UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
May 11, 2017
(Date of Report)
(Date of earliest event reported)
JOHN WILEY & SONS, INC.
(Exact name of registrant as specified in its charter)
New York
(State or jurisdiction of incorporation)
| | 0-11507 | 13-5593032 |
| | ---------------------------------------------------- | --------------------------------------------- |
| | Commission File Number | IRS Employer Identification Number |
| | 111 River Street, Hoboken NJ | 07030 |
| | ---------------------------------------------------- | --------------------------------------------- |
| | Address of principal executive offices | Zip Code |
| | Registrant’s telephone number, including area code: | (201) 748-6000 |
| | | --------------------------------------------- |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) As previously announced, on May 8, 2017, the Board of Directors appointed Matthew S. Kissner, who has been serving as the Chairman of the Board, as the Company’s Interim Chief Executive Officer. Pursuant to a letter signed by Mr. Kissner and the Company on May 11, 2017, Mr. Kissner will receive $32,500 semi-monthly while in this role, and his cash retainers for serving as a Board Director and Chairman will cease. Mr. Kissner’s annual target incentive will be equal to 120% of his base salary, prorated for the period of time he acts as the Company’s Interim Chief Executive Officer, and payable subject to and in accordance with the FY2018 Executive Annual Incentive Plan. Mr. Kissner will not be eligible to receive stock grants under the Executive Long-Term Incentive Plan; he will, however, in September 2017, receive the equity retainer payable to directors and the Chairman under the 2014 Director Stock Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | JOHN WILEY & SONS, INC. |
| | Registrant |
| By | /s/ John A. Kritzmacher | |
| | John A. Kritzmacher | |
| | Chief Financial Officer and | |
| | Executive Vice President, Technology and Operations | |
