Wiley amends bylaws to allow virtual meetings, add exclusive forum, and update shareholder nomination rules

JOHN WILEY & SONS, INC.

Board approved amended bylaws effective Dec 13, 2023, replacing bylaws from 2007.
Shareholder meeting provisions updated to allow virtual meetings and revise adjournment/waiver procedures.
Advance notice window for shareholder nominations set at 120 to 150 days before prior year's annual meeting.
Exclusive forum designated: New York state courts for derivative/fiduciary claims; federal courts for Securities Act claims.
Bylaws now include emergency provisions for disasters and clarify director removal with or without cause.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

JOHN WILEY & SONS, INC.: Board approved amendment and restatement of the Company's Bylaws, effective December 13, 2023, with various updates including virtual meeting provisions, advance notice requirements, exclusive forum clauses, and emergency bylaws (effective 2023-12-13).

Change: bylaw amendment
Effective: 2023-12-13

Exact text from the filing

On December 13, 2023, the Board of Directors (“Board”) of John Wiley & Sons, Inc. (the “Company”) approved the amendment and restatement of the Company’s Bylaws (the “Amended & Restated Bylaws”), thereby amending and restating the Company’s existing bylaws, dated September 20, 2007 (the “Existing Bylaws”).

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Source: SEC EDGAR

accession 0000107140-23-000248

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