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 24, 2020
(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)
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001-11507
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13-5593032
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Commission File Number
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IRS Employer Identification Number
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111 River Street, Hoboken New Jersey
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07030
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Address of principal executive offices
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Zip Code
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Registrant’s telephone number, including area code:
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(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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A Common Stock, par value $1.00 per share
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JW.A
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New York Stock Exchange |
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Class B Common Stock, par value $1.00 per share
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JW.B
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New York Stock Exchange
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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.
(c)
On June 24, 2020, the Board of Directors of John Wiley & Sons, Inc. (the “Company”) appointed John A. Kritzmacher, the Company’s Executive Vice
President and Chief Financial Officer, to serve additionally as the Company’s interim Chief Accounting Officer, effective immediately, following the resignation of Christopher F. Caridi, the Company’s prior Chief Accounting Officer. During such time
as Mr. Kritzmacher serves as the interim Chief Accounting Officer, and continuing after his replacement as Chief Accounting Officer is appointed, Mr. Kritzmacher will
continue to serve in his capacity as the Company’s Executive Vice President and Chief Financial Officer.
Mr. Kritzmacher, age 59, originally joined the Company in 2013 as the Company’s Chief Financial Officer. Prior to that, Mr. Kritzmacher was the CFO of Lucent Technologies, Inc. and Global Crossing, Ltd.
There were no arrangements or understandings between Mr. Kritzmacher and any other persons pursuant to which Mr. Kritzmacher received his appointment. Mr.
Kritzmacher will not receive any adjustment to his salary or any additional compensation in connection with his appointment as the Company’s interim Chief Accounting Officer.
Item 8.01: Other Events
The Company announced on June 25, 2020 that it has raised its quarterly cash dividend to $0.3425 per share, payable on July 22, 2020 for shareholders of
record of Class A and Class B Common Stock as of July 7, 2020. A copy of the press release is being furnished to the Securities and Exchange Commission pursuant to Item 8.01 of Form 8-K and is attached hereto as Exhibit 99.1. The information in this
Item 8.01 of this Current Report on Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference.
Item 9.01: Financial Statements and Exhibits
Exhibit No. Description
99.1 Press release dated June
25, 2020
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.
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JOHN WILEY & SONS, INC.
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Registrant
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By
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/s/ Brian A. Napack
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Brian A. Napack
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President and
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Chief Executive Officer
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By
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/s/ John A. Kritzmacher
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John A. Kritzmacher
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Executive Vice President,
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Chief Financial Officer, and
Interim Chief Accounting Officer
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