SEC Info - John Wiley & Sons, Inc. - ‘8-K’ for 6/30/20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

i June 30, 2020

(Date of Report)

(Date of earliest event reported)

i JOHN WILEY & SONS, INC.

(Exact name of registrant as specified in its charter)

i New York

(State or jurisdiction of incorporation)

	i 001-11507	i 13-5593032
	----------------------------------------------------	---------------------------------------------
	Commission File Number	IRS Employer Identification Number
	i 111 River Street, i Hoboken i New Jersey	i 07030
	----------------------------------------------------	---------------------------------------------
	Address of principal executive offices	Zip Code
	Registrant’s telephone number, including area code:	( i 201) i 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):

i ☐ Written communications pursuant to Rule 425 under the Securities Act(17 CFR 230.425)

i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR 240.14a-12)

i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

i ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
i Class A Common Stock, par value $1.00 per share	i JW.A	i New York Stock Exchange
i Class B Common Stock, par value $1.00 per share	i JW.B	i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i ☐

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) John Wiley & Sons, Inc. (the “Company”) issued a press release today announcing that the Company’s Board of Directors has elected Mariana Garavaglia, Chief People & Business Operations Officer at Peloton, to join the Board of Directors effective June 30, 2020. As of the date of this report, the Board has not yet appointed Ms. Garavaglia to any Board committees.

Ms. Garavaglia will participate in the Company’s non-employee director compensation policy.

There were no arrangements or understandings between Ms. Garavaglia and any other persons pursuant to which Ms. Garavaglia was selected as a director. Ms. Garavaglia does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01: Financial Statements and Exhibits

Exhibit No. Description

99.1 Press release dated June 30, 2020 announcing director appointment

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/ *Brian A. Napack*
		Brian A. Napack
		President and
		Chief Executive Officer

	By	/s/ *John A. Kritzmacher*
		John A. Kritzmacher
		Executive Vice President,
		Chief Financial Officer, and Interim Chief Accounting Officer

Dated: June 30, 2020

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	6/30/20	3, 4
		List all Filings

John Wiley & Sons, Inc. – ‘8-K’ for 6/30/20

On: Tuesday, 6/30/20, at 9:11am ET · For: 6/30/20 · Accession #: 107140-20-40 · File #: 1-11507

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Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘8-K’ — Mariana Garavaglia – Form 8K

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