JOHN WILEY Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
JOHN WILEY Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On June 26, 2017, John Wiley & Sons, Inc. (the “Company”) entered into an addendum (the “Addendum”) to the Employment Agreement with John A. Kritzmacher, the Company’s Chief Financial Officer & EVP, Technology and Operations, dated as of May 20, 2013 (the “Employment Agreement”).
The Addendum replaces Section 9 of the Employment Agreement and includes modifying the type and amount of compensation payable to Mr. Kritzmacher in the event of termination of his employment upon a Without Cause Termination, or a Constructive Discharge Absent a Change of Control (as defined in the Addendum). In such an event, the Addendum provides that Mr. Kritzmacher would be paid a severance pay amount equal to the sum of his base salary payable during one month plus one-twelfth of his most recent target annual incentive under any executive annual incentive plan established by the Company, multiplied by twenty-four. In addition, vesting of Mr. Kritzmacher’s earned performance share units, stock options, and restricted shares would accelerate, and he would be eligible for prorated participation through date of termination for any earned performance shares under any executive long term incentive plan established by the Company, to be vested at the time of completion of respective performance periods. In connection with entry into the Addendum, the Company also provided Mr. Kritzmacher with a supplemental restricted share unit grant of $1 million, vesting over a three-year period beginning in April 2018. Other than the changes to Section 9, all other sections of the Employment Agreement remain unchanged.
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.
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.