JOHN WILEY & SONS, INC. (Form: 10-K/A, Received: 09/04/2020 10:17:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: April 30, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-11507

JOHN WILEY & SONS, INC.

(Exact name of Registrant as specified in its charter)

New York		13-5593032
State or other jurisdiction of incorporation or organization		I.R.S. Employer Identification No.

111 River Street, Hoboken, NJ		07030
Address of principal executive offices		Zip Code

(201) 748-6000

Registrant’s telephone number including area code

Securities registered pursuant to Section 12(b) of the Act: Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $1.00 per share	JW.A	New York Stock Exchange
Class B Common Stock, par value $1.00 per share	JW.B	New York Stock Exchange

	Securities registered pursuant to Section 12(g) of the Act:
	None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last business day of the registrant’s most recently completed second fiscal quarter, October 31, 2019, was approximately $2,040 million. The registrant has no non-voting common stock.

The number of shares outstanding of the registrant’s Class A and Class B Common Stock as of May 31, 2020 was 46,767,784 and 9,094,674, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on September 24, 2020, are incorporated by reference into Part III of this Form 10-K.

EXPLANATORY NOTE

John Wiley & Sons, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2020 (the “Original Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 26, 2020 (the “Original Filing Date”). The sole purpose of this Amendment is to amend the Exhibits contained in Item 15(a)(3) of Part IV of the Original Filing to include Exhibit 4.1, Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, which was inadvertently omitted in the Original Filing.

This Amendment is an exhibit-only filing. Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.

Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Documents filed as a part of this Annual Report on Form 10-K:

(1) Financial Statements

See Index to Consolidated Financial Statements and Schedule of this Annual Report on Form 10-K.

(2) Financial Statement Schedule

See Schedule II - Valuation and Qualifying Accounts and Reserves - Years Ended April 30, 2020, 2019 and 2018 of this Annual Report on Form 10-K. The other schedules are omitted as they are not applicable, or the amounts involved are not material.

(3) Exhibits

(a)	See Index to Consolidated Financial Statements and Schedule of this Annual Report on Form 10-K and are filed as part of this report.
(b)	Exhibits
3.1	Restated Certificate of Incorporation (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 1992).
3.2	Certificate of Amendment of the Certificate of Incorporation dated October 13, 1995 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 1996).
3.3	Certificate of Amendment of the Certificate of Incorporation dated as of September 1998 (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended October 31, 1998).
3.4	Certificate of Amendment of the Certificate of Incorporation dated as of September 1999 (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended October 31, 1999).
3.5	Amended and Restated By-Laws dated as of September 2007 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2018).
4.1 *	Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended.
10.1	Amended and Restated Credit Agreement dated May 30, 2019, among the Company and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, and the lenders and other agents party thereto (incorporated by reference to the Company's Report on Form 8-K filed on June 5, 2019).
10.2	Agreement of the Lease dated as of July 14, 2014 between Hub Properties Trust as Landlord, an independent third party and John Wiley and Sons, Inc as Tenant (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended July 31, 2014).
10.3	2018 Director Stock Plan (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2019).
10.4	2014 Executive Annual Incentive Plan (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended October 31, 2014).
10.5	Amended 2014 Key Employee Stock Plan (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended October 31, 2014).
10.6	Supplemental Executive Retirement Plan as Amended and Restated effective as of January 1, 2009 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2010).
10.7	Amendments A and B to the Supplemental Executive Retirement Plan as Amended and Restated Effective January 1, 2009 (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended July 31, 2010).
10.8	Resolution amending the Supplemental Executive Retirement Plan to Cease Accruals and Freeze Participation effective June 30, 2013 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2013)
10.9	Supplemental Benefit Plan Amended and Restated as of January 1, 2009, including amendments through August 1, 2010 (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended January 31, 2011).
10.10	Resolution amending the Supplemental Benefit (Retirement) Plan to Cease Accruals and Freeze Participation effective June 30, 2013 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2013).
10.11	Deferred Compensation Plan as Amended and Restated Effective as of January 1, 2008 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2010).
10.12	Resolution amending the Deferred Compensation Plan effective July 1, 2013 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2013).
10.13	Deferred Compensation Plan for Directors' 2005 & After Compensation (incorporated by reference to the Report on Form 8-K, filed December 21, 2005).
10.14	Form of the Fiscal Year 2020 Qualified Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2019).
10.15	Form of the Fiscal Year 2020 Qualified Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2019).
10.16	Form of the Fiscal Year 2020 Executive Annual Strategic Milestones Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2019).
10.17	Form of the Fiscal Year 2019 Qualified Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2018).
10.18	Form of the Fiscal Year 2019 Qualified Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2018).
10.19	Form of the Fiscal Year 2019 Executive Annual Strategic Milestones Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2018).
10.20	Form of the Fiscal Year 2018 Qualified Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2017).
10.21	Form of the Fiscal Year 2018 Qualified Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2017).
10.22	Form of the Fiscal Year 2018 Executive Annual Strategic Milestones Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2017).
10.23	Senior Executive Employment Agreement to Arbitrate dated as of April 29, 2003 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2003).
10.24	Senior Executive Non-competition and Non-Disclosure Agreement dated as of April 29, 2003 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2003).
10.25	Senior Executive Employment Agreement dated as of April 15, 2015 between Mark Allin and the Company (incorporated by reference to the Company's Report on Form 8-K dated as of April 15, 2015).
10.26	Separation and Release Agreement, effective June 9, 2017, between Mark Allin, former President and Chief Executive Officer and the Company (incorporated by reference to the Company’s Report on Form 10-Q for the period ended July 31, 2017).
10.27	Senior executive Employment Agreement dated as of May 20, 2013 between John A. Kritzmacher and the Company (incorporated by reference to the Company's Report on Form 8-K dated as of June 4, 2013).
10.28	Addendum to the Employment Agreement, effective June 26, 2017, between John A. Kritzmacher, and the Company (incorporated by reference to the Company’s Report on Form 10-Q for the period ended July 31, 2017).
10.29	Senior executive Employment Agreement letter dated as of March 15, 2004, between Gary M. Rinck and the Company (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2011).
10.30	Employment Letter dated September 26, 2016 between Judy Verses, Executive Vice President, and the Company (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2019).
10.31	Employment Letter dated October 12, 2017 between Brian A. Napack, President and Chief Executive Officer, and the Company (incorporated by reference to the Company’s Report on Form 10-Q for the period ended October 31, 2017).
10.32	Employment Letter dated February 5, 2019 between Matthew Kissner, Group Executive, and the Company (incorporated by reference to the Company’s Report on Form 8-K filed on February 7, 2019).
21	List of Subsidiaries of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K filed on June 26, 2020).
23	Consent of KPMG LLP (incorporated by reference to the Company’s Annual Report on Form 10-K filed on June 26, 2020).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on June 26, 2020).
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on June 26, 2020).
31.3 *	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4 *	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on June 26, 2020).
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on June 26, 2020).
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		JOHN WILEY & SONS, INC.
		(Company)

Dated: September 4, 2020	By:	/s/ Brian A. Napack
		Brian A. Napack
		President and Chief Executive Officer


	By:	/s/ John A. Kritzmacher
		John A. Kritzmacher
		Executive Vice President, Chief Financial Officer, and Interim Chief Accounting Officer

Exhibit 4.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

The following is a description of the common stock (our “Common Stock”) of John Wiley & Sons, Inc. (the “Company,” “we,” “us,” or “our”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description is a summary and is qualified in its entirety by reference to our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and our Amended and Restated By-laws (the “By-laws”), each of which are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. We encourage you to read our Certificate of Incorporation, our By-laws, and the applicable provisions of the New York Business Corporation Law for additional information.

Authorized and Outstanding Capital Stock

Our authorized capital stock consists of: (i) 180,000,000 shares of Class A Common Stock, par value $1.00 per share (our “Class A Common Stock”), (ii) 72,000,000 shares of Class B Common Stock, par value $1.00 per share (our “Class B Common Stock”), and (iii) 2,000,000 shares of Preferred Stock, par value $1.00 per share, issuable in one or more series (our “Preferred Stock”). As of May 31, 2020, 46,767,784 shares of our Class A Common Stock were outstanding, 9,094,674 shares of our Class B Common Stock were outstanding, and no shares of our Preferred Stock were outstanding. The Class A Common Stock and Class B Common Stock will hereinafter collectively be referred to as “Common Stock.”

Common Stock

The shares of Class A Common Stock and Class B Common Stock are identical in all respects, except for voting rights, dividend rights, distribution rights, and certain conversion rights.

Voting Rights

Each share of Class A Common Stock entitles the holder to one-tenth (1/10) of one vote on each matter submitted to a vote of our stockholders and each share of Class B Common Stock entitles the holder to one vote on each such matter, including the election of directors. The holders of Class A Common Stock are entitled to elect 30% of the entire Board of Directors and if 30% of the authorized number of directors is not a whole number, the holders of Class A Common Stock are entitled to elect the nearest higher whole number of directors that is at least 30% of such membership. The holders of Class B Common Stock are entitled to elect the remaining directors (excluding any directors the holders of Preferred Stock may be entitled to elect). There is no cumulative voting.

If the number of issued and outstanding shares of Class B Common Stock is less than 300,000 at any time, then the rights, preferences and limitations of the holders of Class A Common Stock and Class B Common Stock will thereafter be identical, and such holders will vote as a single class upon all matters.

Dividend Rights

The holders of our Common Stock are entitled to receive dividends when and as declared by the Board of Directors out of earnings or assets of the Company legally available therefore for distribution to stockholders. Whenever a dividend is paid to holders of Class B Common Stock, the holders of Class A Common Stock will receive a dividend per share at least equal to the dividend per share paid to the holders of Class B Common Stock. The Company may pay dividends to holders of Class A Common Stock in excess of dividends paid, or without paying dividends to, holders of Class B Common Stock.

Distribution Rights

If at any time a distribution is to be paid in Class A Common Stock, Class B Common Stock or any other securities of the Company, the same distribution will be made with respect to each share of Class A Common Stock and each share of Class B Common Stock, except one or more shares of Class A Common Stock may be distributed to each share of Class A Common Stock outstanding and the same number of shares of Class B Common Stock may be distributed to each share of Class B Common stock outstanding.

Conversion Rights

Class A Common Stock has no conversion rights. Each holder of Class B Common Stock may at any time, in such holder’s sole discretion and option, convert any whole number of Class B Common Stock shares into Class A Common Stock on a one-for-one basis.

Preemptive and Other Rights

The holders of our Common Stock are not entitled to preemptive or other rights to purchase, subscribe for, or take any part of any stock of the Company issued, optioned, or sold by it after the Company’s incorporation. There are no sinking fund provisions.

Preferred Stock

Shares of our Preferred Stock may be issued from time to time by authorization of the Board of Directors and without the necessity of further action or authorization by our stockholders, in one or more series, and with such relative rights, preferences and limitations, as the Board of Directors may, in its discretion, determine, including, but not limited to: (i) the number of shares to constitute such series and the distinctive designation of such series; (ii) the dividend rate for such series and any restrictions, limitation and conditions upon the payment of such dividends; (iii) whether the shares will be redeemable and, if so, the terms, conditions, limitations and restrictions to such redemption; (iv) the rights of the shares in the event of a liquidation, dissolution, or winding up of the Company; (v) whether the shares will be subject to the operation of a purchase, retirement or sinking fund, and, if so, the terms conditions, limitations and restrictions with respect thereto; (vi) any conversion or exchange rights; and (vii) voting rights, if any, in addition to the voting rights provided by law.

Liquidation Rights

In the event of our liquidation, dissolution or winding up, after the payment of our debts and other liabilities and after satisfaction in full of the liquidation preferences of holders of any Preferred Stock, if any, holders of Common Stock are entitled to ratable distribution of the remaining assets available for distribution to stockholders.

Anti-Takeover Effects of the Certificate of Incorporation and By-Laws

Certain provisions in the Company’s Certificate of Incorporation and By-laws described below may have the effect of delaying, deferring or preventing a change of control in the Company:

• The Board of Directors is authorized to issue Preferred Stock without stockholder approval;

• The Board of Directors may adopt, amend or repeal the By-laws without stockholder approval;

• The By-laws specify advanced notice procedures that stockholders must follow in order to bring business at an annual meeting of stockholders; and

• Special meeting of stockholders, unless otherwise provided by law, may be called only by (i) the Board of Directors or (ii) the Chairman, and not at the request of any other person or persons.