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

As described in Item 5.07 below, John Wiley & Sons, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders on September 29, 2022 (the "2022 Annual Meeting"). At the 2022 Annual Meeting, the shareholders approved the John Wiley & Sons, Inc. 2022 Omnibus Stock Plan and Long-Term Incentive Plan (the "2022 Plan"), which had been previously approved by the Board of Directors of the Company (the "Board") on August 12, 2022, subject to shareholder approval.

Employees, prospective employees, non-employee directors and consultants of the Company, its subsidiaries and affiliates are eligible for awards under the 2022 Plan.

The 2022 Plan is intended to replace the 2014 Key Employee Stock Plan (the "Prior Employee Plan") and the 2018 Director Stock Plan (the "Prior Director Plan"). A total of 6,236,462 shares of Class A Common Stock (the "Shares") may be subject to awards granted under the 2022 Plan, subject to increase for forfeitures under the Prior Employee Plan and the Prior Director Plan. Awards under the 2022 Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights (or SARs), (iii) restricted stock, (iv) restricted stock units (or RSUs), (v) performance awards (including cash) and (vi) other share-based awards. The 2022 Plan contains certain award limitations including (but not limited to) a limit on the aggregate dollar value of shares subject to awards granted under the plan, together with any cash compensation earned and paid or payable, during any calendar year to any one non-employee director.

The Board may, from time to time, alter, amend, suspend or terminate the 2022 Plan as it may deem advisable, subject to any requirement for shareholder approval imposed by applicable law, including the rules and regulations of the principal securities market on which the Company's Shares are traded. The Board may not, without shareholder approval, amend the 2022 Plan to increase the number of Shares that may be the subject of awards under the 2022 Plan (except for permitted anti-dilution adjustments under the 2022 Plan), expand the types of awards available under the 2022 Plan, or materially expand the class of persons eligible to participate in the 2022 Plan, in addition to other limitations. No amendments to, or termination of, the 2022 Plan may materially impair the rights of a participant under any award previously granted without such participant's consent.

The effective date of the 2022 Plan is September 29, 2022.

This description of the 2022 Plan is qualified in its entirety by the full and complete terms of the 2022 Plan, a copy of which was filed as Exhibit A to the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 17, 2022 and is incorporated herein by reference.

Item 5.07 - Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders (the "Annual Meeting") of the Company was held on September 29, 2022. Shareholders voted as follows on the matters presented for a vote.



Proposal 1: At the Annual Meeting, the holders of 43,837,461 shares of the
Company's Class A Common Stock were represented in person or by proxy
constituting a quorum. The tabulation below sets forth the voting results for
each Class A Director:


                      FOR        WITHHELD    Broker Non-Votes
Beth Birnbaum      40,954,281     706,448        2,176,732
David C. Dobson    38,235,788    3,424,941       2,176,732
Brian O. Hemphill  41,115,982     544,747        2,176,732
Inder M. Singh     41,065,017     595,712        2,176,732

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At the Annual Meeting, the holders of 8,719,647 shares of the Company's Class B Common Stock were represented in person or by proxy constituting a quorum. The tabulation below sets forth the voting results for each Class B Director:



                            FOR                   WITHHELD             Broker Non-Votes

Brian A. Napack          8,560,413                   786                    158,448
Jesse C. Wiley           8,560,413                   786                    158,448
Mari J. Baker            8,547,806                  13,393                  158,448
George Bell              8,560,392                   807                    158,448
Laurie A. Leshin         8,548,816                  12,383                  158,448
Raymond W.
McDaniel, Jr.            8,560,413                   786                    158,448
William J. Pesce         8,560,413                   786                    158,448

Proposal 2: At the Annual Meeting, the holders of 13,103,393 of Class A and Class B shares combined were represented in person or by proxy constituting a quorum, to ratify the appointment by the Board of Directors of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2023; tabulation as follows:



   FOR       AGAINST   ABSTAIN
12,956,532   142,526    4,335

Proposal 3: At the Annual Meeting, the holders of 13,103,393 of Class A and Class B combined shares were represented in person or by proxy constituting a quorum, to consider and approve, on a non-binding advisory basis, the compensation of the Company's named executive officers; tabulation as follows:




   FOR       AGAINST   ABSTAIN   Broker Non-Votes
12,565,891   157,109    4,272        376,121

Proposal 4: At the Annual Meeting, the holders of 13,103,393 of Class A and Class B combined shares were represented in person or by proxy constituting a quorum, to consider and approve the John Wiley & Sons, Inc. 2022 Omnibus Stock Plan and Long-Term Incentive Plan; tabulation as follows:



   FOR       AGAINST   ABSTAIN   Broker Non-Votes
12,598,363   126,776    2,133        376,121

Item 9.01 Financial Statements and Exhibits.

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).

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