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.
(e) As previously announced, on May 8, 2017, Mark J. Allin resigned from John Wiley & Sons, Inc. (the “Company”).The Company entered into a Separation and Release Agreement with Mr. Allin on July 6, 2017, to be effective as of June 9, 2017 (the “Agreement”).The terms of the Agreement include the following:
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Severance of 2x annual base salary; |
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Continued vesting of stock options and restricted share units granted under the Company’s Executive Long-Term Incentive Plan; |
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Accelerated vesting of all earned but unvested performance share units; |
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Prorated participation in FY16-18 and FY17-19 performance cycles, with payout based on actual performance determined at the end of the cycles; |
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Accelerated vesting of the remaining balance of restricted share grant from June 2015 (7,500 shares); |
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Payment of earned incentives under the Company’s FY17 Executive Annual Incentive Plan; |
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Agreement to act as a senior advisor consultant to the Company, through August 2017, for a total amount of $429,000; |
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24 months’ coverage under the Company’s health and insurance plans, to the extent comparable coverage is not provided by a new employer; |
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Reimbursement for professional services (i.e., legal, tax and financial consulting) up to $150,000 per year for two (2) years; |
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A covenant not to compete for nine (9) months and a non-solicitation clause for one (1) year; |
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All payments and benefits Mr. Allin is entitled to under the Company’s Supplemental Executive Retirement Plan, and other UK and US deferred compensation plans; and |
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Reimbursement of relocation expenses from the U.S. to the U.K. |
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.