0000107140-12-000017.txt : 20120503 0000107140-12-000017.hdr.sgml : 20120503 20120503153929 ACCESSION NUMBER: 0000107140-12-000017 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120503 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120503 DATE AS OF CHANGE: 20120503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILEY JOHN & SONS, INC. CENTRAL INDEX KEY: 0000107140 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 135593032 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11507 FILM NUMBER: 12809415 BUSINESS ADDRESS: STREET 1: 111 RIVER STREET CITY: HOBOKEN STATE: NJ ZIP: 07030 BUSINESS PHONE: 2017486000 MAIL ADDRESS: STREET 1: 111 RIVER STREET CITY: HOBOKEN STATE: NJ ZIP: 07030 FORMER COMPANY: FORMER CONFORMED NAME: WILEY JOHN & SONS INC DATE OF NAME CHANGE: 19920703 8-K/A 1 votingresults8ka.htm AMENDED 8K votingresults8ka.htm
 
 
 
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K/A

CURRENT REPORT


Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


May 3, 2012
(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
 
----------------------------------------------------
---------------------------------------------
 
Commission File Number
IRS Employer Identification Number
 
111 River Street, Hoboken NJ
07030
 
----------------------------------------------------
---------------------------------------------
 
Address of principal executive offices
Zip Code
 
Registrant’s telephone number, including area code:
(201) 748-6000
   
---------------------------------------------


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))

This is the first page of a 3 page document.

 
 
 
 
Item 5.07 – Submission of Matters to a Vote of Security Holders

John Wiley & Sons, Inc. (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on September 21, 2011 (“Original Filing”). The Original Filing reported the voting of results its 2011 Annual Meeting of Shareholders held on September 15, 2011 (the “Annual Meeting”). The sole purpose of this Form 8K/A is to disclose the Company’s decision as to how frequently it will conduct future shareholder advisory votes on named executive officer compensation (“say on pay”).  No other changes have been made to the Original Filing.

At the Annual Meeting, shareholders cast over 85% of votes in favor of holding future say on pay votes on an annual basis. The Board of Directors of the Company had recommended a vote for annual frequency of say on pay votes. In light of this result and other factors it considered, the Board has determined that the Company will hold future say on pay votes on an annual basis until the next advisory vote on the frequency of say on pay votes occurs. The next advisory vote regarding the frequency of say on pay votes is required to occur no later than the Company’s 2017 Annual Meeting of Shareholders.
 
 
 
 
 
 
 
 
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/ Stephen M. Smith
   
Stephen M. Smith
   
President and Chief Executive Officer




 
By 
/s/ Ellis E. Cousens
   
Ellis E. Cousens
   
Executive Vice President and
   
Chief Financial & Operations Officer
     


 
 Dated: May 3, 2012