John Wiley & Sons 8K Departure of Directors or Certain Officers

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

August 8, 2023

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 8, 2023, Dr. Laurie A. Leshin notified the Board of Directors (the “Board”) of John Wiley & Sons, Inc., (the “Company”) of her intent to not stand for reelection at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”), to be held on September 28, 2023. Dr. Leshin will complete her current term as a director and member of the Executive Committee, which expires at the Annual Meeting. Dr. Leshin has decided to step down from the Board given the increased demands placed on her at her current position of employment. Her departure is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company is deeply grateful to Dr. Leshin for all of her contributions and service to the Board. Her experience as a leading scientist and educator and insights into the academic and research community has provided an invaluable perspective to the Board.

The Board’s size remains at eleven (with one vacancy, currently), unless and until modified by resolution of the Board.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

Exhibit 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)

/s/ Brian A. Napack

Brian A. Napack

President and
Chief Executive Officer

/s/ Christina Van Tassell

Christina Van Tassell

Executive Vice President and
Chief Financial Officer

Dated: August 11, 2023

John Wiley & Sons (WLY) 8-KDeparture of Directors or Certain Officers