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.

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