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 23, 2014
(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))
Item 5.07 – Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company’s Shareholders was held on September 18, 2014. 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, 2015; (3) cast an advisory vote on executive compensation; (4) consider and approve the 2014 Director Stock Plan; (5) consider and approve the 2014 Executive Annual Incentive Plan; and (6) consider and approve the Key Employee Stock Plan.
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(1)
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At the Meeting, the holders of 46,825,054 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
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41,779,583
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1,451,321
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3,594,150
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Raymond W. McDaniel, Jr.
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42,793,422
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437,482
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3,594,150
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George Bell
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42,998,355
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232,549
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3,594,150
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Kalpana Raina
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41,696,633
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1,534,271
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3,594,150
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(1)
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At the Meeting, the holders of 9,083,392 shares of the Company’s Class B 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 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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William B. Plummer
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8,426,698
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4,264
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652,430
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Matthew S. Kissner
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8,426,698
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4,264
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652,430
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Eduardo Menascé
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8,426,698
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4,264
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652,430
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William J. Pesce
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8,401,437
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29,525
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652,430
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Stephen M. Smith
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8,400,981
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29,981
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652,430
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Jesse C. Wiley
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8,400,981
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29,981
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652,430
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Peter Booth Wiley
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8,428,190
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2,772
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652,430
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| (2) At the Meeting, the holders of 13,765,897 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, 2015; tabulation as follows: | ||||
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FOR
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AGAINST
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ABSTAIN
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13,731,675
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29,630
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4,592
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| (3) At the Meeting, the holders of 13,765,897 of the Company’s combined Class A and Class B Common Stock were represented in person to consider and approve, on an advisory basis, the compensation of the Corporation’s named executive officers as disclosed in the Proxy Statement; tabulation as follows: | ||||
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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12,620,315
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115,412
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18,325
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1,011,845
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(4) At the Meeting, the holders of 13,765,897 of the Company’s combined Class A and Class B Common Stock were represented in person to consider and approve the 2014 Director Stock Plan:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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12,622,368
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126,591
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5,093
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1,011,845
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(5) At the Meeting, the holders of 13,765,897 of the Company’s combined Class A and Class B Common Stock were represented in person to consider and approve the 2014 Executive Annual Incentive Plan:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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12,690,122
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54,847
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9,083
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1,011,845
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(6) At the Meeting, the holders of 13,765,897 of the Company’s combined Class A and Class B Common Stock were represented in person to consider and approve the Key Employee Plan:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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12,416,413
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330,789
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6,850
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1,011,845
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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/ John A. Kritzmacher
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John A. Kritzmacher
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Executive Vice President and
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Chief Financial Officer
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Dated: September 23, 2014
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