FALSE000010714000001071402025-02-282025-02-280000107140us-gaap:CommonClassAMember2025-02-282025-02-280000107140us-gaap:CommonClassBMember2025-02-282025-02-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
February 28, 2025
(Date of Report)
(Date of earliest event reported)
JOHN WILEY & SONS, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
001-1150713-5593032
(Commission File Number)(IRS Employer Identification No.)
111 River Street, Hoboken New Jersey
07030
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
(201) 748-6000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $1.00 per shareWLYNew York Stock Exchange
Class B Common Stock, par value $1.00 per shareWLYBNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

John Wiley & Sons, Inc. (the “Company”) issued a press release today, March 5, 2025, announcing that the Board of Directors (the “Board”) has elected Dr. Karen N. Madden, to join the Board effective February 28, 2025. The Board has determined that Dr. Madden is “independent” pursuant to the rules of the New York Stock Exchange ("NYSE") and other governing laws and applicable regulations. Further, the Board has appointed Dr. Madden to the Audit Committee of the Board.

As a non-employee director of the Company, Dr. Madden is eligible to participate in the Company’s non-employee director compensation program, pursuant to which she will receive an (i) annual cash retainer of $85,000, and (ii) annual award of restricted Class A Common Stock equal to $130,000, with the amount of shares granted based on the stock price of the Company’s Class A Common Stock at the close of the NYSE on the date of grant. Pursuant to the Company’s 2022 Omnibus Stock and Long-Term Incentive Plan (the “Plan”), such restricted shares granted vest on the earliest of (i) the day before the next Annual Meeting following the grant, (ii) the non-employee director’s death or disability, or (iii) a Change in Control. Dr. Madden is eligible to participate and may defer all or a portion of her annual cash retainer fees and annual stock award. Dr. Madden is also eligible to participate in the Company’s Matching Gift Program.

There were no arrangements or understandings between Dr. Madden and any other persons pursuant to which Dr. Madden was selected as a director. Dr. Madden does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 - Press release dated March 5, 2025, announcing appointment to the Board of Directors.

104 - Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
JOHN WILEY & SONS, INC.
(Registrant)
By
/s/ Matthew S. Kissner
Matthew S. Kissner
President and Chief Executive Officer
By/s/ Christopher F. Caridi
Christopher F. Caridi
Senior Vice President, Global Corporate Controller and Chief Accounting Officer and Interim Chief Financial Officer
Dated: March 5, 2025



Wiley appoints Karen N. Madden, Ph.D., to its Board of Directors

MilliporeSigma Chief Technology Officer Brings Extensive Science, Technology, and Innovation Leadership Experience

HOBOKEN, N.J. – March 5, 2025 – Wiley (NYSE: WLY), one of the world’s largest publishers and a trusted leader in research and learning, today announced the appointment of Karen N. Madden, Ph.D., to its Board of Directors. Madden is Senior Vice President and Chief Technology Officer at MilliporeSigma, the U.S. and Canada Life Science business of Merck KGaA, Darmstadt, Germany.

At MilliporeSigma, Madden shapes the Technology Roadmap and long-term R&D strategy, systematically exploring emerging opportunities that lead to breakthrough innovations. She leads the Life Science Innovation Board, ensuring a balance of long-term, high-impact programs with short-term, critical growth projects. Madden is also a member of MilliporeSigma’s Life Science Executive Team responsible for the overall leadership and governance of the more than $9 billion Life Science Business.

"Dr. Madden's extensive experience in science, technology, and innovation makes her an exceptional addition to our Board of Directors," said Matthew Kissner, President & CEO of Wiley. "Her strategic vision, expertise in driving innovation, and experience across the research and development process will be invaluable as we continue to transform our business and deliver trusted content and services that drive progress."

Madden actively engages with the global scientific community by building and managing relationships with key universities, start-up companies, customers, and industry organizations. She also serves as the U.S. Country Speaker for Merck KGaA, Darmstadt, Germany, representing the Group's strategic needs in the U.S. while driving collaboration among U.S.-based employees.

"I am honored to join Wiley's Board of Directors and contribute to an organization that for 218 years has helped shape global knowledge," said Madden. "In today's information landscape, Wiley's role in bringing vital research to the world and leveraging its authoritative content and data to benefit society, resonates deeply with me. I look forward to helping the company continue to innovate and grow."

Prior to joining MilliporeSigma, Madden served as Senior Vice President and Chief Innovation Officer at PerkinElmer, where she was responsible for driving innovation across all the company's businesses and end markets.

"Karen brings a wealth of knowledge in R&D and innovation that will be tremendously valuable to Wiley," said Jesse Wiley, Board Chair. "Her connection to the global research community and expertise in science and technology align perfectly with our commitment to advancing knowledge. We're thrilled to welcome her to our Board."

Madden earned her Ph.D. from Rutgers University Center for Advanced Biotechnology and Medicine in chemistry with a focus in molecular biology, biochemistry, and biophysics. She received her Master of Science in chemistry from the University of Pennsylvania and a Bachelor of Arts in chemistry with a focus in biochemistry from Boston University. She currently serves on the Board of the Analytical, Life Science, and Diagnostics Association and the New England Council and the Greater Boston Chamber of Commerce.




About the Life Science business of Merck KGaA, Darmstadt, Germany
The Life Science business of Merck KGaA, Darmstadt, Germany, which operates as MilliporeSigma in the U.S. and Canada, has more than 28,000 employees and more than 55 total manufacturing and testing sites worldwide, with a portfolio of more than 300,000 products focused on scientific discovery, biomanufacturing and testing services. Merck KGaA, Darmstadt, Germany, a leading science and technology company, operates across healthcare, life science and electronics.

Around 63,000 employees work to make a positive difference to millions of people’s lives every day by creating more joyful and sustainable ways to live. From providing products and services that accelerate drug development and manufacturing as well as discovering unique ways to treat the most challenging diseases to enabling the intelligence of devices – the company is everywhere. In 2023, Merck KGaA, Darmstadt, Germany, generated sales of € 21 billion in 65 countries.

The company holds the global rights to the name and trademark “Merck” internationally. The only exceptions are the United States and Canada, where the business sectors of Merck KGaA, Darmstadt, Germany, operate as MilliporeSigma in life science, EMD Serono in healthcare and EMD Electronics in electronics. Since its founding in 1668, scientific exploration and responsible entrepreneurship have been key to the company’s technological and scientific advances. To this day, the founding family remains the majority owner of the publicly listed company. For more information about Merck KGaA, Darmstadt, Germany, visit www.emdgroup.com.

About Wiley
Wiley (NYSE: WLY) is one of the world's largest publishers and a trusted leader in research and learning. Our industry-leading content, services, platforms, and knowledge networks are tailored to meet the evolving needs of our customers and partners, including researchers, students, instructors, professionals, institutions, and corporations. For more than two centuries, Wiley has been delivering on its timeless mission to unlock human potential. Visit us at Wiley.com. Follow us on Facebook, X, LinkedIn and Instagram.

Contact: newsroom@wiley.com

v3.25.0.1
Cover
Feb. 28, 2025
Entity Listings [Line Items]  
Document Type 8-K
Document Period End Date Feb. 28, 2025
Entity Registrant Name JOHN WILEY & SONS, INC.
Entity Incorporation, State or Country Code NY
Entity File Number 001-11507
Entity Tax Identification Number 13-5593032
Entity Address, State or Province NJ
Entity Address, City or Town Hoboken
Entity Address, Address Line One 111 River Street
Entity Address, Postal Zip Code 07030
Local Phone Number 748-6000
City Area Code 201
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000107140
Common Class A  
Entity Listings [Line Items]  
Title of 12(b) Security Class A Common Stock, par value $1.00 per share
Trading Symbol WLY
Security Exchange Name NYSE
Common Class B  
Entity Listings [Line Items]  
Title of 12(b) Security Class B Common Stock, par value $1.00 per share
Trading Symbol WLYB
Security Exchange Name NYSE
John Wiley and Sons (NYSE:WLYB)
Historical Stock Chart
From Feb 2025 to Mar 2025 Click Here for more John Wiley and Sons Charts.
John Wiley and Sons (NYSE:WLYB)
Historical Stock Chart
From Mar 2024 to Mar 2025 Click Here for more John Wiley and Sons Charts.