UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
May 3, 2012
(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
John Wiley & Sons, Inc. (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on September 21, 2011 (“Original Filing”). The Original Filing reported the voting of results its 2011 Annual Meeting of Shareholders held on September 15, 2011 (the “Annual Meeting”). The sole purpose of this Form 8K/A is to disclose the Company’s decision as to how frequently it will conduct future shareholder advisory votes on named executive officer compensation (“say on pay”). No other changes have been made to the Original Filing.
At the Annual Meeting, shareholders cast over 85% of votes in favor of holding future say on pay votes on an annual basis. The Board of Directors of the Company had recommended a vote for annual frequency of say on pay votes. In light of this result and other factors it considered, the Board has determined that the Company will hold future say on pay votes on an annual basis until the next advisory vote on the frequency of say on pay votes occurs. The next advisory vote regarding the frequency of say on pay votes is required to occur no later than the Company’s 2017 Annual Meeting of Shareholders.
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: May 3, 2012
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