---
schema_version: "secwatch.filing_event.v1"
accession: "0000107140-25-000175"
form_type: "8-K"
ticker: "WLY"
cik: "0000107140"
company_name: "JOHN WILEY & SONS, INC."
filed_at: "2025-10-01T23:59:59+00:00"
generated_at: "2026-05-17T05:02:25.075456+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0000107140-25-000175
- form_type: 8-K
- ticker: WLY
- cik: 0000107140
- company_name: JOHN WILEY & SONS, INC.
- filed_at: 2025-10-01T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/107140/000010714025000175/0000107140-25-000175-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/107140/000010714025000175/jwa-20250925.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000107140-25-000175
- JSON: https://secwatch.observer/filing/0000107140-25-000175.json
- Plain text: https://secwatch.observer/filing/0000107140-25-000175.txt

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.