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
(d) John Wiley & Sons, Inc. (the “Company”) issued a press release today announcing that the Wiley Board of Directors has elected David C. Dobson, Chief Executive Officer at Digital River, to join the Board of Directors effective March 22, 2017. As of the date of this report, the Board has not yet appointed Mr. Dobson to any Board committees.
Mr. Dobson will participate in the Company’s non-employee director compensation policy, pursuant to which he will be entitled to receive an annual cash retainer of $100,000 per annum, and an annual equity retainer of $100,000 per annum (each prorated based on service in 2017).
There were no arrangements or understandings between Mr. Dobson and any other persons pursuant to which Mr. Dobson was selected as a director. Mr. Dobson 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
