Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders for John Wiley & Sons, Inc. held on September 26, 2024. The filing details the outcomes of shareholder votes regarding director elections, auditor ratification, and executive compensation.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for any financial indicators.
Material Changes
There are no material changes to financial operations or business strategy reported in this document. The primary events are the successful election of the board of directors and the ratification of the independent auditor.
Outlook, Risks, and Voting Results
Shareholder Participation:
- Class A Shares: 91.78% represented (41,580,445 of 45,301,888).
- Class B Shares: 97.57% represented (8,759,145 of 8,976,656).
All nominees were elected to serve until the 2025 Annual Meeting. Voting occurred as separate classes for Class A and Class B shareholders.
| Director | Class | For Votes | Withheld |
|---|---|---|---|
| Beth A. Birnbaum | Class A | 24,603,440 | 15,035,759 |
| Brian O. Hemphill | Class A | 28,934,003 | 10,705,196 |
| Inder M. Singh | Class A | 37,308,364 | 2,330,835 |
| Mari J. Baker | Class B | 8,567,013 | 76,153 |
| George D. Bell, Jr. | Class B | 8,622,130 | 21,036 |
| David C. Dobson | Class B | 8,642,130 | 1,036 |
| Matthew S. Kissner | Class B | 8,642,140 | 1,026 |
| Raymond W. McDaniel, Jr. | Class B | 8,621,218 | 21,948 |
| William J. Pesce | Class B | 8,642,130 | 1,036 |
| Jesse C. Wiley | Class B | 8,642,130 | 1,036 |
Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2025.
- For: 12,889,841
- Against: 6,539
- Abstain: 20,809
Shareholders approved the non-binding advisory resolution on the compensation of Named Executive Officers.
- For: 12,509,792
- Against: 75,127
- Abstain: 22,167
Investor Verification Checklist
- Verify the full list of elected directors and their tenure terms in the company's proxy statement.
- Confirm the appointment of PricewaterhouseCoopers LLP for the fiscal year ending April 30, 2025.
- Review the "Say-on-Pay" vote results to assess shareholder sentiment regarding executive compensation.
- Note that this filing contains no financial performance data; refer to the most recent 10-K or 10-Q for financial metrics.