John Wiley & Sons (WLY) Proxy Filing summary

Executive summary

• Fiscal 2024 was a pivotal year, marked by a sharpened focus on core Research and Learning, divestiture of non-core assets, and organizational streamlining to drive profitability and efficiency.

• Leadership transition included the appointment of a new President and CEO after a formal succession process, with a focus on continuity and alignment with company mission and culture.

• The company exceeded guidance for Adjusted EBITDA and Adjusted EPS, despite a 7% decline in GAAP revenue due to divestitures and restructuring charges.

• Adjusted revenue was $1.6B (down 1%), Adjusted EBITDA $369M (down 3%), and Free Cash Flow $114M (down 34%) compared to the prior year.

• The company continues to prioritize AI-driven innovation, sustainability, and value creation for stakeholders.

Voting matters and shareholder proposals

• Shareholders will vote to elect 10 directors (3 by Class A, 7 by Class B), ratify PricewaterhouseCoopers LLP as independent auditors for FY2025, and approve executive compensation on an advisory basis.

• The Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• 8 of 10 directors are independent; 20% are female and 20% ethnically diverse.

• Board succession planning, annual self-evaluations, and director education are emphasized.

• Separate Chair and CEO roles; strong focus on diversity, tenure mix, and director independence.

• No related party transactions in FY2024; robust policy for review and approval of such transactions.

• Five standing committees: Audit, Compensation, Governance, Executive, and Technology, all composed of independent directors.