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 28, 2017
(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 (the "Annual Meeting") was held on September 28, 2017. 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 Annual 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, 2018; (3) cast an advisory vote on the executive compensation of the Company's named executive officers as disclosed in the Proxy Statement, filed with the U.S. Securities and Exchange Commission on August 18, 2017; and (4) cast an advisory vote on the frequency of the of the named executive officer compensation vote.
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(1)
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At the Annual Meeting, the holders of 45,664,250 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 voting results for 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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George Bell
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40,290,738
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2,390,134
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2,983,378
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Laurie A. Leshin
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41,771,696
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909,176
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2,983,378
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William Pence
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41,847,391
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833,481
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2,983,378
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Kalpana Raina
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41,740,342
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940,530
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2,983,378
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At the Annual Meeting, the holders of 9,054,119 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 voting results 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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Matthew S. Kissner
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8,437,996
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1,852
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614,271
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Mari J. Baker
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8,437,996
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1,852
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614,271
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William J. Pesce
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8,415,981
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23,867
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614,271
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William B. Plummer
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8,437,996
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1,852
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614,271
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David C. Dobson
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8,437,996
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1,852
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614,271
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Jesse C. Wiley
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8,410,792
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29,056
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614,271
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Raymond W. McDaniel, Jr.
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8,437,996
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1,852
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614,271
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(2)
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At the Annual Meeting, the holders of 13,620,544 shares of the Company's combined Class A and Class B Common Stock were represented in person or by proxy to ratify the appointment by the Board of Directors of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2018; tabulation as follows:
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FOR
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AGAINST
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ABSTAIN
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13,305,116
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312,909
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2,519
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(3)
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At the Annual Meeting, the holders of 13,620,544 of the Company's combined Class A and Class B Common Stock were represented in person to consider and approve, on a non-binding advisory basis, the compensation of the Company'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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12,612,323
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88,653
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6,959
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912,609
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(4)
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At the Annual Meeting, the holders of 13,620,544 of the Company's combined Class A and Class B Common Stock were represented in person to consider and approve, on a non-binding advisory basis, the frequency of the Company's named executive officer vote as disclosed in the Proxy Statement; tabulation as follows:
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EVERY YEAR
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EVERY TWO YEARS
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EVERY THREE YEARS
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ABSTAIN
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BROKER NON-VOTES
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12,184,085
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20,417
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496,617
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6,817
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912,608
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The Company has decided to continue providing an advisory shareholder vote on the compensation of its named executive officers every year.
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/ Matthew S. Kissner
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Matthew S. Kissner
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Interim Chief Executive Officer and
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Chairman of the Board
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By
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/s/ John A. Kritzmacher
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John A. Kritzmacher
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Chief Financial Officer and
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Executive Vice President, Technology and Operations
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Dated: September 29, 2017
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