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 21, 2011
(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 jurisdiction of incorporation)
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0-11507
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13-5593032
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Commission File Number
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IRS Employer Identification Number
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111 River Street, Hoboken NJ
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07030
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Address of principal executive offices
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Zip Code
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Registrant’s telephone number, including area code:
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(201) 748-6000
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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 (see General Instruction A.2. below):
[ ] 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))
This is the first page of a 3 page document.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company’s Shareholders was held on September 15, 2011. Proxies for the meeting were solicited pursuant to Section 14(e) of the Securities Act of 1934 and there was no solicitation in opposition to the Board’s solicitations. At this meeting, the shareholders were requested to: (1) elect a board of directors; 2) ratify the appointment by the Board of Directors of the Company’s independent public accountants for the fiscal year ending April 30, 2012; (3) cast an advisory vote on executive compensation and (4) cast an advisory vote on future advisory votes on executive compensation.
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(1)
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At the Meeting, the holders of 47,633,892 shares of the Company’s Class A Common Stock were represented in person or by proxy constituting a quorum. The tabulation below sets forth the number of votes cast for or withheld from each Class A Director:
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FOR
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WITHHELD
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Broker Non Votes
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Mari J. Baker
Raymond W. McDaniel, Jr.
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43,704,766
43,690,109
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110,704
125,361
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3,818,422
3,818,422
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William B. Plummer
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43,694,577
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120,893
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3,818,422
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Kalpana Raina
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43,256,278
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559,192
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3,818,422
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(1)
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At the Meeting, the holders of 9,118,824 shares of the Company’s Class B Common Stock were represented in person or by proxy constituting aquorum. The tabulation below sets forth the number of votes cast for or withheld for each Class B Director:
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FOR
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WITHHELD
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Broker Non Votes
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Warren J. Baker
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8,426,631
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7,749
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684,444
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Jean-Lou Chameau
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8,432,731
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1,649
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684,444
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Linda Katehi
Matthew S. Kissner
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8,432,731
8,432,731
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1,649
1,649
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684,444
684,444
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Eduardo Menascé
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8,426,631
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7,749
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684,444
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William J. Pesce
Stephen M. Smith
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8,432,731
8,432,731
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1,649
1,649
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684,444
684,444
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Bradford Wiley II
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8,391,143
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43,237
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684,444
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Peter Booth Wiley
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8,432,731
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1,649
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684,444
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(2)
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At the Meeting, the holders of 13,882,213 shares of the Company’s combined Class A and Class B Common Stock were represented in person or by proxy to vote the approval of KPMG LLP as independent accountants for the Company for the fiscal year ending April 30, 2012; tabulation as follows:
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FOR
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AGAINST
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ABSTAIN
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13,846,047
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35,534
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632
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(3) FOR AGAINST ABSTAIN BROKER NON-VOTES
12,713,618 84,168 18,141 1,066,286
(4) ONE YEAR TWO YEARS THREE YEARS ABSTAIN BROKER NON-VOTES
11,905,322 161,942 734,442 14,221 1,066,286
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
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JOHN WILEY & SONS, INC.
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Registrant
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By
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/s/ Stephen M. Smith
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Stephen M. Smith
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President and Chief Executive Officer
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By
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/s/ Ellis E. Cousens
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Ellis E. Cousens
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Executive Vice President and
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Chief Financial & Operations Officer
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Dated: September 21, 2011
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