0000107140-17-000028.txt : 20170630 0000107140-17-000028.hdr.sgml : 20170630 20170630144757 ACCESSION NUMBER: 0000107140-17-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170630 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20170630 DATE AS OF CHANGE: 20170630 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11507 FILM NUMBER: 17941701 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 1 jkaddendumtoemplagree8k.htm ADDENDUM 8K jkaddendumtoemplagree8k.htm
 
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


June 26, 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)

 
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))
 
 
 
 
 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 26, 2017, John Wiley & Sons, Inc. (the “Company”) entered into an addendum (the “Addendum”) to the Employment Agreement with John A. Kritzmacher, the Company’s Chief Financial Officer & EVP, Technology and Operations, dated as of May 20, 2013 (the “Employment Agreement”).

The Addendum replaces Section 9 of the Employment Agreement and includes modifying the type and amount of compensation payable to Mr. Kritzmacher in the event of termination of his employment upon a Without Cause Termination, or a Constructive Discharge Absent a Change of Control (as defined in the Addendum).  In such an event, the Addendum provides that Mr. Kritzmacher would be paid a severance pay amount equal to the sum of his base salary payable during one month plus one-twelfth of his most recent target annual incentive under any executive annual incentive plan established by the Company, multiplied by twenty-four. In addition, vesting of Mr. Kritzmacher’s earned performance share units, stock options, and restricted shares would accelerate, and he would be eligible for prorated participation through date of termination for any earned performance shares under any executive long term incentive plan established by the Company, to be vested at the time of completion of respective performance periods. In connection with entry into the Addendum, the Company also provided Mr. Kritzmacher with a supplemental restricted share unit grant of $1 million, vesting over a three-year period beginning in April 2018.  Other than the changes to Section 9, all other sections of the Employment Agreement remain unchanged.
 
 
 
 
 
 
 
 
 
 
 

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/ Matthew S. Kissner
  
   
Matthew S. Kissner
  
   
Interim Chief Executive Officer and
  
   
Chairman of the Board
  


 
 
 



 
Dated: June 30, 2017