WLY: Board Keeps Director After Annual Meeting; Nominees Elected Through 2026

John Wiley & Sons reported shareholder voting results at its Annual Meeting in which Class A and Class B common shareholders elected all director nominees to serve until the 2026 annual meeting or until their successors qualify.

Rhea-AI Filing Summary

John Wiley & Sons reported shareholder voting results at its Annual Meeting in which Class A and Class B common shareholders elected all director nominees to serve until the 2026 annual meeting or until their successors qualify. Immediately after the meeting, the Board met and, following a Committee recommendation, decided not to accept Mr. Hemphill's resignation.

The Board said the voting outcome reflected proxy advisory firm recommendations that it characterized as unrelated to Mr. Hemphill's individual performance. The Board concluded that retaining Mr. Hemphill is in the company's and shareholders' best interests, citing his executive leadership experience in academia, his service as Governance Committee chair, institutional knowledge from his tenure, and the perspectives he adds to the Board. The filing also lists an Inline XBRL cover page exhibit.

Positive

• Board provided a clear rationale for retaining Mr. Hemphill, citing executive leadership experience, Governance Committee chair service, and institutional knowledge
• All director nominees were elected to serve until the 2026 annual meeting, indicating continuity of board membership
• Disclosure included an Inline XBRL cover page exhibit, meeting filing format requirements

Negative

• The filing notes proxy advisory firm recommendations influenced voting outcomes, indicating some shareholder disagreement though specific vote totals are not disclosed
• No vote tallies or percentages are provided, limiting transparency about the level of shareholder support or dissent

Insights

Corporate Governance Expert

TL;DR: Board declined a resignation amid proxy-adviser-related voting pressure, affirming the director for continuity and governance experience.

The Board's decision to retain Mr. Hemphill despite a resignation tender—combined with language that the voting outcome "reflected proxy advisory firm recommendations"—signals a governance judgment call prioritizing institutional knowledge and committee continuity over the influence of proxy advisors. This is a common response when boards believe a director's skills and committee leadership materially benefit oversight. Absent specific vote tallies, the materiality to shareholders is limited but it may prompt continued engagement between the Board and shareholders about board composition and responsiveness to proxy-advice trends.

Corporate Counsel / Compliance Specialist

TL;DR: The Board followed a Committee process and documented reasons for not accepting the resignation, aligning with disclosure and governance norms.

The filing describes a post-meeting Board action based on a Committee recommendation and provides a rationale addressing qualifications, committee service, and experiential value. From a compliance perspective, this concise disclosure meets typical 8-K transparency expectations by explaining the Board's determination without speculative commentary. The absence of vote counts or specific shareholder dissent levels limits assessment of legal or regulatory impact.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What did John Wiley & Sons (WLY) disclose about the Annual Meeting director elections?

The filing states that Class A and Class B common shareholders elected all nominees to serve until the 2026 annual meeting or until their successors are qualified.

Did the Board accept Mr. Hemphill's resignation at the meeting?

No. The Board, following a Committee recommendation, determined not to accept Mr. Hemphill's resignation and he will continue to serve until the 2026 annual meeting.

Why did the Board decide to retain Mr. Hemphill?

The Board cited his extensive executive leadership experience in academia, service as Governance Committee chair, institutional knowledge from his tenure, and the perspectives he brings to the Board.

Did the filing provide vote counts or percentages for the director elections?

No. The filing confirms the nominees were elected but does not include specific vote tallies or percentages.

Was there any indication of shareholder opposition?

The filing notes the voting outcome reflected proxy advisory firm recommendations, which implies some disagreement, but it does not quantify the level of opposition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 10/01/2025 - 08:55 AM Learn about SEC filing dates

FALSE000010714000001071402025-09-252025-09-250000107140us-gaap:CommonClassAMember2025-09-252025-09-250000107140us-gaap:CommonClassBMember2025-09-252025-09-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 25, 2025

(Date of Report)

(Date of earliest event reported)

JOHN WILEY & SONS, INC.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

			001-11507						13-5593032
			(Commission File Number)						(IRS Employer Identification No.)
			111 River Street, Hoboken New Jersey						07030
			(Address of principal executive offices)						(Zip Code)
			Registrant’s telephone number, including area code:						(201) 748-6000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $1.00 per share

WLY

New York Stock Exchange

Class B Common Stock, par value $1.00 per share

WLYB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07.  Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders (the “Annual Meeting”) of John Wiley & Sons, Inc. (the “Company”) was held on Thursday, September 25, 2025. Of the 44,559,333 shares of the Company's Class A common stock and 8,767,943 shares of the Company’s Class B common stock issued and outstanding as of the close of business on the record date, July 31, 2025, 42,797,658 Class A shares, or 96.04%, and 8,654,012 Class B shares, or 98.7%, were represented in person or by proxy at the Annual Meeting.

The results of the matters submitted to a shareholder vote at the Annual Meeting are set forth below.

Proposal 1: Election of Directors:

The shareholders (with Class A and Class B common shareholders each voting as a separate class) elected all nominees to serve as directors until the 2026 Annual Meeting or upon the election and qualification of their successors. The results of the vote taken were as follows:

			For						Withheld						Broker Non-Votes
Vote Results for Class A Common Shareholders
Katya D. Andresen			40,919,487						121,958						1,756,213
Brian O. Hemphill			18,712,170						22,329,275						1,756,213
Karen N. Madden			40,920,091						121,354						1,756,213
			For						Withheld						Broker Non-Votes
Vote Results for Class B Common Shareholders
Mari J. Baker			8,525,601						20,020						108,391
David C. Dobson			8,482,818						62,803						108,391
Matthew S. Kissner			8,545,598						23						108,391
Raymond W. McDaniel, Jr.			8,525,598						20,023						108,391
William J. Pesce			8,407,467						138,154						108,391
Inder M. Singh			8,545,608						13						108,391
Jesse C. Wiley			8,525,598						20,023						108,391

See Item 8.01 below with respect to the application of the Company’s Corporate Governance Principles to the voting related to Mr. Hemphill.

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The shareholders (with Class A and Class B common shareholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending April 30, 2026. The results of the vote taken were as follows:

For						Against						Abstain
12,820,601						31,993						81,183

Proposal 3: Non-Binding Advisory Vote on the Compensation of Named Executive Officers

The shareholders (with Class A and Class B common shareholders voting together) approved the advisory resolution on the compensation of the Company’s named executive officers. The results of the vote taken were as follows:

For						Against						Abstain						Broker Non-Votes
12,410,965						143,821						94,980						284,012

Item 8.01 Other Events.

As disclosed under this Form 8-K, all directors standing for re-election were re-elected at the Company’s 2025 Annual Meeting of Shareholders by plurality of votes cast. In accordance with the Company's Corporate Governance Principles, Mr. Brian Hemphill, having received a greater number of votes "withheld" than votes "for" his election, tendered his resignation for consideration by the Governance Committee (the "Committee"). Mr. Hemphill did not participate in the Committee or the Board of Directors' deliberations regarding his resignation.

At a meeting of the Board of Directors (the "Board") held immediately following the Annual Meeting, the Board, upon recommendation of the Committee, determined not to accept Mr. Hemphill's resignation. Mr. Hemphill will continue to serve as a director until the 2026 annual meeting of shareholders and until his successor is duly elected and qualified. The Board concluded that the voting outcome reflected proxy advisory firm recommendations unrelated to Mr. Hemphill's individual performance or contributions. The Board determined that Mr. Hemphill's continued service is in the best interests of the Company and its shareholders, considering his extensive executive leadership experience in academia, dedicated service to the Board and to the Governance Committee as its chair, considerable institutional knowledge resulting from his tenure, and the skill set and varied perspectives he brings to the Board.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

(d) Exhibits

Exhibit No. Description

104    Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JOHN WILEY & SONS, INC.

(Registrant)

By

/s/ Matthew S. Kissner

Matthew S. Kissner

President and Chief Executive Officer

Dated: October 1, 2025