Wiley director Hemphill gets majority withheld votes; board rejects his resignation

JOHN WILEY & SONS, INC.

• Director Brian Hemphill received 18,712,170 votes for and 22,329,275 withheld among Class A shareholders at the September 25 annual meeting.
• Per corporate governance principles, Hemphill tendered his resignation; the board, on Governance Committee recommendation, declined to accept it.
• Board concluded the voting outcome reflected proxy advisor recommendations unrelated to Hemphill's individual performance or contributions.
• Hemphill continues as director until the 2026 annual meeting; all other director nominees were re-elected with strong support.
• Shareholders ratified PwC as auditor and approved say-on-pay advisory vote.