Not independent
Tenure on this board
15.4 yrs
9 nominees · 3 ballot items.
Shareholders will elect nine director nominees, ratify PricewaterhouseCoopers LLP as independent auditors for fiscal 2027, and approve on an advisory basis the compensation of the Company’s named executive officers.
Elect nine nominees to the Board of Directors for one-year terms: three directors elected by Class A shareholders and six directors elected by Class B shareholders.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Wiley’s independent registered public accounting firm for the fiscal year ending April 30, 2027.
Approve, on an advisory and non-binding basis, the compensation of Wiley’s named executive officers as described in the proxy statement’s compensation tables, narrative disclosure, and Compensation Discussion and Analysis.
Proposal 3 asks shareholders to provide a non-binding advisory approval of the compensation paid to Wiley’s named executive officers. The vote covers the compensation tables, narrative disclosures, and Compensation Discussion and Analysis included in the proxy statement. The resolution does not directly amend compensation arrangements or legally bind the Board or the Executive Compensation and Development Committee. Management is seeking approval to obtain shareholder feedback on the design and outcomes of its executive compensation program. Wiley states that its philosophy is intended to align Company goals with shareholder interests, attract and retain high-quality talent, pay competitively, and reward strong performance while limiting rewards below target. The program emphasizes performance-based compensation, with 77% of NEO target total direct compensation described as variable or performance-based for fiscal 2026. Annual incentive payouts ranged from 67% to 98% of target, reflecting company funding at 82% of target after revenue and operating-income performance fell below or near goals. Long-term performance awards for the FY24–26 cycle paid at 110% of target, while the FY26–28 performance component was earned at 99% of target and remained subject to continued service. Shareholders previously approved the say-on-pay proposal by more than 98%, and the Board recommends another FOR vote because it believes the program appropriately reflects fiscal 2026 performance and supports Wiley’s strategic and talent objectives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.68% | 4,398,694 | $213M |
| 2 | Neuberger Berman Group LLC | 5.96% | 3,019,238 | $146M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.92% | 2,494,247 | $121M |
| 4 | SCHRODER INVESTMENT MANAGEMENT GROUP | 4.80% | 2,433,728 | $118M |
| 5 | STATE STREET CORP | 4.47% | 2,263,854 | $110M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.46% | 1,753,172 | $85M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.29% | 1,666,448 | $81M |
| 8 | BANK OF MONTREAL /CAN/ | 3.11% | 1,574,460 | $76M |
| 9 | BROWN ADVISORY INC | 2.46% | 1,244,666 | $60M |
| 10 | BlackRock, Inc. | 2.42% | 1,225,919 | $59M |
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