0000107140-17-000029.txt : 20170712 0000107140-17-000029.hdr.sgml : 20170712 20170712160637 ACCESSION NUMBER: 0000107140-17-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170712 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20170712 DATE AS OF CHANGE: 20170712 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: 17961862 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 mja_sep8k.htm MJA SEPARATION 8K mja_sep8k.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


July 6, 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
 
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As previously announced, on May 8, 2017, Mark J. Allin resigned from John Wiley & Sons, Inc. (the “Company”).  The Company entered into a Separation and Release Agreement with Mr. Allin on July 6, 2017, to be effective as of June 9, 2017 (the “Agreement”).  The terms of the Agreement include the following:

·  
Severance of 2x annual base salary;
·  
Continued vesting of stock options and restricted share units granted under the Company’s Executive Long-Term Incentive Plan;
·  
Accelerated vesting of all earned but unvested performance share units;
·  
Prorated participation in FY16-18 and FY17-19 performance cycles, with payout based on actual performance determined at the end of the cycles;
·  
Accelerated vesting of the remaining balance of restricted share grant from June 2015 (7,500 shares);
·  
Payment of earned incentives under the Company’s FY17 Executive Annual Incentive Plan;
·  
Agreement to act as a senior advisor consultant to the Company, through August 2017, for a total amount of $429,000;
·  
24 months’ coverage under the Company’s health and insurance plans, to the extent comparable coverage is not provided by a new employer;
·  
Reimbursement for professional services (i.e., legal, tax and financial consulting) up to $150,000 per year for two (2) years;
·  
A covenant not to compete for nine (9) months and a non-solicitation clause for one (1) year;
·  
All payments and benefits Mr. Allin is entitled to under the Company’s Supplemental Executive Retirement Plan, and other UK and US deferred compensation plans; and
·  
Reimbursement of relocation expenses from the U.S. to the U.K.
 
 
 
 
 
 
 
 
 
 

 
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
  




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


 
Dated: July 12, 2017