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JOHN WILEY & SONS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and JOHN WILEY & SONS INC.’s Form 8-K, filed October 3, 2023 (Item 5.07 on EDGAR). Page generated October 14, 2026.

17Reported items
300Asset managers
2,527Fund votes
September 28, 2023Meeting date

Results at a glance

Meeting of September 28, 2023: 12 items on JOHN WILEY & SONS INC.’s Form 8-K, filed October 3, 2023: 12 without a stated outcome.

Material dissent

Elect Director: Beth Birnbaum 59% of votes cast Outcome not stated Director under 80%
Elect Director: Brian O. Hemphill 74% of votes cast Outcome not stated Director under 80%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore JOHN WILEY & SONS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by JOHN WILEY & SONS INC.

These tallies are JOHN WILEY & SONS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed October 3, 2023 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

JOHN WILEY & SONS INC. — official shareholder meeting results, meeting held September 28, 2023
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Beth Birnbaum	24,622,690	--	--	16,908,158	2,022,919	59%	Not verified	—
Elect Director: Brian O. Hemphill	30,800,931	--	--	10,729,917	2,022,919	74%	Not verified	—
Elect Director: Inder M. Singh	40,007,785	--	--	1,523,063	2,022,919	96%	Not verified	—
Elect Director: Mari J. Baker	8,543,476	--	--	79,263	141,421	99.0%	Not verified	—
Elect Director: George Bell	8,620,543	--	--	2,196	141,421	99.9%	Not verified	—
Elect Director: David C. Dobson	8,620,543	--	--	2,196	141,421	99.9%	Not verified	—
Elect Director: Raymond W. McDaniel, Jr.	8,619,581	--	--	3,158	141,421	99.9%	Not verified	—
Elect Director: Brian A. Napack	8,620,555	--	--	2,184	141,421	99.9%	Not verified	—
Elect Director: William J. Pesce	8,620,555	--	--	2,184	141,421	99.9%	Not verified	—
Elect Director: Jesse C. Wiley	8,620,555	--	--	2,184	141,421	99.9%	Not verified	—
2. Ratification of the Appointment of Independent Registered Public Accounting Firm The shareholders (with Class A and Class B common shareholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, of PricewaterhouseCoop	13,073,657	26,931	18,949	--	--	99.7%	Not verified	—
4. Non-Binding Advisory Vote on the Compensation of Named Executive Officers The shareholders (with Class A and Class B common shareholders voting together) approved the advisory resolution on the compensation of the Company's named executive officers	12,554,051	204,314	17,459	--	343,713	98%	Not verified	—

Source: JOHN WILEY & SONS INC., Form 8-K, filed with the SEC on October 3, 2023 — read the filing on EDGAR.

How asset managers voted at the JOHN WILEY & SONS INC. 2023-2024 meeting

Each item below shows how the 300 asset managers that disclosed a JOHN WILEY & SONS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of JOHN WILEY & SONS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Beth Birnbaum

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

59% Majority: yes · of votes cast

FOR 59%WITHHELD

FOR: 24,622,690WITHHELD: 16,908,158

Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: The election as directors of all nominees listed below, except as marked to the contrary. Nominees: Beth A. Birnbaum

JOHN WILEY & SONS INC.’s own tally for this item (“Elect Director: Beth Birnbaum”): 24,622,690 for, 16,908,158 withheld, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 59% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 13,725,698 for, 9,284,055 withheld, 376,034 abstained, 35,739 not voted, 39 unknown.

FORWITHHOLD

FOR: 13,725,698ABSTAIN: 376,034WITHHOLD: 9,284,055NOT VOTED: 35,739UNKNOWN: 39

Largest asset managers voting on “The election as directors of all nominees listed below, except as marked to the contrary. Nominees: Beth A. Bi” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	5,294,827	136,318	0	For
BlackRock	5,203,197	0	0	For
State Street	109,110	0	3,839,438	Withhold
Dimensional	0	0	1,361,388	Withhold
ALPS Series Trust	1,090,000	0	0	For
Fidelity	38,459	0	819,610	Withhold
Advisors' Inner Circle Fund II	835,000	8,581	0	For
Charles Schwab	0	0	562,577	Withhold
OLD WESTBURY FUNDS INC	0	0	445,000	Withhold
WILLIAM BLAIR FUNDS	0	0	289,226	Withhold
Goldman Sachs	0	0	288,018	Withhold
JPMorgan	254,271	0	0	For
Victory Capital	0	0	252,780	Withhold
Columbia Threadneedle	0	0	216,386	Withhold
ProShares	0	0	216,269	Withhold
TIAA	0	0	165,477	Withhold
Jackson National	132,965	11,766	0	Mixed
BNY Mellon	130,588	0	0	For
Bridge Builder Trust	123,653	6,630	0	Mixed
Empower	0	0	87,157	Withhold
Equitable	71,946	0	50,800	Mixed
OPTIMUM FUND TRUST	0	115,436	0	Abstain
Prudential/PGIM	52,541	0	41,132	Mixed
AMERICAN BEACON FUNDS	90,158	0	0	For
SEI	0	0	78,244	Withhold

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

2. Elect Director: Brian O. Hemphill

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

74% Majority: yes · of votes cast

FOR 74%WITHHELD

FOR: 30,800,931WITHHELD: 10,729,917

Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: The election as directors of all nominees listed below, except as marked to the contrary. Nominees: Brian O. Hemphill

JOHN WILEY & SONS INC.’s own tally for this item (“Elect Director: Brian O. Hemphill”): 30,800,931 for, 10,729,917 withheld, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 74% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 18,277,691 for, 4,745,701 withheld, 362,395 abstained, 35,739 not voted, 39 unknown.

FORWITHHOLD

FOR: 18,277,691ABSTAIN: 362,395WITHHOLD: 4,745,701NOT VOTED: 35,739UNKNOWN: 39

Largest asset managers voting on “The election as directors of all nominees listed below, except as marked to the contrary. Nominees: Brian O. H” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	5,294,827	136,318	0	For
BlackRock	5,203,197	0	0	For
State Street	3,809,139	0	139,409	For
Dimensional	0	0	1,361,388	Withhold
ALPS Series Trust	1,090,000	0	0	For
Fidelity	38,459	0	819,610	Withhold
Advisors' Inner Circle Fund II	835,000	8,581	0	For
Charles Schwab	562,577	0	0	For
OLD WESTBURY FUNDS INC	0	0	445,000	Withhold
WILLIAM BLAIR FUNDS	0	0	289,226	Withhold
Goldman Sachs	0	0	288,018	Withhold
JPMorgan	254,271	0	0	For
Victory Capital	0	0	252,780	Withhold
Columbia Threadneedle	216,386	0	0	For
ProShares	0	0	216,269	Withhold
TIAA	0	0	165,477	Withhold
Jackson National	132,965	11,766	0	Mixed
BNY Mellon	130,588	0	0	For
Bridge Builder Trust	123,653	6,630	0	Mixed
Empower	0	0	87,157	Withhold
Equitable	71,946	0	50,800	Mixed
OPTIMUM FUND TRUST	0	115,436	0	Abstain
Prudential/PGIM	52,541	0	41,132	Mixed
AMERICAN BEACON FUNDS	90,158	0	0	For
SEI	78,244	0	0	For

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

3. Elect Director: Inder M. Singh

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 40,007,785WITHHELD: 1,523,063

Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: The election as directors of all nominees listed below, except as marked to the contrary. Nominees: Inder M. Singh

JOHN WILEY & SONS INC.’s own tally for this item (“Elect Director: Inder M. Singh”): 40,007,785 for, 1,523,063 withheld, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 23,125,452 for, 260,335 abstained, 35,739 not voted, 39 unknown.

FOR

FOR: 23,125,452ABSTAIN: 260,335NOT VOTED: 35,739UNKNOWN: 39

Largest asset managers voting on “The election as directors of all nominees listed below, except as marked to the contrary. Nominees: Inder M. S” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	5,294,827	136,318	For
BlackRock	5,203,197	0	For
State Street	3,948,548	0	For
Dimensional	1,361,388	0	For
ALPS Series Trust	1,090,000	0	For
Fidelity	858,069	0	For
Advisors' Inner Circle Fund II	835,000	8,581	For
Charles Schwab	562,577	0	For
OLD WESTBURY FUNDS INC	445,000	0	For
WILLIAM BLAIR FUNDS	289,226	0	For
Goldman Sachs	288,018	0	For
JPMorgan	254,271	0	For
Victory Capital	252,780	0	For
Columbia Threadneedle	216,386	0	For
ProShares	216,269	0	For
TIAA	165,477	0	For
Jackson National	144,731	0	For
BNY Mellon	130,588	0	For
Bridge Builder Trust	130,283	0	For
Empower	87,157	0	For
Equitable	122,746	0	For
OPTIMUM FUND TRUST	0	115,436	Abstain
Prudential/PGIM	93,673	0	For
AMERICAN BEACON FUNDS	90,158	0	For
SEI	78,244	0	For

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

4. Elect Director: Brian A. Napack

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 8,620,555WITHHELD: 2,184

Details: description as filed, official tally, votes by 5 asset managers

Description as filed by funds: The election as directors of all nominees listed below except as marked to the countrary: Brian A. Napack

JOHN WILEY & SONS INC.’s own tally for this item (“Elect Director: Brian A. Napack”): 8,620,555 for, 2,184 withheld, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 5 asset managers below reported 47,062 for.

FOR

FOR: 47,062

Largest asset managers voting on “The election as directors of all nominees listed below except as marked to the countrary: Brian A. Napack” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Vote
CITY NATIONAL ROCHDALE FUNDS	29,156	For
Dimensional	17,611	For
Allianz	192	For
Jackson National	100	For
Lincoln Financial	3	For

5. Elect Director: David C. Dobson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 8,620,543WITHHELD: 2,196

Details: description as filed, official tally, votes by 5 asset managers

Description as filed by funds: The election as directors of all nominees listed below except as marked to the countrary: David C. Dobson

JOHN WILEY & SONS INC.’s own tally for this item (“Elect Director: David C. Dobson”): 8,620,543 for, 2,196 withheld, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 5 asset managers below reported 47,062 for.

FOR

FOR: 47,062

Largest asset managers voting on “The election as directors of all nominees listed below except as marked to the countrary: David C. Dobson” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Vote
CITY NATIONAL ROCHDALE FUNDS	29,156	For
Dimensional	17,611	For
Allianz	192	For
Jackson National	100	For
Lincoln Financial	3	For

6. Elect Director: George Bell

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 8,620,543WITHHELD: 2,196

Details: description as filed, official tally, votes by 5 asset managers

Description as filed by funds: The election as directors of all nominees listed below except as marked to the countrary: George Bell

JOHN WILEY & SONS INC.’s own tally for this item (“Elect Director: George Bell”): 8,620,543 for, 2,196 withheld, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 5 asset managers below reported 47,062 for.

FOR

FOR: 47,062

Largest asset managers voting on “The election as directors of all nominees listed below except as marked to the countrary: George Bell” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Vote
CITY NATIONAL ROCHDALE FUNDS	29,156	For
Dimensional	17,611	For
Allianz	192	For
Jackson National	100	For
Lincoln Financial	3	For

7. Elect Director: Jesse C. Wiley

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 8,620,555WITHHELD: 2,184

Details: description as filed, official tally, votes by 5 asset managers

Description as filed by funds: The election as directors of all nominees listed below except as marked to the countrary: Jesse C. Wiley

JOHN WILEY & SONS INC.’s own tally for this item (“Elect Director: Jesse C. Wiley”): 8,620,555 for, 2,184 withheld, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 5 asset managers below reported 47,062 for.

FOR

FOR: 47,062

Largest asset managers voting on “The election as directors of all nominees listed below except as marked to the countrary: Jesse C. Wiley” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Vote
CITY NATIONAL ROCHDALE FUNDS	29,156	For
Dimensional	17,611	For
Allianz	192	For
Jackson National	100	For
Lincoln Financial	3	For

8. Elect Director: Mari J. Baker

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 8,543,476WITHHELD: 79,263

Details: description as filed, official tally, votes by 5 asset managers

Description as filed by funds: The election as directors of all nominees listed below except as marked to the countrary: Mari J. Baker

JOHN WILEY & SONS INC.’s own tally for this item (“Elect Director: Mari J. Baker”): 8,543,476 for, 79,263 withheld, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.0% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 5 asset managers below reported 29,156 for, 17,614 withheld, 292 abstained.

FORWITHHOLD

FOR: 29,156ABSTAIN: 292WITHHOLD: 17,614

Largest asset managers voting on “The election as directors of all nominees listed below except as marked to the countrary: Mari J. Baker” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
CITY NATIONAL ROCHDALE FUNDS	29,156	0	0	For
Dimensional	0	0	17,611	Withhold
Allianz	0	192	0	Abstain
Jackson National	0	100	0	Abstain
Lincoln Financial	0	0	3	Withhold

9. Elect Director: Raymond W. McDaniel, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 8,619,581WITHHELD: 3,158

Details: description as filed, official tally, votes by 5 asset managers

Description as filed by funds: The election as directors of all nominees listed below except as marked to the countrary: Raymond W. McDaniel Jr

JOHN WILEY & SONS INC.’s own tally for this item (“Elect Director: Raymond W. McDaniel, Jr.”): 8,619,581 for, 3,158 withheld, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 5 asset managers below reported 47,062 for.

FOR

FOR: 47,062

Largest asset managers voting on “The election as directors of all nominees listed below except as marked to the countrary: Raymond W. McDaniel ” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Vote
CITY NATIONAL ROCHDALE FUNDS	29,156	For
Dimensional	17,611	For
Allianz	192	For
Jackson National	100	For
Lincoln Financial	3	For

10. Elect Director: William J. Pesce

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 8,620,555WITHHELD: 2,184

Details: description as filed, official tally, votes by 5 asset managers

Description as filed by funds: The election as directors of all nominees listed below except as marked to the countrary: William J. Pesce

JOHN WILEY & SONS INC.’s own tally for this item (“Elect Director: William J. Pesce”): 8,620,555 for, 2,184 withheld, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 5 asset managers below reported 47,062 for.

FOR

FOR: 47,062

Largest asset managers voting on “The election as directors of all nominees listed below except as marked to the countrary: William J. Pesce” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Vote
CITY NATIONAL ROCHDALE FUNDS	29,156	For
Dimensional	17,611	For
Allianz	192	For
Jackson National	100	For
Lincoln Financial	3	For

11. DIRECTOR

No official matchDIRECTOR ELECTIONS

100% of fund votes cast · no official result

FOR

Details: votes by 2 asset managers

The 2 asset managers below reported 5,415 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 5,415

Largest asset managers voting on “DIRECTOR” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Gabelli	4,500	0	0	0	For
SYNTAX ETF TRUST	915	0	0	0	For

12. The election as directors of all nominees listed below except as marked to the countrary

No official matchDIRECTOR ELECTIONS

100% of fund votes cast · no official result

FOR

Details: votes by 2 asset managers

The 2 asset managers below reported 77,040 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 77,040

Largest asset managers voting on “The election as directors of all nominees listed below except as marked to the countrary” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
World Funds Trust	72,101	0	0	0	For
ETF Opportunities Trust	4,939	0	0	0	For

13. 4. Non-Binding Advisory Vote on the Compensation of Named Executive Officers The shareholders (with Class A and Class B…

Outcome not verified Fund totals may overlapCOMPENSATIONReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 12,554,051AGAINST: 204,314

Details: description as filed, official tally, votes by 285 asset managers

Description as filed by funds: Approve, on an advisory basis, the compensation of our named executive officers.

JOHN WILEY & SONS INC.’s own tally for this item (“4. Non-Binding Advisory Vote on the Compensation of Named Executive Officers The shareholders (with Class A and Class B common shareholders voting together) approved the advisory resolution on the compensation of the Com”): 12,554,051 for, 204,314 against, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports: 87 asset managers voting on “Approve, on an advisory basis, the compensation of our named executive officers.” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,294,827	136,318	For
BlackRock	5,203,197	0	For
State Street	3,948,548	0	For
Dimensional	1,378,999	0	For
ALPS Series Trust	1,090,000	0	For
Fidelity	858,069	0	For
Advisors' Inner Circle Fund II	835,000	8,581	For
Charles Schwab	562,577	0	For
OLD WESTBURY FUNDS INC	445,000	0	For
WILLIAM BLAIR FUNDS	289,226	0	For
Goldman Sachs	288,018	0	For
JPMorgan	254,271	0	For
Victory Capital	252,780	0	For
Columbia Threadneedle	216,386	0	For
ProShares	216,269	0	For
TIAA	165,477	0	For
Jackson National	11,866	132,965	Mixed
BNY Mellon	51,668	78,920	Mixed
Bridge Builder Trust	130,283	0	For
Empower	87,157	0	For
Equitable	122,746	0	For
OPTIMUM FUND TRUST	0	115,436	Against
Prudential/PGIM	93,673	0	For
AMERICAN BEACON FUNDS	90,158	0	For
SEI	78,244	0	For

No total is shown for the fund voting reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 221 asset managers voting on “Approve, on an advisory basis, the compensation of our named executive officers.” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Against	Vote
State Street	5,088,073	0	For
Clarkston Capital Partners, LLC	1,743,755	0	For
BlackRock	1,051,283	1,125	For
GEODE CAPITAL MANAGEMENT, LLC	863,889	0	For
SCHRODER INVESTMENT MANAGEMENT GROUP	790,757	0	For
PALISADE CAPITAL MANAGEMENT, LP	610,250	0	For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	588,563	0	For
Charles Schwab	569,030	0	For
Federated Hermes	550,990	0	For
Champlain Investment Partners, LLC	521,321	0	For
CARDINAL CAPITAL MANAGEMENT LLC /CT	0	510,263	Against
J. Goldman & Co LP	453,702	0	For
JPMorgan	337,676	0	For
Goldman Sachs	337,767	0	For
RAYMOND JAMES & ASSOCIATES	336,627	0	For
MELLON INVESTMENTS Corp	0	282,436	Against
NEW YORK STATE COMMON RETIREMENT FUND	271,115	0	For
Victory Capital	259,395	0	For
PRINCIPAL GLOBAL INVESTORS	244,573	0	For
GRANDFIELD & DODD, LLC	243,326	0	For
Citadel	237,101	0	For
Nuveen	224,330	0	For
Newton Investment Management North America, LLC	206,404	0	For
Eaton Vance	205,288	0	For
Dimensional	203,411	0	For

No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

14. Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named…

No official match Fund totals may overlapCOMPENSATION

Combines 3 wordings of this item as funds reported it.

100% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR

Details: description as filed, votes by 201 asset managers

Description as filed by funds: Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 64 asset managers voting on “Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Vanguard	0	0	0	0	--
BlackRock	0	0	0	0	--
State Street	0	0	0	0	--
Dimensional	0	0	0	0	--
Fidelity	0	0	0	0	--
Charles Schwab	0	0	0	0	--
OLD WESTBURY FUNDS INC	0	0	0	0	--
WILLIAM BLAIR FUNDS	0	0	0	0	--
Goldman Sachs	0	0	0	0	--
Victory Capital	0	0	0	0	--
Columbia Threadneedle	0	0	0	0	--
ProShares	0	0	0	0	--
TIAA	0	0	0	0	--
BNY Mellon	0	0	0	0	--
Equitable	0	0	0	0	--
Prudential/PGIM	0	0	0	0	--
AMERICAN BEACON FUNDS	0	0	0	0	--
Empower	0	0	0	0	--
SEI	0	0	0	0	--
QUANTITATIVE MASTER SERIES LLC	0	0	0	0	--
Brighthouse	0	0	0	0	--
Lincoln Financial	0	0	0	0	--
Nushares ETF Trust	0	0	0	0	--
Principal	0	0	0	0	--
ALPS ETF Trust	0	0	0	0	--

Fund voting reports, all 64 managers: 19,116,040 1 year, 1,388,690 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 153 asset managers voting on “Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Vote
State Street	0	--
BlackRock	0	--
GEODE CAPITAL MANAGEMENT, LLC	0	--
SCHRODER INVESTMENT MANAGEMENT GROUP	0	--
PALISADE CAPITAL MANAGEMENT, LP	0	--
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	0	--
Charles Schwab	0	--
Federated Hermes	0	--
Goldman Sachs	0	--
MELLON INVESTMENTS Corp	0	--
NEW YORK STATE COMMON RETIREMENT FUND	0	--
Victory Capital	0	--
PRINCIPAL GLOBAL INVESTORS	0	--
GRANDFIELD & DODD, LLC	0	--
Citadel	0	--
Nuveen	0	--
Newton Investment Management North America, LLC	0	--
Eaton Vance	0	--
Dimensional	0	--
EAGLE ASSET MANAGEMENT INC	0	--
Rhumbline	70,661	For
BNY Mellon	0	--
SEI	0	--
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	--
SYCOMORE ASSET MANAGEMENT	0	--

Institutional-manager reports, all 153 managers: 145,910 for, 410 abstained, 14,995,300 1 year, 203,411 3 year. Showing the 25 largest; see all in the interactive database.

15. Approve, on an advisory basis, the frequency advisory votes to approve the compensation of our named executive officers

No official match Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

100% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR

Details: votes by 79 asset managers

Fund voting reports: 24 asset managers voting on “Approve, on an advisory basis, the frequency advisory votes to approve the compensation of our named executive” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
ALPS Series Trust	0	0	0	0	--
Advisors' Inner Circle Fund II	0	0	0	0	--
JPMorgan	0	0	0	0	--
Jackson National	0	0	0	0	--
Vanguard	0	0	0	0	--
Bridge Builder Trust	0	0	0	0	--
OPTIMUM FUND TRUST	0	0	0	0	--
World Funds Trust	0	0	0	0	--
Loomis Sayles	0	0	0	0	--
Allianz	0	0	0	0	--
CITY NATIONAL ROCHDALE FUNDS	0	0	0	0	--
Harbor ETF Trust	0	0	0	0	--
John Hancock	0	0	0	0	--
Amplify ETF Trust	0	0	0	0	--
Managed Portfolio Series	0	0	0	0	--
Lincoln Financial	0	0	0	0	--
Brighthouse	0	0	0	0	--
ETF Opportunities Trust	0	0	0	0	--
ETF Series Solutions	0	0	0	0	--
GREEN CENTURY FUNDS	0	0	0	0	--
GPS Funds I	0	0	0	0	--
EA Series Trust	0	0	0	0	--
WILSHIRE MUTUAL FUNDS INC	0	0	0	0	--
NORTHERN LIGHTS FUND TRUST II	0	0	0	0	--

Fund voting reports, all 24 managers: 2,985,412 1 year, 21,194 3 year, 39 unknown.

Institutional-manager reports: 54 asset managers voting on “Approve, on an advisory basis, the frequency advisory votes to approve the compensation of our named executive” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Clarkston Capital Partners, LLC	0	0	0	0	--
Champlain Investment Partners, LLC	0	0	0	0	--
CARDINAL CAPITAL MANAGEMENT LLC /CT	0	0	0	0	--
J. Goldman & Co LP	0	0	0	0	--
RAYMOND JAMES & ASSOCIATES	0	0	0	0	--
Northern Trust	0	0	0	0	--
CLARK ESTATES INC/NY	0	0	0	0	--
Cannell & Spears LLC	0	0	0	0	--
JPMorgan	0	0	0	0	--
MARTIN & CO INC /TN/	0	0	0	0	--
ENVESTNET ASSET MANAGEMENT INC	0	0	0	0	--
RAYMOND JAMES TRUST N.A.	0	0	0	0	--
BECK MACK & OLIVER LLC	0	0	0	0	--
Evercore Wealth Management, LLC	0	0	0	0	--
CORNERCAP INVESTMENT COUNSEL INC	0	0	0	0	--
Corient Private Wealth LLC	0	0	0	0	--
PNC BANK, NATIONAL ASSOCIATION	0	0	0	0	--
Gratus Capital, LLC	0	0	0	0	--
COMMERCE BANK	0	0	0	0	--
BOKF, NA	0	0	0	0	--
XPONANCE, INC.	0	0	0	0	--
LCNB CORP	0	0	0	0	--
GARDNER RUSSO & QUINN LLC	0	0	0	0	--
Baird	0	0	0	0	--
TRUST CO OF TOLEDO NA /OH/	0	0	0	0	--

Institutional-manager reports, all 54 managers: 502 for, 3,990,443 1 year, 3,602 3 year, 106 2 year. Showing the 25 largest; see all in the interactive database.

16. ADVISORY VOTE ON SAY ON PAY FREQUENCY

No official match Fund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

100% Fund and manager reports combined; may count the same shares twice · no official result

FOR1 YEAR

Details: votes by 9 asset managers

Fund voting reports: 3 asset managers voting on “ADVISORY VOTE ON SAY ON PAY FREQUENCY” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	0	0	0	0	Not Voted
Two Roads Shared Trust	0	0	0	0	--
TIMOTHY PLAN	0	0	0	0	--

Fund voting reports, all 3 managers: 35,739 not voted, 16,692 1 year.

Institutional-manager reports: 6 asset managers voting on “ADVISORY VOTE ON SAY ON PAY FREQUENCY” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Vote
JPMorgan	0	--
NORDEA INVESTMENT MANAGEMENT AB	150,187	For
Arjuna Capital	0	--
Desjardins Global Asset Management Inc.	0	--
Convergence Investment Partners, LLC	0	--
TD ASSET MANAGEMENT INC	0	--

Institutional-manager reports, all 6 managers: 150,187 for, 305,078 1 year, 72 unknown.

17. 2. Ratification of the Appointment of Independent Registered Public Accounting Firm The shareholders (with Class A and…

Outcome not verified Fund totals may overlapAUDIT-RELATEDReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 13,073,657AGAINST: 26,931

Details: description as filed, official tally, votes by 87 asset managers

Description as filed by funds: Ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for the fiscal year ending April 30, 2024.

JOHN WILEY & SONS INC.’s own tally for this item (“2. Ratification of the Appointment of Independent Registered Public Accounting Firm The shareholders (with Class A and Class B common shareholders voting together) ratified the selection, by the Audit Committee of the Bo”): 13,073,657 for, 26,931 against, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR

Largest asset managers voting on “Ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for the fiscal year e” at JOHN WILEY & SONS INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,431,145	For
BlackRock	5,203,197	For
State Street	3,948,548	For
Dimensional	1,378,999	For
ALPS Series Trust	1,090,000	For
Fidelity	858,069	For
Advisors' Inner Circle Fund II	843,581	For
Charles Schwab	562,577	For
OLD WESTBURY FUNDS INC	445,000	For
WILLIAM BLAIR FUNDS	289,226	For
Goldman Sachs	288,018	For
JPMorgan	254,271	For
Victory Capital	252,780	For
Columbia Threadneedle	216,386	For
ProShares	216,269	For
TIAA	165,477	For
Jackson National	144,831	For
BNY Mellon	130,588	For
Bridge Builder Trust	130,283	For
Empower	87,157	For
Equitable	122,746	For
OPTIMUM FUND TRUST	115,436	For
Prudential/PGIM	93,673	For
AMERICAN BEACON FUNDS	90,158	For
SEI	78,244	For

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

Largest JOHN WILEY & SONS INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 55,270,000 shares outstanding at the time of that meeting.

Fund voting reports: top JOHN WILEY & SONS INC. shareholders by shares voted on “Approve, on an advisory basis, the compensation of our named executive officers.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	9.83%
2	BlackRock	9.41%
3	State Street	7.14%
4	Dimensional	2.50%
5	ALPS Series Trust	1.97%
6	Fidelity	1.55%
7	Advisors' Inner Circle Fund II	1.53%
8	Charles Schwab	1.02%
9	OLD WESTBURY FUNDS INC	0.81%
10	WILLIAM BLAIR FUNDS	0.52%

Institutional-manager reports: top JOHN WILEY & SONS INC. shareholders by shares voted on “Approve, on an advisory basis, the compensation of our named executive officers.”, 2023-2024
#	Asset manager	% of shares outstanding
1	State Street	9.21%
2	Clarkston Capital Partners, LLC	3.15%
3	BlackRock	1.90%
4	GEODE CAPITAL MANAGEMENT, LLC	1.56%
5	SCHRODER INVESTMENT MANAGEMENT GROUP	1.43%
6	PALISADE CAPITAL MANAGEMENT, LP	1.10%
7	WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	1.06%
8	Charles Schwab	1.03%
9	Federated Hermes	1.00%
10	Champlain Investment Partners, LLC	0.94%

Reported JOHN WILEY & SONS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

JOHN WILEY & SONS INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock, Inc.	12.27%	DEF14A
Vanguard Group	8.71%	13F
Clarkston Capital Partners, LLC	7.66%	DEF14A
Deborah E. Wiley 2,3,4,8	4.98%	DEF14A
Peter B. Wiley 2,3,5,8	4.94%	DEF14A
W. Bradford Wiley II 2,3,6,8	4.43%	DEF14A
Dimensional Fund Advisors	3.32%	13F
State Street	2.90%	13F
Morgan Stanley	2.48%	13F
BNY Mellon	2.31%	13F

Percentages above are of 55,270,000 shares outstanding, as reported by JOHN WILEY & SONS INC. on its Form 10-Q dated July 31, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from JOHN WILEY & SONS INC.’s 10-Q dated July 31, 2023. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At JOHN WILEY & SONS INC.'s shareholder meeting held September 28, 2023, in the 2023-2024 proxy season, 300 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,527 separate fund positions. Their filings are grouped here into 17 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approve, on an advisory basis, the compensation of our named executive officers. — FOR was 98% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: JOHN WILEY & SONS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on October 3, 2023.

JOHN WILEY & SONS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.