John Wiley & Sons (WLY) Proxy filing summary

Executive summary

• Achieved accelerated revenue growth, margin expansion, and strong free cash flow in FY2026, with Research and AI as key growth engines.

• Completed the largest acquisition since 2007 (Emerald Publishing), expanded AI partnerships, and increased recurring AI revenue.

• Returned $174 million to shareholders, including a record $100 million in share repurchases, and raised dividends for the 32nd consecutive year.

• Entering FY2027 with momentum in research, AI, and disciplined capital deployment.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 9 director nominees, ratification of PwC as independent auditors for FY2027, and an advisory say-on-pay proposal for executive compensation.

• Shareholders of record as of July 31, 2026, are eligible to vote at the virtual annual meeting on September 24, 2026.

Board of directors and corporate governance

• Board is majority independent, with fully independent Audit, Compensation, and Governance Committees.

• Regular board refreshment, annual elections, and a mix of tenure and diversity; five of nine nominees joined in the last five years.

• Board succession planning, annual self-evaluations, and director education are emphasized.

• Dual-class share structure maintained, with ongoing engagement with shareholders and proxy advisors.