secwatch.observer — SEC 8-K summary
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Issuer:     JOHN WILEY & SONS, INC. (WLY)
CIK:        0000107140
Form:       8-K
Filed at:   2025-10-01T23:59:59+00:00
Accession:  0000107140-25-000175
Event type: other
Sentiment:  neutral
Materiality: 0.50
Item codes: 5.07, 8.01, 9.01
LLM model:  deepseek-v4-flash:cloud@v2

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

Source:
  EDGAR index:    https://www.sec.gov/Archives/edgar/data/107140/000010714025000175/0000107140-25-000175-index.htm
  Primary doc:    https://www.sec.gov/Archives/edgar/data/107140/000010714025000175/jwa-20250925.htm
  HTML page:      https://secwatch.observer/filing/0000107140-25-000175

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