John Wiley & Sons Inc

1. 1

   Election of 9 Director Nominees

   ManagementBoard: FOR

   Elect nine director nominees (three by Class A shareholders and six by Class B shareholders) to serve one-year terms until the next annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.

3. 3

   Non-binding Advisory Vote on Named Executive Officer Compensation (Say‑On‑Pay

   ManagementBoard: FOR

   Advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as described in the proxy statement (Say‑On‑Pay).

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s Named Executive Officers (NEOs) as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder endorsement to validate that its pay philosophy — which emphasizes pay-for-performance through a mix of annual cash incentives and long‑term equity (60% performance share units and 40% RSUs for FY26 grants) — remains aligned with shareholder interests and supports retention and execution of strategy. The proxy explains that annual incentives are funded based on Company adjusted revenue and adjusted operating income, while PSUs use metrics such as adjusted EBITDA margin and free cash flow for the FY26–28 cycle, creating direct financial linkage between pay and performance. The vote is advisory and not binding, but the Board will consider the outcome and shareholder feedback in future compensation deliberations; the Company also holds say-on-pay votes annually per prior shareholder preference. Contextual disclosure highlights recent pay outcomes: PSUs for prior cycles paid above target in some cycles and annual incentives were funded at 82% of target for fiscal 2026, reflecting the Company’s financial results and individual performance modifiers. The Board’s recommendation to vote FOR is grounded in its view that the program’s design, governance (independent Compensation Committee, independent compensation consultant, clawback policies, stock ownership guidelines), and demonstrated pay-for-performance results justify shareholder support. Potential critiques of executive pay (e.g., level of realized compensation, change-in-control protections, or retention awards) are mitigated by the Company’s governance practices and the non-binding nature of the vote, but continued investor engagement is anticipated. In short, the proposal is a governance checkpoint for shareholders to express assent or concern about the Company’s compensation approach and its alignment with long‑term shareholder value creation.

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When is the John Wiley & Sons Inc 2026 annual meeting?

John Wiley & Sons Inc (WLY) holds its 2026 annual shareholder meeting on Thursday, September 24, 2026.

What is the record date for the John Wiley & Sons Inc 2026 meeting?

The record date for the John Wiley & Sons Inc 2026 meeting is Friday, July 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for John Wiley & Sons Inc's 2026 meeting?

The board is presenting 9 director nominees at the John Wiley & Sons Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the John Wiley & Sons Inc 2026 meeting?

Shareholders will vote on 3 proposals at the John Wiley & Sons Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.