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
December 21, 2021
(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 (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))
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
|
|
JW.A
|
|
New York Stock Exchange
|
Class B Common Stock, par value $1.00 per share
|
|
JW.B
|
|
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. ☐
Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
John Wiley & Sons, Inc. (the “Company”) issued a press release on December 16, 2021 announcing that the Company’s Board of Directors has elected Inder
M. Singh, Chief Financial Officer and Executive Vice President of Arm Ltd., to join the Board of Directors effective December 15, 2021. As of the date of this report, the Board has not yet appointed Mr. Singh to any Board committees.
Mr. Singh will participate in the Company’s non-employee director compensation program. A complete description of the Company's non-employee director
compensation program is set forth in the Company's proxy statement for the 2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on August 18, 2021 (“Director Compensation") and is incorporated herein by this
reference.
There were no arrangements or understandings between Mr. Singh and any other persons pursuant to which Mr. Singh was selected as a director. Mr. Singh
does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
Exhibit No. Description
99.1 - Press release dated December 16, 2021, announcing
director appointment.
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 hereunto duly authorized.
|
JOHN WILEY & SONS, INC.
|
|
(Registrant)
|
|
By
|
/s/ Brian A. Napack
|
|
|
|
Brian A. Napack
|
|
|
|
President and
|
|
|
|
Chief Executive Officer
|
|
|
By
|
/s/ Christina Van Tassell
|
|
|
|
Christina Van Tassell
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|