Skip to main content
Midas Edge

JOHN WILEY SONS INC

For the period ended Apr 30, 2024. Filed Jun 26, 2024.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Jun 26, 2024

WLYB$50.25-1.1%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

ITEM 15. Exhibits and Financial Statement Schedules

(a) Documents filed as a part of this Annual Report on Form 10-K:

(1) Financial Statements

See Index to Consolidated Financial Statements and Schedule of this Annual Report on Form 10-K in Part II Item 8.

(2) Financial Statement Schedule

See Schedule II - Valuation and Qualifying Accounts and Reserves - Years Ended April 30, 2024,2023, and 2022 of this Annual Report on Form 10-K. The other schedules are omitted as they are not applicable, or the amounts involved are not material.

(3) Exhibits

Articles of Incorporation and By-Laws
3.1Restated Certificate of Incorporation of John Wiley & Sons, Inc. July 1, 1992 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended July 31, 2022).
3.2Restated Certificate of Incorporation (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 1992).
3.3Certificate of Amendment of the Certificate of Incorporation dated October 13, 1995 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 1996).
3.4Certificate of Amendment of the Certificate of Incorporation dated as of September 1998 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1998).
3.5Certificate of Amendment of the Certificate of Incorporation dated as of September 1999 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1999).
3.6Amended and Restated By-Laws effective December 13, 2023 (incorporated by reference to Form 8-K dated December 19, 2023)
3.7*John Wiley and Sons, Inc. Insider Trading Policy dated March 22, 2024.
3.8*John Wiley and Sons, Inc. Clawback Policy effective November 27, 2023.

Index

Instruments Defining the Rights of Security Holders, Including Indentures
4.1Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to the Company’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended April 30, 2020).
Material Contracts
10.1Form of the Fiscal Year 2024 Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2023.●
10.2Form of the Fiscal Year 2024 Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2023).●
10.3Restricted Share Unit Grant Agreement Under the Executive Long-Term Incentive Plan, Under the Business Officer Equity Program Pursuant to the 2022 Omnibus Stock Plan and Long-Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended July 31, 2023).●
10.4Performance Share Unit Grant Agreement Under the Executive Long-Term Incentive Plan, Under the Business Officer Equity Program Pursuant to the 2022 Omnibus Stock Plan and Long-Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2023).●
10.5Restricted Share Unit Grant Agreement for Matthew Kissner Under the Executive Long-Term Incentive Plan, Pursuant to the 2022 Omnibus Stock Plan and Long-Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2023).●
10.6Form of the Fiscal Year 2024 Non-Qualified Premium Stock Option Grant Agreement Pursuant to the 2022 Omnibus Stock Plan and Long-Term Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2023).●
10.7Form of the Fiscal Year 2023 Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended July 31, 2022).●
10.8Restricted Share Unit Grant Agreement Under the Executive Long-Term Incentive Plan, Under the Business Officer Equity Program Pursuant to the 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended July 31, 2022).●
10.9Performance Share Unit Grant Agreement Under the Executive Long-Term Incentive Plan, Under the Business Officer Equity Program Pursuant to the 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended July 31, 2022).●
10.102018 Director Stock Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2019).●
10.11John Wiley & Sons, Inc. 2022 Omnibus Stock Plan and Long-Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2022).●
10.12Amended 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2014).●
10.13John Wiley & Sons, Inc. Director Restricted Share Unit Grant Agreement (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2022.●
10.14John Wiley & Sons, Inc. Deferred Compensation Plan for Directors’ 2005 & After Compensation Amended and Restated as of September 29, 2022 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2022).●

Index

10.15Second Amendment to the Third Amended and Restated Credit Agreement, dated as of November 30, 2022, among John Wiley & Sons, Inc., John Wiley & Sons Limited, J Wiley Limited, Wiley Europe Investment Holdings Limited, and Wiley-VCH GmbH, as borrowers, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other Lenders party thereto, which amends the Third Amended and Restated Credit Agreement dated as of May 30, 2019 (incorporated by reference to the Company’s Report on Form 8-K dated as of December 6, 2022).
10.16Revised as of November 30, 2022 Third Amended and Restated Credit Agreement, among John Wiley & Sons, Inc., John Wiley & Sons Limited, J Wiley Limited, Wiley Europe Investment Holdings Limited, and Wiley-VCH GmbH , as borrowers, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other Lenders party thereto, which amends the Third Amended and Restated Credit Agreement dated as of May 30, 2019 (incorporated by reference to the Company’s Report on Form 8-K dated as December 6, 2022).
10.17Agreement of the Lease dated as of July 14, 2014 between Hub Properties Trust as Landlord, an independent third party, and John Wiley & Sons, Inc as Tenant (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2014).
10.18Form of the Fiscal Year 2022 Executive Long Term Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.19Form of the Fiscal Year 2022 Restricted Share Unit Grant Agreement under the Executive Long-Term Incentive Plan, under the Business Officer Equity Program, Pursuant to the 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2021).●
10.20Form of the Fiscal Year 2022 Performance Share Unit Grant Agreement, under the Executive Long-Term Incentive Plan, Under the Business Officer Equity Program Pursuant to the 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2021).●
10.21Form of the Fiscal Year 2022 Non-Qualified Premium Stock Option Grant Agreement Pursuant to the 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2021).●
10.22Executive Severance Plan (“ESP”), with an effective date of June 20, 2016, as amended September 22, 2023 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2023).●
10.23Employment Letter dated October 12, 2017 between Brian A. Napack, President and Chief Executive Officer, and the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2017).●
10.24Employment Letter dated October 9, 2023 between Matthew Kissner, Interim President and Chief Executive Officer, and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 10, 2023).●
10.25*Employment Letter dated October 15, 2021 between James Flynn, Executive Vice President and General Manager, Research, and the Company.●
10.26Employment Letter dated April 20, 2018 between Aref Matin, Executive Vice President and Chief Technology Officer, and the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2020).●
10.27Senior Executive Employment Agreement dated as of October 25, 2021 between Christina Van Tassell and the Company (incorporated by reference to the Company’s Current Report on Form 8-K dated as of October 28, 2021).●
10.28Employment Agreement dated August 7, 2020 between Todd Zipper, Executive Vice President & General Manager, Education Services and the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2021).●

Index

10.29Employment Agreement dated August 18, 2018 between Matthew Leavy, Senior Vice President, Business Development and the Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended April 30, 2023).●
10.30John Wiley & Sons, Inc. Supplemental Executive Retirement Plan as Amended and Restated effective as of January 1, 2014 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.31John Wiley & Sons, Inc. Supplemental Benefit Plan Amended and Restated as of January 1, 2014 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.32Deferred Compensation Plan of John Wiley & Sons, Inc. as Amended and Restated Effective as of January 1, 2016 including amendments through December 31, 2016 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.33Amendment to the Deferred Compensation Plan of John Wiley & Sons, Inc. effective January 1, 2020 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.34Amendment to the Deferred Compensation Plan of John Wiley & Sons, Inc. effective January 1, 2022 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2022).●
10.35*Amendment to the Deferred Compensation Plan of John Wiley & Sons, Inc. effective January 1, 2024.
10.36Amendment to the Employees’ Retirement Plan of John Wiley & Sons, Inc. effective October 1, 2016 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.37Amendment to the Employees’ Retirement Plan of John Wiley & Sons, Inc. (IRS model 436 provisions) (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.38John Wiley & Sons, Inc. Employees’ Savings Plan Amended and Restated Effective July 1, 2013 including amendments through January 1, 2014 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.39Amendment to the John Wiley & Sons, Inc. Employees’ Savings Plan approved December 19, 2018 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.40Amendment to the John Wiley & Sons, Inc. Employees’ Savings Plan approved September 26, 2019 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.41Amendment to the John Wiley & Sons, inc. Employees’ Savings Plan effective January 1, 2020 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.42Amendment to the John Wiley & Sons, Inc. Employees’ Savings Plan effective September 1, 2020 and January 1, 2021 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●
10.43Amendment to the John Wiley & Sons, Inc. Employees' Savings Plan effective January 1, 2022 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2022).●
Subsidiaries
21*List of Subsidiaries of the Company.

Index

Consent of Independent Registered Public Accounting Firm
23.1*Consent of PricewaterhouseCoopers LLP.
23.2*Consent of KPMG LLP.
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1*Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1**Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Inline XBRL
101.INS*Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*Filed herewith

** Furnished herewith

Indicates management compensatory plan, contract, or arrangement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.