JOHN Wiley & SONS, Inc.

Publishing • Communication Services • Hoboken, NJ, United States • WLYB (NYQ)

201 748 6000 111 River Street, Hoboken, NJ 07030-5774, United States

Quarter: Q3 2025 Reported: October 1, 2025 Sentiment: Neutral

John Wiley & Sons, Inc., a publisher, provides authoritative content, data-driven insights, and knowledge services for the advancement of science, innovation, and learning in the United States, China, the United Kingdom, Japan, Australia, and internationally. The company's Research segment provides scientific, technical, medical, and scholarly journals, as well as related content and services in the areas of physical sciences and engineering, health sciences, social sciences, and humanities, and life sciences. This segment sells its products direct to research libraries and library consortia, as well as to researchers and professional society members, and other customers; and through independent subscription agents. The company's Learning segment offers scientific, professional, and education print and digital books; digital courseware to support students and instructors, and assessment services for businesses and professionals. This segment sells its products and services to business and leadership, technology, behavioral health, engineering/architecture, science, and professional education categories through brick-and-mortar and online retailers, wholesalers who supply such bookstores, college bookstores, individual practitioners, corporations, distributor networks, and government agencies. John Wiley & Sons, Inc. was founded in 1807 and is headquartered in Hoboken, New Jersey.

Analysis Summary

John Wiley & Sons, Inc. conducted its Annual Meeting of Shareholders on September 25, 2025, with strong shareholder participation (over 96% for Class A and 98% for Class B shares). The meeting primarily focused on corporate governance matters, as no financial performance data or earnings results were discussed in this 8-K filing.

**Strategic Initiatives and Business Segment Analysis:** The provided transcript, being an 8-K filing for an Annual Meeting, does not contain information regarding strategic initiatives, business segment performance, competitive positioning, or market trends. It focuses solely on shareholder voting outcomes.

**Management Commentary and Forward Guidance:** No management commentary on operational performance, future outlook, or financial guidance was included in this document.

**Competitive Positioning and Market Trends:** This information is not available in the provided Annual Meeting transcript.

**Risk Factors and Concerns Raised:** A notable concern arose from the re-election of Mr. Brian Hemphill, who received a greater number of 'withheld' votes than 'for' votes from Class A shareholders. Although he tendered his resignation in accordance with corporate governance principles, the Board, upon recommendation from the Governance Committee, declined to accept it. The Board cited Mr. Hemphill's extensive executive leadership experience, dedicated service, institutional knowledge, and diverse skill set as reasons for his continued service, attributing the voting outcome to proxy advisory firm recommendations rather than his individual performance. This situation highlights potential shareholder dissent regarding a specific director, which the Board chose to override for perceived stability and expertise.

**Analyst Q&A Highlights:** As this was an Annual Meeting 8-K filing, there was no analyst Q&A session.

Key Highlights

• All director nominees were re-elected at the Annual Meeting on September 25, 2025.
• Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026.
• The non-binding advisory vote on named executive officer compensation was approved by shareholders.
• Director Brian O. Hemphill received more 'withheld' votes than 'for' votes for his re-election.
• Mr. Hemphill tendered his resignation, but the Board declined to accept it, citing his value and attributing the vote to proxy advisory firm recommendations.
• High shareholder participation rates were observed (96.04% for Class A, 98.7% for Class B).

Financial Metrics

eps

YoY: Not available in transcript

revenue

N/A

YoY: Not available in transcript

guidance

net income

N/A

YoY: Not available in transcript

Stock Performance (90 Days)

Data through Dec 26, 2025

Positive Signals

• Board stability maintained with all directors re-elected.
• Shareholders ratified the independent auditor, indicating confidence in financial oversight.
• Executive compensation plan received shareholder approval.
• Board's clear rationale for retaining a director despite dissenting votes, emphasizing continuity and experience.

Risks & Concerns

— Significant 'withheld' votes for a director (Brian O. Hemphill) indicate a level of shareholder dissatisfaction or concern.
— Board's decision to override shareholder vote on a director could be perceived negatively by some governance advocates.
— Potential for future proxy advisory firm recommendations to continue influencing shareholder votes on directors.
— Lack of detailed financial performance or forward guidance in this filing limits investor insight into operational health.