John Wiley & Sons Inc
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.
Follow how the vote landed and what changed on John Wiley & Sons Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot3
- 1
Election of 9 Director Nominees
ManagementBoard: FORElect 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.
- 2
Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Wiley’s independent registered public accounting firm for the fiscal year ending April 30, 2027.
- 3
Non-binding Advisory Vote on Named Executive Officer Compensation
ManagementBoard: FORApprove, 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.
More detail
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.
Nominees on the ballot9
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.7% | 4,398,694 | $213M |
| 2 | Neuberger Berman Group LLC | 6.0% | 3,019,238 | $146M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 2,494,247 | $121M |
| 4 | SCHRODER INVESTMENT MANAGEMENT GROUP | 4.8% | 2,433,728 | $118M |
| 5 | STATE STREET CORP | 4.5% | 2,263,854 | $110M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.5% | 1,753,172 | $85M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 1,666,448 | $81M |
| 8 | BANK OF MONTREAL /CAN/ | 3.1% | 1,574,460 | $76M |
| 9 | BROWN ADVISORY INC | 2.5% | 1,244,666 | $60M |
| 10 | BlackRock, Inc. | 2.4% | 1,225,919 | $59M |
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Frequently asked questions
- 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.
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