We cordially invite you to attend the ~~2015~~2017 Annual Meeting of Shareholders of John Wiley & Sons, Inc., to be held on Thursday, ~~October 1, 2015,~~September 28, 2017, at 9:8:00 A.M., EDT. We are also hosting our Annual Meeting online to make it easier for our shareholders to attend. The Annual Meeting will be simulcast online at www.virtualshareholdermeeting.com/JWA2017. Details of access to the webcast are provided in the Notice of Meeting. For shareholders who wish to attend the meeting in person, accommodations will be available at the Company’s headquarters, 111 River Street, Hoboken, New Jersey. The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B shareholders are enclosed with this letter. The matters listed in the Notice of Meeting are described in the Proxy Statement.

The Board of Directors welcomes and appreciates the interest of all our shareholders in the Company’s affairs, and encourages those entitled to vote at this Annual Meeting to take the time to do so. We hope you will attend the meeting, but whether or not you expect to be ~~personally~~ present, please vote your shares, either by signing, dating, and promptly returning the proxy card (or, if you own two classes of shares, both proxy cards) in the accompanying postage-paid envelope, by telephone using the toll-free telephone number printed on the proxy card, or via the Internet using the instructions printed on the proxy card. This will ensure that your shares are represented at the meeting. Even if you execute this proxy, vote by telephone, or vote via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Corporate Secretary of the Company, by executing and delivering a later-dated proxy (either in writing, by telephone, or via the Internet), or by voting in person or online at the Annual Meeting. If you attend the meeting, you will be able to vote in person if you wish to do so, even if you previously returned your proxy card, voted by telephone, or voted via the ~~Internet.~~Internet prior to the Annual Meeting.

Your vote is important to us, and we appreciate your prompt attention to this matter.

The Annual Meeting of Shareholders of John Wiley & Sons, Inc. will be held online at www.virtualshareholdermeeting.com/JWA2017. For shareholders who wish to attend the meeting in person, accommodations will be available at the Company’s headquarters, 111 River Street, Hoboken, New ~~Jersey,~~Jersey. The Annual Meeting will be held on Thursday, ~~October 1, 2015~~September 28, 2017 at 9: 8:00 A.M., EDT, for the following purposes:

1. To elect a board of eleven (11) directors, of whom four (4) are to be elected by the holders of Class A Common Stock voting as a class and seven (7) are to be elected by the holders of Class B Common Stock voting as a class;

~~2. To ratify the appointment by the Board of Directors of the Company’s independent public accountants for the fiscal year ending April 30, 2016;~~

Shareholders of record at the close of business on August 4, ~~2015~~2017 are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. Attendance at the Annual Meeting will be limited to shareholders as of the record date. Each shareholder will need to provide an admission ticket or proof of ownership of the Company’s stock and valid picture identification for admission to the meeting. Admission procedures are described further on page 1 of the Proxy Statement.

Your vote is important to us. Whether or not you plan to be present at the Annual Meeting, please vote your proxy either via the Internet, by telephone, or by mail. Signing and returning the proxy card, voting via the Internet or by telephone does not affect your right to vote in person or online, if you attend the Annual Meeting.

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of John Wiley & Sons, Inc. (the “Company” or “Wiley”) of proxies to be used at the Annual Meeting of Shareholders to be held on October 1, 2015 at the time and place set forth in the accompanying Notice of Meeting and at any and all adjournments thereof. This Proxy Statement and accompanying forms of proxy relating to each class of Common Stock, together with the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2015 (“Fiscal 2015”), are first being sent or given to shareholders on August 17, 2015.

~~The executive offices of the Company are at 111 River Street, Hoboken, New Jersey 07030-5774.~~

~~Important Notice Regarding the Availability of Proxy Materials for the~~
~~Annual Meeting of Shareholders to be held on October 1, 2015~~

This year we are again using the “Notice and Access” system adopted by the Securities and Exchange Commission relating to the delivery of proxy materials over the Internet. As a result, we mailed you a notice about the Internet availability of the proxy materials instead of paper copies. Shareholders will have the ability to access the proxy materials over the Internet and to request a paper copy of the materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the Notice. We believe that the Notice and Access rules will allow us to use Internet technology that many shareholders prefer, assure more prompt delivery of the proxy materials, lower our cost of printing and delivering the proxy materials, and minimize the environmental impact of printing paper copies.

~~The Proxy Statement and the Annual Report on Form 10-K are available at www.proxyvote.com.~~

			At the close of business on August 4, 2017, there were 47,917,413 shares of Class A Common Stock, par value $1.00 per share (the “Class A Stock”), and 9,167,393 shares of Class B Common Stock, par value $1.00 per share (the “Class B Stock”), issued and outstanding and entitled to vote. Only shareholders of record at the close of business on August 4, 2017 are entitled to vote at the Annual Meeting of Shareholders on the matters that come before the Annual Meeting.

			The holders of Class A Stock, voting as a class, are entitled to elect four (4) directors, and the holders of Class B Stock, voting as a class, are entitled to elect seven (7) directors. Each outstanding share of Class A Stock and Class B Stock is entitled to one vote for each Class A or Class B director, respectively. The presence in person or by proxy of a majority of the outstanding shares of Class A Stock or Class B Stock entitled to vote for directors designated as Class A or Class B directors, as the case may be, will constitute a quorum for the purpose of voting to elect that class of directors. All elections shall be determined by a plurality of the class of shares voting thereon. Only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. Shares present at the meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for such nominee will not be counted toward such nominee’s achievement of a plurality.

			The holders of the Class A Stock and Class B Stock vote together as a single class on all other business that properly comes before the Annual Meeting, with each outstanding share of Class A Stock entitled to one-tenth (1/10) of one vote and each outstanding share of Class B Stock entitled to one vote.

			Proposals 2, 3 and 4 require approval by a majority of votes cast at the Annual Meeting. Abstentions and broker non-votes are not counted in determining the votes cast for “non-routine” matters, but do have the effect of reducing the number of affirmative votes required to achieve a majority for such matters by reducing the total number of shares from which the majority is calculated.

			If you are a beneficial shareholder and your broker holds your shares in its name, the broker is permitted to vote your shares on proposal 2 even if the broker does not receive voting instructions from you as the proposal is considered a “routine matter.”

			The following table and footnotes set forth, at the close of business on August 4, 2017, information concerning each person of record, or known to the Company to own beneficially, or who might be deemed to own, 5% or more of its outstanding shares of Class A Stock or Class B Stock. The percentage of ownership is calculated based on 47,917,413 outstanding shares of Class A Stock and 9,167,393 outstanding shares of Class B Stock on August 4, 2017. The table below was prepared from the records of the Company and from information furnished to it. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described above.

			Security Ownership of Certain Beneficial Owners

Name and Address	Title Of Class	Amount And Nature Of Beneficial Ownership	Percent Of Class	Percentage Of Voting Power

E.P. Hamilton Trusts, LLC⁽¹⁾	A	462,338	0.96%	0.33%
965 Mission Street	B	8,125,536	88.64%	58.21%
San Francisco, CA

Deborah E. Wiley^(2)(3)(4)	A	1,253,434	2.62%	0.90%
111 River Street	B	18,643	0.20%	0.13%
Hoboken, NJ

Peter Booth Wiley^(2)(3)(4)	A	1,227,178	2.56%	0.88%
111 River Street	B	18,642	0.20%	0.13%
Hoboken, NJ

Name and Address	Title Of Class	Amount And Nature Of Beneficial Ownership	Percent Of Class	Percentage Of Voting Power
Bradford Wiley II^(2)(3)(4)	A	946,952	1.98%	0.68%
111 River Street	B	12,240	0.13%	0.09%
Hoboken, NJ

Franklin Advisory Services LLC⁽⁵⁾	A	5,016,505	10.47%	3.59%
55 Challenger Road 5th floor
Ridgefield Park, NJ 07660-2107

The Vanguard Group, Inc.⁽⁵⁾	A	4,286,630	8.95%	3.07%
100 Vanguard Boulevard V 26
Malvern, PA 19355-2331

SSgA Funds Management, Inc.⁽⁵⁾	A	2,852,272	5.95%	2.04%
State Street Financial Center 1 Lincoln Street
Boston, MA 02111-2901

BlackRock Fund Advisors⁽⁵⁾	A	3,396,598	7.09%	2.43%
400 Howard Street
San Francisco, CA 94105-2618

Champlain Investment Partners LLC⁽⁵⁾	A	3,154,365	6.58%	2.26%
180 Battery Street, Suite 400
Burlington, VT 05401-5334

~~VOTING SECURITIES, RECORD DATE, PRINCIPAL HOLDERS~~

At the close of business on August 4, 2015, there were 49,168,279 shares of Class A Common Stock, par value $1.00 per share (the “Class A Stock”), and 9,418,738 shares of Class B Common Stock, par value $1.00 per share (the “Class B Stock”), issued and outstanding and entitled to vote. Only shareholders of record at the close of business on August 4, 2015 are entitled to vote at the Annual Meeting of Shareholders on the matters that come before the Annual Meeting.

The holders of Class A Stock, voting as a class, are entitled to elect four (4) directors, and the holders of Class B Stock, voting as a class, are entitled to elect seven (7) directors. Each outstanding share of Class A Stock and Class B Stock is entitled to one vote for each Class A or Class B director, respectively. The presence in person or by proxy of a majority of the outstanding shares of Class A Stock or Class B Stock entitled to vote for directors designated as Class A or Class B directors, as the case may be, will constitute a quorum for the purpose of voting to elect that class of directors. All elections shall be determined by a plurality of the class of shares voting thereon. Only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. Shares present at the meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for such nominee will not be counted toward such nominee’s achievement of a plurality.

The holders of the Class A Stock and Class B Stock vote together as a single class on all other business that properly comes before the Annual Meeting, with each outstanding share of Class A Stock entitled to one-tenth (1/10) of one vote and each outstanding share of Class B Stock entitled to one vote.

Proposals 2 and 3 require approval by a majority of votes cast at the Annual Meeting. Abstentions and broker non-votes are not counted in determining the votes cast, but do have the effect of reducing the number of affirmative votes required to achieve a majority for such matters by reducing the total number of shares from which the majority is calculated.

If you are a beneficial shareholder and your broker holds your shares in its name, the broker is permitted to vote your shares on proposal 2 even if the broker does not receive voting instructions from you.

The following table and footnotes set forth, at the close of business on August 4, 2015, information concerning each person of record, or known to the Company to own beneficially, or who might be deemed to own, 5% or more of its outstanding shares of Class A Stock or Class B Stock. The table below was prepared from the records of the Company and from information furnished to it. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described above.

Name and Address Class of
Stock Common Stock
Owned Beneficially Percent
of Class Percent of
Total Voting
Power

E.P. Hamilton Trusts, LLC⁽¹⁾ A 462,338 1 % .03 %
965 Mission Street B 8,125,536 86 % 56 %
San Francisco, CA

Deborah E. Wiley^(2)(3)(4)(6) A 1,253,976 2.6 % 1 %
111 River Street B 60,260 0.6 % .4 %
Hoboken, NJ

Peter Booth Wiley^(2)(3)(4)(6) A 1,227,738 2.5 % .09 %
111 River Street B 18,642 0.2 % .1 %
Hoboken, NJ

Bradford Wiley II^(2)(3)(4)(6) A 1,046,952 2.1 % .07 %
111 River Street B 105,643 1.1 % 0.7 %
Hoboken, NJ

Name and Address Class of
Stock Common Stock
Owned Beneficially Percent
of Class Percent of
Total Voting
Power

Pioneer Investment Management, Inc.⁽⁵⁾ A 3,423,936 6.95 % .24 %
60 State Street
Boston, MA
Investment Manager

Franklin Advisory⁽⁶⁾ A 4,724,758 9.60 % .33 %
One Parker Plaza
Fort Lee, NJ 07024

Capital Research and Management Co.⁽⁵⁾ A 2,531,930 5.14 % .18 %
333 South Hope Street
55th Floor
Los Angeles, CA 90071

The Vanguard Group, Inc.⁽⁵⁾ A 3,191,100 6.48 % .22 %
455 Devon Park Drive
Wayne, PA 19087-1815

BlackRock Fund Advisors⁽⁵⁾ A 2,712,201 5.51 % .19 %
40 East 52nd Street, 2nd Floor
New York, NY, USA 10022

⁽¹⁾

Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as members of the E.P. Hamilton Trusts, LLC established for the purpose of investing in, owning and managing securities of John Wiley & Sons, Inc., share investment and voting power. Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley as members of the E.P. Hamilton Trusts LLC, share voting and investment power with respect to 462,338 shares of Class A Stock and 8,125,536 shares of Class B Stock.


	⁽²⁾	Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as co-trustees, share voting and investment power with respect to 55,072 shares of Class A Stock and 36,720 shares of Class B Stock under the Trust of Esther B. Wiley. For purposes of this table, each is shown as the owner of one-third of such shares.


	⁽³⁾	~~Includes 540 shares of Class A Stock and 8,160 shares of Class B Stock of which Deborah E. Wiley is custodian for minor children.~~

⁽⁴⁾

Includes 400,000 shares of indirectly owned Class A Common Stock representing a membership interest in WG6 LLC.

⁽⁵⁾

~~Based on filings with the Securities and Exchange Commission, including filings pursuant to Rule 13f-1 of the Securities Exchange Act of 1934, and other information deemed reliable by the Company.~~

⁽⁶⁾⁽⁴⁾

Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as general partners of a limited partnership, share voting and investment power with respect to 301,645 shares of Class A Stock. For ~~purpose~~purposes of this table, each is shown as the owner of ~~one third~~one-third of such shares.

~~PROPOSALS ON WHICH YOU MAY VOTE~~

~~Proposal 1. Election of Directors’ Nominees for the Board of Directors~~

~~Process for Identifying and Evaluating Nominees for Director~~

The Board annually recommends the slate of director nominees for election by the shareholders at the Annual Meeting and is responsible for filling vacancies on the Board at any time during the year. The Governance Committee has a process to identify and review qualified individuals to stand for election, regardless of whether the current directors, a search firm or shareholders recommend the potential nominee. The Governance Committee has the authority to independently engage the services of a third-party search firm or other consultant to assist in identifying and screening potential director nominees, and has engaged a third-party search firm to do so. The full Board reviews and has final approval on all potential director nominees being recommended to the shareholders for election to the Board.

4
	⁽⁵⁾	Based on filings with the Securities and Exchange Commission, including filings as March 31, 2017 pursuant to Rule 13f-1 of the Securities Exchange Act of 1934, and other information deemed reliable by the Company.

PROPOSALS ON WHICH YOU MAY VOTE

The Board and the Governance Committee consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members: (1) The Board seeks qualified individuals who, taken together, represent the required diversity of skills, backgrounds and experience for the Board taken as a whole; (2) A director should have the required expertise and experience, should have a proven record of professional success and leadership and should be able to offer advice and guidance to the CEO; (3) A director should possess the highest personal and professional ethics, integrity and values; must be inquisitive and objective and have the ability to exercise practical and sound business judgment; (4) A director should have the ability to work effectively with others; (5) Assuming that a potential director nominee possesses the required skills, background and experience, the Board also considers ethnic and gender diversity (it should be noted that of the eleven director nominees standing for election, two are female and one is a person of color); (6) A majority of directors should be independent; and (7) A director retires from the Board at the annual meeting following his or her 70th birthday, unless an exception is approved by the Board.

~~Director Qualifications~~

The Company’s Board has identified the following skill sets that are most important to the successful implementation of the Company’s long-range strategic plan: industry experience; strategic planning/business development/managerial experience; financial literacy or expertise; marketing experience; general operations/manufacturing experience; international experience; information technology experience; government relations/regulatory agency experience; and management development and compensation experience. Information about each director nominee’s specific experience, qualifications and skills can be found in the biographical information below.

There are eleven nominees for election this year. Detailed information on each nominee is provided on pages 6 to 8. Except when the Board fills a vacancy occurring during the year preceding the next Annual Meeting of Shareholders, all directors are elected annually and serve a one-year term until the next Annual Meeting.

Eleven (11) directors are to be elected to hold office until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. Unless contrary instructions are indicated or the proxy is previously revoked, it is the intention of management to vote proxies received for the election of the persons named below as directors. Directors of each class are elected by a plurality of votes cast by that class. If you do not wish your shares to be voted for particular nominees, please so indicate in the space provided on the proxy card, or follow the directions given by the telephone voting service or the Internet voting site.The Holders of Class A Stock are entitled to elect 30% of the entire board. As a consequence, four (4) Directors will be elected by the holders of Class A Stock. The holders of Class B Stock are entitled to elect seven (7) Directors.

All of the nominees are currently directors of the Company and were elected to their present terms of office at the Annual Meeting of Shareholders held in September 2014, except Mark Allin who was elected to the Board effective June 1, 2015 to fill the vacancy created by the resignation of Stephen M. Smith as President, Chief Executive Officer and Director. Except as otherwise indicated below, all of the nominees have been engaged in their present principal occupations or in executive capacities with the same employers for more than the past five years. The Company’s By-Laws provide for mandatory retirement of directors at age 70, but allow the Board discretion to nominate for election a candidate who, by reason of having attained age 70, would otherwise not be qualified to serve. It was the Board’s judgment that Peter Booth Wiley, who has provided the Board with invaluable service, be proposed as a Class B director, notwithstanding his having attained age 72, this year. Similarly, Eduardo Menascé attained age 70 this year, and the Board decided that Eduardo Menascé’s continued services would be beneficial to the Board and company management.

		Proposal 1. Election of Directors’ Nominees for the Board of Directors

		Process for Identifying and Evaluating Nominees for Director

		The Board annually recommends the slate of director nominees for election by the shareholders at the Annual Meeting and is responsible for filling vacancies on the Board at any time during the year. The Governance Committee has a process to identify and review qualified individuals to stand for election, regardless of whether the current directors, a search firm or shareholders recommend the potential nominee. The Governance Committee has the authority to independently engage the services of a third-party search firm or other consultant to assist in identifying and screening potential director nominees, and has engaged a third-party search firm to do so. The full Board reviews and has final approval on all potential director nominees being recommended to the shareholders for election to the Board.

Peter Booth Wiley, Mark Allin and Gary M. Rinck have agreed to represent shareholders submitting proper proxies by mail, via the Internet, or by telephone, and to vote for the election of the nominees listed herein, unless otherwise directed by the authority granted or withheld on the proxy cards, by telephone or via the Internet. Although the Board has no reason to believe that any of the persons named below as nominees will be unable or decline to serve, if any such person is unable or declines to serve, the persons named above may vote for another person at their discretion.

		The Board and the Governance Committee consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members:

		(1) The Board seeks qualified individuals who, taken together, represent the required diversity of skills, backgrounds and experience for the Board taken as a whole; (2) A director should have the required expertise and experience, should have a proven record of professional success and leadership and should be able to offer advice and guidance to the Company; (3) A director should possess the highest personal and professional ethics, integrity and values; must be inquisitive and objective and have the ability to exercise practical and sound business judgment; (4) A director should have the ability to work effectively with others; (5) Assuming that a potential director nominee possesses the required skills, background and experience, the Board also considers ethnic and gender diversity (it should be noted that of the eleven director nominees standing for election, three are female and two are minorities); (6) A majority of directors should be independent; and (7) A director retires from the Board at the annual meeting following his or her 70th birthday, unless an exception is approved by the Board.

		E~~lection of Directors~~Director Qualifications

		The Company’s Board has identified the following skill sets that are most important to the successful implementation of the Company’s long-range strategic plan: industry experience; strategic planning/business development/managerial experience; financial literacy or expertise; marketing experience; general operations/manufacturing experience; international experience; information technology experience; government relations/regulatory agency experience; and management development and compensation experience. Information about each director nominee’s specific experience, qualifications and skills can be found in the biographical information below.

		There are eleven (11) nominees for election this year. Detailed information on each nominee is provided on pages 6 to 10. Except when the Board fills a vacancy occurring during the year preceding the next Annual Meeting of Shareholders, all directors are elected annually and serve a one-year term until the next Annual Meeting.

		Eleven (11) directors are to be elected to hold office until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. Unless contrary instructions are indicated or the proxy is previously revoked, it is the intention of management to vote proxies received for the election of the persons named below as directors. Directors of each class are elected by a plurality of votes cast by that class. If you do not wish your shares to be voted for particular nominees, please so indicate in the space provided on the proxy card, or follow the directions given by the telephone voting service or the Internet voting site. The holders of Class A Stock are entitled to elect 30% of the entire Board and if 30% of the authorized number of directors is not a whole number, the holders of Class A Stock are entitled to elect the nearest higher whole number of directors that is at least 30% of such membership. As a consequence, four (4) directors will be elected by the holders of Class A Stock. The holders of Class B Stock are entitled to elect seven (7) directors.


		All of the nominees are currently directors of the Company and were elected to their present terms of office at the Annual Meeting of Shareholders held in September 2016, except David C. Dobson who was elected to the Board effective March 22, 2017, to fill the vacancy created by the resignation of Eduardo Menascé. The Company’s By-Laws provide for mandatory retirement of directors at age 70, but gives the Board discretion to nominate for election a candidate who, by reason of having attained age 70, would otherwise not be qualified to serve if the Board deems that special circumstances justify such action.

		Matthew S. Kissner and Gary M. Rinck have agreed to represent shareholders submitting proper proxies by mail, via the Internet, or by telephone, and to vote for the election of the nominees listed herein, unless otherwise directed by the authority granted or withheld on the proxy cards, by telephone or via the Internet. Although the Board has no reason to believe that any of the persons named below as nominees will be unable or decline to serve, if any such person is unable or declines to serve, the persons named above may vote for another person at their discretion.

		Election of Directors

		*Directors to be Elected by Class A Shareholders and Their Qualifications*

		~~Mari J. Baker~~, a director since 2011, has held a number of executive officer positions in public and private companies primarily in technology fields, including roles as CEO of PlayFirst, Inc. and Navigenics, Inc., COO of Velti, plc (NASDAQ:VELT), President of BabyCenter, Inc., a Johnson and Johnson company (NYSE: JNJ), and SVP/General Manager at Intuit, Inc. (NASDAQ: INTU). She has been involved in the venture capital community, including serving as executive-in-residence at Kleiner Perkins Caulfield and Byers; in the higher education community, as a Trustee of Stanford University as well as an Advisor to the Clayman Institute at Stanford; and in the executive leadership community, through her service as an officer in Young Presidents Organization. Age 50. Ms. Baker’s qualifications for service on the Company’s board include: (i) service on the boards of Velti, PlayFirst, Navigenics and Cozi Group, Inc. and on the Board of Trustees of Stanford University; and (ii) proven business leader, experienced general manager and internet marketing veteran.

		George Bell,, a director since 2014, ~~is an executive-in-residence at~~has been affiliated with General Catalyst Partners, a venture capital and private equity firm, ~~since November 2013~~as a Managing Director and then an Executive in Residence, from 2006 to 2016. Mr. Bell is a 30-year veteran of creating and growing ~~several~~consumer-facing and software businesses. ~~Prior~~From October 2010 to ~~re-joining General Catalyst,~~November 2013, he was President and CEO of Jumptap, ~~from October 2010 to November 2013,~~ a General Catalyst portfolio company, which sold to Millennial Media (NYSE: MM)~~; former Managing Partner at General Catalyst from April 2005 to October 2010; former~~. Mr. Bell was also President and CEO of ~~Upromise;~~Upromise 2001-2006, sold to Sallie Mae; former chairman and CEO of Excite and ~~Excite@Home;~~Excite@Home 1996-2001; founder of The Outdoor Life Network (now NBC Sports Network); former senior vice president of Times Mirror Magazines, overseeing titles such as SKI and Field & Stream; recipient of the Ernst & Young Entrepreneur of the Year Award for California and New England; four-time Emmy Award-winning producer and writer of documentaries on adventure, wildlife, and vanishing cultures. ~~Since January 2015~~ Mr. Bell ~~serves as Chairman~~is on the board of several technology-enabled private companies, and has served on the ~~Board~~board of ~~Visible Measures, a private, venture-backed company.~~Angie's List (NYSE: ANGI) since March 2016. Age ~~58.~~ 60.

		Mr. Bell’s qualifications for service on the Company’s ~~board~~Board include: (i) more than 30 years of entrepreneurial experience creating and growing consumer businesses as CEO; (ii) significant operating experience in consumer businesses, including introducing new business models and leveraging technology; and (iii) significant experience in assessing company operations and strategy.

		~~Raymond W. McDaniel, Jr.~~Laurie A. Leshin,, a director since ~~2005, has been Chief Executive Officer~~2015, became the 16th president of ~~Moody’s Corporation since April 2005. From 2005 – April 2012 he also~~Worcester Polytechnic Institute (WPI) in June of 2014. Dr. Leshin brings to the Wiley board over 20 years of experience as a leader in academia and government service, and an accomplished record as a space scientist. Prior to joining WPI, Dr. Leshin served as ~~Chairman~~the Dean of ~~Moody’s Corporation. In April 2012 he~~the School of Science at Rensselaer Polytechnic Institute in New York. There she expanded and strengthened interdisciplinary scientific research and education, championed diversity in STEM, and significantly expanded fundraising and outreach initiatives. While at Rensselaer, Dr. Leshin continued her work as a scientist for the Mars Curiosity Rover mission and was ~~named~~appointed by President ~~of Moody’s Corporation in addition~~Obama to ~~Chief Executive Officer. He previously~~the Advisory Board for the Smithsonian National Air and Space Museum. Prior to joining Rensselaer, Dr. Leshin served as ~~Chief Operating Officer~~the deputy director of ~~Moody’s Corporation from January 2004; President~~NASA’s Exploration Systems Mission Directorate, where she was responsible for oversight of ~~Moody’s Corporation from October 2004;~~NASA’s future human spaceflight programs and ~~President~~activities. Dr. Leshin also worked as the director of ~~Moody’s Investors~~science and exploration at NASA’s Goddard Space Flight Center. Dr. Leshin is a recipient of NASA’s Outstanding Leadership Medal, NASA’s Distinguished Public Service ~~since 2001. In prior assignments with Moody’s, he~~Medal, and the Meteoritical Society’s Nier Prize. She has served ~~as Senior Managing Director for Global Ratings & Research; Managing Director for International; and Director of Moody’s Europe, based in London. He has been a member of Moody’s Corporation~~on the Board of Directors ~~since 2003. In 2015 Mr. McDaniel was named as a member~~of Women in Aerospace and the Council of the ~~Board of Trustees of Muhlenberg College.~~American Geophysical Union. Age ~~57.~~ ~~Mr. McDaniel’s~~52.

		Dr. Leshin’s qualifications for service on the Company’s Board include: (i) executive leadership experience in academia and government service; (ii) being a leading scientist and educator in her field, (iii) insight into the needs and practices of the academic and research community critical for developing and innovating new business models in our key businesses.


		William Pence, joined the Wiley Board on May 1, 2016. Mr. Pence is an accomplished leader in the digital technology industry with over ~~eight~~25 years of experience. Most recently, Mr. Pence was Global Chief Technology Officer for AOL. In that role he led all aspects of AOL’s global technology strategy, platform development and external technology partnerships, as well as playing a key leadership role in the overall strategy and direction of AOL. He also created and led Area 51, which was focused on synchronizing innovation efforts across AOL’s venture investments, incubators, university relations, and internal R&D. Before joining AOL, Mr. Pence served as Executive Vice President and Chief Technology Officer of WebMD from 2007 to 2014 as well as Chief Operating Officer of WebMD from 2012 to 2014. At WebMD, he led many cross-company initiatives that drove innovative new products, improved operational efficiencies and user experiences for consumers and advertiser partners. He also drove technology and corporate operations improvement through automation, cloud technology and data management systems. Mr. Pence was instrumental in mobile product efforts across WebMD’s properties as well as the company’s global expansion. Prior to WebMD, Mr. Pence served as Chief Technology Officer and Senior Vice President at Napster from 2003 to 2007. From 2001 to 2003, he served as Senior Vice President and Chief Technology Officer of Pressplay, a Universal Music Group/Sony Music Entertainment joint venture, and from 2000 to 2001 he served as Senior Vice President and Chief Technology Officer of Universal Music Group. Previously, Mr. Pence spent more than a decade at IBM. Age 54.

		Mr. Pence’s qualifications for service on the Company’s Board include: (i) 25 years of experience ~~as Chairman~~in developing and ~~over 10 years of~~bringing innovative technology based products to market and (ii) operating experience as ~~Chief Executive Officer of Moody’s Corporation; (ii) extensive international experience; and (iii) experience in implementing international business expansion and new products.~~ a technology executive.


		Kalpana Raina,, a director since 2009, is Managing Partner of 252 Solutions, LLC, an advisory firm, since 2007. Previously, Ms. Raina was a senior executive with The Bank of New York Mellon Corp. She joined the bank in 1988 and held a variety of leadership positions including Executive Vice President and Head of European Country Management and Corporate Banking. Prior to that, she served in Mumbai, India, as Executive Vice President, International. During her eighteen-year career at Bank of New York she had responsibility for clients in the media, telecommunications, healthcare, retailing, hotels and leisure and financial services industries in Asia, Europe, and the United States. Ms. Raina is a member of Women Corporate Directors, The National Association of Corporate Directors, a director of Information Services Group, Inc., a director of Yellow Media Group, a Canadian public company, since December 2012, and was a director of Real Networks and The World Policy Institute until December 2013. Ms. Raina is also a past member of The US-India Business Council. Age ~~59.~~ 62.

		Ms. Raina’s qualifications for service on the Company’s Board include: (i) 18 years of experience as a media banker to industry; (ii) service on the boards of various other media/technology companies; and (iii) significant experience managing divisions in Europe and Asia.


		*Directors to be Elected by Class B Shareholders and Their Qualifications*


		~~Mark J. Allin~~was appointed the Company’s 12th President and Chief Executive Officer on June 1, 2015 and was simultaneously appointed to the Board. Mr. Allin joined Wiley with the acquisition of Capstone Publishing in 2000 (which he co-founded), after holding numerous senior positions at Blackwell Publishing, Simon & Schuster, and Pearson. In 2003, he became Vice President and Managing Director, Wiley Asia, before being promoted to Executive Vice President, Professional Development, in 2010 and then Chief Operating Officer in 2015. Mr. Allin’s publishing career has spanned three decades and began after studying at Anglia Ruskin University in the United Kingdom and working as a teacher in Zimbabwe. Age 54. Mr. Allin’s qualifications for service on the Company’s Board include: (i) 30 years of publishing experience; (ii) 12 years of service as a senior executive at the Company; (iii) extensive international publishing experience with the Company and previous employers; and (iv) significant experience in businesses in pursuit of the Company’s strategic goals including leading acquisitions and developing new markets in Asia.

		Matthew S. Kissner, a director since 2003, is ~~President~~the Chairman of the Board of Directors of John Wiley & Sons, Inc. and was appointed as the Company’s Interim Chief Executive Officer ~~of The Kissner Group, a financial advisory firm focusing~~ on financial, business and health care services. Prior to that he was Executive Vice President and Group President, Global Enterprise Solutions, Pitney Bowes, Inc., from 2004 to 2005; and Executive Vice President and Group President of Information Based Solutions and Document Messaging Technologies from 2001 to 2004.May 8, 2017. He ~~sits on the boards of private companies, and~~ is also a member of the Board Executive Committee of the Regional Plan ~~Association.~~Association, a non-profit urban research and advocacy organization that develops long-range plans and policies to guide the growth and improve the prosperity, infrastructure, sustainability, and quality of life of the New York/New Jersey/Connecticut metropolitan region. Age ~~61.~~63. Mr. Kissner’s extensive leadership experience includes several senior positions with Pitney Bowes, where he led a number of businesses, as well as leadership roles with Bankers Trust, Citibank, and Morgan Stanley. He has also been a private equity operating partner focusing on business, financial, and healthcare services. Mr. Kissner is an alumnus of New York University, where he obtained an MBA and a BS in Education, both with honors.

		Mari J. Baker, a director since 2011, has held a number of executive officer positions in public and private companies primarily in technology fields, including roles as CEO of PlayFirst, Inc. and Navigenics, Inc., COO of Velti, plc (NASDAQ:VELT), President of BabyCenter, Inc., a Johnson and Johnson company (NYSE: JNJ), and SVP/General Manager at Intuit, Inc. (NASDAQ: INTU). She has been involved in the venture capital community, including serving as executive-in-residence at Kleiner Perkins Caulfield and Byers; in the higher education community, as a Trustee of Stanford University as well as an Advisor to the Clayman Institute at Stanford; and in the executive leadership community, through her service as an officer in Young Presidents Organization. In addition to John Wiley & Sons, Ms. Baker currently serves on the board of Blue Shield of California. Age 52. Ms. Baker’s qualifications for service on the Company’s Board include: (i) ~~former~~ service ~~as Executive Vice President~~on the boards of Velti, PlayFirst, Navigenics and Cozi Group, ~~President, Global Enterprise Solutions, Pitney Bowes~~ Inc.; and on the Board of Trustees of Stanford University; and (ii) ~~significant operating experience in services~~being a proven business leader, experienced general manager and ~~technology enabled businesses; and (iii) significant experience in assessing company operations and strategy for potential investment.~~ internet marketing veteran.

		~~Eduardo Menascé~~David C. Dobson, ~~a director since 2006, is~~joined the ~~retired President of the Enterprise Solutions Group for Verizon Communications, Inc. Prior to the merger of Bell Atlantic~~Wiley Board on March 22, 2017, and ~~GTE Corporation, which created Verizon Communication, he~~has served as ~~Chairman and~~Digital River’s Chief Executive Officer since February 2013. Mr. Dobson served as an independent business consultant from July 2012 to February 2013. From July 2010 to July 2012, Mr. Dobson served as executive vice president and group executive, Global Lines of ~~CTI MOVIL, S.A. (Argentina)~~Business, at CA Technologies, a global provider of products and solutions for mainframe, distributed computing and cloud computing environments. From August 2009 to July 2010, Mr. Dobson served as President of Pitney Bowes Management Services, Inc., a business unit of GTE Corporation, from 1996 to 2000. He has also held senior positions at CANTV in Venezuela, and Wagner Lockheed and Alcatel in Brazil. From 1981 to 1992, he served as Chairman of the Board and Chief Executive Officer of GTE Lighting in France. He is a directorwholly owned subsidiary of Pitney Bowes Inc.~~; Hillenbrand Industries,~~, a manufacturer of software and hardware and a provider of services related to documents, packaging, mailing and shipping. From June 2008 to July 2009, Mr. Dobson served as Executive Vice President and Chief Strategy and Innovation Officer of Pitney Bowes Inc.~~; Hill-Rom, Inc.; and~~, where he was responsible for leading the ~~National Association of Corporate Directors New York Chapter. Mr. Menasce is Co-Chairman~~development of the ~~Taylor Companies,~~company’s long-term strategy. From June 2005 to June 2008, Mr. Dobson served as chief executive officer of Corel Corporation, a ~~privately-owned company, which specializes in mergers, acquisitions~~global provider of leading software titles. Prior thereto, Mr. Dobson previously spent 19 years at IBM where he held a number of senior management positions, including corporate vice president, Emerging Business Opportunities, and ~~divestitures.~~president and general manager, IBM Printing Systems Division. Age ~~70.~~55. Mr. ~~Menascé’s~~Dobson’s qualifications for service on the Company’s Board include: (i) ~~former service~~extensive experience in senior management positions and (ii) experience with building and growing online businesses on a global basis.

Raymond W. McDaniel, Jr., a director since 2005, has been Chief Executive Officer of Moody’s Corporation since April 2005. From 2005 to April 2012 he also served as ~~president~~Chairman of ~~Enterprise Solutions Group~~Moody’s Corporation. In April 2012 he was named President of ~~Verizon Communications including oversight of sales, marketing and service delivery; (ii) former service~~Moody’s Corporation in addition to Chief Executive Officer. He previously served as Chief ~~Financial~~Operating Officer of ~~CANTV~~Moody’s Corporation from January 2004; President of Moody’s Corporation from October 2004; and ~~GTE~~President of Moody’s Investors Service since 2001. In prior assignments with Moody’s, he served as Senior Managing Director for Global Ratings & Research; Managing Director for International; and Director of Moody’s Europe, based in London. He has been a member of Moody’s Corporation Board of Directors since 2003. In 2015 Mr. McDaniel was named as a member of the Board of Trustees of Muhlenberg College. Age 59.

Mr. McDaniel’s qualifications for service on the Company’s Board include: (i) over eight years of experience as Chairman and over 12 years of experience as Chief Executive Officer of Moody’s Corporation; (ii) extensive international experience; and (iii) ~~significant~~ experience ~~as a director on the boards of other publicly traded companies.~~

in implementing international business expansion and new products.

		William J. Pesce,, a director since 1998,served as the Company’s 10th President and Chief Executive Officer for 13 years from May 1998 to April 2011, when he retired after nearly 22 years at the Company. Mr. Pesce is a member of the Board of ~~Overseers of the Stern School of Business at New York University; the Board of~~ Trustees of William Paterson University, where he serves as a member of the Executive Committee, Chair of the Educational Policy and Student Development Committee and member of the Nominations and Governance Committee. Mr. Pesce is a benefactor and advisor to the Pesce Family Mentoring Institute at William Paterson University. He served on the Board of Overseers of NYU’s Stern School of Business for 17 years. Mr. Pesce serves as a guest lecturer, speaking with students about leadership, ethics and integrity. He ~~recently~~ launched Pesce Family Ventures, LLC in 2015 to invest in early stage ~~companies.~~companies, particularly entities that leverage enabling technology to serve customers. Age ~~64.~~ 66.

		Mr. Pesce’s qualifications for service on the Company’s Board ~~of Directors~~ include: (i) over three decades of experience in publishing; (ii) 13 years as President and Chief Executive Officer, a period in which the Company recorded double-digit compound annual growth in revenue, EPS and the Company’s stock price, while being named to several “best companies” lists; ~~and (iii)~~ extensive experience with leading a global public company, strategic planning, financial planning and analysis, acquisitions and partnerships, and investor ~~relations.~~ relations; active engagement with leaders, faculty and students in the academic community; and exposure to innovative, technology-enabled business models at early stage companies.

William B. Plummer,, a director since 2003, has been Executive Vice President and Chief Financial Officer of United Rentals, Inc. since December 2008. Previously he was Executive Vice President and Chief Financial Officer of Dow Jones & Company, Inc. from September 2006 to December 2007. Prior to that he was Vice President & Treasurer of Alcoa, Inc. since 2000. Before joining Alcoa, he was with Mead Corporation as President, Gilbert Paper Division during 2000; Vice President, Corporate Strategy and Planning from 1998 to 2000; and Treasurer from 1997 to 1998. Prior to joining Mead, he held a number of increasingly responsible positions with the General Electric Company, most recently as Vice President, Equity Capital Group, General Electric Capital Corporation from 1995 to 1997. Mr. Plummer ~~also serves~~formerly served on the board of UIL Holdings Corporation, where he iswas a member of both the Compensation and Executive Development committee and the Retirement Benefits Plans Investment committee. He currently serves on the board of Global Payments, Inc., where he chairs the Audit committee and is a member of the Risk Oversight committee. Age ~~56.~~58.

Mr. Plummer’s qualifications for service on the Company’s Board include: (i) over ten years of service as the Chief Financial Officer or Treasurer of publicly-traded companies, including operating experience as President of an operating division of Mead Corporation; (ii) audit committee experience; and (iii) experience in acquisitions and divestitures.

Jesse C. Wiley,, a director since 2012, has been an employee of the Company since 2003. Mr. Wiley works on Wiley’s corporate planning and development team, onincluding involvement in M&A ~~strategy, etc.~~projects and business development. Previously he worked on international and business development, digital and new business initiatives, and the development of electronic products within the PD division. Prior to that, he worked as an editor and marketer. Age ~~45.~~47.

Mr. Wiley’s qualifications for service on the Company’s Board include experience with customers and in the markets Wiley services through work in many functions of the Company’s businesses, including marketing and editorial and working at the forefront of digital publishing and learning, developing new products and business ~~models.~~models, and developing and executing acquisitions. He has a Certificate of Director Education from the National Association of Corporate Directors.

The Board recommends a vote “FOR” the election of its nominees.

		Proposal 2. Ratification of KPMG as Independent Accounting Firm

		The Audit Committee is responsible for the appointment, compensation and oversight of the independent auditor. The Audit Committee has appointed KPMG LLP (“KPMG”) as the Company’s independent auditors for fiscal year 2018. Although the Company is not required to do so, we are submitting the selection of KPMG for ratification by the shareholders because we believe it is a matter of good corporate practice.

		The Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change is in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be present at the Annual Meeting with the opportunity to make a statement, if they desire to do so, and such representatives are expected to be available to respond to appropriate questions.

		Unless contrary instructions are noted thereon, the proxies will be voted in favor of the following resolution, which will be submitted at the Annual Meeting:

		“RESOLVED, that the appointment by the Audit Committee of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2018 be, and it hereby is, ratified.”

		In the event that the foregoing proposal is defeated, the adverse vote will be considered by the Audit Committee in its selection of auditors for the following year. However, because of the difficulty and expense of making any substitution of auditors so long after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ending April 30, 2018 will be permitted to stand unless the Audit Committee finds other good reason for making a change. If the proposal is adopted, the Audit Committee, in its discretion, may still direct the appointment of new independent auditors at any time during the fiscal year if it believes that such a change would be in the best interests of the Company and its shareholders.

		The Board of Directors recommends that you vote “FOR” the ratification of the appointment of independent public accountants.


		Proposal 3. Advisory Vote on Named Executive Officer Compensation

		~~Peter Booth Wiley~~,We are requesting that shareholders indicate their approval of our Named Executive Officers’ compensation, as described in the compensation tables, narrative discussion, and Compensation Discussion and Analysis set forth in this Proxy Statement. This proposal, known as a ~~director since 1984, has been our Chairman of~~“say-on-pay” proposal, allows shareholders the ~~Board since September 2002. He~~opportunity to express their views on these matters. The “say on pay” vote is an ~~author and journalist, a Member of~~advisory vote, which is therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the ~~University~~views of ~~California Press~~our shareholders are important to the Company, and ~~Chairman~~will be given careful consideration by the Company, the Compensation Committee and the Board of Directors.

		Compensation for our Named Executive Officers in Fiscal 2017 was consistent with the principles of our compensation philosophy and reflects our financial performance, the cumulative return to shareholders in Fiscal 2017 and achievements of the ~~California State Polytechnic University San Luis Obispo’s Library~~executive team. Our compensation philosophy is designed to (i) align the Company’s goals with shareholder interests; (ii) attract and ~~Technology~~retain world-class talent; (iii) pay competitively compared with our peer group and the marketplace; and (iv) reward superior performance and limit rewards for performance below targets. Our Fiscal 2017 compensation packages reflect these guiding principles.

		The discussion set forth in the Compensation Discussion and Analysis on pages 26 to 51 of this Proxy Statement provides a complete discussion of our compensation programs and policies, including design, implementation, oversight, administration, ongoing review and risk assessment of our programs and policies. Our Compensation Committee and Board of Directors believe that our compensation programs and policies are designed and carried out to allow us to achieve our business goals and reflect the guiding principles of our compensation philosophy.

		A vote “FOR” approval will be a vote in favor of the following resolution:

		“RESOLVED, that the shareholders of John Wiley & Sons, Inc. hereby approve on an advisory basis the compensation of the Company’s Named Executive Officers, as described in the compensation tables, narrative discussion and Compensation Discussion and Analysis, set forth in this Proxy Statement.”

		The Board of Directors Recommends A Vote “For” Approval, On An Advisory ~~Council. Age 72.~~Basis, Of The Compensation Of John Wiley & Sons, Inc.’s Named Executive Officers As Disclosed In This Proxy Statement.

~~Mr. Wiley’s qualifications~~

Proposal 4. Advisory Vote on Frequency of Named Executive Officer Compensation Vote

We are presenting the following proposal, which gives you as a shareholder the opportunity to inform the Company as to how often you wish the Company to include a proposal, similar to Proposal 3, in our Proxy Statement. This resolution is required pursuant to Section 14A of the Securities Exchange Act of 1934.

Our Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for ~~service~~the Company and therefore the Board is again recommending that stockholders select a frequency of every year. The Board considers that an advisory vote at such frequency will provide our stockholders with sufficient time to evaluate the effectiveness of our compensation philosophy, objectives and practices in the context of our business results. The holders of a majority of the Company’s outstanding shares agreed with our approach when the last advisory vote was solicited and selected a frequency of once every year.

With respect to the advisory proposal on the ~~Company’s~~frequency of holding future advisory votes on the compensation of our named executive officers, you may vote for “Every Year,” “Every Two Years” or “Every Three Years” or mark your proxy “Abstain.” We will consider shareholders to have expressed a non-binding preference for the frequency that receives the highest number of favorable votes.

While our Board ~~include: (i) 33 years~~ of ~~service as a member~~Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be binding on us and is advisory in nature.

The Board of Directors Recommends A Vote For “Every Year,” On An Advisory Basis, On the Frequency Vote To Approve Named Executive Officer Compensation.

		GOVERNANCE OF THE COMPANY AND BOARD STRUCTURE

		The Company’s Board of Directors ~~including~~is elected annually by the ~~past 13 years as Chairman~~shareholders to provide oversight so that the long-term interests of the ~~Board; (ii) experience in co-authoring, authoring~~shareholders are served. The Company’s business is conducted by its employees under the direction of the CEO and ~~publishing five books; and (iii) service on~~with the ~~board~~oversight of ~~University of California Press and~~ the ~~California State Polytechnic University San Luis Obispo’s Library and Technology Advisory Council.~~ Board.

~~The Board recommends a vote “FOR” the election of its nominees.~~

~~Proposal 2. Ratification of KPMG as Independent Accounting Firm~~

~~The Audit Committee is responsible for the appointment, compensation and oversight of the independent auditor. On June 15, 2015, the Audit Committee appointed KPMG LLP~~

(“KPMG”) as the Company’s independent auditors for fiscal year 2016. Although the Company is not required to do so, we are submitting the selection of KPMG for ratification by the shareholders because we believe it is a matter of good corporate practice.

The Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change is in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be present at the Annual Meeting with the opportunity to make a statement, if they desire to do so, and such representatives are expected to be available to respond to appropriate questions.

~~Unless contrary instructions are noted thereon, the proxies will be voted in favor of the following resolution, which will be submitted at the Annual Meeting:~~

“~~Resolved, that the appointment by the Audit Committee of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2016 be, and it hereby is, ratified.”~~

In the event that the foregoing proposal is defeated, the adverse vote will be considered by the Audit Committee in its selection of auditors for the following year. However, because of the difficulty and expense of making any substitution of auditors so long after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ending April 30, 2016 will be permitted to stand unless the Audit Committee finds other good reason for making a change. If the proposal is adopted, the Audit Committee, in its discretion, may still direct the appointment of new independent auditors at any time during the fiscal year if it believes that such a change would be in the best interests of the Company and its shareholders.

~~The Board of Directors recommends that you vote “FOR” the ratification of the appointment of independent public accountants.~~

~~Proposal 3. Advisory Vote on Executive Compensation~~

We are requesting that shareholders indicate their approval of our Named Executive Officers’ compensation, as described in the compensation tables and Compensation Discussion and Analysis set forth in this Proxy Statement. This proposal, known as a “say-on-pay” proposal, allows shareholders the opportunity to express their views on these matters. The “say on pay” vote is an advisory vote, which is therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the views of our shareholders are important to the Company, and will be given careful consideration by the Company, the Compensation Committee and the Board of Directors.

Compensation for our Named Executive Officers in Fiscal 2015, was consistent with the principles of our compensation philosophy and reflects our financial performance, the cumulative return to shareholders in Fiscal 2015 and the overall stability and achievements of the executive team. Our compensation philosophy is designed to (i) align the Company’s goals with shareholder interests; (ii) attract and retain world-class talent; (iii) pay competitively compared with our peer group and the marketplace; and (iv) reward superior performance and limit rewards for performance below targets. Our Fiscal 2015 compensation packages reflect these guiding principles.

The discussion set forth in the Compensation Discussion and Analysis on pages 23 to 52 of this Proxy Statement provides a complete discussion of our compensation programs and policies, including design, implementation, oversight, administration, ongoing review and risk assessment of our programs and policies. Our Compensation Committee and Board of Directors believe that our compensation programs and policies are designed and carried out to allow us to achieve our business goals and reflect the guiding principles of our compensation philosophy.

~~A vote “FOR” approval will be a vote in favor of the following resolution:~~

~~“RESOLVED, that the shareholders of John Wiley & Sons, Inc. hereby approve on an advisory basis the compensation of the Company’s Named Executive Officers, as~~

~~described in the compensation tables and Compensation Discussion and Analysis set forth in this Proxy Statement.”~~

~~The Board Of Directors Recommends A Vote “For” Approval, On An Advisory Basis, Of The Compensation Of John Wiley & Sons, Inc.’s Named Executive Officers As Disclosed In This Proxy Statement.~~

10	Board of Directors and Corporate Governance

~~GOVERNANCE OF THE COMPANY AND BOARD STRUCTURE~~

The Company’s Board of Directors is elected annually by the shareholders to provide oversight so that the long-term interests of the shareholders are served. The Company’s business is conducted by its employees under the direction of the CEO and with the oversight of the Board.

~~Board of Directors and Corporate Governance~~

Director Independence

The Board is currently composed of eleven (11) members. Jesse C. Wiley is a member of the ~~son of Peter Booth Wiley.~~Wiley family. Matthew S. Kissner is currently serving as the Company’s Interim CEO. The Board has affirmatively determined that all of our directors, except ~~Mark Allin,~~Matthew S. Kissner and Jesse ~~Wiley and Peter Booth~~C. Wiley, meet the independence guidelines the Board sets forth in its Corporate Governance Principles which are published on our web site at http://www.wiley.com/WileyCDA/Section/id-301708.html.

Board Leadership Structure

The Board of Directors is currently led by Peter Booth Wiley, our non-executive Chairman. Mark Allin, our President and Chief Executive Officer is also a member of the Board of Directors. During Fiscal 2015 Mr. Wiley announced to the Board that he will step down as its Chairman effective October 1, 2015. Subject to his election to the Board of Directors at the 2015 Annual Meeting of Shareholders it is expected that the Board will elect Matthew S. Kissner, ~~as its new~~our Chairman ~~at its first meeting immediately following the 2015 Annual Meeting of Shareholders.~~

and Interim Chief Executive Officer.Meetings of the Board of Directors are called to order and led by the Chairman. All members of the Board are elected annually.

At this present time, the roles of Chairman and Chief Executive Officer are combined as Mr. Kissner serves as the Company’s Interim Chief Executive Officer. The Board of Directors believes this combined role is in the best interest of its shareholders given Mr. Kissner’s tenure as a director since 2003 and his familiarity with the Company’s key businesses. However, once the Company appoints a new Chief Executive Officer, the Board of Directors expects to again separate the roles of Chairman and Chief Executive Officer. The Board of Directors believes separating the roles of Chairman and Chief Executive Officer allows our Chief Executive Officer to focus on developing and implementing the Company’s strategic business plans and managing the Company’s day-to-day business operations and allows our Chairman to lead the Board of Directors in its oversight and advisory roles. Because of the many responsibilities of the Board of Directors and the significant amount of time and effort required by each of the Chairman and Chief Executive Officer to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Company’s prospects for success. ~~The Board of Directors also believes that having separate positions provides a clear delineation of responsibilities for each position and fosters greater accountability.~~

For the foregoing reasons, the Board of Directors has determined that its current leadership structure is appropriate and in the best interests of the Company’s shareholders.

Other Governance Practices

Non-Management Executive Sessions:The Board has regularly scheduled non-management executive sessions of non-management directors following each Board meeting.

Orientation and Continuing Education:The Company’s new directors are required to attend orientation sessions. The Company also conducts ongoing training or continuing director education for its Board members and is supportive of, and reimburses its directors for, attending director education programs.

Annual Meeting:The Company does not have a policy that requires the attendance of all directors at the Annual Meetings, but it has been a long-standing practice for directors to attend. In September ~~2014,~~2016, all directors standing for election attended the Annual Meeting.

Annual Evaluation:The ~~board~~Board annually conducts a self-evaluation ~~to determine whether~~of the ~~board as a whole~~Board and its individual members, including the Chairman ~~are performing effectively.~~

11of the Board.

In 2017, the Board engaged a third party facilitator to help administer the annual Board Evaluation. The objective of the annual evaluation is to ensure that the Board is functioning at a high level and is providing the best value and performance for the Company’s stakeholders, management and employees. The Board’s Governance Committee is responsible for the design and administration of the annual Board evaluation process and uses a variety of methods to produce an evaluation of the full Board, Board committees and individual directors. The information obtained from the annual evaluations is used to direct future Board agendas, ensure good communication among the directors and with management, and to review future board candidate qualifications.

		Code of Ethics. The Company has adopted a Business Conduct and Ethics Policy (the “Code of Ethics”) that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, and any persons performing similar functions, as well as all directors, officers and employees of the Company. The Company also maintains a Code of Ethics policy for its Senior Financial Officers. The Code of Ethics is posted on the Company’s website at www.wiley.com/WileyCDA/Section/id-301715.html. The Company intends to satisfy the disclosure requirements regarding any amendments to, or waivers from, a provision of the Code of Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on its website.

		Committees of the Board of Directors and Certain Other Information Concerning the Board

		Committee Structure

		The Board has established ~~four~~five standing committees: the Audit Committee, the Executive Compensation & Development Committee, the Governance Committee, the Executive Committee, and the ~~Executive~~Technology Committee. Each Committee conducts an annual self-evaluation of performance and reviews compliance with the current charter of the committee. The Board reviews and approves the committee charters annually. Copies of the committee charters can be found on our website at~~www.wiley.com~~. www.wiley.com.

The following table indicates ~~Fiscal 2015~~Board membership and total meetings of the Board and its standing ~~committees:~~

Name Board Audit Compensation Executive Governance
Mari Jean Baker X X X X *
George Bell X X
Matthew S. Kissner X X *
Raymond W. McDaniel, Jr. X X * X
Eduardo Menascé X X X * X *
William J. Pesce X X X
William B. Plummer X X X X
Kalpana Raina X X *
Stephen M. Smith X X
Jesse Wiley X X
Peter Booth Wiley X *
Linda P.B. Katehi** X X
Fiscal 2015 Meetings 10 8 9 11 7

~~Committee Chairman~~committees in Fiscal 2017:

Name	Board	Audit	Compensation	Executive	Governance	Technology
Mark J. Allin**	X			X
Mari Jean Baker	X	C*				X
George Bell	X		X		C*
David C. Dobson***	X	X
Matthew S. Kissner	C*
Raymond W. McDaniel, Jr.	X		C*	X
Eduardo Menascé**	X	X
Laurie A. Leshin	X		X
William Pence	X				X	X
William J. Pesce	X			C*	X
William B. Plummer	X	X				X
Kalpana Raina	X	X
Jesse C. Wiley	X			X	X	C*
Peter Booth Wiley **	X				X
Fiscal 2017 Meetings	12	8	6	8	4	5

* Committee Chair

Note: From May 1, ~~2014~~2016 to September ~~18, 2014 Eduardo Menascé served as Chair of both the Executive Compensation & Development Committee~~22, 2016, Mr. McDaniel and ~~the Executive Committee at which time Kalpana Raina and Mari J. Baker replaced~~ Mr. Menascé ~~as Chairs of the respective committees for the balance of Fiscal 2015. From May 1, 2014 to September 18, 2014 Mr. Plummer~~ served on the Audit Committee and Executive Committee at which time Mr. Menascé and Mr. McDaniel replaced Mr. Plummer on the respective committees for the balance of Fiscal 2015. From May 1, 2014 to September 18, 2014 Ms. Baker served on the Executive Compensation & Development Committee, at which time Mr. Plummer and ~~Mr. Bell joined~~Ms. Raina replaced them for the balance of Fiscal ~~2015.~~2017. From May 1, 2016 to September 22, 2016, Ms. Raina served as Chair of the Compensation Committee, at which time Mr. McDaniel replaced her as Chair for the balance of Fiscal 2017. From May 1, 2016 to September 22, 2016, Mr. Plummer served on the Compensation Committee. From May 1, 2016 to September 22, 2016, Mr. Peter B. Wiley served on the Governance Committee, at which time Mr. Jesse C. Wiley replaced him for the balance of Fiscal 2017. Mr. Pence was appointed to the Governance Committee on September 22, 2016.

** Messrs. Eduardo Menascé and Peter B. Wiley each tendered their resignations from the Board in 2016 and did not stand for reelection at the 2016 Annual Meeting. Mr. Allin resigned as a director on May 8, 2017. He will not be standing for reelection at the 2017 Annual Meeting.

~~Linda P.B. Katehi resigned from the Board on July 24, 2014.~~

*** Mr. Dobson was appointed as a Director on March 22, 2017, and was appointed to the Audit Committee as of June 20, 2017.

During Fiscal ~~2015,~~2017, all of the Directors ~~with the exception of Mr. Smith, who for health reasons was unable to attend several of the meetings,~~ attended at least 75% of the meetings of the Board of Directors and the respective committees of the Board of Directors of which they were a member.

Executive ~~Committee.~~Committee. The Executive Committee exercises the powers of the Board as appropriate in any case where immediate action is required and the matter is such that an emergency meeting of the full Board is not deemed necessary or possible. ~~As a result~~The Executive Committee reviews the annual objectives of ~~Mr. Smith’s health problems announced in February 2015,~~the Chairman and CEO and recommends approval of the objectives by the Board. The Executive Committee also evaluates the performance of the Chairman and CEO throughout the year relative to the approved objectives, and provides an annual assessment to the Executive Compensation and Development Committee ~~held frequent meetings in Fiscal 2015 to discuss Mr. Smith’s recovery as well as~~(for compensation) and the ~~appointment~~Board of ~~an interim, and eventually, permanent successor for the President and CEO role.~~Directors (for approval of assessment).

Audit Committee.The Audit Committee assists the Board in fulfilling its fiduciary oversight responsibilities relating to the integrity of the Company’s financial statements filed with the ~~Securities and Exchange Commission,~~SEC, accounting policies, ~~and the~~ adequacy of disclosures, the Company’s compliance with legal and regulatory requirements, the financial reporting process, the systems of internal accounting and financial controls, and ~~reporting practices~~the sufficiency of auditing relative thereto. The Audit Committee is also responsible for evaluating the ~~Company~~qualification, independence and ~~its subsidiaries; reviews Company policies with respect to risk management and risk assessment; evaluates, retains, compensates and, if appropriate, terminates the services~~performance of the independent public accounting firm ~~which is to be~~ engaged to audit the Company’s financial statements, including reviewing and discussing with such firm their independence and whether providing any permitted non-audit services is compatible with their independence; ~~maintains~~maintaining financial oversight of the Company’s employees’ retirement and other benefit plans and ~~makes~~making recommendations to the Board with respect to such matters; oversight of the Company’s Enterprise Resources Platform (ERP);, along with the Technology Committee; and ~~reviews and approves~~review, ratification and/or approval of related ~~party~~person transactions. The Audit Committee holds discussions with management prior to the release of quarterly earnings, and also reviews quarterly results prior to filings.
The Board has determined that ~~all members of the Committee~~Ms. Baker, Ms. Raina, and Mr. Plummer are ~~Audit Committee “financial~~“audit committee financial experts,” as defined under the ~~rules of the Securities and Exchange Commission.~~SEC rules. All members of the Committee are independent under the rules of the New York Stock Exchange ~~currently applicable to~~(the “NYSE”) and are financially literate under the ~~Company.~~
NYSE rules.
The Audit Committee Charter is available on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-301711.html.
Executive Compensation and Development Committee.The Executive Compensation and Development Committee ~~evaluates~~(the “ECDC” or the “Compensation Committee”) sets appropriate compensation levels for the CEO based on market data, and determines the appropriate incentive compensation for the CEO based on objectives and the performance ofevaluation against those objectives by the ~~CEO~~Executive Committee, and reports its decisions to the Board; reviews and approves the principles and policies for global compensation and benefit programs ~~company-wide,~~company-wide; and ~~monitors~~oversees the ~~implementation~~development and ~~administration~~utilization of ~~such programs; oversees compliance with governmental regulations~~appropriate policies and ~~accounting standards with respect~~programs to ~~employee compensation~~attract and ~~benefit programs; monitors executive development practices in order to insure succession alternatives for the organization; and grants options and makes awards under the 2014 Key Employee Stock Plan.~~retain superior individuals. All members of the Committee are independent under the rules of the NYSE and are outside directors as defined by Treasury Regulation Section 1.162-27(e)(3) under Section 162 ~~(M)~~(m) of the Internal Revenue Code.
In December 2016, the Compensation Committee delegated limited authority to the CEO and the Chief Human Resources Officer to make certain “off-cycle” equity grants outside of the annual equity grant process to existing employees who are neither Company executive officers nor directors. The delegation is subject to maximum shares that can be granted per fiscal year, as well as a maximum to any one person per fiscal year. Shares awarded pursuant to this delegation will be valued based on the closing price of the Company’s stock on the NYSE as of the last day of the quarter and will be issued after quarter-end. Any grants made “off-cycle” are reported to the Compensation Committee at the next regularly scheduled quarterly meeting following such awards.
The Compensation Committee Charter is available on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-301712.html.

Governance Committee.The Governance Committee assists the Board in the ~~selection~~identification of ~~Board members by identifying appropriate general qualifications~~qualified individuals to serve as directors, and ~~criteria for directors as well as qualified~~recommends to the Board candidates for nomination for election at the annual meeting of shareholders or to ~~the Board;~~fill Board vacancies between annual meetings; assists the Chairman of the Board in proposing committee ~~assignments; assists~~assignments, including committee memberships and chairs; coordinates and oversees the ~~Board in evaluating, maintaining and improving its own effectiveness; evaluates the Chairman of the Board’s performance;~~annual self-evaluation process; evaluates director compensation and benefits; and makes recommendations to the Board regarding corporate governance policies.

Shareholders who wish to recommend a director candidate to the Governance Committee should follow the procedures set forth under “Deadline for Submission of Shareholder Proposals” on page 5554 of this proxy statement. The recommendation should include the candidate’s name, biographical data, and a description of his or her qualifications.

The Governance Committee Charter is available on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-301714.html.

Technology Committee. The Technology Committee assists the Board in fulfilling oversight responsibilities by reviewing, giving guidance and making recommendations to management and the Board related to the Company’s technology strategy, initiatives and investments in support of overall Company strategy and performance, including review and oversight of the Company ERP Program in conjunction with the Audit Committee.

The Technology Committee Charter is available on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-828130.html.

Board and Committee Oversight of Risk

Management of risk is the direct responsibility of the Company’s President & CEO and the ~~senior~~executive leadership team. The Board has oversight responsibility, focusing on the adequacy of the Company’s risk management and risk mitigation processes.

The Company’s Board of Directors administers its risk oversight function directly and through its Audit Committee, ~~and~~ Executive Compensation & Development Committee and Technology Committee. The Board receives regular reports from these committees, which include reports on those areas over which they have risk oversight responsibility, as appropriate.

Audit Committee:The Audit Committee has oversight responsibility for Enterprise Risk Management (ERM), and specifically, oversight of major financial risk exposures, including litigation and compliance risk and the steps management has taken to monitor and mitigate such exposures. The Committee also receives regular updates from management, including the General Counsel, on litigation risk.

		Executive Compensation & Development Committee:The ~~Executive~~ Compensation ~~& Development~~ Committee has oversight responsibility for the management of risk relating to the Company’s annual and long-term compensation program. The Committee ~~ensures~~aims to ensure that the Company’s annual and long-term incentive plans do not incentivize or encourage excessive or unnecessary risk-taking.

		Technology Committee: The Technology Committee has oversight responsibility of risks related the Company’s management and development of technology, primarily those relevant to customer facing products and services, and internal IT systems. The Committee receives regular updates from management on risks in these areas, including data and enterprise security.

		How Do We Address Risk in Our Compensation Program?

		The Company’s compensation program is designed to attract, retain, motivate and reward talented executives and colleagues whose efforts will enable the Company to produce superior results and maximize return to shareholders. Our pay-for-performance philosophy focuses colleagues’ efforts on delivering short-term and long-term financial success for our shareholders without encouraging excessive risk taking. The ~~Executive~~ Compensation ~~& Development~~ Committee, ~~(“Compensation Committee”),~~ which consists entirely of independent Board members, oversees the executive compensation program for the named executive officers, as well as other senior officers of the Company.

The following is a description of both Compensation Committee and management processes related to the compensation risk assessment process, as well as a description of the Company’s compensation risk mitigation techniques.

The Compensation Committee reviews and approves the annual and long-term plan performance measures and goals annually. This includes setting appropriate threshold and outstanding performance levels for each performance metric. As a part of this process, the Compensation Committee focuses on what behavior it is attempting to incentivize and the potential associated risks. The Compensation Committee periodically receives financial information from the Chief Financial Officer, and information on accounting matters that may have an impact on the performance goals, including any material changes in accounting methodology and information about extraordinary/special items excluded in the evaluation of performance, as permitted by the ~~2009 and~~ 2014 Executive Annual Incentive Plan and the 2014 Key Employee Stock Plan (i.e. the shareholder plans), so that the Compensation Committee members may understand how the exercise of management judgment in accounting and financial decisions affects plan payouts. Members of the Compensation Committee approve the final incentive compensation awards after reviewing executive, corporate and business performance, and may utilize negative discretion if they believe the level of compensation is not commensurate with performance.

The following compensation policies and practices serve to reduce the likelihood of excessive risk taking:
●     An appropriate compensation mix that is designed to balance the emphasis on ~~short-term~~short- term and long-term performance.
●     The majority of incentive compensation for top level executives is associated with the long term performance of the Company. This discourages short-term risk taking.
●     The ~~mix of~~focus on performance share units ~~stock options and restricted share units used~~ in our executive long-term ~~plans ensure~~plan ensures a correlation between executive rewards and shareholder ~~rewards.~~
~~Conservative vesting provisions (4 to 5 years) for all equity awards granted under our long-term incentive plans.~~
return.
●     Financial performance measures used for incentive plans covering colleagues at all levels of the Company include a mix of financial metrics that are in line with operating and strategic plans.
●     Financial performance measures used for our annual incentive plan are different than the performance measures used in our long-term incentive plan.
●     A significant portion of annual and long-term incentive payments are based on Company and business profitability, ensuring a correlation between pay and performance.
●     Financial targets are appropriately set, and if not achieved, result in a large percentage loss of compensation.
14

●     Executive and broad-based incentive plans cap the maximum award payable to any individual. Annual and long-term incentive plans have a maximum payout of 1.5 times the target amount.
●     Recoupment or “clawback” provisions for top executives and key finance executives in the event that an executive’s conduct leads to a restatement of the Company’s financial results.
●     Stock ownership guidelines and stock retention requirements for our named executive officers, other senior officers and directors discourage excessive risk taking.
We are confident that our compensation program rewards for performance, is aligned with the interests of our shareholders and does not involve risks that are reasonably likely to have a material adverse effect on the ~~company.~~Company. A more detailed discussion of the Company’s executive compensation program can be found in the Compensation Discussion and Analysis beginning on page ~~23.~~
26.
Transactions with Related Persons
We are required to disclose material transactions with the Company in which “related persons” have a direct or indirect material interest. Related persons include any Director, nominee for Director, executive officer of the Company, beneficial owner of more than 5% of any class of

		the Company’s voting securities, and any immediate family members of such persons. The term “transaction” is broadly defined under ~~Securities and Exchange Commission~~SEC rules to include any financial transaction, arrangement or relationship, including any indebtedness transaction or guarantee of ~~indebtedness.~~ indebtedness or any series of similar transactions, arrangements or relationships.

		The Company’s Board of Directors has adopted a written policy that requires the ~~Audit Committee~~Chief Executive Officer to review and approve any related party ~~transactions. Management is expected~~transactions with respect to ~~provide~~executive officers, and the Audit Committee ~~with specific information~~to review and approve related person transactions with respect to ~~any such transaction expected to~~directors, director nominees, and the Chief Executive Officer. Such transactions will only be ~~entered~~approved after taking into ~~or continued during the current fiscal year. After reviewing this information, the Audit Committee will approve such transactions only if the following two conditions are met: (1)~~consideration whether the transaction ~~must be in~~is fair and reasonable and is consistent with the best interests of the Company. Factors to be taken into account in making the determination may include the business purpose of the transaction, whether the transaction is entered into on an arms-length basis on terms fair to the Company, and ~~its shareholders; and (2)~~whether the transaction ~~must be entered into by~~would violate the ~~Company on terms that are comparable to those that would be obtained in an arm’s length transaction with an unrelated third party.~~ provisions of the Company’s Business Conduct and Ethics Policy.

		Based on information available to us and provided to us by our Directors and executive officers, we do not believe that there were any such material transactions in effect during Fiscal ~~2015,~~2017, or that any such material transactions are proposed to be entered into during ~~fiscal 2016.~~Fiscal 2018.

Corporate Governance Principles
To promote the best corporate governance practices, the Company adheres to the Corporate Governance Principles set forth below, many of which have been in effect for more than a decade. The Board of Directors and management believe that these Principles, which are consistent with the requirements of the ~~Securities and Exchange Commission~~SEC and the ~~New York Stock Exchange,~~NYSE, are in the best interests of the Company, its shareholders and other stakeholders, including employees, authors, customers and suppliers. The Board is responsible for ensuring that the Company has a management team capable of representing these interests and of achieving superior business performance.
Pursuant to the ~~New York Stock Exchange’s Corporate Governance regulations,~~NYSE rules, the Company is considered a “controlled company,” defined as a company where more than 50 percent of the voting power is held by an individual, a group, or another company. As such, the Company would be exempt from certain corporate governance standards. However, the Board believes it is in the best interest of the Company and its shareholders to abide by all of the ~~regulations,~~NYSE listing rules, except for the requirement that the Governance Committee be comprised of independent directors only. The Board has chosen to take an exemption to this requirement because it believes that a Wiley family member’s participation on this Committee will result in a collaborative process to promote the highest standards in the recruitment of new directors and in governance generally.
15
I.      Primary Duties
The Board, which is elected annually by the shareholders, exercises oversight and has final authority and responsibility with respect to the Company’s affairs, except with respect to those matters reserved to shareholders. All major decisions are considered by the Board as a whole.
The Board ~~elects~~appoints the Chief Executive Officer (“CEO”) and other corporate officers, acts as an advisor to and resource for management, and monitors management’s performance.
The Board plans for the succession of the CEO. ~~The Executive~~Decisions regarding the CEO’s compensation are determined by the Compensation ~~and Development~~ Committee, ~~annually evaluates~~based on an evaluation of the CEO’s performance ~~approves~~by the Executive Committee. The Compensation Committee, based on an evaluation of the CEO’s performance by the Executive Committee, determines the CEO’s compensation, and ~~informs~~discusses its recommendation with the Board ~~of its decisions.~~in executive session. The Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key management incumbents and their professional growth and development plans. The Board also:
a)
a)     reviews the Company’s business and strategic plans and actual operating performance;
b)
b)     reviews and approves the Company’s financial objectives, investment plans and programs; and
c)
c)     provides oversight of internal and external audit processes and financial reporting.

II.    Director Independence
The Board has long held that it is in the best interests of the Company for the Board to consist of a substantial majority of independent Directors. The Board annually determines that a Director is independent ~~if he or she has no material relationship, either directly or indirectly, with~~pursuant to its Company’s independence guidelines set forth in the ~~Company, defined as follows:~~
a) The Director is not and has not been employed in an executive capacity by the Company or its subsidiaries within the three years immediately prior to the annual meeting at which the nominees of the Board will be voted upon.
b) The Director is not a significant advisor or consultant to the Company (including its subsidiaries); does not have direct, sole responsibility for business between the Company and a material supplier or customer; and does not have a significant personal services contract with the Company.
c) The Director is not an executive officer, an employee, and does not have an immediate family member who is an executive officer or employee, of an organization that makes payments to, or receives payments from, the Company in an amount which, in any single fiscal year, exceeds 2% of such other organization’s consolidated gross revenues.
d) The Director is not, and has not been within the past three years, employed by or affiliated with a firm that provided independent audit services to the Company; the Director is not, and does not have an immediate family member who is a current partner of the firm that is the Company’s external auditor; and the Director or an immediate family member was not within the past three years a partner or employee of the Company’s external audit firm and personally worked on the Company’s audit within that time.
e) ~~The Director is not, and has not been in the past three years, part of an interlocking directorship involving compensation committees; and~~
f) ~~The Director is not a member of the immediate family of Peter Booth Wiley, Bradford Wiley II, Deborah E. Wiley and Jesse Wiley, or management, as listed in the Company’s proxy statement.~~
Company’s Corporate Governance Principles. When determining the independence of a Director, the ownership of, or beneficial interest in, a significant amount of stock, by itself, is not considered a factor.
16

III.   Composition of the Board
Under the Company’s By-Laws, the Board has the authority to determine the appropriate number of directors to be elected so as to enable it to function effectively and efficiently. The Governance Committee makes recommendations to the Board concerning the appropriate size of the Board, as well as selection criteria for candidates. Each candidate is selected based on background, experience, expertise, and other relevant criteria, including other public and private company boards on which the candidate serves. In addition to the individual candidate’s background, experience and expertise, the manner in which each board member’s qualities complement those of others and contributes to the functioning of the Board as a whole are also taken into account. The Governance Committee nominates a candidate, and the Board votes on his or her candidacy. The shareholders vote annually for the entire slate of Directors.
Any nominee Director who receives a greater number of “withheld” votes from his or her election than “for” votes shall tender his or her resignation for consideration by the Governance Committee. The Governance Committee shall recommend to the Board the action to be taken with respect to such resignation.
IV.   Director Eligibility
Directors shall limit the number of other board memberships in order to ~~insure~~ensure adequate attention to Company business. Because of the time commitment associated with Board service, unless otherwise approved by the Board, (i) Directors are expected to limit the number of public-company boards on which they serve to no more than five, and (ii) Directors who are CEO’s of other public companies are expected to limit the number of public-company boards on which they serve to no more than three. Prior to joining the board of another organization, including a public or private company, as well as a not-for profit organization, directors are required to ~~advise~~seek the ~~Chairman~~approval of ~~the Board,~~ the Chair of the Governance Committee ~~and the President and Chief Executive Officer~~ so that a review can be performed to ensure that there are no conflicts of interest or other issues. ~~While the Board of Directors does not believe it appropriate to establish an arbitrary limit on the number of outside boards upon which a Director may serve, the~~The Board (based on the review and recommendation of the Governance Committee), has the ~~responsibility~~authority to evaluate each ~~situation and approve membership.~~situation.
Whenever there is a substantial change in the Director’s principal occupation, a Director shall immediately inform the Chair of the Governance Committee of any potential conflict of interest and shall tender his or her resignation ~~and shall immediately inform the Board of any potential conflict of interest.~~upon written request.  The Governance Committee will recommend to the Board the action, if any, to be taken with respect to the ~~resignation or the~~ potential conflict of interest.
  Directors are also required to provide prompt notice to the Chair of the Governance Committee of any changes to his or her board memberships.
The Board has established a retirement age of 70 for its Directors. The Board may, in its discretion, nominate for election a person who has attained age 70 or over if it believes that under the circumstances it is in the Company’s best interests.
V.    Board and Management Communication
The Board has access to all members of management and external advisors. As appropriate, the Board may retain independent advisors.

The CEO shall establish and maintain effective communications with the Company’s shareholder groups. The Board schedules regular executive sessions at the end of each meeting. Non-management directors meet at regularly scheduled sessions without management. The Chairman of the Board presides at these sessions. In addition, the independent directors meet at least once each year in an executive session presided over by the Chairman of the Governance Committee or the Executive Committee.
Employees and other interested parties may contact the non-management directors via email at: non-managementdirectors@wiley.com, or by mail addressed to Non-Management Directors, John Wiley & Sons, Inc., Mail Stop 9-12, 111 River Street, Hoboken, NJ 07030-5774.
The Company has also established a Whistleblower hotline for the reporting of known or suspicious activities that could adversely affect the Company by shareholders, employees and customers, and regularly reports any activity to the Audit Committee.
VI. Board Orientation and Evaluation
The Board annually conducts a self-evaluation to determine whether the Board as a whole and its individual members, including the Chairman, are performing effectively.
The Board sponsors an orientation process for new Directors, which includes background materials on governance, law, board principles, financial and business history and meetings
17
with members of management. The Board also encourages all of its Directors to take advantage of educational programs to improve their effectiveness.
VII. Director Compensation
The Governance Committee periodically reviews and recommends to the Board its members’ annual retainer, which is composed of cash and stock grants for all non-employee Directors. In determining the appropriate amount and form of director compensation, the Board ~~regularly~~ evaluates current trends and compensation surveys, as well as the amount of time devoted to Board and committee meetings. As a long-standing Board principle, non-employee Directors typically receive no compensation from the Company other than for their service as Board members and reimbursement for expenses incurred in connection with attendance at meetings.
Share ownership by each Director is encouraged. To this end, each Director is expected to own shares of Wiley common stock valued at not less than five times that Director’s annual cash compensation to which the Director is entitled for Board service.
VIII. Board Practices and Procedures
The Chairman of the Board and the CEO jointly set the agenda for each Board meeting. Agenda items that fall within the scope and responsibilities of Board committees are reviewed with the chairs of the committees. Any Board member may request that an item be added to the agenda.
Board materials are provided to Board members sufficiently in advance of meetings to allow Directors to prepare for discussion at the meeting.
Various managers regularly attend portions of Board and committee meetings in order to participate in and contribute to relevant discussions.
Beneficial Ownership of Directors and Management
The table below shows the number of shares of the Company’s Class A and Class B Stock beneficially owned by the current directors, and the executive officers named in the Summary Compensation Table on page 3940 and all directors and executive officers of the Company as a group as of August 4, ~~2015.~~2017. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described on page 3.

SHARES BENEFICIALLY OWNED BY OFFICERS AND DIRECTORS⁽¹⁾

Insider Name Title
of Class Amount
and
Nature of
Beneficial
Ownership Additional
Shares
Beneficially
Owned⁽²⁾ Total
Shares
Beneficially
Owned Percent
of Class Percentage
of Total
Voting
Power⁽³⁾ Shares
and Share
Equivalents
Under
Deferred
Plan⁽⁴⁾
Mark Allin A 22,556 117,378 139,934 * * —
B — — — — — —
Mari J. Baker A — — — — — 10,603
B — — — — — —
George Bell A — — — — — 5,954
B — — — — — —
David C. Dobson A 940 — 940 — * —
B — — — — — —
Matthew S. Kissner A — — — — — 30,743
B — — — — — —
John A. Kritzmacher A 14,611 40,830 55,441 * * —
B — — — — — —
Laurie Leshin A — — — — — 3,753
B — — — — — —
Raymond McDaniel A 500 — 500 * * 26,231
B — — — — — —
William Pence A 2,727 — 2,727 * * —
B — — — — — —
William J. Pesce⁽⁵⁾ A 66,965 — 66,965 * * —
B — — — — — —
William B. Plummer A — — — — — 44,218
B — — — — — —
Kalpana Raina A — — — — — 14,050
B — — — — — —
Gary M. Rinck A 48,982 147,270 196,252 * * —
B — — — — — —
John W. Semel A — 4,475 4,475 * * —
B — — — — — —
Jeffrey Sugerman⁽⁶⁾ A 100 2,610 2,710 * * —
B — — — — — —
Jesse Caleb Wiley A — — — * * —
B 24,565 — 24,565 * * —

All directors and A 169,330 371,513 540,843 1.13 % *
executive officers as
a group (23 persons) B 24,565 — 24,565 * *
~~Section 16(a) Beneficial Ownership Reporting Compliance~~
Shares of
Class A and
Class B Stock
Beneficially
Owned⁽¹⁾ Additional
Shares
Beneficially
Owned⁽²⁾ Totals Percent
of
Class⁽¹⁾ Percent
of
Total
Voting
Power Deferred
Stock
Units⁽³⁾

Mark Allin⁽⁴⁾ A 7,618 2,951 10,569 .02 % — —
B — — — — — —
Mari Jean Baker A — — — — — 6,170
B — — — — — —
George Bell A — — — — 1,759
B — — — — —
Joseph S. Heider⁽⁷⁾ A 15,529 2,622 18,151 .04 % — —
B — — — — — —
Matthew S. Kissner A — — — — — 22,790
B — — — — — —
John Kritzmacher⁽⁴⁾ A 12,500 12,500 25,000 .05 % — —
B — — — — —
Raymond W. McDaniel, Jr. A 500 — 500 — — 20,995
B — — — — — —
Eduardo Menascé A — — — — — 11,530
B — — — — — —
Steven J. Miron⁽⁴⁾⁽⁷⁾ A 13,946 15,921 29,867 .06 % — —
B — — — — — —

18
^*     Less than 1%.

Shares of
Class A and
Class B Stock
Beneficially
Owned⁽¹⁾ Additional
Shares
Beneficially
Owned⁽²⁾ Totals Percent
of
Class⁽¹⁾ Percent
of
Total
Voting
Power Deferred
Stock
Units⁽³⁾

William J. Pesce A 63,008 — 63,008 .13 % — —
B — — — — — —
William B. Plummer A — — — — — 34,175
B — — — — — —
John W. Semel⁽⁴⁾ A 10,997 5,000 15,997 .03 % —
B — — — — — —
Stephen M. Smith⁽⁴⁾⁽⁷⁾ A 93,137 33,110 126,247 .26 % — —
B — — — — — —
Kalpana Raina A — — — — — 9,440
B — — — — — —
Gary Rinck⁽⁴⁾ A 40,886 3,933 44,819 .09 % — —
B — — — — — —
Jesse Caleb Wiley A — — — — — —
B 800 — 800 — — —
Peter Booth Wiley⁽⁵⁾⁽⁶⁾ A 1,381,850 — 1,381,850 2.8 % .1 % —
B 2,727,154 — 2,727,154 29 % 19 % —
All directors and executive
officers as a group A 1,681,558 71,091 1,752,649 3.56 % .12 % —
(24 persons) B 2,727,954 — 2,727,954 29 % 19 % —
⁽¹⁾ ~~This table is based on the information provided by the individual directors or executives.~~
⁽¹⁾  This table is based on the information provided by the individual directors or named executive officers as of August 4, 2017. In the table, percent of class was calculated on the basis of the number of shares beneficially owned as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, divided by the total number of shares issued and outstanding plus the number of shares of the class issuable to the individual director or executive officer pursuant to the options exercisable under the Company’s stock option plans on or before October 3, 2015.
⁽²⁾ ~~Shares issuable pursuant to options exercisable under the Company’s stock option plans on or before October 3, 2015.~~
⁽³⁾ This amount represents the number of shares of Class A Stock credited to the participating director’s account pursuant to the Deferred Compensation Plan for Directors’ Fees, described on page 52. The shares will be issued upon the director’s retirement.
⁽⁴⁾ Includes Class A shares of restricted stock subject to forfeiture awarded under the Company’s long-term incentive plans as follows: Mr. Allin, 2,951 shares; Mr. Kritzmacher, 12,500 shares; Mr. Miron 15,921 shares; Mr. Rinck 3,933 shares, Mr. Smith, 33,110 shares and Mr. Semel 5,000 shares.
⁽⁵⁾ Peter Booth Wiley, as a co-trustee with Bradford Wiley II and Deborah E. Wiley, of the E.P. Hamilton Trusts, LLC shares one-third voting and investment power with respect to 462,338 shares of Class A Stock and 8,125,536 shares of Class B Stock. For purposes of this table, Mr. Wiley is shown as the beneficial owner of 154,112 shares of Class A Stock and 2,708,512 Class B Stock, representing one-third of the holdings of E.P. Hamilton Trusts, LLC in such shares of Class A Stock and Class B Stock.
⁽⁶⁾ Peter Booth Wiley, as co-trustee with Bradford Wiley II and Deborah E. Wiley, share voting and investment power with respect to 55,072 shares of Class A Stock and 36,720 shares of Class B Stock under the Trust of Esther B. Wiley. For purposes of this table, each is shown as the owner of one-third of these shares.
⁽⁷⁾ ~~Mr. Heider separated service from Wiley on August 7, 2015. Mr. Miron separated service from Wiley on November 30, 2014. Mr. Smith retired on June 1, 2015.~~
~~Section 16(a) of~~ the Securities Exchange Act of 1934, ~~requires~~divided by the total number of shares issued and outstanding.
⁽²⁾  Shares issuable pursuant to options exercisable under the Company’s stock option plans on or before October 3, 2017.
⁽³⁾  Each share of Class A Common Stock is entitled to one-tenth (1/10) of one vote and each share of Class B Common Stock is entitled to one vote.

⁽⁴⁾  This amount represents the number of share equivalents of Class A Stock credited to the participating director’s account pursuant to the Director Deferred Compensation Plan (the “Plan”), described on page 51. Deferred shares are issued under the Plan upon the participating director’s retirement and pursuant to the distribution election made by the director. Distributions are made annually on January 15^th in Class A Common Stock after a Director has retired from the Board.
⁽⁵⁾  Includes 64,970 shares held indirectly through a GRAT trust.
⁽⁶⁾  Includes 100 shares held indirectly though a trust.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act and related regulations require our directors, executive officers, and ~~directors, and persons who own~~beneficial owners holding more than ~~ten percent~~10% of ~~a registered class~~our common stock to report their initial ownership of ~~the Company’s equity securities, to file reports of ownership~~our common stock and any changes in that ownership with the ~~Securities and~~
19
~~Exchange Commission and the New York Stock Exchange.~~SEC. Officers, directors and greater than ~~ten percent~~10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
~~Based on~~ We assist our ~~review we believe that during Fiscal 2015, our~~ directors, executive officers, and greater than ~~ten percent beneficial owners met all filing~~10% shareholders complying with these requirements.
Based solely upon a review of the copies of these reports furnished to us and written representations from such NEOs, directors and stockholders, with respect to the Fiscal 2017 period, we are not aware of any required Section 16(a) reports that were not filed on a timely basis, except that, due to administrative oversights, required Form 4 reports were not filed on a timely basis on behalf of the following persons relating the acquisition of shares upon the vesting of earned performance share units in June 2016: Mark J. Allin, Reed Elfenbein, John A. Kritzmacher, Joan O’Neil, Vincent Marzano, Gary M. Rinck, John Semel, Clay Stobaugh, and Jeffrey Sugerman.
REPORT OF THE AUDIT COMMITTEE
The following is the report of the Audit Committee of the Company with respect to the Company’s audited financial statements for the fiscal year ended April 30, ~~2015.~~
2017.
Fees of Independent Auditor
Audit Fees
Total aggregate fees billed by KPMG LLP (“KPMG”) for professional services in connection with the audit and review of the Company’s Consolidated Financial Statements, and statutory audits of the Company’s international subsidiaries were ~~$2,484,000~~$2,525,000 and ~~$2,379,000~~$2,939,000 in fiscal years ~~2015~~2017 and ~~2014,~~2016, respectively.
Audit Related Fees
The aggregate fees billed for audit related services, including due diligence related to acquisitions, employee benefit plan audits, and consultation on acquisitions and information technology were ~~$106,000~~$262,000 and ~~$106,900~~$ 108,400 in fiscal years ~~2015~~2017 and ~~2014,~~2016, respectively.
Tax Fees
The aggregate fees billed for services rendered by KPMG tax personnel, except those services specifically related to the audit of the financial statements, were ~~$241,000~~$346,000 and ~~$307,000~~$277,000 in fiscal years ~~2015~~2017 and ~~2014,~~2016, respectively.  Such services include tax planning, tax return reviews, advice related to acquisitions, tax compliance and compliance services for expatriate employees.
Other Non-Audit Fees
The aggregate non-audit fees were $0 and $0 in fiscal years ~~2015~~2017 and ~~2014,~~2016, respectively.
The Audit Committee has advised the Company that in its opinion the services rendered by KPMG LLP are compatible with maintaining their independence.

The Audit Committee is responsible for oversight of the Company’s accounting, auditing and financial reporting process on behalf of the Board of Directors. The Committee consists of ~~three~~four members who, in the judgment of the Board of Directors, are independent and financially literate, as those terms are defined by the ~~Securities and Exchange Commission (the “SEC”)~~SEC and the listing standards of the ~~New York Stock Exchange (the “NYSE”).~~NYSE. The Board of Directors has determined that all the members of the Committee satisfy the financial expertise requirements and three of the four members have the requisite experience to be designated “audit committee financial experts” as that term is defined by the rules of the SEC and the NYSE.
Management has the primary responsibility for the preparation, presentation and integrity of the financial statements of the Company; for maintaining appropriate accounting and financial reporting policies and practices; and for internal controls and procedures designed to assure compliance with generally accepted US accounting standards and applicable laws and regulations. The Committee is responsible for the oversight of these processes. In this fiduciary capacity, the Committee has held discussions with management and the independent auditors regarding the fair and complete presentation of the Company’s results for the fiscal year ended April 30, ~~2015.~~2017. Management has represented to the Committee that the Company’s financial statements were prepared in accordance with generally accepted US accounting principles. The Committee has discussed with the independent auditors significant accounting principles and judgments applied by management in preparing the financial statements as well as alternative
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treatments. The Committee discussed with the independent auditors the matters required to be discussed ~~by Statement on~~pursuant to Public Company Accounting Oversight Board Auditing ~~Standards~~Standard No. ~~61 (Communication~~16 (Communications with Audit Committees).
The Audit Committee has had discussions with, and received regular status reports from, the independent auditors and the Vice President of Internal Audit regarding the overall scope and plans for their audits of the Company, including their scope and plans over management’s assessment of the effectiveness of internal control over financial reporting. The independent auditors provided the Audit Committee with written disclosures and the letter required by applicable professional and regulatory standards relating to KPMG’s independence from the Company, including the Public Company Accounting Oversight Board pertaining to the independent accountant’s communication with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors their independence.
The Committee also considers whether providing non-audit services is compatible with maintaining the auditor’s independence. The Audit Committee has adopted a policy of pre-approving all audit and non-audit services performed by the independent auditors. The Audit Committee may delegate authority to one or more of its members to grant pre-approvals of ~~non-audit~~non- audit services, provided that the pre-approvals are presented to the Audit Committee for ratification at its next scheduled meeting.
Persons with complaints or concerns about accounting, internal controls or auditing matters may contact the Audit Committee ~~by addressing a letter to: Chairman of the Audit Committee, John Wiley & Sons, Inc., P. O. Box 1569, Hoboken, NJ 07030-5774.~~
at tellthedirectors@wiley.com.
Based upon the review and discussions referred to above, the Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, ~~2015,~~2017, as filed with the Securities and Exchange Commission.
Audit Committee
~~Raymond W. McDaniel, Jr., Chairman,~~
Mari Jean Baker, Chair, David C. Dobson, William B. Plummer, and ~~Eduardo Menasce~~Kalpana Raina
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EXECUTIVE COMPENSATION

~~EXECUTIVE COMPENSATION~~
Report of the Compensation Committee
The Compensation Committee has reviewed and discussed with Company management the Compensation Discussion and Analysis found on pages 2326 through 5251 of this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in ~~the Company’s Annual Report on Form 10-K and~~ this Proxy Statement.
Executive Compensation and Development Committee
~~Kalpana Raina,~~
Raymond W. McDaniel, Jr., Chair, George Bell, and ~~William B. Plummer~~
Laurie A. Leshin
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.
Performance Graph

JWA Russell
1000 Dow Pub S&P 400
Apr-12 100.00 100.00 100.00 100.00
Apr-13 86.38 114.66 107.29 117.02
Apr-14 132.70 135.77 139.50 136.78
Apr-15 133.95 150.49 152.33 151.33
Apr-16 119.69 147.87 143.24 147.45
Apr-17 130.20 170.97 158.75 174.79
2010 2011 2012 2013 2014 2015
John Wiley & Sons, Inc. Class A $ 100.00 $ 122.26 $ 110.35 $ 95.32 $ 146.43 $ 147.82
Russell 1000 100.00 115.78 118.08 135.39 160.32 177.70
Dow Jones Publishing Index 100.00 118.16 119.01 127.68 166.02 181.29
S&P 400 Midcap 100.00 123.35 120.44 140.94 164.75 182.27
The above graph provides an indicator of the cumulative total return to shareholders of the Company’s Class A Common Stock as compared with the cumulative total return on the Russell 1000, the Dow Jones Publishing Index and the S&P 400 Midcap, for the period from April 30, ~~2010~~2012 to April 30, ~~2015.~~2017. The Company has elected to use the Russell 1000 Index and the S&P 400 Midcap index as its broad equity market indices because it is currently included in these indices. Cumulative total return assumes $100 invested on April 30, ~~2010~~2012 and reinvestment of dividends throughout the period.
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Fiscal ~~2015~~2017 Compensation Discussion & Analysis
Introduction
This Compensation Discussion and Analysis, or “CD&A,” describes the Fiscal ~~2015~~2017 compensation program for Wiley’s executive officers. The overarching goals that guide the design and administration of our executive compensation program ~~consist of the ability to:~~
·are:
●     Recruit and retain the highest caliber of executive talent by offering a competitive compensation program;
·
●     Motivate and reward executives for achieving strategic and financial objectives, which drive shareholder value, through the use of annual cash incentives; and
·
●    Align executives’ and shareholders’ interests through awards of equity that are dependent upon the performance of the Company and encourage the acquisition of a significant ownership stake in the Company.
This CD&A describes how the Compensation Committee of the Board of Directors considered our business strategy, our compensation philosophy, and the overarching goals that guide our executive compensation program to arrive at Fiscal ~~2015~~2017 compensation decisions for our executives, including our named executive officers (“NEOs”), whose compensation is set forth in the ~~2015~~2017 Summary Compensation Table and other compensation tables contained in this proxy statement.
Our Fiscal ~~2015~~2017 NEOs are:
· ~~Stephen M. Smith~~~~, President and Chief Executive Officer~~~~Mr. Smith retired on June 1, 2015~~
●    Mark J. Allin,President and Chief Executive Officer  Mr. Allin’s employment terminated on May 8, 2017
· ~~Mark J. Allin~~, Executive Vice President, Professional Development (from May 1, 2014 through February 9, 2015), Executive Vice President, Chief Operating Officer and Acting Chief Executive Officer (from February 10, 2015 through May 31, 2015)~~Mr. Allin became President and Chief Executive Officer on June 1, 2015~~
●    John A. Kritzmacher,Chief Financial Officer & Executive Vice President, Technology and Operations
· ~~John A. Kritzmacher~~~~, Executive Vice President, Chief Financial and Operations Officer~~
·
●    Gary Rinck,, Executive Vice President, General Counsel
· ~~Joseph S. Heider~~
●    John W. Semel, Executive Vice ~~President, Global Education~~~~Mr. Heider’s position was discontinued, and he separated service from Wiley on August 7, 2015~~
· ~~John W. Semel~~~~, Senior Vice President, Planning and Development~~~~Mr. Semel was named Executive Vice President and Chief Strategy Officer on May 1, 2015~~
· ~~Former NEO: Steven J. Miron~~~~, Executive Vice President, Global Research~~~~Mr. Miron’s position was discontinued, and he separated service from Wiley on November 30, 2014~~
~~All references to~~ President and Chief Strategy Officer  Mr. Semel’s employment terminated on June 30, 2017
●    Jeffrey L. Sugerman,Executive ~~Officer or CEO in the remainder of this CD&A apply to~~ Vice President, Talent Solutions and Education Services  Mr. ~~Smith.~~
Sugerman retired on July 31, 2017
Executive Summary
Fiscal Year Highlights
~~The Company delivered on its~~Full year revenue of $1,719 million and ~~earnings guidance for~~adjusted Earnings per Share (EPS) of $3.00 rose 2% and 13%, respectively, excluding the ~~year. Revenue grew 4% on a constant currency basis~~impact of foreign exchange. Results were largely due to the transitional impact of shifting to time-based journal subscriptions and contributions from recent acquisitions. Excluding those items and other unusual charges and credits, revenue declined 1% and adjusted EPS rose ~~10%~~1%, both at constant currency. Revenue and EPS on a US GAAP basis were flat and down 21%, respectively, with GAAP EPS performance primarily due to ~~$3.26. Our~~a large, unfavorable tax decision in Germany.
Segment Results. Research, our largest and most profitable ~~business, Research journals (‘Research Communication’),~~segment (50% of revenue) delivered 4% revenue growth for the year on a constant currency basis. Our digital solutions businesses also contributed to our revenue growth. Digital products and services made up 60% of total Wiley revenues for the year, up from 55% in Fiscal 2014. Revenue growth, the continued shift to digital, and additional savings from restructuring all contributed to 9% adjusted operating income growthsteady operational performance for the year. ~~During~~On a currency neutral basis, Publishing revenue (37%) declined 7% due to challenges in our print book business although segment Contribution to Profit (CTP) held steady. The Solutions segment saw 14% top line growth and the tripling of its CTP on a currency neutral basis, the result of efficiency gains.
Digital Evolution. Wiley continues to make significant progress in its digital evolution, increasing its digital share of total revenue to 68% from 63% a year earlier.
Cash Flow. Cash from Operations was lower than prior year by $35 million due to unfavorable timing involving working capital (timing of end-of-year payments and collection lags) and an unbudgeted $7 million contribution to our UK pension just before year-end. The working capital impacts will unwind in Fiscal ~~2015, we~~2018. Free Cash Flow excluding composition and product development costs were lower due to lower cash from operations combined with higher capex (+$17 million) mostly related to Wiley’s headquarters transformation.

Return to Shareholders. In the year, Wiley repurchased ~~1.1 million~~approximately 953,000 shares for ~~$62~~$50.3 million, an average cost of ~~$57.26,~~$52.80, and ~~in June 2014, we~~ increased ~~the~~its quarterly dividend by ~~16%~~3% to ~~$0.29.~~
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~~We continued~~$0.31 per share. It was the 23rd consecutive annual increase and raised the annualized dividend payout to ~~expand Wiley’s depth and breadth as a provider~~$1.24 per share. As of ~~knowledge-enabled solutions, acquiring two companies~~April 30, 2017, the Company had nearly 3.8 million shares remaining in calendar year 2014 – CrossKnowledge, a learning solutions provider focused on leadership and managerial skills development; and Profiles International, a pre-hire assessment and talent management provider. Both position Wiley to become a solutions leaderthe repurchase program announced in professional learning and development. Through organic investment and targeted acquisitions, and by integrating content, technology, and services, we have accelerated the execution of our strategy to provide professionals, students, and researchers with valued solutions that serve their needs from education through employment.June 2016.
~~Some noteworthy business highlights during Fiscal 2015 include:~~
· ~~Revenue of $1.822 billion (+4% growth on a constant currency basis)~~
· ~~Steady growth in the Research segment coming from journals subscriptions, funded access, and other journal revenue~~
· ~~Strong growth in Professional and Education solutions, including Online Training, Assessment and Test Preparation, Online Program Management (Deltak), and WileyPLUS~~
· ~~Share of revenue from digital and solutions now at 60% of revenue; print book revenue share down to 25%~~
· ~~Adjusted Earnings Per Share (“EPS”) of $3.26 (+10% growth on a constant currency basis)~~
· ~~Free cash flow (“FCF”) of $247M, a decrease of $4M over prior year due to increased investment in technology and restructuring payments related to severance~~
· ~~The acquisitions of Profiles International and CrossKnowledge help to create an end-to-end talent management solution from assessment through development, a significant value proposition for customers~~
We urge stockholders to read our Annual Report for the fiscal year ended April 30, ~~2015,~~2017, filed with the SEC on June ~~26, 2015,~~29, 2017, which describes our businesses and ~~2015~~2017 financial results in greater detail.
Executive Compensation Program
The Company’s executive compensation ~~programs are~~program is designed to foster and maintain an experienced, motivated and aligned executive team with the ability to manage ~~the~~during all business ~~during challenging times~~cycles, and to evolve the Company’s practices as changes in the market warrant. The compensation program emphasizes variable, performance-based compensation that promotes the achievement of short-term and long-term business objectives aligned with the Company’s business strategy, and rewards performance when those objectives are met. The Fiscal 2015 annual and long-term incentive programs were structured so that actual realized compensation was aligned with Company performance based on key metrics such as corporate and business revenue, EPS, business contribution to profit (“CTP”), FCF, Company stock price, and strategic objectives that benefited the Company in Fiscal 2015 and will benefit the Company in the future. We believe these metrics are aligned with driving long-term shareholder value and provide appropriate line-of-sight.
~~Superior~~
Strong performance by our executive officers is essential to achieving our goal of increasing shareholder value. ~~The charts below illustrate the mix of target total direct compensation for Fiscal 2015 for our President and Chief Executive Officer (“CEO”) and, on average, for our other NEOs.~~
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~~To ensure alignment between executive and shareholder rewards,~~Accordingly, approximately 80% of our CEO’s target total direct compensation for Fiscal ~~2015~~2017 was at risk, and on average ~~66%~~approximately 70% of our other ~~NEOs~~NEOs’ target total direct compensation for Fiscal ~~2015~~2017 was at risk. The targeted annual incentive compensation was payable based on achievement of performance-based financial measures and strategic objectives, and performance-based equity comprised ~~50%~~60% of the targeted long-term incentive compensation.
The ~~following chart provides a brief summary~~charts below illustrate the mix of ~~the principal elements of the Company’s executive~~target total direct compensation ~~program~~ for Fiscal ~~2015,~~2017 for our CEO and, on average, for our other NEOs.

The following chart provides a brief summary of the principal elements of the Company’s executive compensation program for Fiscal 2017, which are described in more detail later in this CD&A.
~~Compensation~~
~~Element~~ ~~Form~~ ~~Compensation~~
~~Objective~~ ~~Relation~~
~~to Performance~~ ~~2015~~
~~Actions / Results~~
~~Base Salary~~
~~(Discussed in greater detail on page~~ ~~33.~~
CompensationElement Form Compensation
Objective Relation to
Performance Fiscal 2017
Actions / Results
Base Salary
(Discussed in greater detailon page 34.)
Fixed annual cash, paid on a semi-monthly basis. Fixed compensation that is externally competitive with median market rates, and allows us to attract and retain executive talent. Increases in base salary reflect market positioning, economic conditions, and the Compensation Committee’s assessment of Company and individual performance over the prior year.
The Company’s budget for US salary increases was a total of 2.5%, including a merit budget of 2%, with a range of 0-4%, and an additional 0.5% for promotions and market adjustments.
Salary increases for the NEOs ranged from 0.9% to 4.0%, with an average of 1.9%.
Annual Incentives
(Discussed in greater detail on page 35.)
Variable, performance-based cash bonus, paid on an annual basis. Motivate the executive to contribute to the Company’s success in achieving annual corporate and business financial goals and strategic objectives.
75% of the target annual incentive is based on financial goals, including corporate and business revenue, EPS and business contribution to profit (“CTP”)
~~Fixed annual cash, paid on a semi-monthly basis~~ ~~Fixed compensation that is externally competitive with median market rates, and allows us to attract and retain executive talent.~~ ~~Increases in base salary reflect market positioning, economic conditions, and the Compensation Committee’s assessment of Company and individual performance over the prior year.~~   The Company’s budget for US salary increases was a total of 3.25%, including a merit budget of 2.5%, with a range of 0-5%, and an additional 0.75% for promotions and adjustments. Salary increases for the NEOs ranged from 2.9% to 5.4%.
~~Annual Incentives~~
~~(Discussed in greater detail on page~~ ~~33.)~~
~~Variable, performance-based cash bonus, paid on an annual basis~~ ~~Motivate the executive to contribute to the Company’s success in achieving annual corporate and business financial goals and strategic objectives.~~
~~75% of the target annual incentive is based on financial goals, including corporate and business revenue, EPS, business CTP, and FCF.~~ The remaining 25% of the target annual incentive is based on achievement of strategic objectives that are intended to further the Company’s success.
Payout can range from 0% to 150% of target.
Target incentives for the NEOs range from 75% to 120% of base salary.
Actual short-term incentives earned by the NEOs ranged from 108% to 125% of target.
~~Target incentives for the NEOs range from 75% to 140% of base salary.~~
~~Actual short-term incentives earned by the NEOs ranged from 71.6% of target to 100.8% of target.~~
~~Long-Term Stock-Based Incentives~~
~~(Discussed in greater~~
~~detail on page~~ ~~35.)~~
Performance share units granted each year with a 3-year performance cycle. If earned, share units continue to be subject to time-based vesting conditions and are payable as equivalent Class A shares upon vesting 50% on April 30^th ~~of the fourth and fifth years after grant~~ ~~Motivates the executive to contribute to the Company’s success in achieving long-term corporate financial goals that drive shareholder value.~~
~~EPS and cumulative FCF are the performance measures used, with a weight of 60% and 40%, respectively.~~
~~Payout can range from 0% to 150% of target.~~
~~NEOs received approximately 50% of their target long-term value in performance share units for the Fiscal 2015-17 performance cycle.~~
~~For the Fiscal 2013-15 cycle that just ended, the NEOs earned 41.7% of their targeted performance shares.~~
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~~Compensation~~
~~Element~~ ~~Form~~ ~~Compensation~~
~~Objective~~ ~~Relation~~
~~to Performance~~ ~~2015~~
~~Actions / Results~~
~~Non-qualified stock options granted each year, with vesting 50% on April 30~~^th ~~of the fourth and fifth years after grant~~ ~~Ensures alignment of executive and shareholder interests and rewards increases in stock price.~~   Exercise price of non-qualified stock options is fair market value on date of grant. Accordingly, the increase in value of non-qualified stock options is directly dependent on improvements in stock price. ~~June 2014 grants of non-qualified stock options represent approximately 30% of the NEOs’ target long-term value.~~
~~Restricted share units granted each year, payable as equivalent Class A shares upon vesting 50% on April 30~~^th ~~of the fourth and fifth years after grant~~ ~~Promotes retention objective and facilitates stock ownership, expediting achievement of the stock ownership multiple.~~ ~~The value of restricted share units is directly correlated with improvements in stock price.~~
~~June 2014 grants of restricted share units represent approximately 20% of the NEOs’ target long-term value.~~

Long-Term Stock-Based Incentives
(Discussed in greater detail on page 36.)
Performance share units are granted each year and have a 3-year performance cycle. Earned performance share units are payable at the end of the performance cycle – 50% as equivalent Class A shares, and 50% as restricted share units. Such restricted share units vest on April 30^th of the following year to equivalent Class A shares. Motivates the executive to contribute to the Company’s success in achieving long-term corporate financial goals that drive shareholder value.
Cumulative earnings before interest, taxes, depreciation and amortization (“EBITDA”) and cumulative FCF are the performance measures used, with a weight of 60% and 40%, respectively.
Payout can range from 0% to 150% of target.
NEOs received 60% of their target long-term value in performance share units for the Fiscal 2017-19 performance cycle.
For the Fiscal 2015-17 cycle that just ended, the NEOs did not earn any of their targeted performance shares.
Restricted share units granted each year, payable as equivalent Class A shares upon vesting 25% per year on April 30^th. Promotes retention objective and facilitates stock ownership, expediting achievement of the stock ownership multiple. The value of restricted share units is directly correlated with improvements in stock price. June 2016 grants of restricted share units represent approximately 40% of the NEOs’ target long-term value.

The Company also provides the following health and retirement benefits to our senior executives, as described in more detail later in this CD&A:
~~Benefit~~ ~~Form~~ ~~Purpose~~
~~Health and Welfare Benefits~~
~~(Discussed in greater detail on page~~ ~~38.)~~
~~Flexible benefits program provided to all US employees, where “flex dollars” are provided to help pay the cost of health insurance, life, disability and AD&D insurance.~~ ~~Health and welfare benefits are market competitive and are provided primarily for the safety and well-being of the executive and his/her family.~~
~~Retirement Plans~~
~~(Discussed in greater detail on page~~ ~~37.)~~
~~Qualified Defined Contribution Savings Plan (401(k)), provided to all US employees~~
Benefit Form Purpose
Health and Welfare Benefits
(Discussed in greater detail on page 39.)
Flexible benefits program provided to all US employees, where “flex dollars” are provided to help offset the cost of health insurance, life, disability and AD&D insurance Health and welfare benefits are market competitive and are provided primarily for the safety and well-being of the executive and his/her family.
Retirement Plans
(Discussed in greater detail on page 38.)
Qualified Defined Contribution Savings Plan (401(k)), provided to all US employees
Qualified savings plan benefits, including company basic, matching and discretionary contributions, are market competitive and provide post-retirement income for the executive.
Company contributions to the US-based 401(k) were enhanced following the cessation of accruals and freeze of participation in the US defined benefit retirement plans, effective July 1, ~~2013.~~
~~Qualified Defined Benefit Retirement Plan, provided to US employeeshired before July 2012~~
~~Qualified retirement plan benefits provide additional post-retirement income for executives hired before July 2012.~~
~~The Company ceased accruals and froze participation in the US Retirement Plan, effective June 30, 2013.~~
~~Non-qualified Supplemental Benefit Plan (the “Excess Plan”), provided to US employees hired before July 2012 with pay in excess of IRC section 401(a)(17) limit on eligible compensation~~
Restores benefits lost under the qualified Retirement Plan due to limitations imposed by Internal Revenue Code regulations to the same level as other colleagues who are not restricted by Internal Revenue Code limitations.
~~The Company ceased accruals and froze participation in the Excess Plan, effective June 30, 2013.~~
~~Non-qualified Supplemental Executive Retirement Plan (the “SERP”)~~
Provides executives who entered the SERP prior to June 2013 with enhanced retirement income due to tax rules governing qualified retirement plans that place significant limitations on the benefits which can be paid to executives.
~~The Company ceased accruals and froze participation in the SERP, effective June 30,~~ 2013.
Qualified Defined Benefit Retirement Plan, provided to US employees hired before July 2012
Qualified retirement plan benefits provide additional post-retirement income for executives hired before July 2012.
The Company ceased accruals and froze participation in the US Retirement Plan, effective June 30, 2013.
Non-qualified Supplemental Benefit Plan (the “Excess Plan”), provided to US employees hired before July 2012 with pay in excess of IRC section 401(a)(17) limit on eligible compensation
Restores benefits lost under the qualified Retirement Plan due to limitations imposed by Internal Revenue Code regulations to the same level as other colleagues who are not restricted by Internal Revenue Code limitations.
The Company ceased accruals and froze participation in the Excess Plan, effective June 30, 2013.
Non-qualified Supplemental Executive Retirement Plan (the “SERP”)
Provides executives who entered the SERP prior to June 2013 with enhanced retirement income due to tax rules governing qualified retirement plans that place significant limitations on the benefits which can be paid to executives.
The Company ceased accruals and froze participation in the SERP, effective June 30, 2013.
Non-qualified Deferred Compensation Plan (“DCP”)
Enables US executives to prepare for future financial security by allowing the deferral of otherwise taxable income on a pre-tax basis, with various investment options and flexible payment options. Provides for Company contributions mirroring those made under the qualified Savings Plan.
Company contributions to the DCP were enhanced following the cessation of accruals and freeze of participation in the US defined benefit retirement plans, effective July 1, 2013.
The John Wiley & Sons Limited Retirement Benefits Scheme (“UK Qualified Plan”)
Approved (qualified) retirement plan benefits are market competitive and provide retirement income for UK employees on a defined benefit basis in addition to providing an incentive for a long-term career with the Company.
This scheme is closed to new entrants and accruals based on service froze as of April 30, 2015.
The Unapproved Supplemental UK Plan (the “UK Non-Qualified Plan”)
Restores benefits “lost” under the UK Qualified Plan due to limitations imposed by the UK Revenue authorities to the same level as other colleagues in the UK Qualified Plan who are not affected by those restrictions.
This UK Non-Qualified Plan was closed to new entrants and accruals based on service froze as of April 30, 2015.
Perquisites
(Discussed in greater detail on page39.)
Financial planning, tax preparation, club membership Limited perquisites are provided primarily for the financial security and productivity of the executive.

~~Benefit~~ ~~Form~~ ~~Purpose~~
~~Non-qualified Deferred Compensation Plan (“DCP”)~~
Enables US executives to prepare for future financial security by allowing the deferral of otherwise taxable income on a pre-tax basis, with various investment options and flexible payment options. Provides for Company contributions mirroring those made under the qualified Savings Plan.
~~Company contributions to the DCP were enhanced following the cessation of accruals and freeze of participation in the US defined benefit retirement plans, effective July 1, 2013.~~
~~The John Wiley & Sons Limited Retirement Benefits Scheme (“UK Qualified Plan”)~~ Approved (qualified) retirement plan benefits are market competitive and provide retirement income for UK employees on a defined benefit basis in addition to providing an incentive for a long-term career with the Company. This scheme is closed to new entrants and accruals based on service froze as of April 30, 2015.
~~The Unapproved Supplemental UK Plan (the “UK Non-Qualified Plan”)~~ Restores benefits “lost” under the UK Qualified Plan due to limitations imposed by the UK Revenue authorities to the same level as other colleagues in the UK Qualified Plan who are not affected by those restrictions. This UK Non-Qualified Plan was closed to new entrants and accruals based on service froze as of April 30, 2015.
~~Perquisites~~
~~(Discussed in greater detail on page~~ ~~38.)~~
~~Financial planning, tax preparation, health club membership~~ ~~Limited perquisites are provided primarily for the financial security and productivity of the executive.~~

The table below highlights our current compensation practices – those we have implemented because we believe they drive performance and are aligned with sound governance standards – and those we have not implemented because we do not believe they would serve our shareholders’ long-term interests.
Executive Compensation Practices
We Have Implemented
(What We Do) Executive Compensation Practices
We HaveNot Implemented
(What We Don’t Do)
ü We ensure a correlation between pay and performance by having a significant portion of compensation that is performance-based and at-risk. Payment of the performance-based compensation is based on achievement of corporate and business financial goals and individual performance against pre-set strategic objectives. Different financial metrics are used in our annual and long-term incentive plans. ~~Executive Compensation Practices We Have~~
~~Implemented (What We Do)~~ ~~Executive Compensation Practices~~
~~We Have~~~~Not~~ ~~Implemented~~
~~(What We Don’t Do)~~
√ We ensure a correlation between pay and performance by having a significant portion of compensation that is performance-based and at-risk. Payment of the performance-based compensation is based on achievement of corporate and business financial goals and individual performance against pre-set strategic objectives. X We prohibit the repricing of stock options and stock appreciation rights without shareholder approval. We also do not allow cash buyouts for underwater stock options or stock appreciation rights without shareholder approval.
√ ~~We review industry and general industry survey data when setting compensation for our executive officers.~~ X ~~We do not pay dividends on unearned performance-based equity awards.~~
√
~~We mitigate risk by:~~
·~~placing substantial emphasis on long-term equity-based incentives;~~
·~~setting performance levels that correspond to a range of payments for performance-based compensation;~~
·~~capping payouts of annual and long-term performance-based compensation;~~
·~~including clawback provisions in our annual and long-term incentive plans;~~
X We prohibit the repricing of stock options and stock appreciation rights without shareholder approval. We also do not allow cash buyouts for underwater stock options or stock appreciation rights without shareholder approval.
ü We review general and technology industry survey data, along with custom peer group information, when setting compensation for our executive officers. X We do not pay dividends on unearned performance-based equity awards.
ü We mitigate risk by: X We do not maintain compensation programs that we believe create risks reasonably likely to have a material adverse effect on the Company.
● conducting an annual risk assessment;
● setting performance levels that correspond to a range of payments for performance-based compensation;
● capping payouts of annual and long-term performance-based compensation;
● including clawback provisions in our annual and long-term incentive plans;
● strictly prohibiting hedging activities in our Insider Trading Policy; and
● requiring retention of 50% of the net shares upon exercise or vesting until the stock ownership multiple is met.
ü We have competitive post-employment and change in control provisions that apply to all executive officers. ~~Executive Compensation Practices We Have~~
~~Implemented (What We Do)~~ ~~Executive Compensation Practices~~
~~We Have~~~~Not~~ ~~Implemented~~
~~(What We Don’t Do)~~
·~~strictly prohibiting hedging activities in our Insider Trading Policy;~~
·~~requiring retention of 50% of the net shares upon exercise or vesting until the stock ownership multiple is met.~~
√ ~~We have competitive post-employment and change in control provisions that apply to all executive officers.~~ X ~~We do not provide significant additional health and retirement benefits to executive officers that differ from those provided to all other employees.~~
√ ~~We have double-trigger vesting of equity awards following a change in control when the acquiring company is a publicly traded company and outstanding equity is assumed or replaced.~~ X ~~We do not provide excise tax gross-ups upon a change of control.~~
√ ~~We generally provide limited perquisites that we believe are beneficial to the Company.~~ X ~~We do not provide tax gross-ups on perquisites.~~
√ The Compensation Committee, currently composed of three independent directors, retains an external, independent compensation consulting firm to advise on matters related to executive compensation and governance. X We do not provide significant additional health and retirement benefits to executive officers that differ from those provided to all other employees.
ü We have double-trigger vesting of equity awards following a change in control when the acquiring company is a publicly traded company and outstanding equity is assumed or replaced. X We do not provide excise tax gross-ups upon a change of control.
ü We generally provide limited perquisites that we believe are beneficial to the Company. X We do not provide tax gross-ups on perquisites.
ü The Compensation Committee, currently composed of three independent directors, retains an external, independent compensation consulting firm to advise on matters related to executive compensation and governance. X The Compensation Committee’s independent compensation consulting firm does not provide any other services to the Company.

The following changes to our executive compensation program were implemented during Fiscal ~~2015:~~2017:
  ●
Beginning in Fiscal 2017, 60% of each NEO’s regular annual long-term incentive opportunity was delivered in the form of performance share units, and 40% was delivered in the form of restricted share units, an increase from 50% and 20% in prior years, respectively. Stock options, previously weighted at 30%, were eliminated as a form of long-term incentive beginning in Fiscal 2017. The Compensation Committee believes the new mix of equity provides an appropriate balance between risk and potential reward by tying realizable compensation directly to pre-established performance goals and future increases in stock price, provides alignment with shareholder interests, and serves as an effective retention tool for executive talent.
  ● The executive severance policy for NEOs was implemented during Fiscal 2017, to provide an appropriate level of financial protection against involuntary job loss through the provision of competitive and consistent post-termination benefits, contingent upon securing restrictive covenants such as non-compete and non-solicitation.
· During Fiscal 2015, a new methodology for assessing the competitiveness of our executive compensation program was implemented, including the establishment of a custom executive compensation peer group and use of the Radford Technology Survey in addition to the previously used Towers Watson General Industry Survey. In addition to providing an additional market reference, the custom peer group provides the ability to conduct research on other comparable companies’ compensation programs and policies to ensure all aspects of Wiley’s program are competitive. The introduction of the Radford Technology Survey recognizes the continued digital focus and evolution of the business and, along with the Towers Watson General Industry Survey, provides a robust combination of survey data to use for executive compensation benchmarking. This new methodology was used to make fiscal 2016 compensation decisions.
· Accruals based on service under the closed UK Qualified Plan and under the UK Non-Qualified Plan were frozen as of April 30, 2015. The group of colleagues previously covered under the UK Qualified Plan commenced participation under the UK Group Personal Pension Plan (“GPPP”), a UK tax-qualified defined contribution arrangement, as of May 1, 2015.
CEO Realizable Pay
To demonstrate the linkage between CEO pay and Company performance / changes in shareholder value, a comparison of realizable pay to reported pay and Total Shareholder Return (“TSR”) is presented below. While not intended to replace the Summary Compensation Table (“SCT”) on page ~~39,~~40, which includes targeted equity grants based on ~~accounting~~grant date values, this information includes the value realized from stock option exercises and the vesting of full-value awards during the fiscal year, and the change in the intrinsic value of outstanding equity awards as of the end of the fiscal year. SCT data is included in the chart and the accompanying table below for comparison purposes.
28 Data shown are for the two years Mr. Allin was CEO. Mr. Allin’s Fiscal 2016 grants include stock awards under the Executive Long-Term Incentive Plan in addition to restricted and performance-based stock awards received upon appointment to CEO.

Realizable Compensation Analysis ($000s)
Compensation Element Fiscal 2016 Fiscal 2017
Cash Compensation
Base Salary $738 $775
Annual Incentive Earned 875 1,053
Total Cash Compensation $1,613 $1,828

Long-Term Incentives
Value of Realized Awards at Exercise/Vesting $226 $696
Change in Value of Outstanding Awards at FYE 665 1,591
Total $891 $2,287
Total Realizable Compensation $2,504 $4,115
Summary Compensation Table Values ($000s)
Compensation Element Fiscal 2016 Fiscal 2017
Base Salary $738 $775
Annual Incentive 875 1,053
Stock Awards 2,284 1,920
Stock Options 499 N/A
Total $4,395 $3,748
~~Realizable Compensation Analysis ($000s)~~
Compensation Element Fiscal 2013 Fiscal 2014 Fiscal 2015

Cash Compensation
Base Salary $833 $869 $913
Annual Incentive Earned $753 $1,435 $1,137
Total Cash Compensation $1,586 $2,304 $2,050

Long-Term Incentives
Value of Realized Awards
at Exercise/Vesting $347 $1,307 $1,757
Change in Value of Outstanding
Awards at FYE -$1,306 $8,790 -$1,197
Total -$958 $10,097 $559
Total Realizable Compensation $627 $12,401 $2,609

Summary Compensation Table Values ($000s)
Compensation Element Fiscal 2013 Fiscal 2014 Fiscal 2015

Base Salary $833 $869 $913
Annual Incentive 753 1,435 1,137
Stock Awards 961 1,403 1,493
Stock Options 1,229 608 641
Total $3,776 $4,315 $4,183
~~2014~~
2016 “Say-on-Pay” Advisory Vote on Executive Compensation
The Company provides shareholders with an annual “say-on-pay” advisory vote to approve its executive compensation, in accordance with Section 14A of the Exchange Act. At the ~~2014~~2016 Annual Meeting of Shareholders, our shareholders expressed substantial support for the compensation of our NEOs, with ~~approximately 99.5%~~99% of the votes cast for approval of our executive compensation program. The Compensation Committee evaluated the results of the ~~2014~~2016 advisory vote and believes the strong shareholder support signals approval of the current pay-for-performance executive compensation program and the sound governance practices in place at Wiley. As noted above in the Executive Summary, the Company has adopted governance practices that it believes best serve our shareholders, while also incorporating best practices that allow us to meet the overarching goals of our executive compensation program. In furtherance of that goal, the Compensation Committee determined to make certain changes to the executive compensation program, noted on page ~~28,~~31, in a continuing effort to reflect sound governance and market practices.
29
Compensation Principles and Practices
Principles of
Wiley’s Executive
Compensation Program
The following principles and practices shaped the design and implementation of the Company’s compensation program for Fiscal ~~2015:~~2017:
· ~~The compensation mix is designed to balance emphasis on short-term and long-term performance,~~
● The compensation mix is designed to emphasize variable pay, with a significant proportion performance-based, in line with the Company’s operating and strategic plans.
· Compensation is merit-based in that the total compensation opportunity and actual payout for each executive is based on current responsibilities, tenure in current position, skill set relative to the external marketplace, and sustained performance against financial and strategic objectives.
· There is a correlation between compensation (both annual and long-term) and the Company’s performance. Financial targets used in both the short- and long-term incentive plans are aligned with the Board-approved strategic plan and, if not achieved, result in a large percentage reduction in compensation. The program is structured such that at executive levels a larger portion of annual and total compensation is variable, driven by performance and significantly composed of stock-based compensation, ensuring a correlation between executive and shareholder rewards.
·
● Senior executives, including the NEOs, have a significant, ongoing ownership stake in the Company to strengthen the alignment of our executives’ interests with those of our shareholders.
· The program is competitive with the total compensation program of competitor companies in the publishing / information / media and general industries when performance goals are achieved. To that end the Compensation Committee reviews a report based on independently researched market compensation data as a guidepost to determine whether the Company’s compensation levels and programs are competitive and meet the Company’s stated objectives. For Fiscal 2015, the report included publishing / media companies with whom Wiley competes for business and talent and for whom data is available, as well as other companies in general industry for positions that are not unique to our industry. Base salaries, annual incentive awards and long-term incentive grants are determined within the framework of position responsibilities, assessments of individual performance and future leadership potential, and competitive market data adjusted to reflect the size of the Company. As noted previously, a new methodology for assessing the competitiveness of our executive compensation program was implemented, including the establishment of a custom executive compensation peer group and use of the Radford Technology Survey in addition to the previously used Towers Watson General Industry Survey.
● The program is competitive with the total compensation of companies in our custom benchmarking peer group, and in comparison to companies included in the general and technology industry surveys we use to benchmark executive compensation.
Role of Compensation
Consultant
The Compensation Committee, currently composed of three independent directors, has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant, to advise the Compensation Committee on matters related to executive compensation.  The executive compensation consultant reports directly to the Compensation Committee, and works collaboratively with management with regard to evaluating changes to the ~~administration~~executive compensation program and practices, conducting any required analysis in support of the executive compensation ~~program.~~

program, and providing competitive benchmarking information, including determining the companies for the benchmarking peer group. In addition, FW Cook provides competitive benchmarking for non-employee director pay to the Governance Committee. FW Cook does not offer or provide any other services to the Company, and the Compensation Committee determined that the retention of FW Cook has not raised any conflict of interest.
Following are the services provided to the Compensation Committee by FW Cook during Fiscal ~~2015:~~2017:
● Provided market and custom peer-group analysis and a competitive range of target compensation based on the Company’s compensation philosophy for executive officers, which was used for Fiscal 2017 executive compensation recommendations.  The peer group compensation data is an additional reference point that supplements size-adjusted survey data for the Company’s proxy executives and provides information on executive compensation practices and competitive aggregate share usage and dilution levels.
· Provide market analysis and a competitive range of target compensation based on the Company’s compensation philosophy for executive officers, to be used for Fiscal 2015 executive compensation recommendations. Confer
● Attended meetings as requested by the Compensation Committee, and conferred with the Compensation Committee Chair and management, as needed.
30
· Present the market analysis report with respect to Fiscal 2015 target compensation at the March 2014 Compensation Committee meeting. Attend any other meetings as requested by the Compensation Committee.
● Monitored the Company’s executive compensation program and advised the Compensation Committee of change to plans or practices to improve effectiveness, competitiveness and alignment with good corporate governance principles. FW Cook conducted a review of key design features and mechanics of the executive severance programs currently in effect among Wiley’s benchmarking peer group, which was used by the Committee and management when considering changes to the Company’s executive severance practices.
· Monitor the Company’s executive compensation program and advise the Compensation Committee of plans or practices that might be modified to improve effectiveness, competitiveness and alignment with good corporate governance principles. As noted previously, Cook worked with management and the Compensation Committee to establish an executive compensation peer group and introduce a new third-party salary survey for benchmarking fiscal 2016 executive pay.
· ~~Review the Company’s executive compensation philosophy and competitive positioning for reasonableness and recommend~~
● Reviewed the Company’s executive compensation philosophy and competitive positioning for reasonableness and recommended modifications where appropriate.
· ~~Advise~~
● Advised the Compensation Committee on management proposals, as requested.
· ~~Review~~
● Reviewed the Compensation Discussion and Analysis, compensation tables and other compensation-related disclosures included in the Company’s proxy statement.
· ~~Proactively advise~~
● Proactively advised the Compensation Committee on best practices for governance of executive compensation as well as areas of concern and risk in the Company’s program.
· ~~Proactively advise~~
● Proactively advised the Compensation Committee on legislative and regulatory developments related to compensation policies and programs and compensation-related disclosure.
Roles of the
Compensation
Committee and
Management in
Recommending
Compensation
As described in greater detail below, individual base salaries, annual cash incentive awards and long-term incentive ~~grant amounts~~award values are determined ~~within the framework of~~based on the executive’s position and responsibilities and impact on the Company, individual and Company / business performance, ~~as well as with regard to time~~tenure in ~~position~~current role and compensation positioning relative to the external marketplace. The CEO presents compensation recommendations for the other executive officers to the Compensation Committee for ~~its~~ review and approval. The Compensation Committee, ~~evaluates the performance~~based on an evaluation of the ~~CEO,~~CEO’s performance by the Executive Committee, determines ~~his~~the CEO’s compensation, and discusses its recommendation with the Board of Directors in executive session.
Determination of Target Compensation Levels
Compensation
Philosophy
The Company’s executive compensation program for the executive officers consists of base salary, targeted annual cash incentives expressed as a percent of base salary and targeted long-term equity ~~awards.~~incentive award values. Each executive officer’s base salary, target annual cash incentive and long-term incentive award value are reviewed annually and adjusted when and if needed, based on the criteria noted above and depending on market conditions, to remain competitive with the external market. The program is designed to pay median base salaries, above-median total cash compensation for the achievement of challenging financial targets and strategic objectives, and below-median total cash compensation when those targets are not attained, thereby aligning executive compensation with shareholder interests. Third quartile levels of total direct compensation can be realized when challenging, long-term financial goals are achieved and accompanied by future share price appreciation. An executive’s position against the market may be below or above our target positioning based on a number of factors specific to the individual, including scope of responsibility, performance, tenure in position, level of experience and skill, and market conditions.

Compensation Benchmarking
The Compensation Committee’s independent compensation consultant prepares an annual review of executive compensation competitiveness, using a combination of third-party surveys and a custom ~~proxy~~benchmarking peer ~~group (the latter implemented for fiscal 2016).~~group. For ~~fiscal 2015,~~Fiscal 2017, data from the ~~Towers Watson US Media Industry Survey and the~~Willis Towers Watson US General Industry Survey and the Radford Global Technology Survey were ~~used. The Towers Watson survey data included a special cut of 43 publishing~~used, weighted two-thirds and ~~information services companies in the 2013 Towers Watson US Media Industry Survey,~~one-third, respectively, and ~~over 442 companies in the 2013 Towers Watson US General Industry Survey,~~ adjusted to be appropriate for the Company’s revenue ~~size. The data is weighted two thirds on the publishing / media industry data and one-third on general industry data, recognizing that~~
31
~~the competitive market for our executives is broader than the publishing / media industry.~~size, as applicable. The independent compensation consultant presents its report to the Compensation Committee at its March meeting. In benchmarking compensation levels against the Willis Towers Watson and Radford survey data, the Compensation Committee considers only the aggregated survey data. Therefore, the Compensation Committee members do not consider the identity of the companies comprising the survey data to be material for this purpose. ~~As noted previously, the Radford Technology Survey will replace the Towers Watson Media Industry Survey beginning in fiscal 2016, recognizing the evolution of our business.~~
Each year, compensation decisions covering base salary, annual incentives and ~~stock-based awards~~long-term incentive award values are primarily driven by assessments of individual and Company performance. Comparisons are also made to the compensation survey data. Individual annual and long-term incentive payments from preceding years are not a significant factor in determining recommendations for the total compensation opportunity for an upcoming year.
Compensation for the CEO is established using the same process and philosophy previously discussed for the other executive officers. The Compensation Committee establishes the CEO’s base salary, target annual incentive and stock-based awards using the executive compensation competitive review report prepared annually by the independent compensation consultant, as indicated above. In addition, the CEO’s compensation relative to the next two highest-compensated executives is evaluated.
Weighting of Pay
Elements – Fixed
Versus “At Risk”
Compensation
As noted more fully below and in other sections of this Proxy Statement, a significant portion of target total direct compensation (defined as base salary, target annual incentives and the target value of ~~stock-based awards)~~long-term incentives) granted to our executive officers in Fiscal ~~2015~~2017 is based on the attainment of annual and long-term financial objectives ~~which~~that we believe drive shareholder value. The following chart illustrates the target pay mix for our NEOs in Fiscal ~~2015.~~2017. Approximately 80% of our CEO’s target total direct compensation and, on average, ~~66%~~about 70% of our other NEOs’ target total direct compensation was ~~at risk~~variable in the form of ~~performance share units, stock options, restricted share units~~annual cash-based incentives and ~~annual~~long-term stock-based incentives.
We believe that this pay mix, with ~~about 70% of pay variable based~~its emphasis on ~~achievement of annual and long-term financial objectives, and commensurate improvement in share price,~~performance-based compensation, provides strong motivation to focus on attaining results that create shareholder value.
32

Compensation Elements
Base ~~salaries~~Salaries
~~Base salaries are provided to our executive officers for performing their day-to-day responsibilities.~~
Competitive base salaries allow the Company to attract and retain executive talent. For Fiscal ~~2015,~~2017, the Company’s budget for US salary increases was ~~3.25%~~2.5%, including a merit budget of ~~2.5%~~2%, with a range of ~~0-5%~~0-4%, and an additional ~~0.75%~~0.5% for promotions and market adjustments. Base salary increases, if any, are effective July 1 of each year. The base salaries of our executive officers are based on a review of the competitive median marketplace for equivalent executive positions as previously discussed, assessment of the executive officer’s individual performance by the

CEO (or in the case of the CEO, by the ~~Compensation Committee)~~Executive Committee of the Board of Directors), the performance of the Company and / or relevant business unit, internal pay relationships among executive officers based on relative duties and responsibilities, the tenure of the executive officer in his / her role, and the Company’s annual salary increase budget. ~~After taking into consideration~~Salary increases for the ~~foregoing, the Compensation Committee determined~~NEOs ranged from 0.9% to ~~increase the NEOs’ salaries ranging from 2.9% to 5.4%~~4.0%.
Annual ~~incentives~~Incentives
Annual incentives are intended to motivate and reward senior executives for achieving short-term ~~business~~financial goals and strategic objectives that drive Company and business unit performance. ~~Annual incentives are payable for the achievement of annual financial performance goals established by the Compensation Committee and for individual performance and contributions.~~ The financial goals represent 75% of the targeted annual incentive, and strategic objectives represent 25% of the targeted annual incentive. Financial goals are based upon a strategic plan presented to and approved by the Board of Directors annually. At the end of the fiscal year, a payout factor is calculated using actual results against target. The range of payout of annual incentives is 50% of target for achievement of financial performance at the threshold level to 150% of target for achievement of financial performance at the outstanding level. There is no payout of the financial portion of the annual incentives if achievement of financial performance is below the threshold level.
~~Financial goals are based upon a strategic plan presented to and approved by the Board of Directors annually. At the end of the performance cycle a~~  A payout ~~factor is calculated using actual results against the target for the financial measures. This results in a payout from 0 to 150% for financial objectives. A rating~~range from 0 to 150% is also established for performance on strategic objectives.
Following are the Fiscal ~~2015~~2017 target annual incentives for the NEOs:
~~Named Executive Officer~~

Named Executive Officer Target Annual Incentive
as a % of Base Salary
Mark J. Allin 120 %
John A. Kritzmacher 100 %
Gary Rinck 75 %
John W. Semel 85 %
Jeffrey L. Sugerman 75 %

The target annual incentive percentages for Messrs. Allin, Kritzmacher and Sugerman were raised from 110% to 120%, 95% to 100%, and 70% to 75%, respectively, in Fiscal 2017, to align compensation with the external market, using variable-pay elements.

~~Stephen M. Smith~~ ~~140~~ %
~~Mark J. Allin~~ 95 %
~~John A. Kritzmacher~~ 95 %
~~Gary Rinck~~ 75 %
~~Joseph S. Heider~~ 95 %
~~John W. Semel~~ 75 %
~~Steven J. Miron~~ 95 %
The target annual incentive percentage for Mr. Smith was raised from 130% in Fiscal 2014 to 140% in Fiscal 2015, to bring his targeted cash compensation more in line with our executive compensation philosophy, using performance-based annual incentives.
The Company uses a Performance Management Program that measures performance against financial goals, consistent with the operating plan, and approved by the Compensation Committee, as well as other quantitative and qualitative strategic objectives established at the beginning of the fiscal year. The Compensation Committee approves the strategic objectives of the CEO, evaluates his performance in light of those strategic objectives, and discusses its recommendation with the Board of Directors in executive session. The CEO evaluates the performance of the executive officers against assigned quantitative and qualitative strategic objectives, and presents his ratings to the Compensation Committee for its review and approval.
33
For the 75% of the annual incentive that is based on financial measures, corporate financial performance metrics are used for corporate NEOs, and a combination of corporate (weighted at 25%) and relevant business performance metrics (weighted at 75%) are used for business NEOs. For Fiscal ~~2015,~~2017, the corporate performance metrics were revenue and EPS, ~~and normalized FCF weighted at 30%, 40% and 30%, respectively.~~equally weighted. Performance metrics for individual businesses were revenue and CTP, ~~weighted at 40% and 60%, respectively.~~equally weighted. These performance metrics are ~~relevant~~important and visible short-term measures ~~of our corporate and business unit success and align~~aligned with shareholder ~~and executive interests. The higher weight on the profit metric(s) ensures an appropriate distribution of incentives paid vis-a-vis what is retained by the Company in pretax income.~~
return.
In Fiscal ~~2015,~~2017, in comparison to the corporate target goals set by the Compensation Committee for annual incentive purposes (see table below) revenue achievement was ~~96.7%~~99% of target and EPS achievement was ~~100.3% of target, and normalized FCF achievement was 95.8%~~106.8% of target, resulting in a payout of ~~84.4%~~116.7% of target for the corporate performance measures.
Financial Objective Weight 2015 Threshold Performance Level 2015
Target
Amount 2015
Outstanding Performance Level 2015
Results
Revenue ($000s) 30% 95% $1,916,000 105% $1,852,500
EPS 40% 90% $3.35 110% $3.36
Normalized FCF ($000s) 30% 90% $292,000 110% $279,698
~~Note:~~ Financial results used for incentive payment purposes were adjusted to be on a constant currency basis using budgeted foreign exchange rates. Certain items and events may be excluded as permitted by the shareholder-approved 2009 Executive Annual Incentive Plan. These exclusions ensure that executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. For Fiscal 2015, the principal exclusions were a disputed income tax deposit paid to the German tax authorities and restructuring and reorganization charges. Free cash flow is defined by the Company as cash from operating activities less cash used for investing activities excluding acquisitions.

Financial Objective Weight 2017
Threshold
Performance
Level 2017
Target
Amount 2017
Outstanding
Performance
Level 2017
Results
Revenue ($000s) 50% 97% $1,769,300 103% $1,752,000
EPS 50% 93% $2.95 107% $3.15
Note: Financial results used for incentive payment purposes were adjusted to be on a constant currency basis using budgeted foreign exchange rates. Certain items and events may be excluded as permitted by the shareholder-approved 2014 Executive Annual Incentive Plan. These exclusions ensure that executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. For Fiscal 2017, the principal exclusions were dilution related to recent acquisitions and tax credits related to prior years.

Quantitative and qualitative strategic objectives for Fiscal ~~2015~~2017 were set based on the following goals:
· ~~Execute Fiscal 2015 Financial Plan to achieve targeted performance~~
· ~~Integrate recent acquisitions to create a high-growth Talent Management Solutions business~~
· ~~Invest in adding more value digitally to Wiley’s book and journal content~~
· ~~Increase efficiency and simplify business processes to enable better decision-making, reduce long-term technology investment and foster innovation~~
· ~~Accelerate growth in emerging markets~~
· ~~Drive double-digit growth in Wiley’s content-enabled solutions business~~
· ~~Clearly and succinctly articulate a vision for Wiley’s future success as a business built on the integration of high quality curated content, innovative technology and valued services~~
● Beat our revenue goals.Improve the top line in Research and K&L
● Drive profitable growth in Solutions.Achieve scale and efficiency
● Reach best in class for cost and delivery.Improve competitiveness
● Deliver technology results. Implement the systems we need
● Build a high-performance organization.Develop a culture of winning
● Empower people to succeed.Enhance Executive Leadership Team effectiveness
An evaluation of each executive officer’s achievement of Fiscal ~~2015~~2017 strategic objectives in the context of the goals set forth above, was made by the CEO and approved by the Compensation Committee. In the case of the CEO, this evaluation was made by the ~~Compensation~~Executive Committee.
There were no specific weightings for each of the preceding goals, and achievement of the strategic objectives was based on the Compensation Committee’s qualitative assessment. The key strategic accomplishments of the NEOs during Fiscal ~~2015~~2017 include: ~~continuing to reorganize~~financial performance in line with guidance provided; significant progress in our digital evolution; the acquisition of Atypon; steady performance from Journal subscriptions; strong growth from Education Books, Author-Funded Access, Test Preparation & Certification, Corporate Learning, Online Program Management, Professional Assessment, and ~~restructure Wiley’s businesses~~Course Workflow/WileyPLUS; continued transition of leadership and ~~shared service functions~~investment in new and existing talent to enhance business ~~performance~~performance; initiated work on a multi-year operational excellence initiative; continued work on our ERP implementation and provide resources for reinvestment in new business growth and technology initiatives; growth of 10% in adjusted EPS; a 4% improvement in revenue primarily from journals subscriptions, funded access and other journal revenue, Online Training, Assessment and Test Preparation, Online Program Management (Deltak), and
34ourheadquarters office transformation.

~~WileyPLUS, and the recent acquisition and integration of Profiles International and CrossKnowledge into our Talent Solutions business.~~
Payout of the financial and strategic objectives portions of the annual incentives as a percentage of target, and total Fiscal ~~2015~~2017 annual incentives paid to the NEOs as a percentage of target, are noted in the table below.
Named Executive Officer Payout of
Financial-Based
Incentive as a %
of Target Payout of
Strategic Objectives
Incentive as a %
of Target Total Annual
Incentive Payout
as a % of Target
Stephen M. Smith 84.4 % 100 % 88.3 %
Mark J. Allin 63.8 % 105 % 74.1 %
John A. Kritzmacher 84.4 % 150 % 100.8 %
Gary Rinck 84.4 % 105 % 89.5 %
Joseph S. Heider 62.1 % 100 % 71.6 %
John W. Semel 84.4 % 125 % 94.6 %

Named Executive Officer Payout of
Financial-Based
Incentive as a %
of Target Payout of Strategic
Objectives
Incentive as a %
of Target Total Annual
Incentive Payout
as a % of Target
Mark J. Allin 116.7 % 100 % 113 %
John A. Kritzmacher 116.7 % 150 % 125 %
Gary Rinck 116.7 % 90 % 110 %
John W. Semel 116.7 % 90 % 110 %
Jeffrey L. Sugerman 107.0 % 110 % 108 %
Long-Term Stock-Based
Incentives
Long-term incentives are intended to motivate and reward executive officers for achieving long-term (three-year) business objectives that drive Company performance. The long-term incentive ~~compensation~~ program for executive officers consists of annual grants of performance share units ~~stock options~~ and restricted share units, weighted at approximately ~~50%, 30%~~60% and ~~20%~~40% of long-term target value, respectively.
As noted above, we eliminated the use of stock options beginning in Fiscal 2017, and shifted the weight to performance share units (previously weighted at 50%) and restricted share units (previously weighted at 20%).
The Compensation Committee believes the new mix of equity provides an appropriate balance between risk and potential reward by tying realizable compensation directly to pre-established performance goals and future increases in stock price, provides alignment with shareholder interests, and serves as an effective retention tool for ~~superior performers.~~executive talent. In administering the long-term incentive program, the Compensation Committee considers data from the executive compensation survey previously discussed, ~~(which utilizes FASB Accounting Standards Codification (“ASC”) Topic 718 values for equity),~~ and the recommendations of the CEO (with respect to the other executive officers), to establish the targeted ~~equity awards (value and number of shares)~~long-term incentive award values for each executive officer.
·

● Performance share units are used to focus executive officers on the achievement of three-year corporate financial performance goals established by the Compensation Committee. The use of corporate performance measures aligns executive officers with the overall success of the Company and the strategic plan approved by the Board of Directors. At the end of the performance cycle, a payout factor is calculated based on actual results against threshold, target and outstanding performance levels, resulting in a payout from 0% to 150% of the targeted number of performance shares for cycle. There is no payout in shares if performance is below the threshold level. For the Fiscal 2013-15 performance cycle, stake-in-the-ground fiscal 2015 EPS and three-year cumulative FCF were the performance measures, weighted at 60% and 40%, respectively. These are the same performance measures and weights used for the Fiscal 2015-17 performance cycle. These performance measures are meaningful measures of our financial health, drivers of shareholder value, and the focus of the long-term investors the Company wishes to attract.
~~For the Fiscal 2013-15 performance cycle, EPS achievement was below threshold at 81.4% of target, and FCF achievement was 100.8% of target, resulting in a payout of 41.7%~~ of the targeted number of performance share units for cycle. There is no payout in shares if performance is below the threshold level. Performance share units vest 50% at the end of the performance cycle and 50% the following April 30^th, except in limited circumstances involving performance shares for ~~this~~completed performance ~~cycle.~~cycles upon executive retirement, death or permanent disability.  For participants of the Executive Long-Term Incentive Plan, dividend equivalents are paid on earned shares over the additional vesting period following the end of the performance cycle.
35  Beginning with the Fiscal 2018 grants, earned performance share units will vest 100% following the end of the performance cycle, once financial achievement levels have been approved by the Compensation Committee.

Financial Objective FY2013-15
Threshold
Performance
Level FY2013-15
Target
Amount FY2013-15 Outstanding Performance
Level FY2013-15
Results

EPS 90% $4.20 110% $3.42
Normalized FCF ($000s) 90% $845,000 110% $851,998
~~Note:~~ Financial results used for long-term incentive payment purposes were adjusted to be on a constant currency basis using budgeted foreign exchange rates and for certain items and events as permitted by the shareholder-approved 2009 Key Employee Stock Plan. These exclusions ensure that executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. For the Fiscal 2013-15 cycle, the principal exclusions were a disputed income tax deposit paid to the German tax authorities and restructuring and reorganization charges. Free cash flow is defined by the Company as cash from operating activities less cash used for investing activities excluding acquisitions.
~~Following~~For the Fiscal 2015-17 performance cycle, fiscal 2017 EPS and three-year cumulative FCF were the performance measures, weighted at 60% and 40%, respectively. As noted previously, for the Fiscal 2017-19 performance cycle, cumulative EBITDA and cumulative FCF are the performance measures used, with a weight of 60% and 40%, respectively. These performance measures maintain focus on simple, critical, long-term value drivers.
For the Fiscal ~~2013-15~~2015-17 performance cycle, EPS achievement was below threshold at 87.5% of target, and FCF achievement was also below threshold at 83.9% of target.  As a result, there was no  payout to the NEOs for this performance cycle.

Financial Objective Fiscal 2015-17
Threshold
Performance
Level Fiscal 2015-17
Target Amount Fiscal 2015-17
Outstanding
Performance
Level Fiscal 2015-17
Results
EPS 90% $4.09 110% $3.58
Normalized FCF ($000s) 90% $930,000 110% $780,300
Note: Financial results used for long-term incentive payment purposes were adjusted to be on a constant currency basis using budgeted foreign exchange rates and for certain items and events as permitted by the shareholder-approved 2014 Key Employee Stock Plan. These exclusions ensure that executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. For the Fiscal 2015-17 cycle the principal exclusions were dilution from acquisitions; additional ERP development and headquarters renovation costs versus the original Plan; expenses and cash payments related to restructuring actions; additional retirement plan payments and tax payments. Free cash flow is defined by the Company as cash from operating activities less cash used for investing activities excluding acquisitions.
The following table shows the Fiscal 2015-17 target performance shares ~~earned~~ for the NEOs, ~~as a percentage of target:~~noting that none were earned:
Named Executive Officer Target Performance
Shares for the
Fiscal 2015-17
Cycle Earned
Performance
Shares for the
Fiscal 2015-17 Cycle Total Payout
as a % of Target
Mark J. Allin 4,000 0 0%
John A. Kritzmacher 8,700 0 0%
Gary Rinck 4,200 0 0%
John W. Semel 2,000 0 0%
Jeffrey L. Sugerman 1,300 0 0%

Named Executive Officer Target
Performance
Shares for the
FY2013-15 Cycle Earned
Performance
Shares for the
FY2013-15 Cycle Total Payout
as a % of Target

Stephen M. Smith 20,000 8,340 41.7 %
Mark J. Allin 4,500 1,877 41.7 %
Gary Rinck 6,000 2,502 41.7 %
Joseph S. Heider 4,000 1,668 41.7 %
John W. Semel 2,100 876 41.7 %
Steven J. Miron 4,736 1,975 41.7 %
~~Mr. Kritzmacher is not included in the table above since he was not a participant for this performance cycle given his hire date.~~
The NEOs’ target performance shares for the Fiscal ~~2015-17~~2017-19 performance cycle are included in the Grants of Plan-Based Awards Table on page ~~40. Mr. Miron’s target~~42.
● Restricted share units facilitate stock ownership, expediting achievement of the stock ownership multiple, and ~~earned~~provide an additional retention mechanism. Dividend equivalents are paid on restricted share units until the shares ~~for this performance cycle are prorated, reflecting his separation from service~~vest. Restricted share units vest 25% per year, on ~~November~~April 30 ~~2014.~~
· ~~Stock options~~are used to align the interests of management with those of the Company’s shareholders. The Compensation Committee believes that because value is realized only if the Company’s stock price rises, that stock options are performance-based compensation.^th.
· ~~Restricted share units,~~ a regular part of the equity mix beginning with the Fiscal 2014 grants, will facilitate stock ownership, expediting achievement of the stock ownership multiple, and will provide an additional retention mechanism. Dividend equivalents are paid on restricted share units until the shares vest.
~~Equity award grants~~

Stock-based awards are made using a ten-day trailing average stock price from the date five business days after the release of the Company’s year-end earnings. ~~Equity~~
One-Time Supplemental
Long-Term Incentives Periodically, one-time supplemental long-term incentives are used in situations where specific focus on a multi-year initiative is required. These performance-based awards ~~vest~~have specific, measurable objectives, and are typically paid on a continuum between a 50% ~~after years four~~threshold performance level and ~~five, except~~a 150% outstanding performance level. There is sometimes a service-based component.
In Fiscal 2016, Messrs. Kritzmacher and Sugerman were granted one-time supplemental long-term incentives, payable in ~~limited circumstances involving~~cash based on performance at the end of Fiscal 2017. Both awards also include a service component. Mr. Kritzmacher’s $500,000 long-term cash incentive was paid at the targeted level based on achievement of technology-related milestones, and tenure through the end of Fiscal 2017. Mr. Sugerman’s $900,000 long-term cash incentive was paid at 76.5% of target, or $688,800 based on the level of achievement of long-term revenue and CTP goals for the Talent Solutions and Education Services business, and tenure through the end of Fiscal 2017.
Mr. Sugerman was granted a supplemental share-based award in Fiscal 2017 which was paid at 101.5% of target, or 2436 shares based on the achievement of Fiscal 2017 revenue and contribution to profit goals for ~~completed performance cycles upon executive retirement, death or permanent disability.~~the Talent Solutions business.
Stock Ownership
Guidelines
The Compensation Committee believes that the ultimate goal of the long-term incentive program is to align the interests of Company stockholders and management. To reinforce this principle, the Compensation Committee established stock ownership guidelines for all executive officers participating in the long-term incentive program. The ownership guideline for the CEO is six times base salary. The ownership guideline for the other executive officers is two and one-half times base salary. Shares counted toward the ownership guidelines consist of:
·
● Shares owned outright
·
● Half of the performance share units earned (i.e.where the performance cycle has been completed), but not yet vested. (Assumes half will be surrendered to pay taxes.)
·
● Half of time-based restricted shares / restricted share units granted. (Assumes half will be surrendered to pay taxes.)
36

Mr. Rinck has exceeded his targeted shareholdings.
Messrs. ~~Smith, Rinck~~Allin, Kritzmacher, Semel and ~~Heider have exceeded their targeted shareholdings. Messrs. Kritzmacher and Allin are~~Sugerman were relatively new to their roles in Fiscal 2017 and ~~are making~~mad progress toward meeting their ownership targets.
For all equity grants awarded during and after June 2011, there is a stock retention requirement for our executive officers, including the NEOs, that requires retention of 50% of the net shares acquired upon the exercise of stock options or the vesting of performance share units and restricted shares/share units until the executive satisfies the stock ownership salary multiple.
Clawback Provision
To ensure that our compensation program does not encourage excessive risk taking the Company has a clawback provision in both the annual and long-term incentive plans covering the top 450 employees in the Company. The clawback provision allows the Company to recoup incentive payments to covered incentive participants in the event that the Company restates its financial results because of fraud, gross negligence or intentional misconduct on the part of one or more employees and/or because of material non-compliance with securities laws.
Hedging ~~Prohibited~~Prohibition
As part of an Insider Trading Policy, the Company strictly prohibits any type of hedging activity, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and/or exchange funds.
Retirement and Post-Employment Benefits
All NEOs are eligible to participate in the Company’s qualified savings and retirement plans, as described further starting on page ~~44.~~46. However, because US and UK tax rules governing qualified retirement plans place significant limitations on the benefits that can be paid to executives, the Company has adopted four non-qualified ~~deferred compensation~~retirement plans to supplement qualified retirement benefits.
·

● Nonqualified Supplemental Benefit Plan (the “Excess Plan”).The Excess Plan was adopted by the Board of Directors to restore benefits that cannot be provided under the Employees’ Retirement Plan of John Wiley & Sons, Inc. (“US Retirement Plan”) due to limitations imposed by the Internal Revenue Code. Participation in and accruals under the Excess Plan were frozen as of June 30, 2013.
·
● Supplemental Executive Retirement Plan (the “SERP”).Participation in and accruals under the SERP were frozen as of June 30, 2013. The SERP is more fully described on page 45.
· ~~Deferred Compensation Plan~~~~(the “DCP”)~~.The Deferred Compensation Plan was adopted by the Board of Directors to provide the opportunity to defer compensation for those executives who are not able to take full advantage of the Company’s qualified Savings Plan because of tax rules limiting contributions. In conjunction with the freeze of the US defined benefit plans, the Board approved amending the DCP to provide for Company contributions mirroring those made under the Savings Plan.
·
●
Deferred Compensation Plan (the “DCP”).The Deferred Compensation Plan was adopted by the Board of Directors to provide the opportunity to defer compensation for those executives who are not able to take full advantage of the Company’s qualified Savings Plan because of tax rules limiting contributions. In conjunction with the freeze of the US defined benefit plans, the Board approved amending the DCP to provide for Company contributions mirroring those made under the Savings Plan.
● UK Unapproved Supplemental Plan (the “UK Non-Qualified Plan”).The UK Non-Qualified Plan was adopted by the Board of Directors to restore benefits for selected individuals that cannot be provided under the UK Qualified Plan due to limitations imposed by Her Majesty’s Revenue & Customs. Participation in and service-related accruals under the UK Non-Qualified Plan were frozen as of April 30, 2015.
As noted above, the Company ceased accruals and froze participation in the US defined benefit retirement plans, including the US Retirement Plan, the Excess Plan, and the SERP, effective June 30, 2013. At the same time, the Company enhanced its Defined Contribution Savings Plan (401(k)) and the DCP. Service-related accruals under the UK Qualified Plan and the UK Non-Qualified Plan were frozen as of April 30, 2015, and colleagues previously accruing benefits under the UK Qualified Plan became covered by the UK Group Personal Pension Plan (GPPP), a UK tax-qualified defined contribution arrangement.
37

Health and
Welfare Benefits
The Company provides or makes available a number of health and welfare benefits, such as medical, dental, vision, life, accident and long-term disability insurance to all US-based employees, including the NEOs. These ~~benefits are~~ competitive ~~with those provided by other companies in the publishing / media and general industries and~~benefits are provided primarily for the well-being of Wiley employees, and at the same time enhance Wiley’s attractiveness as an employer of choice.
Perquisites and
Other Benefits
The Company provides limited perquisites and other personal benefits to the NEOs, of which the incremental cost to the Company in the aggregate is generally in the range of $10,000 to ~~$18,000~~$19,000 annually. These taxable benefits are provided primarily for the financial security and productivity of executives, which allows greater focus on Wiley business activities. These limited perquisites primarily consist of financial planning and tax preparation, an allowance for business and health club memberships, parking in the headquarters building (where appropriate). In
During Fiscal ~~2012, we eliminated tax “gross-ups” for perquisites provided to our executive officers. Any taxes on perquisites are now paid by the executives.~~2017, Mr. Allin ~~whose previous position had required spending~~received a ~~significant amount~~taxable allowance of ~~time~~$10,000 per month for relocation, dual living expenses and family travel, as his family remained in the UK. In addition, since Mr. Allin traveled extensively and has tax obligations in both the UK and US, ~~had been allowed~~ the ~~use~~Company provides tax consultation and preparation assistance from PricewaterhouseCoopers. During Fiscal 2017, these charges amounted to $66,103. During Fiscal 2017, Mr. Sugerman received a taxable allowance of a Company-leased apartment in the US. This accommodation was provided in lieu of hotel expenses while conducting Company business. The apartment was available to other Company employees throughout the year.$12,500 per month for relocation, dual housing and living expenses.
Post-Employment
Benefits
Depending on the circumstances of their termination, the NEOs are eligible to receive severance benefits in the form of base salary as a lump-sum payment, annual incentive, healthcare benefits and accelerated vesting of equity as determined by the provisions in their employment agreements or the Executive Severance Plan, which are discussed in detail starting on page ~~51.~~47. Under a dismissal without cause or constructive discharge following a change of control, the Company provides these severance benefits because it serves the best interest of the Company and its shareholders to have executives focus on the business merits of mergers and acquisitions without undue concern for their personal financial outcome. In the case of a without cause termination or constructive discharge absent a change in control, the Company believes it is appropriate to provide severance for a limited period to bridge executives to new employment, particularly in view of our non-compete ~~agreements which require that for twelve months following termination the executive will not compete with the Company or solicit customers or employees.~~and non-solicitation covenants.
As part of his separation from service, Mr. Miron received severance equal to twenty-four months’ base salary, payable in a lump-sum; benefits coverage for a two-year period; prorated incentive payment under the Fiscal 2015 annual incentive plan, based on actual financial performance; vesting of all earned but unvested performance shares; continued vesting of stock options and restricted share units for three years following his separation date; continued prorated participation in all active long-term performance cycles, with payment in shares following the end of the cycles; and financial planning and tax preparation services for six months.

Tax Deductibility of Compensation
Ordinarily it is in the best interest of the Company to retain flexibility in its compensation programs to enable it to appropriately reward, retain and attract executive talent necessary to further the Company’s success. To the extent such goals can be met with compensation that is designed to be deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), such as the ~~2009~~2014 Key Employee Stock Plan and the Executive Annual Incentive Plan, each approved by the ~~shareholders in September 2009, and the successor Plans, approved by~~ shareholders in September 2014, such compensation plans will be used. However, the Compensation Committee recognizes that in appropriate circumstances, compensation that is not deductible under the Code may be paid at the Compensation Committee’s discretion.
38
The rules and regulations promulgated under Code Section 162(m) are complex and subject to change from time to time, sometimes with retroactive effect. There can be no guarantee, therefore, that amounts potentially subject to the Code Section 162(m) limitations will be treated by the Internal Revenue Service as “qualified performance-based compensation” under Code Section 162(m) and/or deductible by the Company.
Closing Statement
The executive compensation program discussed herein is based on our beliefs that:
●     The quality of our leadership is among the most important determinants of the Company’s success;
●     Our ability to attract and retain industry leaders who will ensure our success requires a competitive, performance-based compensation program;
●     Our shareholders are best served by providing our executive officers with appropriate financial rewards directly linked to the long-term success of the Company; and
●     Our executive officers must share in the risks as well as the rewards of achieving the Company’s challenging performance goals.
· ~~The quality of our leadership is among the most important determinants of the Company’s success;~~
· ~~Our ability to attract and retain industry leaders who will ensure our success requires a competitive, performance-based compensation program;~~
· ~~Our shareholders are best served by providing our executive officers with appropriate financial rewards directly linked to the long-term success of the Company; and~~
· ~~Our executive officers must share in the risks as well as the rewards of achieving the Company’s challenging performance goals.~~
We believe that the Company’s executive compensation program meets the goals and objectives discussed above.
~~Summary Compensation Table:~~
Name
[a] Year
[b] Salary
($)
[c] Bonus
($)
[d] Stock
Awards
($)
[e] Option
Awards
($)
[f] Non-
Equity
Incentive
Plan
Compen-
sation
($)
[g] Change in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
[h] All
Other
Compen-
sation
($)
[i] SEC
Total
($)
[j]
Stephen M. Smith 2015 912,500 1,492,500 640,900 1,137,304 498,877 164,882 4,846,963
2014 869,167 1,403,315 607,800 1,434,956 714,201 138,721 5,168,159
2013 833,333 961,200 1,229,000 752,724 1,441,655 132,083 5,349,996
Mark J. Allin 2015 472,870 334,320 167,620 309,836 332,866 140,450 1,757,962
2014 421,623 320,193 132,703 388,137 (106,894) 95,232 1,250,994
2013 399,253 216,270 320,769 310,748 651,647 226,671 2,125,359
John A. Kritzmacher 2015 616,667 728,340 311,100 593,712 1,312 78,447 2,329,577
2014 525,000 913,425 607,800 667,710 100 36,150 2,750,185
Gary Rinck 2015 531,667 352,230 149,600 359,319 503,614 51,300 1,947,730
2014 512,500 347,864 144,859 477,598 320,715 38,149 1,841,685
2013 497,500 288,360 307,250 280,031 358,896 18,327 1,750,364
Joseph S. Heider 2015 386,667 286,560 122,400 265,255 393,203 56,090 1,510,174
John W. Semel 2015 394,625 167,160 71,400 281,204 38,682 36,040 989,111
Steven J. Miron 2015 306,667 417,900 178,500 236,380 544,129 1,114,297 2,797,873
2014 512,500 383,441 160,054 528,329 (194,949) 32,535 1,421,910
2013 495,833 264,330 337,975 352,183 778,754 25,376 2,254,451
^(c): The 2013 base salary reported in this column for Mr. Allin has been converted to US dollars using the Fiscal 2013 average exchange rate of £1=US$1.5760. The 2014 base salary reported in this column for Mr. Allin has been converted to US dollars using the Fiscal 2014 average exchange rate of £1=US$1.6011. The 2015 base salary reported in this column for Mr. Allin has been converted to US dollars using the Fiscal 2015 average exchange rate of £1=US$1.5997. The 2014 base salary reported in this column for Mr. Kritzmacher reflects his period of employment during this fiscal year.
^(e): The amounts reported in this column consist of performance share units and, for fiscal years 2014 and 2015, restricted share units granted under the Company’s 2009 and 2014 Key Employee Stock Plans. The amounts noted for the performance share units represent the value at the grant date based on the probable outcome of the performance conditions under the awards. Maximum value payouts of the performance share units are 150% of target, and will only occur if the Company reaches preset “outstanding” performance benchmarks. To calculate the fair value of the awards, the market price on the date of grant is used in accordance with the FASB ASC Topic 718, Stock Compensation. Refer to Notes 2 and 18 in the Notes to the Consolidated Financial Statements in the Company’s 2015 Annual Report on Form 10-K for the assumptions used in determining FAS ASC Topic 718, Stock Compensation values.
Summary
Compensation Table: Name
[a] Year
[b] Salary
($)
[c] Bonus
($)
[d] Stock
Awards
($)
[e] Option
Awards
($)
[f] Non-Equity Incentive Plan Compensation
($)
[g] Change in Pension
Value and Nonqualified Deferred Compensation Earnings
($)
[h] All Other
Compensation
($)
[i] Total
($)
[j]
Mark J. Allin 2017 775,000 1,919,512 0 1,053,234 507,177 270,023 4,524,947
2016 737,500 2,283,832 498,845 875,119 108,462 202,305 4,706,063
2015 472,870 334,320 167,620 309,836 332,866 140,450 1,757,962
John A. Kritzmacher 2017 662,500 1,174,941 0 1,331,416 7,498 91,348 3,267,703
2016 645,000 745,787 319,485 701,326 1,074 79,970 2,492,641
2015 616,667 728,340 311,100 593,712 1,312 78,447 2,329,577
Gary Rinck 2017 549,167 539,493 0 453,854 462,771 61,044 2,066,328
2016 543,333 352,737 151,040 423,363 199,047 54,549 1,724,069
2015 531,667 352,230 149,600 359,319 503,614 51,300 1,947,730
John W. Semel 2017 454,167 479,776 0 425,522 1,354 37,872 1,398,691
2016 450,000 307,945 132,013 396,175 24,522 34,147 1,344,802
2015 394,625 167,160 71,400 281,204 38,682 36,040 989,111
Jeffrey Sugerman 2017 379,167 383,854 0 995,941 897 179,351 1,939,210
2016 375,000 179,728 76,995 288,914 (1,839) 181,831 1,100,629
40
^(f): ~~The amounts reported in this column consist of stock options~~
^(e):The amounts reported in this column consist of performance share units and restricted share units granted under the Company’s ~~2009 and~~ 2014 Key Employee Stock Plans. The amounts noted for the performance share units represent the value at the grant date based on the probable outcome of the performance conditions under the awards. Maximum value payouts of the performance share units are 150% of target, and will only occur if the Company reaches preset “outstanding” performance benchmarks. To calculate the fair value of the awards, the market price on the date of grant is used in accordance with the FASB ASC Topic 718, Stock Compensation. Refer to Notes 2 and 16 in the Notes to the Consolidated Financial Statements in the Company’s 2017 Annual Report on Form 10-K for the assumptions used in determining FAS ASC Topic 718, Stock Compensation values.
^(f):The amounts reported in this column consist of stock options granted under the Company’s 2014 Key Employee Stock Plans. Beginning in Fiscal 2017, the company has stopped awarding stock options. The assumptions used to calculate the stock option award values for Fiscal 2015 and 2016 are in accordance with FASB ASC Topic 718, Stock Compensation. Refer to ~~Notes 2 and 18 in~~ the Notes to the Consolidated Financial Statements in the Company’s 2015 and 2016 Annual Report on Form 10-K for the assumptions used in determining FASB ASC Topic 718, Stock Compensation values. The amounts listed do not necessarily reflect the level of compensation that may be realized by our named executive officers.
^(g):The total annual incentive for Fiscal 2017 was earned based on the achievement of pre-established corporate and, in the case of Mr. Sugerman, business financial measures—including revenue, EPS and business CTP—approved by the Compensation Committee, as well as the achievement of strategic objectives that are designed to drive improved performance for the Company. Mr. Kritzmacher and Mr. Sugerman also received payment for their supplemental long-term cash incentives. Mr. Kritzmacher’s payment was based on achievement of an agreed set of technology-related milestones and continued service through the two-year period. Mr. Sugerman’s long-term cash incentive was payable based on achievement of long-term revenue and CTP goals for the Talent Solutions and Education Services business, and continued service through the two-year period.
^(h):The change in pension value is mostly attributable to the net effects of changing the discount rates, decrease in the discount period, revising the mortality table, and updating the UK exchange rates for UK pension benefits. Change in pension values for Messrs. Allin, Rinck, Semel and Sugerman are $506,110, $111,169, $1,133 and $768 respectively.
Nonqualified deferred compensation earnings represents the market fluctuation on account balances based on the investment funds for Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman are $1,067, $7,498, $351,602, $221 and $129 respectively.

Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using a British £ to US $ conversion factor of 1.4542 and 1.28086, for benefits as of April 30, 2016 and April 30, 2017, respectively. Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using UK disclosure assumptions as of April 30, 2016 and April 30, 2017, as applicable. The change in pension value reflects the US Qualified, Excess and SERP benefits frozen as of June 30, 2013. Note the following:
●      Mr. Allin continued to accrue UK pension benefits through April 30, 2015.
●      Additional US pension accruals ceased as of the US plans’ freeze.
●      The change in pension value is mostly attributable to the net effects of changing the discount rates, decrease in the discount period, revising the mortality table, and updating the UK exchange rates for UK pension benefits.
^(i):All Other Compensation consists of the following in Fiscal 2017:
●      Employer contributions to the Company 401(k) plan and Deferred Compensation Plan for Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman, are valued at $71,330, $58,878, $42,697, $37,415 and $29,352 respectively.
●      Perquisites (financial planning, health club membership fees, parking benefits) for Messrs. Allin, Kritzmacher and Rinck, valued at $12,590, $18,470 and $18,347, respectively.
●      Mr. Allin was a UK-based executive who traveled extensively to the US on Company business, and relocated to the US in June 2015. He has tax obligations and other filing requirements in both the UK and the US. The Company has agreed to cover tax preparation and filing assistance in the UK and the US, and completion of other filing obligations in the UK and the US for Mr. Allin through PricewaterhouseCoopers (PwC), amounting to $66,103 in Fiscal 2017, and included as “other compensation.”
●      The Compensation Committee agreed to provide Mr. Allin with an allowance of $10,000 per month to be reviewed annually and used to cover dual UK and US living expenses, and personal travel for himself and his family between the UK and the US, since part of his family continues to reside in the UK.
●      The Compensation Committee agreed to provide Mr. Sugerman with an allowance of $12,500 per month to cover relocation, dual housing and living expenses.
●      The following NEO’s requested and received a cash donation from the Company to organizations pursuant to the Company’s Matching Gift Program: Mr. Kritzmacher - $14,000 and Mr. Semel - $460.
41

Grants of Plan-Based
Awards During
Fiscal 2017: All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
[i] All Other Option
Awards: Number of Securities Underlying Options
(#)
[j] Exercise or Base Price of Option Awards
($/Sh)
[k] Grant Date Fair Value of Stock and Option Awards
($)
[l]

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards Estimated Future Payouts
Under Equity Incentive
Plan Awards
Threshold ($)
[c] Target
($)
[d] Maximum
($)
[e] Threshold
(#)
[f] Target
(#)
[g] Maximum
(#)
[h]
Mark J. Allin 6/22/2016 468,000 936,000 1,404,000
6/22/2016 11,283 22,565 33,848 1,151,718
6/22/2016 15,043 767,795
John A. Kritzmacher 6/22/2016 332,500 665,000 997,500
6/22/2016 6,905 13,810 20,715 704,862
6/22/2016 9,210 470,078
Gary Rinck 6/22/2016 206,250 412,500 618,750
6/22/2016 3,170 6,340 9,510 323,594
6/22/2016 4,230 215,899
John W. Semel 6/22/2016 193,375 386,750 580,125
6/22/2016 2,820 5,640 8,460 287,866
6/22/2016 3,760 191,910
Jeffrey L. Sugerman 6/22/2016 142,500 285,000 427,500
6/22/2016 1,565 3,130 4,695 159,755
6/22/2016 2,080 106,163
9/21/2016 1,200 2,400 3,600 117,936

39
^(g): The total annual incentive for Fiscal 2015 was earned based on the achievement of pre-established corporate and, in the case of Messrs. Allin, Heider and Miron, business financial measures—including revenue, profit and cash flow—approved by the Compensation Committee, as well as the achievement of strategic objectives that are designed to drive improved performance for the Company in the current and future fiscal years.~~Mr. Miron’s total annual incentive for Fiscal 2015 is prorated, reflecting his separation from service on November 30, 2014.~~
^(h): Messrs. Smith and Allin’s Present Value of Accumulated Benefits from the UK Qualified and UK Non-Qualified Plans were calculated using a British £ to US $ conversion factor of 1.6811 and 1.5181, for benefits as of April 30, 2014 and April 30, 2015, respectively. Messrs. Smith and Allin’s Present Value of Accumulated Benefits from the UK Qualified and UK Non-Qualified Plans were calculated using UK disclosure assumptions as of April 30, 2014 and April 30, 2015, as applicable. The change in pension value reflects the US Qualified, Excess and SERP benefits frozen as of June 30, 2013. Note the following:
· ~~Mr. Allin continued to accrue UK pension benefits through April 30, 2015.~~
· ~~Additional US pension accruals ceased as of the US plans' freeze.~~
· The change in pension value is mostly attributable to the net effects of changing the discount rates, decrease in the discount period, revising the mortality table, updating the UK exchange rates for UK pension benefits, the growth in included earnings (note the exception for Mr. Allin, as described below).
^(i): ~~All Other Compensation consists of the following in Fiscal 2015:~~
· Employer contributions to the Company 401(k) plan and Deferred Compensation Plan for Messrs. Smith, Kritzmacher, Rinck, Heider, Semel and Miron, are valued at $109,669, $61,047, $47,400, $38,690, $36,040 and $40,797 respectively.
· Perquisites (financial planning, health club membership fees, parking benefits) for Messrs. Smith, Allin, Kritzmacher, Rinck, Heider and Miron, valued at $12,000, $12,000, $17,4000, $3,900, $17,400 and $13,500, respectively.
· The Compensation Committee agreed to provide Mr. Smith with an allowance to be reviewed annually and used to cover personal travel for himself and his family between the UK and the US, since part of his family resides in the UK. In Fiscal 2015, these travel expenses amounted to $65,000.
· Mr. Smith continues to have tax obligations in the UK, and the Company has agreed to cover personal tax preparation and filing, and completion of other filing obligations in the UK and the US, amounting to $43,213 in Fiscal 2015, and included as “other compensation.”
· Mr. Allin was a UK-based executive who traveled extensively to the US, and has tax obligations in both the UK and the US. The Company has agreed to cover tax preparation and filing assistance in the UK and the US, and completion of other filing obligations in the UK and the US for Mr. Allin through PricewaterhouseCoopers (PwC), amounting to $55,252 in Fiscal 2015, and included as “other compensation.”
· Mr. Allin, while based in the UK, had received an annual car allowance equal to £8,250 per annum. That amount has been converted to $13,209 using the Fiscal 2015 average exchange rate of £1=US$1.5997.
· The Compensation Committee agreed to provide Mr. Allin with an allowance of $20,000 per month to be reviewed annually and used to cover dual UK and US living expenses, and personal travel for himself and his family between the UK and the US, since part of his family continues to reside in the UK.
· ~~Severance for Mr. Miron of $1,060,000, equivalent to two years of his base salary at termination of $530,000, consistent with his employment agreement.~~
~~Grants of Plan-Based Awards Table:~~
Name
[a]
Grant
Date
[b]
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other
Stock Awards:
Number of
Shares of
Stock or
Units
(#)
[i]
All Other
Option Awards:
Number of
Securities
Underlying
Options
(#)
[j]
Exercise
or Base
Price of
Option
Awards
($/Sh)
[k]
Grant Date
Fair Value
of Stock
and Option
Awards
($)
[l]
Threshold
($)
[c]
Target
($)
[d]
Maximum
($)
[e]
Threshold
(#)
[f]
Target
(#)
[g]
Maximum
(#)
[h]
Stephen M. Smith 6/18/14 644,000 1,288,000 1,932,000
6/24/14 8,950 17,900 26,850 59.70 1,068,630
6/24/14 7,100 59.70 423,870
6/24/14 37,700 59.70 640,900
Mark J. Allin 6/18/14 208,961 417,922 626,882
6/24/14 2,000 4,000 6,000 59.70 238,800
6/24/14 1,600 59.70 95,520
6/24/14 9,860 59.70 167,620
John A. Kritzmacher 6/18/14 294,500 589,000 883,500
6/24/14 4,350 8,700 13,050 59.70 519,390
6/24/14 3,500 59.70 208,950
6/24/14 18,300 59.70 311,100

40
Name
[a]
Grant
Date
[b]
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other
Stock Awards:
Number of
Shares of
Stock or
Units
(#)
[i]
All Other
Option Awards:
Number of
Securities
Underlying
Options
(#)
[j]
Exercise
or Base
Price of
Option
Awards
($/Sh)
[k]
Grant Date
Fair Value
of Stock
and Option
Awards
($)
[l]
Threshold
($)
[c]
Target
($)
[d]
Maximum
($)
[e]
Threshold
(#)
[f]
Target
(#)
[g]
Maximum
(#)
[h]
Gary Rinck 6/18/14 200,625 401,250 601,875
6/24/14 2,100 4,200 6,300 59.70 250,740
6/24/14 1,700 59.70 101,490
6/24/14 8,800 59.70 149,600
Joseph S. Heider 6/18/14 185,250 370,500 555,750
6/24/14 1,700 3,400 5,100 59.70 202,980
6/24/14 1,400 59.70 83,580
6/24/14 7,200 59.70 122,400
John W. Semel 6/18/14 148,707 297,413 446,120
6/24/14 1,000 2,000 3,000 59.70 119,400
6/24/14 800 59.70 47,760
6/24/14 4,200 59.70 71,400
Steven J. Miron 6/18/14 251,750 503,500 755,250
6/24/14 2,500 5,000 7,500 59.70 298,500
6/24/14 2,000 59.70 119,400
6/24/14 10,500 59.70 178,500
^{(c) to (e):}Represents the annual incentives for Fiscal ~~2015~~2017 that are based on achievement of financial goals and strategic objectives. ~~Financial~~For the annual incentives, financial performance measures and relative weighting of each performance measure, as well as the threshold, target and outstanding levels of performance, are set at the beginning of the fiscal year. Revenue, ~~profit~~EPS and ~~cash flow~~business CTP were the financial performance measures used for Fiscal ~~2015.~~2017. Strategic objectives are designed to drive improved performance for the Company in the current and future fiscal years. Actual annual incentive payouts for Fiscal ~~2015~~2017 are indicated in column (g) of the Summary Compensation Table. ~~Mr. Miron’s Fiscal 2015 target incentive was subsequently prorated to $293,708, reflecting his November 30, 2014 separation from service.~~
^{(f) to (h):}Represents the performance share unit awards granted for the Fiscal ~~2015-17~~2017-19 performance cycle pursuant to the ~~2009~~2014 Key Employee Stock Plan. In Fiscal ~~2015~~2017 executives received ~~approximately 50%~~60% of their targeted long-term incentive (excluding one-time awards) in the form of performance share units. Financial performance measures and relative weighting of each performance measure, as well as the threshold, target and outstanding levels of performance are set at the beginning of the three-year plan cycle. ~~Earnings per share~~Cumulative EBITDA and cumulative free cash flow are the performance measures used for the ~~FY2015-17~~Fiscal 2017-19 performance cycle, weighted at 60% and 40%, respectively. No long-term incentive is payable unless the threshold performance level is reached for one of the performance measures. The performance share units, if earned, vest 50% on ~~April~~June 30, ~~2018~~2019 and the remaining 50% on April 30, ~~2019.~~2020. Dividends are not paid during the performance period, but dividend equivalents are paid on earned shares following the performance cycle and before vesting. In the case of Mr. Sugerman, a supplemental performance award was granted and was paid out in June 2017 based on achievement of annual revenue and contribution to profit goals for the Solutions business.
^(i): Restricted share unit awards are granted on an annual basis, pursuant to the 2009 Key Employee Stock Plan. Shares vest 50% on April 30 the fourth year after grant and 50% on April 30 the fifth year after grant. In Fiscal 2015 executives received approximately 20%
^(i):Represents the restricted share unit awards granted for Fiscal 2017, pursuant to the 2014 Key Employee Stock Plan. Restricted share units vest 25% per year over four years, on April 30. In Fiscal 2017 executives received 40% of their targeted long-term incentive (excluding one-time awards) in the form of restricted share units. Dividend equivalents are paid on restricted share units until the shares vest.
^(j):Option grants are no longer awarded.
^(l):The grant date fair value of the performance share units and restricted share units is computed in accordance with FASB ASC Topic 718, Stock Compensation. The grant date fair value of the performance share unit and restricted share unit awards is based on a $51.04stock price. The fair value disclosed in this column for the performance share units represents the total fair value of those awards at the target level. Maximum value payouts are 150% of target, and will only occur if the Company reaches preset “outstanding” performance benchmarks. Refer to Notes 2 and 16 in the Notes to the Consolidated Financial Statements in the Company’s 2017 Annual Report on Form 10-K for the assumptions made in determining FASB ASC Topic 718, Stock Compensation values.
^(j): Option grants are awarded on an annual basis, pursuant to the 2009 Key Employee Stock Plan. Options have terms of ten years and vest 50% on April 30 the fourth year after grant and 50% on April 30 the fifth year after grant. All employees’ stock options have exercise prices that are equal to the grant date closing market price of Class A Stock. In Fiscal 2015 executives received approximately 30% of their targeted long-term incentive in the form of stock options.
^(k): ~~The closing stock price on June 24, 2014. The exercise price of all stock options may not be less than 100% of the fair market value of the stock on the date of grant.~~
^(l): The grant date fair value of the performance share units and stock options is computed in accordance with FASB ASC Topic 718, Stock Compensation. The grant date fair value of the performance share unit and restricted share unit awards is based on a $59.70 stock price. The fair value disclosed in this column for the performance share units represents the total fair value of those awards at the target level. Maximum value payouts are 150% of target, and will only occur if the Company reaches preset “outstanding” performance benchmarks. The grant date fair value of stock option awards is based on a $17.00 Black-Scholes value. Refer to Notes 2 and 18 in the Notes to the Consolidated Financial Statements in the Company’s 2015 Annual Report on Form 10-K for the assumptions made in determining FASB ASC Topic 718, Stock Compensation values.
41
42
Outstanding Equity
Awards at Fiscal 2017
Year End: Name
[a] Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
[b] Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
[c] Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
[d] Option
Exercise
Price
($)
[e] Option
Expiration
Date
[f] Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
[g] Market
Value
of Shares
or Units
of Stock
That
Have Not
Vested
($)
[h] Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
[i] Equity
Incentive
Plan
Awards:
Market or
Payout
Value
of
Unearned
Shares,
Units
or Other
Rights
That Have
Not Vested
($)
[j]
Mark J. Allin 4,500 $47.55 6/25/2018 3,100 ⁽¹⁾ 163,370 24,850 ⁽⁶⁾ 1,309,595
7,495 $35.04 6/24/2019 1,150 ⁽¹⁾ 60,605 22,565 ⁽⁷⁾ 1,189,176
28,675 $40.02 6/23/2020 1,600 ⁽²⁾ 84,320
26,100 $49.55 6/22/2021 7,500 ⁽⁴⁾ 395,250
26,100 $48.06 6/26/2022 2,970 ⁽³⁾ 156,519
7,598 7,598 ⁽¹⁾ $39.53 6/24/2023 11,283 ⁽⁵⁾ 594,614
9,860 ⁽²⁾ $59.70 6/23/2024
16,910 16,910 ⁽³⁾ $55.99 6/23/2025
John A. Kritzmacher 30,000 30,000 ⁽¹⁾ $39.53 6/24/2023 5,345 ⁽¹⁾ 281,682 9,510 ⁽⁶⁾ 501,177
18,300 ⁽²⁾ $59.70 6/23/2024 3,500 ⁽²⁾ 184,450 13,810 ⁽⁷⁾ 727,787
10,830 10,830 ⁽³⁾ $55.99 6/23/2025 1,905 ⁽³⁾ 100,394
6,908 ⁽⁵⁾ 364,052
Gary Rinck 30,000 $47.55 6/25/2018 3,368 ⁽¹⁾ 177,494 4,500 ⁽⁶⁾ 237,150
30,000 $35.04 6/24/2019 1,250 ⁽¹⁾ 65,875 6,340 ⁽⁷⁾ 334,118
25,000 $40.02 6/23/2020 1,700 ⁽²⁾ 89,590
25,000 $49.55 6/22/2021 900 ⁽³⁾ 47,430
25,000 $48.06 6/26/2022 3,173 ⁽⁵⁾ 167,217
7,150 7,150 ⁽¹⁾ $39.53 6/24/2023
8,800 ⁽²⁾ $59.70 6/23/2024
5,120 5,120 ⁽³⁾ $55.99 6/23/2025
John W. Semel 4,100 48.06 6/26/2022 1,337 ⁽¹⁾ 70,460 3,930 ⁽⁶⁾ 207,111
2,850 2,850 ⁽¹⁾ 39.53 6/24/2023 500 ⁽¹⁾ 26.350 5,640 ⁽⁷⁾ 297,228
4,200 ⁽²⁾ 59.70 6/23/2024 800 ⁽²⁾ 42,160
4,475 4,475 ⁽³⁾ 55.99 6/23/2025 785 ⁽³⁾ 41,370
2,820 ⁽⁵⁾ 148,614

Jeffrey L. Sugerman 2,200 2,200 ⁽¹⁾ $39.53 6/24/2023 1,016 ⁽¹⁾ 53,543 2,290 ⁽⁶⁾ 120,683
2,700 ⁽²⁾ $59.70 6/23/2024 400 ⁽¹⁾ 21,080 3,130 ⁽⁷⁾ 164,951
2,610 2,610 ⁽³⁾ $55.99 6/23/2025 1,334 ⁽⁸⁾ 70,302
500 ⁽²⁾ 26,350
460 ⁽³⁾ 24,240
1,560 ⁽⁵⁾ 82,212
2,436 ⁽⁸⁾ 128,377
⁽¹⁾              Remaining 50% of award vests on April 30, 2018.

~~Outstanding Equity Awards at~~⁽²⁾              Award vests 50% on April 30, 2018 and 50% on April 30, 2019.
⁽³⁾              Remaining 50% of award vests 25% on April 30, 2018 and 25% on April 30, 2019.
⁽⁴⁾              Remaining 75% of award vests 25% on June 1, 2017, 25% on June 1, 2018 and 25% on June 1, 2019.
⁽⁵⁾             Remaining 75% of award will vest 25% on April 30, 2018, 25% on April 30, 2019 and 25% on April 30, 2020.
⁽⁶⁾             Award vests 50% on June 30, 2018 and 50% on April 30, 2019.
⁽⁷⁾             Award vests 50% on June 30, 2019 and 50% on April 30, 2020.
⁽⁸⁾              Award vested 100% on June 30, 2017.
^(e):The exercise price of all stock options may not be less than 100% of the fair market value of the stock on the date of grant.
^(f):Stock options have a term of 10 years. Stock options continue to vest and can be exercised for a period following retirement, but no later than the expiration of the option.
^(g):Includes the second half of the shares earned for the Fiscal ~~2015 Year End:~~2014-16performance cycle; the restricted share units granted in June 2013-2016; and any supplemental awards , all of which will vest as noted above.
Option Awards Stock Awards
Name
[a]

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
[b]

Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
[c]

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
[d]

Option
Exercise
Price
($)
[e]

Option
Expiration
Date
[f]

Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)
[g]

Market Value
of Shares
or Units
of Stock That
Have Not
Vested
($)
[h]

Equity
Incentive
Plan
Awards:
Number of
Unearned Shares,
Units
or Other
Rights
That Have
Not Vested
(#)
[i]

Equity
Incentive Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units
or Other
Rights
That Have
Not Vested
($)
[j]

Stephen M. Smith 28,675 $48.46 6/27/2017 4,770 (1) 271,318 25,500 (3) 1,450,440
28,675 $47.55 5/31/2018 20,000 (5) 1,137,600 17,900 (4) 1,018,152
70,000 $35.04 5/31/2018 8,340 (2) 474,379
70,000 $40.02 5/31/2018 10,000 (3) 568,800
50,000 $49.55 5/31/2018 7,100 (4) 403,848
50,000 (1) $49.55 5/31/2018
100,000 (2) $48.06 5/31/2018
60,000 (3) $39.53 5/31/2018
37,700 (7) $59.70 7/29/2018
Mark Allin 4,100 $33.05 6/21/2016 1,074 (1) 61,089 5,800 (3) 329,904
3,500 $48.46 6/27/2017 1,877 (2) 106,764 4,000 (4) 227,520
4,500 $47.55 6/25/2018 2,300 (3) 130,824
7,495 $35.04 6/24/2019 1,600 (4) 91,008
28,675 $40.02 6/23/2020
13,050 $49.55 6/22/2021
13,050 (1) $49.55 6/22/2021
26,100 (2) $48.06 6/26/2022
15,196 (3) $39.53 6/24/2023
9,860 (4) $59.70 6/23/2024
John A. Kritzmacher 60,000 (3) $39.53 6/24/2023 12,500 (6) 711,000 10,000 (3) 568,800
18,300 (4) $59.70 6/23/2024 3,500 (4) 199,080 8,700 (4) 494,856
Gary Rinck 30,000 $47.55 6/25/2018 1,431 (1) 81,395 6,300 (3) 358,344
30,000 $35.04 6/24/2019 2,502 (2) 142,314 4,200 (4) 238,896
25,000 $40.02 6/23/2020 2,500 (3) 142,200
12,500 $49.55 6/22/2021 1,700 (4) 96,696
12,500 (1) $49.55 6/22/2021
25,000 (2) $48.06 6/26/2022
14,300 (3) $39.53 6/24/2023
8,800 (4) $59.70 6/23/2024
Joseph S. Heider 4,600 $33.05 6/21/2016 954 (1) 54,264 4,800 (3) 273,024
3,700 $48.46 6/27/2017 1,668 (2) 94,876 3,400 (4) 193,392
3,800 $47.55 6/25/2018 2,000 (3) 113,760
5,800 $35.04 6/24/2019 1,400 (4) 79,632
15,000 $40.02 6/23/2020
8,750 $49.55 6/22/2021
8,750 (1) $49.55 6/22/2021
17,500 (2) $48.06 6/26/2022
11,100 (3) $39.53 6/24/2023
7,200 (4) $59.70 6/23/2024
John W. Semel 3,400 $40.02 6/23/2020 5,000 (7) 284,400 2,500 (3) 142,200
3,150 $49.55 6/22/2021 417 (1) 23,719 2,000 (4) 113,760
3,150 (1) $49.55 6/22/2021 876 (2) 49,827
8,200 (2) $48.06 6/26/2022 1,000 (3) 56,880
5,700 (3) $39.53 6/24/2023 800 (4) 45,504
4,200 (4) $59.70 6/23/2024
Steven J. Miron 12,500 $40.02 11/30/2017 1,975 (8\) 112,338 3,642 (8) 207,157
12,500 $49.55 11/30/2017 1,400 (9) 79,632 972 (11) 55,287
12,500 (1) $49.55 11/30/2017
27,500 (2) $48.06 11/30/2017
7,900 (9) $39.53 11/30/2017
⁽¹⁾ ~~Remaining 50% of award vests on April 30, 2016.~~
⁽²⁾ ~~Award vests 50% on April 30, 2016 and 50% on April 30, 2017.~~
⁽³⁾ ~~Award vests 50% on April 30, 2017 and 50% on April 30, 2018.~~
⁽⁴⁾ ~~Award vests 50% on April 30, 2018 and 50% on April 30, 2019.~~
⁽⁵⁾ ~~Award vests 50% on June 23, 2015 and 50% on June 23, 2016.~~
⁽⁶⁾ ~~Award vests 50% on June 17, 2015 and 50% on June 17, 2016.~~
⁽⁷⁾ ~~Award vests 100% on September 18, 2016.~~
⁽⁸⁾ ~~Award vests 100% on June 30, 2015.~~
⁽⁹⁾ ~~Award vests 100% on April 30, 2017.~~
⁽¹⁰⁾ ~~Award vests 100% on June 30, 2016.~~
⁽¹¹⁾ ~~Award vests 100% on June 30, 2017.~~
42
^(e): ~~The exercise price of all stock options may not be less than 100% of the fair market value of the stock on the date of grant.~~
⁽^f): ~~Stock options have a term of 10 years. Stock options continue to vest and can be exercised for three years following retirement, but no later than the expiration of the option.~~
^(g)^: Includes the second half of the shares earned for the Fiscal 2012-14 long-term cycle; all shares earned for the Fiscal 2013-15 long-term incentive cycle; the restricted share units granted in June 2013 and June 2014; and any new hire or promotion restricted stock, all of which will vest as noted above.
^{((h) and (j):}^{h) and}
^(j):
Based on the April ~~30, 2015~~28, 2017 closing market price of Class A stock of ~~$56.88.~~
^(i): Represents the target number of performance share units granted but yet-to-be earned for the Fiscal 2014-16 and Fiscal 2015-17 long-term incentive cycles. The Fiscal 2014-16 shares, if earned, will vest half on April 30, 2017 and half on April 30, 2018. The Fiscal 2015-17 shares, if earned, will vest half on April 30, 2018 and half on April 30, 2019.
~~Option Exercises and Stock Vested Table:~~$52.70.
Option Awards Stock Awards
Name
[a]
Number of Shares
Acquired on
Exercise (#) [b]
Value Realized
on Exercise ($) [c]
Number of
Shares Acquired
On Vesting (#) [d]
Value Realized
on Vesting ($) [e]
Stephen M. Smith 2,595 $59,737 8,437 $479,897
14,610 $314,846 4,770 $271,318
4,412 $125,830
18,528 $504,888
Mark J. Allin 3,292 $68,728 3,245 $184,576
1,708 $35,697 1,073 $61,032
John A. Kritzmacher — — — —
Gary Rinck 15,000 $180,600 3,894 $221,491
15,000 $188,100 1,431 $81,395
Joseph S. Heider — — 2,596 $147,660
954 $54,264
John W. Semel 1,870 $36,241 1,263 $71,839
1,530 $29,804 417 $23,719
2,849 $69,687
951 $23,519
Steven J. Miron 3,608 $97,959 3,245 $186,198
1,292 $35,091 2,385 $136,851
10,566 $228,014
1,934 $41,813
4,053 $56,945
546 $7,196
3,854 $50,642
547 $7,707
1,334 $35,484
5,666 $150,489
^(c): ~~The value realized on exercise represents the excess of the fair market value of the underlying securities purchased on the date of exercise over the exercise price contained in the option.~~
^(d): Vesting of the second half of the performance share units earned from the Fiscal 2011-13 Executive Long-Term Incentive Plan (Messrs. Smith, Allin, Rinck, Heider, and Miron ) and Business Officer Long-Term Incentive Plan (Mr. Semel), and the first half of the performance share units earned from the Fiscal 2012-14 Executive Long-Term Incentive Plan (Messrs. Smith, Allin, Rinck, Heider, and Miron ) and Business Officer Long-Term Incentive Plan (Mr. Semel), on April 30, 2015 for Messrs. Smith, Allin, Rinck, Heider and Semel, and December 15, 2014 for Mr. Miron given his separation from service on November 30, 2014.
^(e): The value realized on the vesting of restricted stock awards represents the value of stock no longer subject to a risk of forfeiture or other restrictions, obtained by multiplying the number of shares of stock released from such restrictions by the closing market price of Class A Common Stock on the dates of vesting.
~~Pension Benefits Table:~~
Name
[a]
Plan
[b]
Number of Years
Credited Service
(#)
[c]
Present Value of
Accumulated
Benefit (3)
($)
[d]
Payments During
Last Fiscal Year
($)
[e]
Stephen M. Smith Qualified Plan 11 405,061 0
Excess Plan 11 970,716 0
SERP 21 4,150,505 0
UK Qualified Plan (1) (2) 10 2,697,056 0
UK Non-Qualified Benefit (1) (2) 10 2,656,720 0
Mark J. Allin Qualified Plan N/A N/A 0
Excess Plan N/A N/A 0
SERP 13 1,138,477 0
UK Qualified Plan (1) (2) 15 1,182,752 0

43

Name
[a]
Plan
[b]
Number of Years
Credited Service
(#)
[c]
Present Value of
Accumulated
Benefit (3)
($)
[d]
Payments During
Last Fiscal Year
($)
[e]
Gary Rinck Qualified Plan 9 317,362 0
Excess Plan 9 872,728 0
SERP 9 2,911,765 0
Joseph Heider Qualified Plan 20 460,289 0
Excess Plan 20 314,072 0
SERP 20 1,833,823 0
John Semel Qualified Plan 4 88,740 0
Excess Plan 4 112,227 0
Steven J. Miron Qualified Plan 20 375,095 0
Excess Plan 20 490,952 0
SERP 20 2,892,113 0
^(i):Represents the target number of performance share units granted but yet-to-be earned for the Fiscal 2016-18 and Fiscal 2017-19 long-term incentive cycles. The Fiscal 2016-18 shares, if earned, will vest half on June 30, 2018 and half on April 30, 2019. The Fiscal 2017-19 shares, if earned, will vest half on June 30, 2019 and half on April 30, 2020.

Option Exercises and Option Awards Stock Awards
Stock Vested Table:
Name
[a]
Number of Shares
Acquired on
Exercise
(#) [b] Value Realized
on Exercise
($) [c] Number of Shares
Acquired on
Vesting
(#) [d] Value Realized
on Vesting
($) [e]
Mark J. Allin 3,500 $11,580 12,934 $684,672
John A. Kritzmacher 0 $0 14,850 $765,720
Gary Rinck 0 $0 7,375 $388,663
John W. Semel 7,250 $60,454 8,607 $434,189
Jeffrey L. Sugerman 0 $0 2,165 $114,096
^(c):             The value realized on exercise represents the excess of the fair market value of the underlying securities purchased on the date of exercise over the exercise price contained in the option.
^(d):Includes:
●      the second half of the performance share units earned from the Fiscal 2013-15 performance cycle (Messrs. Allin, Kritzmacher, Rinck and Semel),
●      the first half of the performance share units earned from the Fiscal 2014-16 performance cycles (Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman)
●      the first half the restricted share units granted in June 2013 (Messrs Allin, Rinck, and Semel)
●      the second quarter of restricted share units granted in June 2015 (Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman),
●      the first quarter of restricted share units granted in June 2016
●      the first quarter of promotional restricted share award granted in June 2015 (Mr. Allin)
●      the full vesting of a one-time restricted share award granted in September 2013 (Mr. Semel)
^(e):The value realized on the vesting of restricted stock awards represents the value of stock no longer subject to a risk of forfeiture or other restrictions, obtained by multiplying the number of shares of stock released from such restrictions by the closing market price of Class A Common Stock on the dates of vesting.

Pension Benefits Table: Name
[a] Plan
[b] Number of Years
Credited Service
(#)
[c] Present
Value of
Accumulated
Benefit⁽¹⁾
($)
[d] Payments During
Last Fiscal Year
($)
[e]
Mark J. Allin Qualified Plan N/A N/A 0
Excess Plan N/A N/A 0
SERP 13 1,222,751 0
UK Qualified Plan⁽²⁾⁽³⁾ 16 1,713,022 0
Gary Rinck Qualified Plan 9 356,413 0
Excess Plan 9 966,544 0
SERP 9 3,102,512 0
John W. Semel Qualified Plan 4 101,708 0
Excess Plan 4 124,879 0
Jeffrey L. Sugerman Qualified Plan 0.5 15,960 0
Excess Plan 0.5 29,913 0
⁽¹⁾              The credited service and the accumulated benefits used to determine the present value of the US Qualified, Excess and SERP benefits are as of the US plans’ freeze on June 30, 2013. Mr. Allin’s UK plan credited service and accumulated benefit used to determine present value are as of April 30, 2017.
⁽²⁾              Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using a British £ to US $ conversion factor of 1.28086.
⁽³⁾              Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using UK disclosure assumptions including a 2.60% discount rate.
^(d):The amounts shown in the table above for all plans represent the actuarial present values of the executives’ accumulated benefits accrued as of April 30, 2017, calculated using the same assumptions in footnote 15 of the Company’s financial statements, except that the SERP benefit for Mr. Rinck calculated under the 1989 SERP has no mortality assumption and under the 1989 and 2005 SERP, no recognition of pre-retirement mortality.
44
⁽¹⁾ ~~Mark Allin and Stephen Smith’s Present Value of Accumulated Benefits from the UK Qualified and UK Non-Qualified Plans were calculated using a British £ to US $ conversion factor of 1.5181.~~
⁽²⁾ ~~Mark Allin and Stephen Smith’s Present Value of Accumulated Benefits from the UK Qualified and UK Non-Qualified Plans were calculated using UK disclosure assumptions including a 3.60% discount rate.~~
⁽³⁾ The credited service and the accumulated benefits used to determine the present value of the US Qualified, Excess and SERP benefits are as of the US plans' freeze on June 30, 2013. Stephen Smith’s UK accumulated benefits used to determine present value are based on his UK plan credited service as shown. Mr. Allin's UK plan credited service and accumulated benefit used to determine present value are as of April 30, 2015.
^(d) The amounts shown in the table above for all plans represent the actuarial present values of the executives’ accumulated benefits accrued as of April 30, 2015, calculated using the same assumptions in footnote 17 of the Company’s financial statements, except that the SERP benefit for Mr. Rinck calculated under the 1989 SERP has no mortality assumption and under the 1989 and 2005 SERP, no recognition of pre-retirement mortality.
~~A description of each plan follows.~~
The Employees
Retirement Plan of
John Wiley & Sons, Inc. ~~(the~~
(the Qualified Plan)
The Company sponsors a qualified defined benefit pension plan to provide retirement benefits to US based employees of the Company. The Plan pays benefits at retirement to participants who terminate or retire from the Company after meeting certain eligibility requirements. Prior to January 1, 2005, benefits under the Qualified Plan provided for annual normal benefits payable at normal retirement age of 65 based on certain factors times average final compensation times years of service not to exceed 35 (the “Previous Benefit Formula”). Effective January 1, 2005 the Qualified Plan formula was revised to provide covered participants with enhanced future benefits. After January 1, 2005, benefits are calculated as the sum of:
·
● A frozen benefit as of December 31, 2004, calculated under the Previous Benefit Formula, plus
·
● An annual benefit earned for benefit service after January 1, 2005. The amount of each year’s accrual is the sum of:
·
● total annual compensation (annual base salary, plus 100% of bonus) for the year up to and including 80% of that year’s Social Security Wage Base times 1.0%, plus
·
● total annual compensation for ~~the year in excess of 80% of that year’s Social Security Wage Base times 1.3%.~~
~~In Fiscal 2013,~~ the year in excess of 80% of that year’s Social Security Wage Base times 1.3%.
The Company announced a cessation of accruals and freeze of participation in the US Qualified Retirement Plan, effective June 30, 2013.
The plan recognizes a maximum of 35 years of benefit service, accruing through June 30, 2013. If the total benefit service is greater than 35 years at age 65, the benefit will be equal to the 35 consecutive years of benefit accruals that produce the highest combined amount.
The plan provides for retirement as early as age 55 with ten years of service. The age 65 benefit is reduced by 4% per year for each year less than 65, unless a participant has 20 years of service, in which case the participant can retire as early as age 62 without an early retirement reduction.
44

The frozen annual benefit calculated under the Previous Benefit Formula for the combined Qualified Plan and the Excess Plan described below for ~~Messrs. Smith,~~Mr. Rinck ~~Heider and Miron~~ is ~~$17,804, $3,399, $17,579, and $13,407, respectively.~~
~~Messrs. Smith, Rinck and Heider are eligible for early retirement under this plan.~~
$3,399.
The Nonqualified
Supplemental Benefit
Plan (the Excess Plan)
The Excess Plan provides benefits that would otherwise be denied participants by reason of certain Code limitations on the tax-qualified benefit. In addition, the Excess Plan provides benefits to certain individuals which arise from additional service credit granted for previous employment with acquired companies.
Average final compensation and total annual compensation are determined under the Excess Plan in the same manner as under the Qualified Plan, except that a participant’s compensation is not subject to the limitations under the Code. Years of service under the Qualified Plan and the Excess Plan are the number of years and months through the plans’ freeze date, June 30, 2013, limited to 35 years, worked for the Company and its subsidiaries after attaining age 21.
~~In Fiscal 2013, the~~
The Company announced a cessation of accruals and freeze of participation in the US Supplemental Benefit (“Excess”) Plan, effective June 30, 2013.
~~Messrs. Smith, Rinck and Heider are eligible for early retirement under this plan.~~
Supplemental Executive
Retirement Plan ~~(the SERP~~)

(the SERP)
In March 2005, the Board froze participation in the existing 1989 SERP and adopted the 2005 SERP. All active participants in the 1989 SERP, except those who were directors, 5% owners or who were within two years of the normal retirement age of 65, were given the option, prior to December 31, 2005, to waive their right to all benefits under the 1989 SERP and receive benefits under the 2005 SERP in consideration of that waiver. Four participants elected to do so. Mr. Rinck remains in the 1989 SERP.
The benefit under the 1989 SERP is the higher of the “primary” or the “additional” benefit.
·
● The primary benefit consists of ten annual payments commencing at retirement (at or after age 65) determined by multiplying the participant’s base salary rate at retirement by 2.5, reducing the result by $50,000 and dividing the remainder by five. The plan also provides for an alternative early retirement benefit for participants who retire after age 55 with five years of service, a reduced payment for participants whose employment is terminated prior to age 65 other than on account of death (and who do not qualify for early retirement) and a survivor benefit for the beneficiaries of a participant who dies prior to age 65 while employed by the Company or an affiliate.
·

● The additional benefit provides participants with a guaranteed total annual retirement benefit beginning at age 65 for ten years of 50%, 55%, or 65% (the “Applicable Percentage”) of average compensation, defined as base salary and annual incentive, over the executive’s highest three consecutive years. This amount is reduced by the retirement benefits under the Qualified Plan, the Excess Plan and the primary benefit above. The Applicable Percentage for Mr. Rinck is 50%.
The 2005 SERP provides a lifetime annual benefit determined by multiplying the executive’s average compensation over the highest three consecutive years times a service factor, which is the sum of years of service up to 20 years times 2%, plus years of service in excess of 20 times 1%, to a maximum of 35 years total. The 2005 SERP provides a reduced early retirement benefit for participants calculated in the same manner as the 1989 SERP. The participant may elect to receive his or her benefit in the form of a joint and survivor benefit on an actuarial equivalent basis. All other terms of the 2005 SERP are substantially the same as the 1989 SERP.
~~In Fiscal 2013, the~~
The Company announced a cessation of accruals and freeze of participation in the US Supplemental Executive Retirement Plan, effective June 30, 2013.
~~Messrs. Smith, Rinck and Heider are eligible for early retirement under this plan.~~
45

The John Wiley & Sons
Limited Retirement
Benefits Scheme (UK
Qualified Plan)
The Company sponsors an approved defined benefit scheme to provide benefits to UK based employees of the Company. The Scheme provides benefits at retirement to participants who terminate or retire from the Company after meeting certain eligibility requirements. Members have a right to take benefits at Normal Retirement Date (age 65), or earlier subject to conditions as have been notified to them.
The basic rate of accrual under the Scheme is 1/60th of Final Pensionable Salary for each year and complete month of Pensionable Service. Different rates of accrual are provided for certain members as advised separately to them.
Early retirement is possible, subject to Company/Scheme Trustees consent, from age 55. A reduction factor, unless otherwise agreed with the Scheme member concerned under separate notification, is applied for each year (and complete month) benefits are taken prior to Normal Retirement Date. Reduction factors are determined by the Scheme Trustees in conjunction with advice from the Scheme Actuary, and are subject to regular review.
In Fiscal 2015, the Company announced its desire to cease of accruals based on service under the UK Qualified Plan. Following a period of consultation with Plan participants, service-related accruals under the Plan were frozen, effective April 30, 2015.
Nonqualified Deferred
Compensation
(NQDC) Table: Name
(a) Executive
Contributions
in Last FY
($)
(b) Registrant
Contributions
in Last FY
($)
(c) Aggregate
Earnings
in Last FY
($)
(d) Aggregate
Withdrawals/
Distributions
($)
(e) Aggregate
Balance
at Last FYE
($)
(f)
Mark J. Allin 0 61,880 1,067 0 84,421
John A. Kritzmacher 0 49,222 7,498 0 151,169
Gary Rinck 248,307 32,041 351,602 0 3,239,450
John W. Semel 0 26,265 221 0 71,496
Jeffrey L. Sugerman 0 18,064 129 0 43,846
~~The Unapproved Supplemental UK Plan (the UK Non-Qualified Plan)~~
This arrangement provides benefits, for individuals nominated by the Company, that otherwise be denied by Her Majesty’s Revenue & Customs due to benefit limitations under approved benefit schemes. For Mr. Smith the Plan originally provided benefits in the same manner as under the UK Qualified Plan for benefits in excess of the limits under the latter.  However, for Mr. Smith this was changed by mutual consent in a letter dated November 12, 2009 and signed by Mr. Smith on November 13, 2009. Under this revised structure, Mr. Smith agreed to defer his benefit until age 65 (or until termination of employment if sooner).
~~Nonqualified Deferred Compensation (NQDC) Table:~~
Name
(a) Executive
Contributions
in Last FY
($)
(b) Registrant
Contributions
in Last FY
($)
(c) Aggregate
Earnings
in Last FY
($)
(d) Aggregate
Withdrawals/
Distributions
($)
(e) Aggregate
Balance
at Last FYE
($)
(f)
Stephen M. Smith 140,718 96,384 27,778 0 736,188
Mark J. Allin N/A N/A N/A N/A N/A
John A. Kritzmacher 0 46,497 1,312 0 50,008
Gary Rinck 150,703 35,900 170,284 358,612 2,143,045
Joseph S. Heider 81,888 25,445 37,226 0 786,043
John W. Semel 0 22,892 8 0 24,746
Steven J. Miron 50,100 35,083 9,030 0 212,349
Participants in the company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”) may elect to defer up to 25% of their base salary and up to 100% of their annual cash incentive compensation. If the participant’s Company matching contributions under the Employees’ Savings Plan are restricted due to code contribution or compensation limitations, he/she is eligible to receive a Company matching contribution of up to 1.5% of pay in excess of qualified plan limits under the NQDC Plan. Mirroring Company contributions under the Savings Plan, the Company also makes Basic Retirement Contributions, and may make Discretionary Contributions, recognizing pay in excess of qualified plan limits, under the NQDC Plan. While Mr. Allin was a UK-based executive, he was not eligible to participate in the NQDC Plan. As elected in 2009, Mr. Rinck received an in-service distribution from the NQDC Plan on January 31, 2015, representing the value of deferrals of CY 2010 base and incentive pay.

Participants designate one or more investment funds which are used to measure the income credited to their account. Although not required to do so, the Company has elected to invest the funds deferred under the plan substantially as directed by the participants. The funds currently available under the NQDC Plan and their returns for the last fiscal year are shown below:
46

Deferred Compensation Funds Rate of Return for 1 year
ending 04/30/2017
Goldman Sachs VIT Government Money Market 0.37%
Fidelity VIP Investment Grade Bond Svc 2.59%
MFS VIT Value 14.23%
Fidelity VIP Index 500 17.81%
American Funds IS Growth 2 23.22%
Nationwide VIT Mid Cap Index I 19.96%
DFA VA US Targeted Value 21.58%
Vanguard VIF Small Company Growth 26.39%
MFS VIT II International Value 11.83%
MFS VIT II International Growth 12.79%
Northwestern Mutual Life Insurance 5.26%
~~Rate of Return for 1 year~~
~~ending 04/30/2015~~

~~Vanguard VIF Money Market~~ ~~0.10~~ %
~~PIMCO VIT Total Return~~ ~~4.09~~ %
~~PIMCO VIT Real Return~~ ~~1.62~~ %
~~MFS VIT Value~~ ~~9.97~~ %
~~Fidelity VIP Index 500~~ ~~12.87~~ %
~~American Funds IS Growth~~ ~~15.69~~ %
~~Invesco VI American Value I~~ ~~11.70~~ %
~~Fidelity VIP Mid Cap~~ ~~10.74~~ %
~~Royce Capital Small Cap~~ ~~6.09~~ %
~~Vanguard VIF Small Company Growth~~ ~~13.63~~ %
~~MFS VIT II International Value~~ ~~8.37~~ %
~~MFS VIT II International Growth~~ ~~2.31~~ %
~~Northwestern Mutual Life Insurance~~ ~~5.30~~ %
Account balances under the NQDC Plan are distributed to participants in accordance with their individual elections made at the time of the deferral election. Participants may elect to receive their contributions on a designated date or upon separation of service, subject to the restrictions of Section 409A of the Code. Distributions on account of termination or retirement are available in a lump sum or annual installments over up to 15 years.
Amounts in column (b) are included in columns (c) and (g) on the Summary Compensation Table.
~~Payments Upon Termination and Change of Control Tables:~~
Stephen M. Smith
Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason Dismissal
without Cause
or Resignation
for Good Reason
(absent CoC) Dismissal
without Cause
or Resignation
for Good Reason
(following CoC)
Compensation:
Severance - Base Salary $ 0 $ 0 $ 1,840,000 $ 1,840,000
Severance – Annual Incentive $ 0 $ 0 $ 0 $ 2,576,000
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 1,288,000
ELTIP – Restricted Performance
Share Units $ 0 $ 0 $ 0 $ 2,468,592
Restricted Stock (Performance
Shares Earned but Not Vested) (1) $ 1,883,297 $ 1,883,297 $ 1,883,297 $ 1,883,297
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 972,648
Stock Options (2) $ 0 $ 0 $ 0 $ 2,289,500
Benefits (3) $ 0 $ 0 $ 24,866 $ 49,732
SERP (4) $ 2,900,480 $ 2,900,480 $ 2,900,480 $ 5,314,497
Excess Plan (4) $ 3,276,093 $ 3,276,093 $ 3,276,093 $ 3,276,093
Qualified Plan (4) $ 2,028,506 $ 2,028,506 $ 2,028,506 $ 2,028,506
NQDC (5) $ 736,187 $ 736,187 $ 736,187 $ 736,187
Total: $ 10,824,563 $ 10,824,563 $ 12,689,429 $ 24,723,052

Payments Upon Mark J. Allin
Termination
and Change of
Control Tables: Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason Dismissal
without Cause
or Resignation
for Good
Reason
(absent CoC) Dismissal
without Cause
or Resignation
for Good
Reason
(following CoC)
Compensation:
Severance – Base Salary $ 0 $ 0 $ 1,560,000 $ 1,560,000
Severance – Annual Incentive $ 0 $ 0 $ 0 $ 1,872,000
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 936,000
ELTIP – Restricted Performance Share Units $ 0 $ 0 $ 0 $ 2,498,771
Restricted Stock (Performance Shares Earned but Not Vested)⁽¹⁾ $ 163,370 $ 163,370 $ 163,370 $ 163,370
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 1,159,519
Stock Options⁽²⁾ $ 0 $ 0 $ 0 $ 100,066
Benefits⁽³⁾ $ 0 $ 0 $ 59,057 $ 59,057
SERP⁽⁴⁾ $ 989,791 $ 989,791 $ 989,791 $ 2,015,436
Excess Plan⁽⁴⁾ N/A N/A N/A N/A
Qualified Plan⁽⁴⁾ $ 1,234,817 $ 1,234,817 $ 1,234,817 $ 1,234,817
NQDC⁽⁵⁾ $ 84,421 $ 84,421 $ 84,421 $ 84,421
Total: $ 2,472,399 $ 2,472,399 $ 4,091,456 $ 11,683,456

⁽¹⁾ Vesting accelerates in all 4 termination scenarios since the executive has achieved age 55 and 10 years of service criteria.
⁽²⁾ ~~Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 30, 2015 closing stock price ($56.88)~~
⁽²⁾ Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70).
⁽³⁾ Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.
⁽⁴⁾ ~~Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2015)~~
⁽⁴⁾ Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2017), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are:
~~Qualified:~~ ~~$182,068 / year as a life annuity~~
~~Excess:~~ ~~$207,249 / year as a life annuity~~
~~SERP:~~ ~~$196,109~~
UK Qualified: $70,346   / year as a life annuity
Excess: N/A         / year as a life annuity
SERP: $60,494  / year as a life annuity
⁽⁵⁾ Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.

John A. Kritzmacher
Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason Dismissal
without Cause
or Resignation
for Good
Reason
(absent CoC) Dismissal
without Cause
or Resignation
for Good
Reason
(following CoC)
Compensation:
Severance – Base Salary $ 0 $ 0 $ 665,000 $ 1,330,000
Severance – Annual Incentive $ 0 $ 0 $ 0 $ 1,263,500
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 631,750
ELTIP – Restricted Performance Share Units $ 0 $ 0 $ 0 $ 1,228,964
Restricted Stock (Performance Shares Earned but Not Vested) $ 0 $ 0 $ 0 $ 281,682
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 1,025,478
Stock Options⁽¹⁾ $ 0 $ 0 $ 0 $ 395,100
Benefits⁽²⁾ $ 0 $ 0 $ 30,124 $ 60,248
SERP⁽³⁾ N/A N/A N/A N/A
Excess Plan⁽³⁾ N/A N/A N/A N/A
Qualified Plan⁽³⁾ N/A N/A N/A N/A
NQDC⁽⁴⁾ $ 151,169 $ 151,169 $ 151,169 $ 151,169
Total: $ 151,169 $ 151,169 $ 846,293 $ 6,367,890
⁽¹⁾ Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70).

47
Mark J. Allin
Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason
Dismissal
without Cause
or Resignation
for Good Reason (absent CoC)
Dismissal
without Cause
or Resignation
for Good Reason
(following CoC)
Compensation:
Severance - Base Salary $ 0 $ 0 $ 907,353 $ 1,209,804
Severance – Annual Incentive $ 0 $ 0 $ 0 $ 1,149,314
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 574,657
ELTIP – Restricted Performance
Share Units $ 0 $ 0 $ 0 $ 557,424
Restricted Stock (Performance
Shares Earned but Not Vested) $ 0 $ 0 $ 0 $ 167,853
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 221,832
Stock Options (1) $ 0 $ 0 $ 0 $ 589,509
Benefits (2) $ 0 $ 0 $ 7,557 $ 15,114
SERP (3) $ 703,158 $ 703,158 $ 703,158 $ 2,258,382
Excess Plan (3) N/A N/A N/A N/A
Qualified Plan (3) $ 465,327 $ 465,327 $ 465,327 $ 465,327
NQDC $ 0 $ 0 $ 0 $ 0
Total: $ 1,168,485 $ 1,168,485 $ 2,083,395 $ 7,209,216
⁽¹⁾ ~~Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 30, 2015 closing stock price ($56.88).~~
⁽²⁾ Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.
⁽³⁾ Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2015), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are:
~~Qualified:~~ ~~$55,070 / year as a life annuity~~
~~Excess:~~ ~~N/A / year as a life annuity~~
~~SERP:~~ ~~$94,401 / year as a life annuity~~

John A. Kritzmacher
Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason Dismissal
without Cause
or Resignation
for Good Reason
(absent CoC) Dismissal
without Cause
or Resignation
for Good Reason
(following CoC)
Compensation:
Severance - Base Salary $ 0 $ 0 $ 620,000 $ 1,240,000
Severance – Annual Incentive $ 0 $ 0 $ 0 $ 1,178,000
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 589,000
ELTIP – Restricted Performance
Share Units $ 0 $ 0 $ 0 $ 1,063,656
Restricted Stock (Performance
Shares Earned but Not Vested) $ 0 $ 0 $ 0 $ 0
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 910,080
Stock Options (1) $ 0 $ 0 $ 0 $ 1,041,000
Benefits (2) $ 0 $ 0 $ 29,093 $ 58,186
SERP (3) N/A N/A N/A N/A
Excess Plan (3) N/A N/A N/A N/A
Qualified Plan (3) N/A N/A N/A N/A
NQDC (4) $ 50,008 $ 50,008 $ 50,008 $ 50,008
Total: $ 50,008 $ 50,008 $ 699,101 $ 6,129,930
⁽¹⁾ ~~Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 30, 2015 closing stock price ($56.88).~~
⁽²⁾ ~~Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.~~
⁽³⁾ Mr. Kritzmacher is not eligible for any DB benefits (Qualified, Excess and SERP) because he was hired in June 2013 and had not completed one year of service as of the plans’ June 30, 2013 freeze date.
⁽⁴⁾ Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.

48
Gary Rinck
Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason Dismissal
without Cause
or Resignation
for Good Reason
(absent CoC) Dismissal
without Cause
or Resignation
for Good Reason
(following CoC)
Compensation:
Severance - Base Salary $ 0 $ 0 $ 802,500 $ 1,070,000
Severance – Annual Incentive $ 0 $ 0 $ 0 $ 802,500
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 401,250
ELTIP – Restricted Performance
Share Units $ 0 $ 0 $ 0 $ 597,240
Restricted Stock (Performance Shares
Earned but Not Vested) (1) $ 223,709 $ 223,709 $ 223,709 $ 223,709
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 238,896
Stock Options (2) $ 0 $ 0 $ 0 $ 560,230
Benefits (3) $ 0 $ 0 $ 9,474 $ 18,948
SERP (4) $ 2,947,284 $ 2,947,284 $ 2,947,284 $ 3,324,101
Excess Plan (4) $ 897,342 $ 897,342 $ 897,342 $ 897,342
Qualified Plan (4) $ 335,640 $ 335,640 $ 335,640 $ 335,640
NQDC (5) $ 2,143,044 $ 2,143,044 $ 2,143,044 $ 2,143,044
Total: $ 6,547,019 $ 6,547,019 $ 7,358,993 $ 10,612,900
Gary Rinck
Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason Dismissal
without Cause
or Resignation
for Good
Reason
(absent CoC) Dismissal
without Cause
or Resignation
for Good
Reason
(following CoC)
Compensation:
Severance – Base Salary $ 0 $ 0 $ 825,000 $ 1,100,000
Severance – Annual Incentive $ 0 $ 0 $ 0 $ 825,000
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 412,500
ELTIP – Restricted Performance Share Units $ 0 $ 0 $ 0 $ 571,268
Restricted Stock (Performance Shares Earned but Not Vested)⁽¹⁾ $ 177,494 $ 177,494 $ 177,494 $ 177,494
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 370,086
Stock Options⁽²⁾ $ 0 $ 0 $ 0 $ 94,166
Benefits⁽³⁾ $ 0 $ 0 $ 25,457 $ 33,943
SERP⁽⁴⁾ $ 3,174,638 $ 3,174,638 $ 3,174,638 $ 3,201,489
Excess Plan⁽⁴⁾ $ 950,145 $ 950,145 $ 950,145 $ 950,145
Qualified Plan⁽⁴⁾ $ 355,387 $ 355,387 $ 355,387 $ 355,387
NQDC⁽⁵⁾ $ 3,239,450 $ 3,239,450 $ 3,239,450 $ 3,239,450
Total: $ 7,897,114 $ 7,897,114 $ 8,747,571 $ 11,330,927

⁽¹⁾ Vesting accelerates in all 4 termination scenarios since the executive has achieved age 55 and 10 years of service criteria.
⁽²⁾ ~~Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 30, 2015 closing stock price ($56.88)~~
⁽²⁾ Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70).
⁽³⁾ Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.
⁽⁴⁾ ~~Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2015)~~
⁽⁴⁾ Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2017), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are:
~~Qualified:~~ ~~$24,008 / year as a life annuity~~
~~Excess:~~ ~~$64,186 / year as a life annuity~~
~~SERP:~~ ~~$338,776~~
Qualified:       $26,396 / year as a life annuity
Excess:       $70,571 / year as a life annuity
SERP:       $365,586 / year as a 10 year certain
⁽⁵⁾ ~~Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.~~
⁽⁵⁾ Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.

John W. Semel
Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason Dismissal
without Cause or Resignation
for Good
Reason
(absent CoC) Dismissal
without Cause or Resignation
for Good
Reason
(following CoC)
Compensation:
Severance – Base Salary $ 0 $ 0 $ 455,000 $ 682,500
Severance – Annual Incentive $ 0 $ 0 $ 0 0.
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 0
ELTIP – Restricted Performance Share Units $ 0 $ 0 $ 0 $ 504,339
Restricted Stock (Performance Shares Earned but Not Vested) $ 0 $ 0 $ 0 $ 70,460
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 284,844
Stock Options⁽¹⁾ $ 0 $ 0 $ 0 $ 37,535
Benefits⁽²⁾ $ 0 $ 0 $ 24,385 $ 36,578
SERP⁽³⁾ N/A N/A N/A N/A
Excess Plan⁽³⁾ $ 79,427 $ 79,427 $ 79,427 $ 79,427
Qualified Plan⁽³⁾ $ 67,201 $ 67,201 $ 67,201 $ 67,201
NQDC⁽⁴⁾ $ 71,496 $ 71,496 $ 71,496 $ 71,496
Total: $ 218,124 $ 218,124 $ 697,509 $ 1,834,379
⁽¹⁾ Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70).

⁽²⁾ Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.
⁽³⁾ Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2017), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are:
Qualified:      $13,156 / year as a life annuity
   Excess:      $15,550 / year as a life annuity
     SERP:            N/A / year as a life annuity

⁽⁴⁾ Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.
Jeffrey L. Sugerman
Joseph S. Heider
Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason Dismissal
without Cause
or Resignation
for Good Reason
(absent CoC) Dismissal
without Cause
or Resignation
for Good Reason
(following CoC)
Compensation:
Severance - Base Salary $ 0 $ 0 $ 780,000 $ 780,000
Severance – Annual Incentive $ 0 $ 0 $ 0 $ 741,000
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 370,500
ELTIP – Restricted Performance
Share Units $ 0 $ 0 $ 0 $ 466,416
Restricted Stock (Performance Shares
Earned but Not Vested) (1) $ 150,277 $ 150,277 $ 150,277 $ 150,277
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 193,392
Stock Options (2) $ 0 $ 0 $ 0 $ 411,073
Benefits (3) $ 0 $ 0 $ 18,151 $ 36,302
SERP (4) $ 1,571,190 $ 1,571,190 $ 1,571,190 $ 3,265,016
Excess Plan (4) $ 282,350 $ 282,350 $ 282,350 $ 282,350
Qualified Plan (4) $ 430,481 $ 430,481 $ 430,481 $ 430,481
NQDC (5) $ 786,043 $ 786,043 $ 786,043 $ 786,043
Total: $ 3,220,341 $ 3,220,341 $ 4,018,492 $ 7,912,850

Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason Dismissal
without Cause or Resignation
for Good
Reason
(absent CoC) Dismissal
without Cause or Resignation
for Good
Reason
(following CoC)
Compensation:
Severance – Base Salary $ 0 $ 0 $ 475,000 $ 570,000
Severance – Annual Incentive $ 0 $ 0 $ 0 $ 0
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 0
ELTIP – Restricted Performance Share Units $ 0 $ 0 $ 0 $ 285,634
Restricted Stock (Performance Shares Earned but Not Vested)⁽¹⁾ $ 53,543 $ 53,543 $ 53,543 $ 53,543
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 174,964
Stock Options⁽²⁾ $ 0 $ 0 $ 0 $ 28,974
Benefits⁽³⁾ $ 0 $ 0 $ 22,819 $ 27,383
SERP⁽⁴⁾ N/A N/A N/A N/A
Excess Plan⁽⁴⁾ $ 31,729 $ 31,729 $ 31,729 $ 31,729
Qualified Plan⁽⁴⁾ $ 17,267 $ 17,267 $ 17,267 $ 17,267
NQDC⁽⁵⁾ $ 43,846 $ 43,846 $ 43,846 $ 43,846
Total: $ 146,385 $ 146,385 $ 644,204 $ 1,233,340
⁽¹⁾ Vesting accelerates in all 4 termination scenarios since the executive has achieved age 55 and 10 years of service criteria.
⁽²⁾ ~~Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 30, 2015 closing stock price ($56.88).~~
⁽²⁾ Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70).
⁽³⁾ Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.
49

⁽⁴⁾ Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2015), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are:
~~Qualified:~~ ~~$26,858 / year as a life annuity~~
~~Excess:~~ ~~$17,616 / year as a life annuity~~
~~SERP:~~ ~~$98,028 / year as a life annuity~~
⁽⁵⁾ ~~Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.~~
John W. Semel
Executive Benefits and
Payments Upon Termination Retirement Resignation
without
Good Reason Dismissal
without Cause
or Resignation
for Good Reason
(absent CoC) Dismissal
without Cause
or Resignation
for Good Reason
(following CoC)
Compensation:
Severance - Base Salary $ 0 $ 0 $ 396,550 $ 396,550
Severance – Annual Incentive $ 0 $ 0 $ 0 $ 0
Prorated Annual Incentive $ 0 $ 0 $ 0 $ 0
ELTIP – Restricted Performance
Share Units $ 0 $ 0 $ 0 $ 187,704
Restricted Stock (Performance Shares
Earned but Not Vested) $ 0 $ 0 $ 0 $ 73,546
Restricted Stock (Time based) $ 0 $ 0 $ 0 $ 386,784
Stock Options (1) $ 0 $ 0 $ 0 $ 194,309
Benefits (2) $ 0 $ 0 $ 11,492 $ 22,984
SERP (3) N/A N/A N/A N/A
Excess Plan (3) $ 65,760 $ 65,760 $ 65,760 $ 65,760
Qualified Plan (3) $ 55,638 $ 55,638 $ 55,638 $ 55,638
NQDC (4) $ 24,746 $ 24,746 $ 24,746 $ 24,746
Total: $ 146,144 $ 146,144 $ 554,186 $ 1,408,021
⁽¹⁾ ~~Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 30, 2015 closing stock price ($56.88).~~
⁽²⁾ ~~Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.~~
⁽³⁾ Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2015), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are:
~~Qualified:~~ ~~$13,156 / year as a life annuity~~
~~Excess:~~ ~~$15,550 / year as a life annuity~~
~~SERP:~~ ~~N/A / year as a life annuity~~
⁽⁴⁾ ~~Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.~~

⁽⁴⁾ Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2017), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are:
Qualified:      $1,163 / year as a life annuity
   Excess:      $2,137 / year as a life annuity
     SERP:          N/A / year as a life annuity
⁽⁵⁾ Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.
The preceding tables—Potential Payments upon Termination or Change of Control—show the payments and benefits our named executives would receive in connection with a variety of employment termination scenarios and upon a change of control. For the named executive officers, the information assumes the terminations and change of control occurred on April 30, ~~2015.~~2017. All of the payments and benefits described below would be provided by the Company or its affiliates.
The tables do not include amounts such as base salary, annual incentives and stock awards the named executive officers earned due to employment through April 30, ~~2015.~~
2017.
Under the 2009 and 2014 Key Employee Stock Plans, the Compensation Committee may elect to accelerate the vesting of performance stock which has been earned, but not vested, for a retiring executive. Payout for current cycles will be made in shares following the end of the performance cycle.
50

~~Some of the~~
The named officers and certain other executives are covered by employment agreements or ~~severance agreements~~the Executive Severance Policy which provide for the following in the event of a “without cause termination” or “constructive discharge” without a change ofin control:
· ~~Severance—base salary: Messrs. Smith, Allin and Heider—~~
●     Severance—base salary: Mr. Allin—24 months; Mr. Rinck—18 months; Mr. Sugerman—15 months; Messrs. Kritzmacher and Semel—12 months.
·
●Performance Share Units—~~Mr. Smith—~~accelerated vesting of all earned Performance Share Units for completed cycles.
●     Company-paid health and welfare benefits, for their respective severance periods:
●     Relocation of household goods back to UK for Mr. Allin.
· ~~Company-paid health and welfare benefits, for their respective severance periods: Messrs. Smith, Allin and Heider—24 months; Mr., Rinck—18 months; Mr. Kritzmacher—12 months.~~
The named officers and certain other executives are covered by employment agreements which provide for the following, in the event of a “without cause termination” or “constructive discharge” following a change ofin control, as defined:
· ~~Severance—base salary: Messrs. Smith, Allin, Kritzmacher, Rinck and Heider — 24 months.~~
· ~~Severance—annual target incentive—Messrs. Smith, Allin, Kritzmacher, Rinck and Heider — 2 years.~~
· ~~Company-paid health and welfare benefits--Messrs. Smith, Allin, Kritzmacher, Rinck and Heider — 24 months.~~
· Messrs. Smith, Allin, Rinck and Heider - a lump-sum payment under the 1989 or 2005 SERP, equal to the present value of the benefit to which the participant would have been entitled if he/she had attained age 65 and retired on the date of such termination of employment.
· ~~Messrs. Smith, Rinck and Heider — a lump-sum payment of the accrued benefit under the Excess Plan.~~
· ~~Messrs. Smith, Kritzmacher, Rinck and Heider~~
●     Severance—base salary: Messrs. Allin, Kritzmacher and Rinck— 24 months, Messrs. Semel and Sugerman— 18 months.
●     Severance—annual target incentive—Messrs. Allin, Kritzmacher and Rinck— 2 years, Messrs. Semel and Sugerman— 1½ years.
●     Company-paid health and welfare benefits--Messrs. Allin, Kritzmacher and Rinck — 24 months, Messrs. Semel and Sugerman— 18 months.
●     Messrs. Allin and Rinck – a lump-sum payment under the 1989 or 2005 SERP, equal to the present value of the benefit to which the participant would have been entitled if he/she had attained age 65 and retired on the date of such termination of employment.
●     Mr. Rinck — a lump-sum payment of the accrued benefit under the Excess Plan.
●     Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman — immediate payment of the current balance of the NQDC Plan.
Upon a “change ~~of control”,~~in control,” as defined, under the 2009 and 2014 Key Employee Stock ~~Plans, for grants made prior to June 2011,~~
· ~~All outstanding options shall become immediately exercisable up to the full number of shares covered by the option.~~Plans:
· ~~All outstanding target performance shares shall become immediately vested.~~
· ~~All shares of restricted stock that would otherwise remain subject to restrictions shall be free of such restrictions.~~
· ~~Beginning with the June 2011 equity awards, double-trigger~~
●     Double-trigger vesting of equity ~~upon a change of control~~ will apply in cases where the acquiring company is a publicly traded company, and that company assumes or replaces the outstanding equity.
· ~~In Fiscal 2012, the Company modified the executive employment agreements to eliminate excise tax “gross-ups” upon a change of control.~~
●     There are no excise tax “gross-ups”.
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“Change of Control” shall mean an event which shall occur if there is:
(i) a change in the ownership of the Company;
(ii) a change in the effective control of the Company; or
~~(iii)~~ ~~a change in the ownership of a substantial portion of the assets of the Company.~~
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(iii) a change in the ownership of a substantial portion of the assets of the Company.
For purposes of this definition, a change in the ownership occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Company.
A change in the effective control occurs on the date on which either:
(i) a person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock possessing 30% or more of the total voting power of the stock of the Company, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or
(ii) a majority of the members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to ~~the date of the appointment or election, but only if no other corporation is a majority shareholder.~~
A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), other than a person or group of persons that is related to the Company, acquires assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the ~~most recent acquisition. The determination as to the occurrence of~~appointment or election, but only if no other corporation is a majority shareholder.
A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), other than a person or group of persons that is related to the Company, acquires assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition. The determination as to the occurrence of a Change of Control shall be based on objective facts and in accordance with the requirements of Code Section 409A and the regulations promulgated thereunder.
~~DIRECTORS’~~DIRECTOR COMPENSATION
Directors’ Compensation Fiscal ~~2015~~2017
Our non-employee directors received an annual cash retainer of ~~$80,000~~$100,000 and committee ~~chairmen, with the exception~~chairs of the ~~chairman of the Executive Committee,~~Audit, Governance, and Compensation Committees received an additional annual retainer of $15,000. No fees are paid for attendance at meetings. No non-employee director receives any other compensation from the Company, except for reimbursement of expenses incurred ~~for attendance at Board meetings. Directors~~in relation to service on the Board. In Fiscal 2017, directors who are employees dodid not receive an annual retainer for Board ~~or committee~~ service.
In Fiscal 2017, Mr. Kissner received a Chairman Fee of $185,000, split 65% in cash and 35% in stock, in addition to an annual Director Fee of $100,000 and Director Grant equal to a value of $100,000. Pursuant to the 2014 Director Stock Plan, ~~adopted by the shareholders at last year’s Annual Meeting,~~each of our non-employee directors ~~receive~~received an annual award of Class A ~~shares~~Common Stock equal to ~~$100,000. On~~$100,000, with the amount of shares granted based on the stock price of John Wiley & Sons, Inc. Class A Common Stock at the close of the New York Stock Exchange on September ~~18, 2014,~~22, 2016. During Fiscal 2017 the Company awarded a total of ~~12,131~~22,855 Class A Common Shares to the non-employee directors, including which includes 1,937 shares ~~were awarded~~issued to ~~directors.~~Mr. Plummer in lieu of his cash Director’s fees under the Directors’ Deferred Stock Plan. All of our Directors, except Messrs. Pesce, Pence, and Dobson, defer their receipt of the shares and receive them as share equivalents under the Deferred Compensation Plan for Director as described in the following paragraph.
The Company ~~has~~ established a Deferred Compensation Plan for Directors (the “Deferred Plan”), Amended and Restated as of January 1, 2009. Non-employee directors are eligible to participate, and may defer all or a portion of their annual cash retainer fees in the form of cash and/or Class A Common Stock. They may also defer their annual stock award. ~~Seven~~

In Fiscal 2017, seven of our ~~eleven~~ten non-employee directors ~~currently participate~~participated in the Deferred Plan. Retainers deferred in cash accrue interest annually based on the prime rate. One of our current Directors defers receipt of his cash retainer in an interest bearing account. Retainers deferred in the form of Class A Common Stock receive dividend equivalent units based on the closing price of the Class A Common Stock on the ~~record date.~~distribution date of the dividend. Deferred cash and/or stock is payable to the directors upon their retirement from the Board, either in a lump sum or in the form of annual ~~instalments.~~installments disbursed on January 15th of each year following the retirement.
Our active directors and their spouses are eligible to participate in the Company’s Matching Gift Program. The Company will match ~~the first $1,000 given by the donor as follows: three-to-one~~ on ~~the first $500, and~~a one-to-one ~~on the second $500,~~basis up to a maximum contribution of ~~$2,000 per institution, per donor,~~$15,000 per calendar ~~year.~~year, with no organization limit.
Share ownership by each Director is encouraged. To this end, each Director is expected to own shares of common stock valued at not less than five times that Director’s annual cash compensation to which the Director is entitled for Board service.
The table below indicates the total cash compensation received by each non-employee director and Mr. Jesse C. Wiley during Fiscal ~~2015.~~2017.
52
FY 2017 Director Compensation
Name Cash Fee Chair Fee Stock Awards⁽²⁾
All Other
Compensation
Total
Mari Jean Baker⁽³⁾⁽⁵⁾ $100,000 $15,000 $100,000 $27,271.60 $242,272
George Bell⁽³⁾⁽⁵⁾ $100,000 $15,000 $100,000 $8,620.38 $223,620
David Dobson⁽⁶⁾   $50,000   $50,000 $100,000
Laurie A. Leshin⁽³⁾ $100,000 $100,000 $3,945.90 $203,946
Matthew S. Kissner^(1)(3)(5) $220,250 $164,750 $41,349.83 $426,350
Eduardo Menascé⁽⁸⁾ $12,917.92 $12,918
Raymond W. McDaniel, Jr.⁽³⁾ $100,000 $15,000 $100,000 $48,986.41 $263,722
William J. Pesce $100,000 $100,000 $200,000
William Pence $100,000 $100,000 $200,000
William B. Plummer⁽³⁾⁽⁷⁾ $100,000 $100,000 $51,952.48 $251,952
Kalpana Raina⁽³⁾ $100,000 $100,000 $16,460.56 $216,461
Jesse C. Wiley⁽⁴⁾ $192,366 $192,366
⁽¹⁾ Mr. Kissner received additional cash compensation of $120,250 for his services as Chairman of the Board.

Name Fees Earned
or Paid in Cash Stock Awards All Other
Compensation Total

Mari Jean Baker⁽²⁾⁽³⁾ $80,000.00 $100,000.00 $10,568.93 $190,568.93
George Bell⁽²⁾⁽³⁾ $80,000.00 $100,000.00 $1,515.55 $181,515.55
Linda P.B. Katehi⁽³⁾⁽⁷⁾ $0.00 $0.00 $3,780.37 $3,780.37
Matthew S. Kissner*^(2)(3)(8) $95,000.00 $100,000.00 $60,607.06 $255,607.06
Raymond W. McDaniel, Jr.*^(2)(3)(5) $95,000.00 $100,000.00 $34,041.55 $218,551.52
Eduardo Menasce⁽²⁾⁽³⁾ $80,000.00 $100,000.00 $12,709.13 $192,709.13
William B. Plummer^(1)(2)(3) $80,000.00 $100,000.00 $37,933.31 $217,933.31
William J. Pesce⁽³⁾⁽⁶⁾ $80,000.00 $100,000.00 $4,000.00 $184,000.00
Kalpana Raina*⁽²⁾⁽³⁾ $95,000.00 $100,000.00 $10,314.49 $205,314.49
Peter Booth Wiley⁽³⁾⁽⁴⁾ $0.00 $0.00 $565,250.00 $565,250.00
Jesse Wiley⁽⁶⁾ $0.00 $0.00 $164,600.00 $164,600.00
^* ~~Committee Chair~~
⁽²⁾ On September 22, 2016, each of our then sitting non-employee Directors received an annual stock award of 1,995 shares of Class A Common Stock based on the closing price of $50.13. In addition to the Non-employee Director grant, Mr. Kissner received an additional 1,291.5 Class A Common Stock at $50.13 for his service as Chairman of the Board.
⁽¹⁾ ~~Effective January 1, 2009, Mr. Plummer has deferred receipt of his annual cash retainer fees in the form of stock.~~
⁽³⁾ The amounts in All Other Compensation include the cash value of dividends accrued under the Deferred Compensation Plan and, in the case of Mr. McDaniel, $17,722 in interest credited to his Deferred Cash Compensation Plan in Fiscal 2017 of which, $5,403 is forfeitable if Mr. McDaniel resigns his position as a Director before December 31, 2017.
⁽²⁾ On September 18, 2014, each of our non-employee Directors received an annual stock award of 1,733 shares of Class A Stock based on the closing price of $57.71. All of our non-employee Directors, except for Mr. William J. Pesce, deferred receipt of shares pursuant to the Deferred Compensation Plan, as described above.
⁽³⁾ The amounts in All Other Compensation include the cash value of dividends accrued under the Deferred Compensation Plan and, in the case of Mr. McDaniel, $10,490.03 in interest credited to his Deferred Cash Compensation Plan in Fiscal 2015 of which, $3,813.39 is forfeitable if Mr. McDaniel resigns his position as a Director before December 31, 2015. Also included are contributions made under the Company’s Matching Gift Program, as described above, as follows: Mr. P Wiley - $82,750, Mr. Pesce- $4,000 and Ms. Baker - $4,000.
⁽⁴⁾ Peter Booth Wiley, Chairman of the Board, does not receive a retainer for his service on the board but receives an annual salary as an employee of the Company. Mr. Wiley’s current annual salary is $482,500.
⁽⁵⁾ ~~Effective January 1, 2011, Mr. McDaniel deferred receipt of his annual cash retainer in a cash deferral account.~~
⁽⁶⁾ Mr. J. Wiley, Manager, Business Development, Client Solutions and Board Member, does not receive a retainer for his service on the board but receives, as an employee of the Company, an annual base salary of $152,000 and a target annual incentive of $12,600,
⁽⁴⁾ Mr. Jesse Wiley does not receive a retainer for his service on the Board, but in Fiscal 2017 received, as an employee of the Company, an annual base salary of $179,000 and a target annual incentive of $13,366, with payout on the incentive based solely on his role as Manager, Business Development, Client Solutions.
⁽⁷⁾ ~~Ms. Katehi resigned from the Board on July 24, 2014.~~
⁽⁵⁾ The following Directors requested and received a cash donation from the Company to organizations pursuant the Company’s Matching Gift Program, as described above: Ms. Baker - $15,000, Mr. Bell - $2,000, and Mr. Kissner - $5,000. These amounts are included under “All Other Compensation.”
⁽⁸⁾ Mr. Kissner received $8,750 per month in compensation for assuming additional duties related to his possible transition to Chairman of the Board effective October 1, 2015 subject to his re-election to the Board at the 2015 Annual Meeting of Shareholders. During Fiscal 2015 this amount totalled $35,000.
⁽⁶⁾ Mr. Dobson joined the Board in March 2017 and received a prorated cash retainer in the amount of $50,000. Mr. Dobson also received a prorated annual Directors Stock Award of 940Class A Common Stock at $53.20.
53
⁽⁷⁾ Mr. Plummer has elected to defer his cash retainer and receives it in share equivalents under the Deferred Compensation Plan for Directors.

⁽⁸⁾ Mr. Menascé resigned from the Board effective September 21, 2016.

Name Number of Shares
Underlying
Outstanding Deferred
Stock Equivalents Number of Shares
Underlying
Outstanding
Stock Options
Mari J. Baker 10,603 —
George Bell 5,954 —
David C. Dobson⁽¹⁾ — —
Matthew S. Kissner 30,743 —
Laurie Leshin 3,753 —
Raymond W. McDaniel, Jr. 26,231 —
William Pence⁽¹⁾ — —
William J. Pesce⁽¹⁾ — —
William B. Plummer 44,218 —
Kalpana Raina 14,050 —
⁽¹⁾Messrs. Dobson, Pence, and Pesce do not defer receipt of their annual stock award.
~~Number of Shares~~
~~Underlying~~
~~Outstanding Deferred~~
~~Stock Equivalents~~ ~~Number of Securities~~
~~Underlying~~
~~Outstanding~~
~~Stock Options~~
~~Mari Jean Baker~~ ~~6,170~~ —
~~George Bell~~ ~~1,759~~ —
~~Linda P. B . Katehi~~ ~~4,389~~ —
~~Matthew S. Kissner~~ ~~22,790~~ —
~~Raymond W. McDaniel, Jr.~~ ~~20,995~~ —
~~Eduardo Menascé~~ ~~11,530~~ —
~~William J. Pesce~~ —   —
~~William B. Plummer~~ ~~34,175~~ —
~~Kalpana Raina~~ ~~9,440~~ —
Insurance with Respect to Indemnification of Directors and Officers
The By-Laws of the Company provide for indemnification of directors and officers in connection with claims arising from service to the Company to the extent permitted under the New York State Business Corporation Law. The Company carries insurance in the amount of ~~$40,000,000~~$50,000,000 with Chubb Insurance Company of New Jersey, National Union Fire Insurance Company of Pittsburgh, PA, Allied World National Assurance Company and Federal Insurance Company at a premium of ~~$457,500.~~$453,500. The current policy expires on November 14, ~~2015.~~2017.
~~Transactions with Directors’ Companies~~
In the ordinary course of business, the Company and its subsidiaries may have transactions with companies and organizations whose executive officers are also Company directors. None of these transactions in fiscal 2015 exceeded the threshold for disclosure under our Corporate Governance Guidelines, which is 2% of the gross revenues of either the Company or the other organization.
OTHER MATTERS
Manner and Expenses of Solicitation
Since many of our shareholders are unable to attend the Annual Meeting, the Board solicits proxies so that each shareholder has the opportunity to vote on the proposals to be considered at the Annual Meeting.
Shareholders of record can vote, and save the Company expense, by using the Internet or by calling the toll-free telephone number printed on the proxy card. Voting instructions (including instructions for both telephonic and Internet voting) are provided on the proxy card. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give voting instructions and to confirm that shareholders’ instructions have been recorded properly. Shareholders participating or voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by the shareholder.
If your shares are held in the name of a bank or broker, follow the voting instructions on the form you receive from such record holder. The availability of Internet and telephone voting will depend on their voting procedures.
If you do vote by Internet or telephone, it will not be necessary to return your proxy card. If you do not choose to vote using these two options, you may return your proxy card, properly signed, and the shares will be voted in accordance with your directions. Shareholders are urged to mark the boxes on the proxy card to indicate how their shares are to be voted. If no choices are specified, the shares represented by that proxy card will be voted as recommended by the Board.

54
If a shareholder does not return a signed proxy card, vote by the Internet, by telephone or attend the Annual Meeting and vote in person or via the Internet, his or her shares will not be voted. Any shareholder giving a proxy (including one given by the Internet or telephone) has the right to revoke it at any time before it is exercised by giving notice in writing to the Corporate Secretary, ~~of the Company,~~ by delivering a duly executed proxy bearing a later date to the Secretary (or by subsequently completing a telephonic or Internet proxy) prior to the Annual Meeting of Shareholders, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy.
The Company will bear the costs of soliciting proxies. In addition to the solicitation of proxies by use of the mail, some of the officers, directors and other employees of the Company may also solicit proxies personally or by mail, telephone or facsimile, but they will not receive additional compensation for such services. Brokerage firms, custodians, banks, trustees, nominees or other fiduciaries holding shares of common stock in their names will be reimbursed for their reasonable out-of-pocket expenses in forwarding proxy material to their principals.
Electronic Delivery of Materials
The ~~2015~~2017 Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K are available on ~~our~~the website at~~https://materials.proxyvote.com/968223~~. www.proxyvote.com. Instead of receiving future copies of our Proxy Statement and Annual Report materials by mail, shareholders can elect to receive an e-mail that will provide electronic links to them. Selecting this option will save us the cost of producing and mailing documents to your home or business and will also give you an electronic link to the proxy voting site. Shareholders of record and beneficial owners may enroll in the electronic proxy delivery service at any time in the future by going to our enrollment site athttp://enroll.icsdelivery.com/jwa and following the enrollment instructions.
Deadline for Submission of Shareholder Proposals
If a shareholder intends to present a proposal for action at the ~~2016~~2018 Annual Meeting and wishes to have such proposal considered for inclusion in our proxy materials in reliance on Rule 14a-8 under the Securities Exchange Act of 1934, the proposal must be submitted in writing and received by the Secretary of the Company by April ~~19, 2016.~~20, 2018. Such proposal must also meet the other requirements of the rules of the Securities and Exchange Commission relating to shareholder proposals.
If a shareholder submits a proposal outside of Rule 14a-8 for the 2016 Annual Meeting and the proposal fails to comply with the advance notice procedure prescribed by our By-Laws, then the Company’s proxy may confer discretionary authority on the persons being appointed as proxies on behalf of the Company’s Board to vote on the proposal.
Our By-Laws establish an advance notice procedure with regard to certain matters, including shareholder proposals and nominations of individuals for election to the Board. In general, written notice of a shareholder proposal or a director nomination for an annual meeting must be received by the Secretary of the Company no later than ~~June 3, 2016,~~May 31, 2018, and must contain specified information and conform to certain requirements, as set forth in greater detail in the By-Laws. If the Company’s presiding officer at any shareholders’ meeting determines that a shareholder proposal or director nomination was not made in accordance with the By-Laws, the Company may disregard such proposal or nomination.
Proposals and nominations should be addressed to Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Mail Stop 9-01, Hoboken, New Jersey 07030-5774.
The Company has not received notice from any shareholder of its intention to bring a matter before the ~~2014~~2017 Annual Meeting. At the date of this Proxy Statement, the Board of Directors does not know of any other matter to come before the meeting other than the matters set forth in the Notice of Meeting. However, if any other matter, not now known, properly comes before the meeting, the persons named on the enclosed proxy will vote said proxy in accordance with their best judgment on such matter. Shares represented by any proxy will be voted with respect to the proposals outlined above in accordance with the choices specified therein or in favor of any proposal as to which no choice is specified.

55
The Company will provide, without charge, a copy of its Annual Report on Form 10-K filed with the ~~Securities and Exchange Commission~~SEC for ~~fiscal year 2015,~~Fiscal 2017, including the financial statements and the schedules thereto. All such requests should be directed to Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Mail Stop 9-01, Hoboken, New Jersey 07030-5774.
It is important that your proxy be returned promptly, whether by mail, by the Internet or by telephone. You may revoke the proxy at any time before it is exercised. If you attend the meeting in person, you may withdraw any proxy (including an Internet or telephonic proxy) and vote your own shares.
~~By Order of the Board of Directors~~
BY ORDER OF THE BOARD OF DIRECTORS

JOANNA JIA
Corporate Secretary
Hoboken, New Jersey
August 18, 2017

~~Edward J. May~~
~~Corporate Secretary~~
~~Hoboken, New Jersey~~
~~August 17, 2015~~
56

JOHN WILEY & SONS, INC.
111 RIVER STREET
HOBOKEN, NJ 07030
VOTE BY INTERNET
Before The Meeting- Go towww.proxyvote.com

~~[THIS PAGE INTENTIONALLY LEFT BLANK]~~Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 27, 2017 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting- Go towww.virtualshareholdermeeting.com/JWA2017
You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available on your proxy card and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 27, 2017 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Admission Ticket - Not Transferable

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E32268-Z70866
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

JOHN WILEY & SONS, INC. For
All Withhold
All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
The Board of Directors recommends a vote “FOR” all nominees, “FOR” proposals 2 and 3, and “Every Year” for proposal 4.
Vote on Directors: ☐ ☐ ☐

1. The election as directors of all nominees listed below, except as marked to the contrary.

Nominees:

01) George Bell 03) William Pence
02) Laurie A. Leshin 04) Kalpana Raina

Vote on Proposals: For Against Abstain

2. Ratification of the appointment of KPMG LLP as independent accountants for the fiscal year ending April 30, 2018. ☐ ☐ ☐
Notice to participants in the John Wiley & Sons, Inc. Employee Savings Plan (“401K”) and the Payroll Deduction Employee Stock Purchase Plan (“ESPP”):

If you participate in the 401K or the ESPP, this proxy card includes shares that the relevant plans have credited to this account.

To allow for sufficient time for the 401K Trustee to vote, the Trustee must receive your voting instructions by 11:59 p.m. Eastern Daylight Time on Monday, September 25^th, 2017. If the 401K Trustee does not receive your instructions by that date, the Trustee will vote the shares held in the same proportion as votes from other participants in the 401K.

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s) appear(s) hereon.

3. Approval, on an advisory basis, of the compensation of the named executive officers. ☐ ☐ ☐
Every Year Every Two Years Every Three Years Abstain

4. Approval, on an advisory basis, of the frequency of the named executive officer compensation vote. ☐ ☐ ☐ ☐

For address changes and/or comments, please check this box and write them on the back where indicated. ☐

Please indicate if you plan to attend this meeting. ☐ ☐

Yes No

PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
V.1.1

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 28, 2017
ADMISSION TICKET
2017 Annual Meeting of Stockholders
September 28, 2017 at 8:00 A.M.
You should present this admission ticket in order to gain admittance to the meeting. This ticket admits only the stockholder(s) listed on the reverse side and is not transferable. Each stockholder may be asked to present valid picture identification, such as a driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
YOUR VOTE IS IMPORTANT!
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

CLASS A
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
E32269-Z70866
PROXY/VOTING INSTRUCTION CARD
JOHN WILEY & SONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
               The undersigned hereby appoints Matthew S. Kissner and Gary M. Rinck as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class A Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held online at www.virtualshareholdermeeting.com/JWA2017, and at the Company’s headquarters, 111 River Street, Hoboken, New Jersey 07030, on September 28, 2017, at 8:00 A.M., Eastern Daylight Saving Time.
      The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors, “FOR” Proposals 2 and 3, and “Every Year” for Proposal 4.

Address Changes/Comments:
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
(Continued, and to be marked, dated and signed, on the other side)
V.1.1

JOHN WILEY & SONS, INC.
111 RIVER STREET
HOBOKEN, NJ 07030
VOTE BY INTERNET
Before The Meeting- Go towww.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 27, 2017. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting- Go towww.virtualshareholdermeeting.com/JWA2017
You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available on your proxy card and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 27, 2017. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Admission Ticket - Not Transferable
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E32270-Z70866
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
JOHN WILEY & SONS, INC. For
All Withhold
All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends a vote “FOR” all nominees, “FOR” proposals 2 and 3, and “Every Year” for proposal 4.

Vote on Directors: ☐ ☐ ☐

1. The election as directors of all nominees listed below, except as marked to the contrary.

Nominees:

01)   Matthew S. Kissner 05) David C. Dobson
02)   Mari J. Baker 06) Jesse C. Wiley
03)   William J. Pesce 07) Raymond W. McDaniel, Jr.
04)   William B. Plummer
Every Every
Every Two Three
Vote on Proposals: For Against Abstain Year Years Years Abstain

2. Ratification of the appointment of KPMG LLP as independent accountants for the fiscal year ending April 30, 2018. ☐ ☐ ☐ 4.    Approval, on an advisory basis, of the frequency of the named executive officer compensation vote. ☐ ☐ ☐ ☐

3. Approval, on an advisory basis, of the compensation of the named executive officers. ☐ ☐ ☐

PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE
INTERNET OR BY TELEPHONE.

For address changes and/or comments, please check this box and write them on the back where indicated. ☐

Please indicate if you plan to attend this meeting. ☐ ☐

Yes No

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s) appear(s) hereon.

Signature [PLEASE SIGN WITHIN BOX]
Date
Signature (Joint Owners)
Date
V.1.1

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 28, 2017
ADMISSION TICKET
2017 Annual Meeting of Stockholders
September 28, 2017 at 8:00 A.M.
You should present this admission ticket in order to gain admittance to the meeting. This ticket admits only the stockholder(s) listed on the reverse side and is not transferable. Each stockholder may be asked to present valid picture identification, such as a driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
YOUR VOTE IS IMPORTANT!
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
CLASS B
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
E32271-Z70866
PROXY/VOTING INSTRUCTION CARD
JOHN WILEY & SONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
               The undersigned hereby appoints Matthew S. Kissner and Gary M. Rinck as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class B Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held online at www.virtualshareholdermeeting.com/JWA2017, and at the Company’s headquarters, 111 River Street, Hoboken, New Jersey 07030, on September 28, 2017, at 8:00 A.M., Eastern Daylight Saving Time.
      The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors, “FOR” Proposals 2 and 3, and “Every Year” for Proposal 4.

Address Changes/Comments:
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
(Continued, and to be marked, dated and signed, on the other side)
V.1.1

Filed by the Registrant☒

Filed by a Party other than the Registrant

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12


Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:


☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:

	2)	Form, Schedule or Registration Statement No.:

	3)	Filing Party:

	4)	Date Filed:

	Matthew S. Kissner
	Interim CEO & Chairman of the Board

	T + 1 201 748 6000
	F + 1 201 748 5800

	August 18, 2017

	~~By Order~~
	By Order of the ~~Board~~Board of ~~Directors~~Directors

	~~Edward J. May~~JoannaJia
	Corporate Secretary

		PROXY STATEMENT

		This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of John Wiley & Sons, Inc. (the “Company” or “Wiley”) of proxies to be used at the Annual Meeting of Shareholders to be held on September 28, 2017 at the time and place set forth in the accompanying Notice of Meeting and at any and all adjournments thereof. This Proxy Statement and accompanying forms of proxy relating to each class of Common Stock, together with the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2017 (“Fiscal 2017”), are first being sent or given to shareholders on or about August 18, 2017.

		The executive offices of the Company are at 111 River Street, Hoboken, New Jersey 07030-5774. Attending the Annual Meeting Attendance at the Annual Meeting is limited to shareholders as of August 4, 2017, the record date. You will need to provide proof of ownership to enter the Annual Meeting. If your shares are held beneficially in the name of a bank, broker or other holder of record, you must present proof, such as a bank or brokerage account statement, of your ownership of common stock as of August 4, 2017, to be admitted to the Annual Meeting. For holders of record, please bring either the admission ticket attached to your proxy card or your Notice of Internet Availability of Proxy Materials. At the Annual Meeting, representatives of the Company will confirm your shareholder status. Shareholders must also present a form of photo identification such as a driver’s license or passport to be admitted to the Annual Meeting. No cameras, recording equipment, electronic devices, bags, briefcases, packages or similar items will be permitted at the Annual Meeting.

		Important Notice Regarding the Availability of Proxy Materials for the
		Annual Meeting of Shareholders to be held on September 28, 2017

		This year we are again using the “Notice and Access” system adopted by the U.S. Securities and Exchange Commission (the “SEC”) relating to the delivery of proxy materials over the Internet. As a result, we mailed you a notice about the Internet availability of the proxy materials instead of paper copies. Shareholders will have the ability to access the proxy materials over the Internet and to request a paper copy of the materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the Notice of Meeting. We believe that the Notice and Access rules will allow us to use Internet technology that many shareholders prefer, assure more prompt delivery of the proxy materials, lower our cost of printing and delivering the proxy materials, and minimize the environmental impact of printing paper copies.

		The Proxy Statement and the Annual Report on Form 10-K are available at www.proxyvote.com.

VOTING SECURITIES, RECORD DATE, PRINCIPAL HOLDERS				pg. 3

PROPOSALS ON WHICH YOU MAY VOTE				pg. 45

Proposal 1. Election of Directors’ Nominees for the Board of Directors				pg. 45

	Ø	ØProcess for Identifying and Evaluating Nominees for Director	~~pg. 4~~

Ø ~~Director Qualifications~~	pg. 5

	Ø	Director Qualifications		pg. 5

	Ø	Election of Directors		pg. 6

Proposal 2. Ratification of KPMG as Independent Accounting Firm				pg. 811

Proposal 3. Advisory Vote on Approval of Named Executive Officer Compensation				pg. 912

Proposal 4. Advisory Vote on Frequency of Executive Compensation Vote				pg. 13

GOVERNANCE OF THE COMPANY AND BOARD STRUCTURE				pg. 1114

	Ø	ØBoard of Directors and Corporate Governance		pg. 1114

	Ø	ØCommittees of the Board of Directors and Certain Other Information Concerning the Board		pg. 1215

	Ø	ØBoard and Committee Oversight of Risk		pg. 1317

	Ø	ØHow Do We Address Risk in Our Compensation Program?		pg. 1417

Ø ~~Transactions with Related Persons~~	~~pg. 15~~

	Ø	Ø ~~Corporate Governance Principles~~Transactions with Related Persons	~~pg. 15~~

Ø ~~Beneficial Ownership of Directors and Management~~	pg. 18

	Ø	~~REPORT OF THE AUDIT COMMITTEE~~Corporate Governance Principles		pg. 2019

	Ø	Ø ~~Fees~~Beneficial Ownership of ~~Independent Auditor~~Directors and Management		pg. 2021

~~EXECUTIVE COMPENSATION~~	~~pg. 22~~

	Ø	Ø ~~Report of the Compensation Committee~~Section 16(a) Beneficial Ownership Reporting Compliance	~~pg. 22~~

Ø ~~Compensation Committee Interlocks~~	~~pg. 22~~

Ø ~~Performance Graph~~	~~pg. 22~~

Ø ~~Fiscal 2015 Compensation Discussion and Analysis~~	pg. 23

~~DIRECTORS’ COMPENSATION~~REPORT OF THE AUDIT COMMITTEE				pg. 5223

	Ø	Ø ~~Directors’ Compensation Fiscal 2015~~Fees of Independent Auditor		pg. 5223

EXECUTIVE COMPENSATION				pg. 25

	Ø	Report of the Compensation Committee		pg. 25

	Ø	Compensation Committee Interlocks and Insider Participation		pg. 25

	Ø	Performance Graph		pg. 25

	Ø	Fiscal 2017 Compensation Discussion and Analysis		pg. 26

DIRECTORS’ COMPENSATION				pg. 51

	Ø	Directors’ Compensation Fiscal 2017		pg. 51

OTHER MATTERS				pg. 53

	Ø	Manner and Expenses of Solicitation		pg. 53

	Ø	Electronic Delivery of Materials		pg. 54

Ø ~~Manner and Expenses of Solicitation~~	~~pg. 54~~

Ø ~~Electronic Delivery of Materials~~	~~pg. 55~~
Ø
ØDeadline for Submission of Shareholder Proposals		pg. 5554

Name and Address	Class of Stock	Common Stock Owned Beneficially	Percent of Class		Percent of Total Voting Power

E.P. Hamilton Trusts, LLC⁽¹⁾	A	462,338	1	%	.03	%
965 Mission Street	B	8,125,536	86	%	56	%
San Francisco, CA

Deborah E. Wiley^(2)(3)(4)(6)	A	1,253,976	2.6	%	1	%
111 River Street	B	60,260	0.6	%	.4	%
Hoboken, NJ

Peter Booth Wiley^(2)(3)(4)(6)	A	1,227,738	2.5	%	.09	%
111 River Street	B	18,642	0.2	%	.1	%
Hoboken, NJ

Bradford Wiley II^(2)(3)(4)(6)	A	1,046,952	2.1	%	.07	%
111 River Street	B	105,643	1.1	%	0.7	%
Hoboken, NJ