JOHN WILEY & SONS, INC. (NYSE:JW.A) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 – Submission of Matters to a Vote of Security Holders.
The annual meeting of the Company's shareholders (the "Annual Meeting") was held on September 28, 2017.Proxies for the meeting were solicited to Section 14(e) of the Securities Act of 1934 and there was no solicitation in opposition to the Board's solicitations.At this Annual Meeting, the shareholders were requested to: (1) elect a board of directors; (2) ratify the appointment by the Board of Directors of the Company's independent public accountants for the fiscal year ending April 30, 2018; (3) cast an advisory vote on the executive compensation of the Company's named executive officers as disclosed in the Proxy Statement, filed with the U.S. Securities and Exchange Commission on August 18, 2017; and (4) cast an advisory vote on the frequency of the of the named executive officer compensation vote.
|
(1) |
At the Annual Meeting, the holders of 45,664,250 shares of the Company's Class A Common Stock were represented in person or by proxy constituting a quorum.The tabulation below sets forth the voting results for each Class A Director: |
|
FOR |
WITHHELD |
Broker Non Votes |
|
|
George Bell |
40,290,738 |
2,390,134 |
2,983,378 |
|
Laurie A. Leshin |
41,771,696 |
909,176 |
2,983,378 |
|
William Pence |
41,847,391 |
833,481 |
2,983,378 |
|
Kalpana Raina |
41,740,342 |
940,530 |
2,983,378 |
|
At the Annual Meeting, the holders of 9,054,119 shares of the Company's Class B Common Stock were represented in person or by proxy constituting a quorum.The tabulation below sets forth the voting results for each Class B Director: |
|
FOR |
WITHHELD |
Broker Non Votes |
|
|
Matthew S. Kissner |
8,437,996 |
1,852 |
614,271 |
|
Mari J. Baker |
8,437,996 |
1,852 |
614,271 |
|
William J. Pesce |
8,415,981 |
23,867 |
614,271 |
|
William B. Plummer |
8,437,996 |
1,852 |
614,271 |
|
David C. Dobson |
8,437,996 |
1,852 |
614,271 |
|
Jesse C. Wiley |
8,410,792 |
29,056 |
614,271 |
|
Raymond W. McDaniel, Jr. |
8,437,996 |
1,852 |
614,271 |
|
(2) |
At the Annual Meeting, the holders of 13,620,544 shares of the Company's combined Class A and Class B Common Stock were represented in person or by proxy to ratify the appointment by the Board of Directors of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2018; tabulation as follows: |
|
FOR |
AGAINST |
ABSTAIN |
|
13,305,116 |
312,909 |
2,519 |
|
(3) |
At the Annual Meeting, the holders of 13,620,544 of the Company's combined Class A and Class B Common Stock were represented in person to consider and approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement; tabulation as follows: |
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|
12,612,323 |
88,653 |
6,959 |
912,609 |
|
(4) |
At the Annual Meeting, the holders of 13,620,544 of the Company's combined Class A and Class B Common Stock were represented in person to consider and approve, on a non-binding advisory basis, the frequency of the Company's named executive officer vote as disclosed in the Proxy Statement; tabulation as follows: |
|
EVERY YEAR |
EVERY TWO YEARS |
EVERY THREE YEARS |
ABSTAIN |
BROKER NON-VOTES |
|
12,184,085 |
20,417 |
496,617 |
6,817 |
912,608 |
The Company has decided to continue providing an advisory shareholder vote on the compensation of its named executive officers every year.
About JOHN WILEY & SONS, INC. (NYSE:JW.A)
John Wiley & Sons, Inc. provides knowledge and knowledge-enabled services in the areas of research, professional practice and education. The Company operates through three segments: Research, Professional Development and Education. Through the Research segment, the Company provides digital and print scientific, technical, medical and scholarly journals, reference works, books, database services and advertising. The Professional Development segment provides digital and print books, corporate learning solutions, employment talent solutions and training services, and test prep and certification. In the Education segment, the Company provides print and digital content, and education solutions, including online program management services for higher education institutions and course management tools for instructors and students. The Company is engaged in developing and cross-marketing products to its customer base of researchers, professionals, students and educators.
