Form 8-K - Current report

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

May 21, 2024

(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.

(b) Departure of Named Executive Officer

On May 21, 2024, the Company announced that Todd Zipper, Executive Vice President & General Manager, Talent, and a named executive officer, will cease his employment with the Company, effective as of the closing of the sale of John Wiley & Sons, Inc. emerging talent and reskill training business, Wiley Edge (the “Business”), to Inspirit (the “Transaction”) (see Form 8-K filed on January 8, 2024, describing the signing of a material definitive agreement in connection with the Transaction). Mr. Zipper is expected to remain with the Company until May 31, 2024. Mr. Zipper's departure from the Company is without cause and, as such, he will receive severance benefits in accordance with his previously filed Employment Letter dated August 7, 2020 (see the Company’s Annual Report on Form 10-K for the fiscal year-end April 30, 2023 Exhibit).

Transaction Bonus

The John Wiley & Sons, Inc. Executive Compensation & Development Committee (the “Committee”) approved, on June 20, 2023, a performance cash bonus in lieu of performance share units for fiscal year 2024 ("Performance Period”) for Mr. Zipper, payable based on the sale of the Business and, in a lump sum cash payment as soon as administratively practicable following the closing of the Transaction. The Committee approved an extension of the Performance Period on April 5, 2024, to the end of the first quarter of fiscal year 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

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/ Christina Van Tassell

Christina Van Tassell

Executive Vice President and
Chief Financial Officer

Dated: May 28, 2024

Cover	May 21, 2024
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	JOHN WILEY & SONS, INC.
Entity Incorporation, State or Country Code	NY
Entity File Number	001-11507
Entity Tax Identification Number	13-5593032
Entity Address, State or Province	NJ
Entity Address, City or Town	Hoboken
Entity Address, Address Line One	111 River Street
Entity Address, Postal Zip Code	07030
Local Phone Number	748-6000
City Area Code	201
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000107140
Common Class A
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $1.00 per share
Trading Symbol	WLY
Security Exchange Name	NYSE
Common Class B
Entity Listings [Line Items]
Title of 12(b) Security	Class B Common Stock, par value $1.00 per share
Trading Symbol	WLYB
Security Exchange Name	NYSE