John Wiley & Sons (WLY) Proxy Filing summary

Executive summary

• Achieved or exceeded financial commitments for FY2025, with robust growth in core Research and Learning segments and significant margin expansion and cash flow improvement.

• Drove strong results through AI licensing, data analytics, and knowledge services, with AI licensing revenue rising to $40M from $23M in FY2024.

• Extended reach into the corporate market, secured new AI licensing agreements with major tech and pharmaceutical companies, and increased share repurchases by 34%.

• Announced the 2025 Annual Meeting to be held virtually on September 25, 2025.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 10 directors (3 by Class A, 7 by Class B), ratification of PricewaterhouseCoopers LLP as independent auditors for FY2026, and an advisory say-on-pay vote on executive compensation.

• Shareholders of record as of July 31, 2025, are eligible to vote.

• Shareholder proposals and director nominations for the 2026 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• Board consists of 10 members, 8 of whom are independent; all committees are 100% independent.

• Board refreshment includes two new directors in 2025, with a focus on diversity, skills, and experience relevant to strategic objectives.

• Annual board and committee self-evaluations, director education, and succession planning are emphasized.

• Board leadership structure separates Chair and CEO roles; regular executive sessions held.

• No related party transactions reported for FY2025.