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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
July 8, 2024
(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)
001-1150713-5593032
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $1.00 per shareWLYNew York Stock Exchange
Class B Common Stock, par value $1.00 per shareWLYBNew 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.

Appointment of President and Chief Executive Officer

On July 10, 2024, the Company announced that the Board of Directors (the “Board”) of John Wiley & Sons, Inc. (the “Company”) appointed Matthew S. Kissner, age 70, as the President and Chief Executive Officer (“CEO”) of the Company, effective July 8, 2024. Mr. Kissner has served as the Company’s interim President and CEO since October 10, 2023, and a director of the Board since October 30, 2023. Prior to Mr. Kissner's appointment as interim President and CEO, he served as a Group Executive at the Company from 2019 through 2021 and subsequently provided transition and consulting services, which services ended prior to Mr. Kissner's appointment as interim President and CEO. Mr. Kissner also was a director of the Company from 2003 to 2019, serving as the first non-Wiley family member as Chair from 2015 to 2019 and served as interim President and CEO of the Company from May 2017 to December 2017.

The Company entered into an employment letter with Mr. Kissner, effective, July 8, 2024 (the "Employment Letter”). Under the Employment Letter, Mr. Kissner will (i) receive an annual base salary of $900,000; (ii) be eligible to participate in the Company’s Executive Annual Incentive Plan, with a target incentive equal to 150% of his base salary; and (iii) be eligible to receive an award under the Executive Long-Term Incentive Plan, with an anticipated value of $3 million, paid in the form of 60% performance stock units and 40% restricted stock units, which grant will continue to vest upon the transition to the next CEO. His annual incentive will be prorated to reflect any partial fiscal year of his employment. Mr. Kissner will not be eligible for severance under the Executive Severance Plan, or any other Company severance program during his tenure, or upon conclusion of his role as President and CEO.

Mr. Kissner’s appointment as President and CEO was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Kissner and any director or executive officer of the Company, and there are no transactions between Mr. Kissner and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

The foregoing summary of the Employment Letter is not complete and is qualified in its entirety by reference to the Employment Letter, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 10, 2024, the Company issued a press release entitled “Wiley Appoints Matthew Kissner as President and CEO” a copy of which is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 Employment Letter between Matthew Kissner and John Wiley & Sons, Inc. dated July 8, 2024.
99.1 Press Release issued by the Company on July 10, 2024, furnished herewith.
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: July 10, 2024


image_0b.jpg
July 7, 2024

Matthew Kissner

Dear Matt,

On behalf of the Board of Directors (the “Board”), I am pleased to confirm our offer of employment with John Wiley & Sons, Inc. (the “Company”) as President and Chief Executive Officer (“CEO”). Your duties and authority as CEO will be prescribed by the Board and will be commensurate with those of a CEO of a company of comparable size and a similar business. During your employment as CEO, you will report directly to the Board and will devote such time as is necessary to the business of the Company to fulfill the expectations of the Board and agree not to engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board. While serving as CEO, you will also, if appointed, serve as a Board member for no additional compensation.
Your employment Start Date will be on July 8, 2024. Your base salary will be $900,000 annually.
You will be eligible to participate in the Executive Annual Incentive Plan (“Plan”), with a target incentive equal to 150% of your base salary. Your annual incentive will be prorated to reflect any partial fiscal year of your employment. Payout will be based on individual and company performance, and payable in accordance with Plan provisions.
You will be eligible to receive a one-time award under the FY25 Executive Long-Term Incentive Plan (ELTIP), with an anticipated value of $3,000,000.00 (Three-Million Dollars) at the time of the award (“Appointment Award”). The Appointment Award will be paid in the form of 60% performance stock units and 40% in the form of restricted stock units. If the Company removes you as CEO for any reason other than for Cause, upon transition to the next CEO, your restricted share units will continue to vest and you will continue full participation for your performance share units, with payout based on actual performance for the cycle. All other payout terms and conditions under the fiscal year 2025 are subject to and in accordance with plan provisions and the relevant grant award agreement.
All compensation is subject to withholding and payroll taxes.
You will be eligible to participate in Wiley's benefits plans in accordance with Company policy.
While we look forward to a mutually beneficial relationship, your employment is "at-will." This offer letter is not a contract and does not guarantee any employment duration, terms, or conditions. You will not be eligible for
image_1.jpg
111 River Street, Hoboken, NJ 07030-5774, U.S.
T +1 201 748 6000
F +1 201 748 6088 www.wiley.com


severance under the Executive Severance Plan, or any other Company severance program during your tenure, or upon conclusion of your role as CEO. On the effective date of your transition out of the role of CEO and/or your separation date from employment with the Company, you will have automatically resigned your seat on the Board, if one had been appointed.
This offer is contingent upon your execution of the attached Confidentiality and Proprietary Rights and Restrictive Covenants Agreements. By signing this offer letter, you confirm that your employment with Wiley will not breach any agreement you have with any third party.
Matt, I know that you will continue to contribute significantly to the success of the Company.
Please sign and return this letter, and the Confidentiality and Proprietary Rights and Restrictive Covenants Agreements document, to me at dmcmahan@wiley.com.
Sincerely,                                 Acknowledged and Agreed:



/s/ Danielle McMahan                                /s/ Matthew Kissner    07/08/24
Danielle McMahan                                  Matthew Kissner Date
EVP and Chief People Officer                   

image_1.jpg     
111 River Street, Hoboken, NJ 07030-5774, U.S.
T +1 201 748 6000
F +1 201 748 6088 www.wiley.com


Confidentiality, Proprietary Rights and Restrictive Covenants Agreements

As a condition of your employment with John Wiley & Sons, its subsidiaries, affiliates, successors or assigns (together “Wiley” or the “Company), and in consideration of your employment with the Company and your receipt of the compensation now and hereafter paid to you by the Company, you agree to the following:

Intellectual Property and Rights
You hereby confirm that inventions, trade secrets and other work product produced by you or with your participation during the term of your employment with Wiley, in any form (collectively the “Work Product”) shall be deemed work for hire on behalf of Wiley and you agree that Wiley shall be the sole owner of the Work Product, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Work Product, or any portion thereof, is deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to Wiley, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Work Product, including without limitation, all of your right, title and interest in the copyrights and patents thereto, free and clear of all liens and other encumbrances. You shall make such applications, sign such papers (including without limitation assignments), take all rightful oaths, and perform all acts as may be reasonably requested, during or after the term of your employment, with respect to evidencing ownership of the Work Product. You shall assist Wiley to obtain any registrations covering Work Product assigned hereunder to Wiley and you hereby irrevocably designate and appoint Wiley and its duly authorized officers and agents as your attorney in fact, to act for and in your behalf and stead, to execute and further the prosecution and issuance of registrations thereon with the same legal force and effect as if executed by you.
You acknowledge that the Company may from time to time create – or commission the creation of- photographs, audio-visual recordings, audio recordings, text materials and/or other works for use in connection with both internal and external Company promotional, recruitment, publicity or teaching materials and/or other Company purposes (collectively, “Company Works”). You hereby grant the Company the worldwide, perpetual, royalty-free right and release to use and/or authorize the use of your name, likeness, image, appearance and/or voice in connection with the Company Works and in any and all media now known or hereafter created including, but not limited to, print, television, radio, film and social media. You also hereby release the Company from all claims of any kind on account of such use, and you hereby waive the right to inspect and approve the use of your name, likeness, and/or voice as they may appear in Company Works.
Protection of Confidential Information
You acknowledge that during the course of employment with Wiley, you may be privy to certain confidential information which may be communicated to you verbally or in writing, relating to Wiley, its information, sales and marketing plans, financials, business plans and information, technology, products, current and potential business partners, customers or other third parties (collectively, “Third Parties”), trade secrets, trade practices, know-how, or other information which is not known to the public, and which may include material developed by you. You acknowledge that all such information is and shall be deemed to be “Confidential Information” belonging to Wiley or Third Parties. You agree to protect such Confidential Information from disclosure with the same degree of care
image_1.jpg     
111 River Street, Hoboken, NJ 07030-5774, U.S.
T +1 201 748 6000
F +1 201 748 6088 www.wiley.com

that you normally use to protect your own confidential information, but not less than reasonable care, shall not divulge any such Confidential Information to anyone and shall not make use of the same without prior written consent of Wiley. All Confidential Information is and shall remain the property of Wiley (or the applicable Third Party), and you shall not acquire any rights therein. At the conclusion of your employment by Wiley, you shall promptly return all Wiley materials, including Confidential Information, in your possession and shall not retain any copies of any such material. In addition, both parties agree that this agreement is confidential and that neither of us shall disclose its contents to others without the other’s prior approval.

Business Opportunities
Should your role with Wiley expose you to business opportunities that might be attractive to Wiley as well as to others (including yourself), you agree to give Wiley consideration of any opportunity before you allow others to consider the opportunity.
Non-Compete, Non-Solicitation
During your employment with Wiley, you have and will become familiar with Wiley’s trade secrets, information related to the operations, products and services of the Wiley, and with other Confidential Information concerning Wiley, its subsidiaries, affiliates, and companies acquired by Wiley. Therefore, during your employment period and for a period of one year thereafter, you agree that you shall not directly or indirectly own any interest in, manage, control, participate in, consult with, or render services for any Competing Business.
A “Competing Business” is any person or entity that (i) conducts or is planning to conduct a business similar to and/or in competition with any Wiley business unit to which you rendered services during the two year period prior to the date at issue or (ii) creates, develops, distributes, produces, offers for sale or sells a product or service that can be used as a substitute for, or is generally intended to satisfy the same customer needs for, any one or more products or services created, developed, distributed, produced or offered for sale or sold by the Wiley business unit to which you rendered services during the two year period prior to the date at issue. In the event that you have an enterprise role at Wiley, you will be deemed to render services to all Wiley business units.
During your employment and for a period of one year thereafter, you agree that you shall not directly, or indirectly through another entity, (i) induce or attempt to induce any employee of Wiley or any affiliate to leave the employ of Wiley or such affiliate, or in any way interfere with the relationship between Wiley or any affiliate and any employee thereof, (ii) solicit, induce, recruit or hire any person who was an employee of Wiley or any affiliate at any time during your employment with Wiley or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Wiley or any affiliate to cease doing business with Wiley or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and Wiley or any affiliate (including, without limitation, making any negative statements or communications about Wiley or its affiliates).
You agree that during the term of your employment with Wiley, you will devote full time to the business of Wiley and will not engage in any activity that conflicts with your obligations to Wiley.
image_1.jpg     
111 River Street, Hoboken, NJ 07030-5774, U.S.
T +1 201 748 6000
F +1 201 748 6088 www.wiley.com

Representations
You hereby represent and warrant that: (a) you have the right to enter into this Agreement, to grant the rights granted in this Agreement and to perform fully all their obligations under this Agreement. No consent of any other person or entity is necessary for you to enter into and fully perform this Agreement and you have not done and shall not do any act and have not made and shall not make any grant, assignment or agreement which shall or would likely conflict or interfere with the complete enjoyment of all of Wiley’s rights under this Agreement; (b) the material contributed by you, including without limitation, any Work Product, (i) shall not violate or infringe in any way upon the rights of others, including, without limitation, any copyright, patent, trademark or other proprietary right or the right of privacy or publicity, (ii) shall not contain any libelous, obscene or other unlawful matter, and (iii) shall not violate any applicable law.     
Modification
It is the intention of the parties to make these restrictive covenants and agreements binding to the fullest extent permitted under existing applicable laws. In the event that any part of any of these restrictive covenants and agreements is determined by a court of law of competent jurisdiction to be overly broad or too long in duration or otherwise objectionable, thereby making the covenants unenforceable, the parties hereto agree, and it is their desire, that such a court shall substitute a reasonable judicial enforceable limitation in place of the offensive part of the covenant, and that as so modified the covenant shall be as fully enforceable as if set forth herein by the parties themselves in the modified form.
General
This document, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. This document may be signed in one or more counterparts, each of which once signed shall be deemed to be an original. All such counterparts together shall constitute one and the same instrument.
Nothing in this Agreement shall be construed to in any way terminate, supersede, undermine, or otherwise modify the at-will status of the employment relationship between the you and the Company, pursuant to which either you or the Company may terminate the employment relationship at any time, with or without cause, with or without notice.
By /s/ Danielle McMahan                  /s/ Matthew Kissner 07/08/24    
Danielle McMahan                  Matthew Kissner Date
EVP and Chief People Officer                    
    
image_1.jpg     
111 River Street, Hoboken, NJ 07030-5774, U.S.
T +1 201 748 6000
F +1 201 748 6088 www.wiley.com


image_0.jpg

Wiley Appoints Matthew Kissner as President and CEO
Following successful interim period, Kissner becomes Wiley’s 15th President and CEO in its 217-year history

HOBOKEN, N.J.—Wiley (NYSE: WLY and WLYB), a global leader in research and learning, today announced that its Board of Directors has appointed Matthew Kissner as president and CEO, following a successful interim period.

“Over the past nine months, Matt has made great progress improving our organization, accelerating our value creation plans, driving strong momentum in our core, and rallying around new AI opportunities,” said Jesse Wiley, chair of the board. “As an experienced C-suite operator and Wiley veteran, he brings a deep understanding of our markets, customers, operations, financials, and people – all of which has been evident in our material progress.”

Wiley continued: “After a formal process that included a global search, the Board has concluded that Matt is the right person to lead Wiley through the next phase of our journey as a knowledge solutions company. We look forward to working alongside him to continue our momentum and deliver significant value for our stakeholders, including shareholders, customers, and colleagues.”

Under Kissner’s leadership, Wiley recently exceeded its Fiscal 2024 earnings guidance and other stated objectives, delivered revenue in the higher end of its range, and executed two GenAI content rights projects. The Company is targeting revenue, profit, and free cash flow growth in Fiscal 2025 and Fiscal 2026 driven by business momentum and accelerated run rate cost savings.

Kissner has been with Wiley in a leadership, board, or consulting role for over 20 years, including as Interim President and CEO, Group Executive, and Board Chair. Prior to Wiley, he held leadership positions with Pitney Bowes, Bankers Trust, Citibank, and Morgan Stanley.

“I am honored by the Board’s trust in me to lead this remarkable company into its next exciting phase,” said Matt Kissner, Wiley’s president and CEO. “Our markets are trending favorably, our financials are strong, and our culture is reinvigorated.”

“I want to thank our global colleagues for their caring, agility, and sharp execution during this pivotal period. We are motivated by our mission to help solve some of the world’s biggest challenges through the creation of knowledge and its application in science, learning and innovation. We are immensely proud of our 200-year history and energized by our ever-increasing relevance in today’s digital knowledge economy,” added Kissner.

More information can be found at www.wiley.com and investors.wiley.com.

About Wiley
Wiley is one of the world’s largest publishers and a trusted leader in research and learning. Our industry-leading content, services, platforms, and knowledge networks are tailored to meet the evolving needs of our customers and partners, including researchers, students, instructors, professionals, institutions, and corporations. We enable knowledge-seekers to transform today’s biggest obstacles into tomorrow’s


brightest opportunities. For more than two centuries, Wiley has been delivering on its timeless mission to unlock human potential. Visit us at Wiley.com. Follow us on Facebook, Twitter, LinkedIn and Instagram.

Investors
Brian Campbell
brian.campbell@wiley.com
201.748.6874

Media
Andrea Sherman
asherman@wiley.com
(203) 536-7564



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Cover
Jul. 08, 2024
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John Wiley and Sons (NYSE:WLYB)
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