8-K

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

October 30, 2023

(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 other jurisdiction of incorporation)

001-11507	13-5593032
(Commission File Number)	(IRS Employer Identification No.)
111 River Street, Hoboken New Jersey	07030
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(201) 748-6000

Not Applicable

(Former name or former address, if changed since last report.)

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.

☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $1.00 per share	WLY	New York Stock Exchange
Class B Common Stock, par value $1.00 per share	WLYB	New York Stock Exchange

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. o

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

On October 30, 2023, as a result of Matthew S. Kissner’s appointment as Interim President & Chief Executive Officer of John Wiley & Sons, Inc. (the “Company”), previously reported on the Company’s Current Report on Form 8-K filed on October 12, 2023, he was appointed to the Company’s Board of Directors, with such appointment to be effective immediately. Mr. Kissner will serve as a director with a term expiring at the Company's 2024 Annual Meeting of Shareholders to be held in September 2024 or until a successor has been elected or his earlier resignation or removal. Mr. Kissner will not serve on any board committees. As an employee director, Mr. Kissner will not participate in the Company’s non-employee director compensation program. Mr. Kissner does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

Exhibit 104    Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ Christina Van Tassell
		Christina Van Tassell
		Executive Vice President and Chief Financial Officer
	Dated: November 2, 2023

XML

Cover	Oct. 30, 2023
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Oct. 30, 2023
Entity Registrant Name	JOHN WILEY & SONS, INC.
Entity Incorporation, State or Country Code	NY
Entity File Number	001-11507
Entity Tax Identification Number	13-5593032
Entity Address, State or Province	NJ
Entity Address, City or Town	Hoboken
Entity Address, Address Line One	111 River Street
Entity Address, Postal Zip Code	07030
Local Phone Number	748-6000
City Area Code	201
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000107140
Common Class A
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $1.00 per share
Trading Symbol	WLY
Security Exchange Name	NYSE
Common Class B
Entity Listings [Line Items]
Title of 12(b) Security	Class B Common Stock, par value $1.00 per share
Trading Symbol	WLYB
Security Exchange Name	NYSE