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 22, 2016
(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)

 
0-11507
13-5593032
 
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Commission File Number
IRS Employer Identification Number
 
111 River Street, Hoboken NJ
07030
 
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Address of principal executive offices
Zip Code
 
Registrant’s telephone number, including area code:
(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 22, 2016.  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, 2017; and (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 12, 2016.

(1)  
At the Annual Meeting, the holders of 46,523,763 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:

 
FOR
 
WITHHELD
Broker Non Votes
 
Laurie A. Leshin
42,247,080
1,305,877
2,970,806
 
George Bell 
41,420,738
2,132,219
2,970,806
 
William Pence
 
43,356,960
195,997
2,970,806
 
Kalpana Raina
 
41,797,957
1,755,000
2,970,806
 

 

 
At the Annual Meeting, the holders of 9,061,990 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:

 
FOR
 
WITHHELD
Broker Non Votes
 
Matthew S. Kissner
 
8,402,265
2
659,723
Mari J. Baker 
 
8,402,265
2
659,723
William J. Pesce 
 
8,402,265
2
659,723
William B. Plummer
 
8,402,265
2
659,723
Mark J. Allin
 
8,402,265
2
659,723
Jesse C. Wiley
 
8,402,265
2
659,723
Raymond W. McDaniel, Jr. 
 
8,402,265
2
659,723



 
 

 


 
(2)  
At the Annual Meeting, the holders of 13,714,366 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, 2017; tabulation as follows:

 
 
FOR
 
AGAINST
ABSTAIN
 
 
13,545,321
 
164,641
4,404
 
 
 
 


 

(3)
At the Annual Meeting, the holders of 13,714,366 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:


 
FOR
 
AGAINST
ABSTAIN
BROKER NON-VOTES
 
12,605,633
 
143,300
8,630
956,803



 
 

 

 
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



 
JOHN WILEY & SONS, INC.
 
Registrant



 
By 
/s/ Mark Allin
 
   
Mark Allin
 
   
President and
 
   
Chief Executive Officer
 




 
By 
/s/ John A. Kritzmacher
 
   
John A. Kritzmacher
 
   
Chief Financial Officer and
 
   
Executive Vice President, Technology and Operations
 
       


 
Dated: September 23, 2016