ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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State or other jurisdiction of incorporation or organization
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I.R.S. Employer Identification No.
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Address of principal executive offices
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Zip Code
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(
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Registrant’s telephone number including area code
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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(a)
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See Index to Consolidated Financial Statements and Schedule of this Annual Report on Form 10-K and are filed as part of this report.
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(b)
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Exhibits
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3.1
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Restated Certificate of Incorporation (incorporated by reference to the Company's
Report on Form 10-K for the year ended April 30, 1992).
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3.2
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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).
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3.3
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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).
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3.4
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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).
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3.5
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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).
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4.1 *
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Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended.
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10.1
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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).
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10.2
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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).
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10.3
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2018 Director Stock Plan (incorporated by reference to the Company's Report on Form
10-K for the year ended April 30, 2019).
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10.4
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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).
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10.5
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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).
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10.6
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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).
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10.7
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10.8
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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)
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10.9
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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).
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10.10
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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).
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10.11
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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).
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10.12
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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).
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10.13
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Deferred Compensation Plan for Directors' 2005 & After Compensation
(incorporated by reference to the Report on Form 8-K, filed December 21, 2005).
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10.14
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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).
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10.15
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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).
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10.16
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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).
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10.17
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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).
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10.18
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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).
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10.19
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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).
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10.20
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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).
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10.21
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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).
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10.22
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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).
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10.23
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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).
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10.24
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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).
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10.25
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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).
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10.26
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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).
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10.27
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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).
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10.28
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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).
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10.29
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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).
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10.30
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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).
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10.31
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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).
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10.32
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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).
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21
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List of Subsidiaries of the Company (incorporated by reference to the Company’s
Annual Report on Form 10-K filed on June 26, 2020).
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23
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Consent of KPMG LLP (incorporated by reference to the Company’s Annual Report on Form
10-K filed on June 26, 2020).
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31.1
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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).
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31.2
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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).
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31.3 *
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.4 *
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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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).
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32.2
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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).
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101.INS
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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).
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document.
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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*
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Filed herewith
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JOHN WILEY & SONS, INC.
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(Company)
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Dated: September 4, 2020
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By:
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/s/ Brian A. Napack
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Brian A. Napack
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President and Chief Executive Officer
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By:
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/s/ John A. Kritzmacher
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John A. Kritzmacher
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Executive Vice President, Chief Financial Officer, and Interim Chief Accounting Officer
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