John Wiley & Sons Shareholders Elect Nine Directors

At the meeting, 95.5% of Class A shares and 98.4% of Class B shares outstanding as of July 31, 2026, were represented in person or by proxy.

Rhea-AI Filing Summary

John Wiley & Sons, Inc. shareholders elected nine director nominees at the September 24, 2026 annual meeting: Class A shareholders elected directors Katya D. Andresen, David C. Dobson and Karen N. Madden; Class B shareholders elected directors Brian O. Hemphill, Matthew S. Kissner, Raymond W. McDaniel, Jr., William J. Pesce, Inder M. Singh and Jesse C. Wiley. They are to serve until the 2027 annual meeting or until successors are elected and qualified. Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2027, and approved the non-binding advisory resolution on named executive officer compensation.

8-K Event Classification

2 items: 5.07, 9.01

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Class A shares represented: 40,137,109 shares Class B shares represented: 8,622,171 shares Auditor ratification votes for: 12,629,387 votes +1 more

4 metrics

Class A shares represented 40,137,109 shares At the annual meeting; 95.5% of 42,005,091 shares outstanding as of July 31, 2026

Class B shares represented 8,622,171 shares At the annual meeting; 98.4% of 8,758,499 shares outstanding as of July 31, 2026

Auditor ratification votes for 12,629,387 votes Annual meeting vote

Executive compensation advisory votes for 12,265,920 votes Non-binding advisory resolution at the annual meeting

Key Terms

broker non-votes, non-binding advisory vote, independent registered public accounting firm

3 terms

broker non-votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory vote regulatory

"Non-Binding Advisory Vote on the Compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm regulatory

"an independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did WLY shareholders vote on executive compensation?

Shareholders approved the non-binding advisory resolution, with 12,265,920 votes for, 90,715 against, 3,890 abstentions and 275,357 broker non-votes.

How did WLY shareholders vote on the auditor?

Shareholders ratified PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending April 30, 2027. The vote was 12,629,387 for, 1,027 against and 5,468 abstentions.

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

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Available on EDGAR 09/29/2026 - 05:07 PM Accepted by SEC EDGAR 09/29/2026 - 05:06 PM Learn about SEC filing dates

FALSE000010714000001071402026-09-242026-09-240000107140us-gaap:CommonClassAMember2026-09-242026-09-240000107140us-gaap:CommonClassBMember2026-09-242026-09-24

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 24, 2026

(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 24, 2026. Of the 42,005,091 shares of the Company's Class A common stock and 8,758,499 shares of the Company’s Class B common stock issued and outstanding as of the close of business on the record date, July 31, 2026, 40,137,109 Class A shares, or 95.5%, and 8,622,171 Class B shares, or 98.4%, 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 2027 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			30,482,768						7,832,553						1,821,788
David C. Dobson			23,486,157						14,829,164						1,821,788
Karen N. Madden			30,487,226						7,828,095						1,821,788
			For						Withheld						Broker Non-Votes
Vote Results for Class B Common Shareholders
Brian O. Hemphill			8,453,634						75,359						93,178
Matthew S. Kissner			8,498,858						30,135						93,178
Raymond W. McDaniel, Jr			8,478,677						50,316						93,178
William J. Pesce			8,400,627						128,366						93,178
Inder M. Singh			8,478,677						50,316						93,178
Jesse C. Wiley			8,478,624						50,369						93,178

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, 2027. The results of the vote taken were as follows:

For						Against						Abstain
12,629,387						1,027						5,468

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
12,265,920						90,715						3,890						275,357

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 29, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB