jwa-20260610
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 10, 2026
(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 June 10, 2026, Mari J. Baker notified the Board of Directors (the “Board”) of John Wiley & Sons, Inc., (the “Company”) of her intent to not stand for reelection at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, September 24, 2026. Ms. Baker will complete her current term as a director, Chair of the Executive Compensation and Development Committee, and member of the Executive Committee, which expires at the Annual Meeting. Ms. Baker's decision to step down from the Board is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
The Company is deeply grateful to Ms. Baker for all of her contributions and distinguished service to the Board over 15 years as a director. Her experience as a seasoned executive and board leader across public and private companies, with deep expertise in technology, and her insights into executive compensation, talent development, and organizational leadership have provided an invaluable perspective to the Board.
Effective September 24, 2026, the Board's size will be reduced to nine (9) members, unless and until modified by resolution of the Board.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are being “furnished” as part of this Current Report on Form 8-K:
Exhibit No. Description
104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).
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/ Matthew S. Kissner | |||||||||||||
| Matthew S. Kissner | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
| Dated: June 15, 2026 | ||||||||||||||