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Peter Booth Wiley | |||
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T +1 201 748 6000 | |||
F +1 201 748 5800 | |||
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August | |||
TO OUR SHAREHOLDERS:To our Shareholders:
We cordially invite you to attend the 20092012 Annual Meeting of Shareholders of John Wiley & Sons, Inc. to be held on Thursday, September 17, 200920, 2012 at 9:30 A.M., at the Company’s headquarters, 111 River Street, Hoboken, New Jersey. The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B Shareholders are enclosed with this letter. The matters listed in the Notice of Meeting are described in the attached Proxy Statement.
The Board of Directors welcomes and appreciates the interest of all our shareholders in the Company’s affairs, and encourages those entitled to vote at this Annual Meeting to take the time to do so. We hope you will attend the meeting, but whether or not you expect to be personally present, please vote your shares, either by signing, dating and promptly returning the proxy card (or, if you own two classes of shares, both proxy cards) in the accompanying postage-paid envelope, by telephone using the toll-free telephone number printed on the proxy card, or by voting on the Internet using the instructions printed on the proxy card. This will assure that your shares are represented at the meeting. Even though you execute this proxy, vote by telephone or via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Secretary of the Company, by executing and delivering a later-dated proxy (either in writing, telephonically or via the Internet) or by voting in person at the Annual Meeting. If you attend the meeting you will be able to vote in person if you wish to do so, even if you have previously returned your proxy card, voted by telephone or via the Internet.
Your vote is important to us, and we appreciate your prompt attention to this matter.
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| Sincerely, |
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Chairman of the Board |
111 River Street, Hoboken, NJ 07030-5774, U.S. |
T +1 201 748 6000 |
F +1 201 748 5800 |
www.wiley.com |
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Corporate Secretary | |
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TO OUR SHAREHOLDERS:Notice of Annual Meeting of Shareholders
to be held September 20, 2012
To our Shareholders:
The Annual Meeting of Shareholders of John Wiley & Sons, Inc. (the “Company”) will be held at the Company’s headquarters, 111 River Street, Hoboken, New Jersey, on Thursday, September 17, 200920, 2012 at 9:30 A.M., for the following purposes:
1. To elect a board of eleven (11)twelve (12) directors, of whom four (4) are to be elected by the holders of Class A Common Stock voting as a class and seven (7)eight (8) are to be elected by the holders of Class B Common Stock voting as a class.class;
2. To ratify the appointment by the Board of Directors of the Company’s independent public accountants for the fiscal year ending April 30, 2010.2013;
3. To approve of the 2009 Key Employee Stock Plan.hold an advisory vote on executive compensation; and
4. To approve of the 2009 Executive Annual Incentive Plan.
5. To approve of the 2009 Director Stock Plan.
6. To transact such other business as may properly come before the meeting or any adjournments thereof.
Shareholders of record at the close of business on July 22, 200925, 2012 are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.
Please vote by proxy in one of these ways:
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| • | Use the toll-free telephone number shown on your proxy card or voting instructions form (if you receive proxy materials from a broker or bank); |
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| • | Visit the Internet website at www.proxyvote.com; or |
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| • | Sign, date and promptly return your proxy card in the postage-prepaid envelope provided. |
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By Order of the Board of Directors | ||
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| Corporate Secretary | |
August 10, 2012 |
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Your vote is important to us. Whether or not you plan to be present at the Annual Meeting, please vote your proxy either via the Internet, by telephone, or by mail. Signing and returning the proxy card, voting via the Internet or by telephone does not affect your right to vote in person, if you attend the Annual Meeting.
111 River Street, Hoboken, NJ 07030-5774, U.S. |
T +1 201 748 5704 |
F +1 201 748 5800 |
www.wiley.com |
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PROXY STATEMENT | ||
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| This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of John Wiley & Sons, Inc. (the “Company”) of proxies to be used at the Annual Meeting of Shareholders to be held on September | |
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| The executive offices of the Company are at 111 River Street, Hoboken, New Jersey 07030-5774. | |
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| Important Notice Regarding the Availability of Proxy Materials for the | |
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| This year we are again using the “Notice and Access” system | |
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| The Proxy Statement and |
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| At the close of business on July | |
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| The holders of Class A Stock, voting as a class, are entitled to elect four (4) directors, and the holders of Class B Stock, voting as a class, are entitled to elect | ||
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| The holders of the Class A and Class B Stock vote together as a single class on all other business that properly comes before the Annual Meeting, with each outstanding share of Class A Stock entitled to one-tenth (1/10) of one vote and each outstanding share of Class B Stock entitled to one vote. | ||
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| Proposals 2 and 3 | ||
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| If you are a beneficial shareholder and your broker holds your shares in its name, the broker is permitted to vote your shares on | ||
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| The following table and footnotes set forth, at the close of business on July |
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| Name and Address |
| Class of |
| Common Stock |
| Percent |
| Percent of |
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| E.P. Hamilton Trusts, LLC(1) |
| A |
| 462,338 |
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| 1.0 | % |
| 0.3 | % |
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| 965 Mission Street |
| B |
| 8,125,536 |
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| 84.2 | % |
| 56.0 | % |
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| San Francisco, CA |
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| Deborah E. Wiley(2)(3)(4) |
| A |
| 1,253,976 |
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| 2.6 | % |
| 0.9 | % |
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| 111 River Street |
| B |
| 38,820 |
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| 0.4 | % |
| 0.3 | % |
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| Hoboken, NJ |
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| Peter Booth Wiley(2)(3)(5) |
| A |
| 1,227,578 |
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| 2.5 | % |
| 0.8 | % |
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| 111 River Street |
| B |
| 12,240 |
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| 0.1 | % |
| 0.1 | % |
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| Hoboken, NJ |
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| Bradford Wiley II(2)(3) |
| A |
| 1,208,255 |
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| 2.5 | % |
| 0.8 | % |
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| 111 River Street |
| B |
| 42,240 |
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| 0.4 | % |
| 0.3 | % |
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| Hoboken, NJ |
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| Pioneer Investment Management, Inc.(6) |
| A |
| 3,860,621 |
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| 8.0 | % |
| 2.7 | % |
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| 60 State Street |
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| Boston, MA |
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| Investment Manager |
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Name and Address |
| Class of |
| Common Stock |
| Percent |
| Percent of |
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E.P. Hamilton Trusts, LLC(1) |
| A |
| 462,338 |
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| 1 | % | 0.3 | % |
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965 Mission Street |
| B |
| 8,125,536 |
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| 85 | % | 55 | % |
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San Francisco, CA |
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Deborah E. Wiley(2)(3)(4) |
| A |
| 1,253,976 |
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| 2 | % | 1 | % |
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111 River Street |
| B |
| 54,357 |
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| 0.6 | % | 0.4 | % |
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Hoboken, NJ |
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Peter Booth Wiley(2)(3) |
| A |
| 1,227,578 |
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| 2 | % | 0.8 | % |
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111 River Street |
| B |
| 12,240 |
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| 0.1 | % | 0.1 | % |
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Hoboken, NJ |
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Bradford Wiley II(2)(3) |
| A |
| 1,046,952 |
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| 2 | % | 0.7 | % |
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111 River Street |
| B |
| 87,240 |
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| 0.9 | % | 0.6 | % |
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Hoboken, NJ |
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Pioneer Investment Management, Inc.(5) |
| A |
| 3,898,754 |
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| 7.7 | % | 3 | % |
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60 State Street |
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Boston, MA |
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Investment Manager |
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The Vanguard Group. Inc.(5) |
| A |
| 2,725,879 |
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| 5.4 | % | 1.9 | % |
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PO Box 2600 |
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Valley Forge, PA 19482 |
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| Name and Address |
| Class of |
| Common Stock |
| Percent |
| Percent of |
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| Eagle Asset Management(6) |
| A |
| 2,472,863 |
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| 5.1 | % |
| 1.7 | % |
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| 880 Grillion Parkway |
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| St. Petersburg, FL |
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| Investment Manager |
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| (1) | Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as members of the E.P. Hamilton Trusts, LLC established for the purpose of investing in, owning and managing securities of John Wiley & Sons, Inc., share investment and voting power. |
Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley as members of the E.P. Hamilton Trusts LLC, share voting and investment power with respect to 462,338 shares of Class A Stock and 8,125,536 shares of Class B Stock. | ||
| (2) | Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as general partners of a limited partnership, share voting and investment power with respect to 301,645 shares of Class A Stock. For purpose of this table, each is shown as the owner of one-third of such shares. |
| (3) | Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as co-trustees, share voting and investment power with respect to 55,072 shares of Class A Stock and 36,720 shares of Class B Stock under the Trust of Esther B. Wiley. For purposes of this table, each is shown as the owner of one-third of such shares. |
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(4) | Includes 540 shares of Class A Stock and 8,660 shares of Class B Stock of which Deborah E. Wiley is custodian for minor children. | |
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(5) |
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| Based on filings with the Securities and Exchange Commission, including filings pursuant to Rule 13f-1 of the Securities Exchange Act of 1934, and other information deemed reliable by the Company. | |
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The Company’s Board has | ||||||
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Twelve (12) directors are to be elected to hold office until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. Unless contrary instructions are indicated or the proxy is previously revoked, it is the intention of management to vote proxies received for the election of the persons named below as directors. Directors of each class are elected by a plurality of votes cast by that class. If you do not wish your shares to be voted for particular nominees, please so indicate in the space provided on the proxy card, or follow the directions given by the telephone voting service or the Internet voting site.The Holders of Class A Stock are entitled to elect 30% of the entire board. As a consequence, four (4) Directors will be elected by the holders of Class A Stock. The holders of Class B Stock are entitled to elect eight (8) Directors. | |
Eleven of the nominees are currently directors of the Company and were elected to their present terms of office at the Annual Meeting of Shareholders held in September 2011. Except as otherwise indicated below, all of the nominees have been engaged in their present principal occupations or in executive capacities with the same employers for more than the past five years. Mr. Jesse Wiley is a first time nominee. | |
Peter Booth Wiley, Stephen M. Smith and Michael L. Preston have agreed to represent shareholders submitting proper proxies by mail, via the Internet, or by telephone, and to vote for the election of the nominees listed herein, unless otherwise directed by the authority granted or withheld on the proxy cards, by telephone or via the Internet. Although the Board has no reason to believe that any of the persons named below as nominees will be unable or decline to serve, if any such person is unable or declines to serve, the persons named above may vote for another person at their discretion. | |
Directors to be Elected by Class A Shareholders and Their Qualifications | |
| Mari J. Baker, a director since 2011, was Chief Executive Officer of PlayFirst, Inc. from 2009 to 2012. Previously she was executive-in-residence at the venture capital firm Kleiner Perkins Caulfield and Byers where she incubated and launched Navigenics, Inc. and served as its founding President, Chief Executive Officer and Director (2006-2009); President of BabyCenter, LLC (1999-2006) and Senior Vice President of Intuit, Inc. (1989-1999) Ms. Baker is currently an officer in the Young Presidents Organization and an advisor at Stanford’s Clayman Institute. Age 47. |
| Raymond W. McDaniel, Jr., a director since 2005, has been Chief Executive Officer of Moody’s Corporation since April 2005. From 2005 – April 2012 he also served as Chairman of Moody’s Corporation. In April 2012 he was named President of Moody’s Corporation in addition to Chief Executive Officer. He previously served as Chief Operating Officer of Moody’s Corporation from January 2004; President of Moody’s Corporation from October 2004; and President of Moody’s Investors Service since 2001. In prior assignments with Moody’s, he served as Senior Managing Director for Global Ratings & Research; Managing Director for International; and Director of Moody’s Europe, based in London. He has been a member of Moody’s Corporation Board of Directors since 2003. Age 54. |
| William B. Plummer, a director since 2003, has been Executive Vice President and Chief Financial Officer of United Rentals, Inc. since December 2008. Previously he was Executive Vice President and Chief Financial Officer of Dow Jones & Company, Inc. from September 2006 to December 2007. Prior to that he was Vice President & Treasurer of Alcoa, Inc. since 2000. Before joining Alcoa, he was with Mead Corporation as President, Gilbert Paper Division during 2000; Vice President, Corporate Strategy and Planning from 1998 to 2000; and Treasurer from 1997 to 1998. Prior to joining Mead, he held a number of increasingly responsible positions with the General Electric Company, most recently as Vice President, Equity Capital Group, General Electric Capital Corporation from 1995 to 1997. Age 53. |
| Kalpana Raina, a director since 2009, is Managing Partner of 252 Solutions, LLC, an advisory firm, since 2007. Previously, Ms. Raina was a senior executive with The Bank of New York Mellon Corp. She joined the bank in 1988 and held a variety of leadership positions, most recently Executive Vice President and Head of European Country Management and Corporate Banking. Prior to that, she served in Mumbai, India, as Executive Vice President, International. During her eighteen-year career at Bank of New York she had responsibility for clients in the media, telecommunications, healthcare, retailing, hotels and leisure and financial services industries in Asia, Europe, and the United States. Ms. Raina is also a director of RealNetworks (NASDAQ: RNWK), where she serves on the Audit Committee and chairs the Nominating and Corporate Governance Committee. She is a member of Women Corporate Directors, The National Association of Corporate Directors, a director of Information Services Group, Inc., a director of The World Policy Institute and a past member of The US-India Business Council. Age 56. |
Directors to be Elected by Class B Shareholders and Their Qualifications | |
| Jean-Lou Chameau, a director since 2011, has been President, California Institute of Technology (Caltech) since September 2006. Before he assumed the presidency of Caltech, Dr. Chameau had a distinguished career as a professor of civil engineering and a university administrator. While he is a native of France, he received his graduate education in civil engineering at Stanford University. In 1980 he joined the civil engineering faculty at Purdue University, where he subsequently became full professor and head of the geotechnical engineering program. Moving to Georgia Tech in 1991, he was named director of the school of civil and environmental engineering. He was the president of Golder Associates, Inc., an international geotechnical consulting company, from 1994 to 1995, after which he returned to Georgia Tech as Georgia Research Alliance Eminent Scholar and vice-provost for research. He was named dean of its college of engineering, the largest in the country, in 1997, becoming provost of the university in 2001. |
| Linda Katehi, a director since 2011, has been the chancellor of the University of California, Davis since 2009. She is a member of the National Academy of Engineering, was chair until 2010, of the President’s Committee for the National Medal of Science and of the Secretary of Commerce’s committee for the National Medal of Technology and Innovation. She is a fellow of the American Association for the Advancement of Science and the American Academy of Arts and Sciences. Previously, Ms. Katehi served as provost and vice-chancellor for academic affairs at the University of Illinois from 2006-2009; the John A. Edwardson Dean of Engineering and professor of electrical and computer engineering at Purdue University from 2002-2006; and associate dean for academic affairs and graduate education in |
| Matthew S. Kissner, a director since 2003, is President and Chief Executive Officer of The Kissner Group, which consults with private equity firms focusing on investment opportunities in financial, business and health care services. Prior to that he was Executive Vice President and Group President, Global Enterprise Solutions, Pitney Bowes, Inc., from 2004 to 2005; and Executive Vice President and Group President of Information Based Solutions and Document Messaging Technologies from 2001 to 2004. He sits on the boards of private portfolio companies, and is a member of the Board Executive Committee of the Regional Plan Association. Age 58. |
| Eduardo Menascé, a director since December 2006, is the retired President of the Enterprise Solutions Group for Verizon Communications, Inc. Prior to the merger of Bell Atlantic and GTE Corporation, which created Verizon Communications, he served as Chairman and Chief Executive Officer of CTI MOVIL, S.A. (Argentina), a business unit of GTE Corporation, from 1996 to 2000. He has also held senior positions at CANTV in Venezuela, and Wagner Lockheed and Alcatel in Brazil. From 1981 to 1992, he served as Chairman of the Board and Chief Executive Officer of GTE Lighting in France. He is a director of Pitney Bowes, Inc.; KeyCorp; Hillenbrand Industries, Inc.; Hill-Rom, Inc.; and the National Association of Corporate Directors New York Chapter. Age 67. |
| William J. Pesce served as the Company’s 10th President and Chief Executive Officer for 13 years from May 1998 to April 2011, when he retired after nearly 22 years at the Company. He has been a Director since May 1998. Previously, he was Executive Vice President and Chief Operating Officer (May 1997 – April 1998); Executive Vice President, Educational Publishing and International Group (February 1996 – April 1997); Vice President and subsequently Senior Vice President, Educational Publishing (September 1989 – January 1996). Mr. Pesce is a member of the Board of Overseers of the Stern School of Business at New York University; the Board of Trustees of William Paterson University, where he serves as Vice Chair of the Board of Trustees, member of the Executive Committee, Chair of the Educational Policy and Student Development Committee and member of the Nominations and Governance Committee. He is Chair of the Dean’s Advisory Board of the Cotsakos College of Business at William Paterson University. Age 61. |
| Stephen M. Smith was the Company’s Chief Operating Officer from May 2009 until May 2011 when he assumed the title of President and Chief Executive Officer. Mr. Smith joined the Company in 1992 as Vice President, Wiley Asia. In 1995 he became Vice President, International Development and in 1996 became Senior Vice President and assumed corporate responsibility for Wiley Australia. In May 2000, Mr. Smith took on the responsibility for the Company’s Professional/Trade business in Europe. In 2006 Mr. Smith became Chief Operating Officer of the Company’s UK business and was appointed Senior Vice President, Wiley Europe in 2007, while continuing his role in Asia and Australia. He is a member of the Board of Directors of the American Publishers Association. Age 57. |
| Jesse Wiley, first time nominee, has been an employee at the Company since 2003. Mr. Wiley has been responsible for digital and new business initiatives and the development of electronic products within the Professional and Trade division since 2010. Prior to that he worked in various editorial and marketing roles. Age 41. |
We are requesting that shareholders indicate their approval of our Named Executive Officers’ compensation, as described in the compensation tables and Compensation Discussion and Analysis set forth in this Proxy Statement. This proposal, known as a “say-on-pay” proposal, allows shareholders the opportunity to express their views on these matters. The “say on pay” vote is an advisory vote, which is therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the views of our shareholders are important to the Company, and will be given careful consideration by the Company, the Compensation Committee and the Board | |
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The discussion set forth in the Compensation Discussion and Analysis on pages 22–45 of this Proxy Statement provides a | |
Now, therefore, be it RESOLVED, that the | |
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| A vote “FOR” approval will be a vote in favor of the following resolution: “Resolved, that the shareholders of John Wiley & Sons, Inc. hereby approve the compensation of the Company’s Named Executive Officers, as described in the compensation tables and Compensation Discussion and Analysis set forth in this Proxy Statement.” |
The Company’s Board of Directors | |
Director Independence | |
The Board is currently composed of thirteen members. Two directors, Bradford Wiley II and Peter Booth Wiley, are brothers. Jesse Wiley is the son of Peter Booth Wiley. The Board has affirmatively determined that all of our directors, except William J. Pesce, Stephen M. Smith, Bradford Wiley II, Peter Booth Wiley and first-time nominee Jesse Wiley, meet the independence guidelines the Board sets forth in | |
Board Leadership Structure | |
The Board of Directors is currently led by Peter Booth Wiley, | |
Meetings of | |
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For the | |
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Non-Management Executive Sessions:The Board has | |
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Annual Meeting:The Company does not have a policy that requires the attendance of all directors at the Annual Meetings, but it has been a long-standing practice for directors to attend. In September | |||
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| Name |
| Board |
| Audit |
| Compensation |
| Executive |
| Governance |
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| Warren J. Baker |
| X |
| X |
| X* |
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| Richard M. Hochhauser |
| X |
| X |
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| Kim Jones |
| X |
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| X* |
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| Matthew S. Kissner |
| X |
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| X |
| X* |
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| Raymond W. McDaniel, Jr. |
| X |
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| X |
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| Eduardo Menascé |
| X |
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| X |
| X |
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| William J. Pesce |
| X |
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| X |
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| William B. Plummer |
| X |
| X* |
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| Bradford Wiley II |
| X |
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| X |
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| Peter Booth Wiley |
| X |
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| FY2009 Meetings |
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| 6 |
| 4(a) |
| 0 |
| 7 |
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| *Chairman |
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| Name |
| Board |
| Audit |
| Compensation |
| Executive |
| Governance |
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| Mari Jean Baker |
| X |
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| X |
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| Warren J. Baker |
| X |
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| X |
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| Jean-Lou Chameau |
| X |
| X |
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| Linda P.B. Katehi |
| X |
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| X |
| Matthew S. Kissner |
| X |
| X* |
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| Raymond W. McDaniel, Jr. |
| X |
| X |
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| Eduardo Menascé |
| X |
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| X* |
| X* |
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| William J. Pesce |
| X |
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| X |
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| William B. Plummer |
| X |
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| X |
| X* |
| Kalpana Raina |
| X |
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| X |
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| Bradford Wiley II |
| X |
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| X |
| Peter Booth Wiley |
| X |
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| FY2012 Meetings |
| 8 |
| 7 |
| 5(a) |
| 4 |
| 5 |
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| * Chairman |
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| (a) | The Executive Compensation and Development Committee acted once by Unanimous Written Consent. |
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| Executive Committee.The Executive Committee exercises the powers of the Board as appropriate in any case where immediate action is required and the matter is such that an emergency meeting of the full Board is not deemed necessary or possible. | |||
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| Audit Committee.The Audit Committee assists the Board in fulfilling its fiduciary responsibilities relating to the Company’s financial statements filed with the Securities and Exchange Commission, accounting policies, and the adequacy of disclosures, internal controls and reporting practices of the Company and its subsidiaries; reviews Company policies with respect to risk management and risk assessment; evaluates, retains, compensates and, if appropriate, terminates the services of the independent public accounting firm which is to be engaged to audit the Company’s financial statements, including reviewing and discussing with such firm their independence and whether providing any permitted non-audit services is compatible with their independence; maintains financial oversight of the Company’s employees’ retirement and other benefit plans and makes recommendations to the Board with respect to such matters; and reviews and approves related party transactions. The Committee holds discussions with management prior to the release of quarterly earnings, and also reviews quarterly results prior to filings. | |||
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| The Board has determined that all members of the Committee are Audit Committee “financial experts,” as defined under the rules of the Securities and Exchange Commission. All members of the Committee are independent under the rules of the New York Stock Exchange currently applicable to the Company. | |||
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| ||
| Executive Compensation and Development Committee.The Executive Compensation and Development Committee evaluates the performance of the CEO and reports its decisions to the Board; reviews and approves the principles and policies for compensation and benefit programs | |||
company-wide, and monitors the implementation and administration of such programs; oversees compliance with governmental regulations and accounting standards with respect to employee compensation and benefit programs; monitors executive development practices in order to insure succession alternatives for the organization; and grants options and makes awards under |
the | ||
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| |
| Governance Committee.The Governance Committee assists the Board in the selection of Board members by identifying appropriate general qualifications and criteria for directors as well as qualified candidates for election to the Board; assists the Chairman of the Board in proposing committee assignments; assists the Board in evaluating, maintaining and improving its own effectiveness; evaluates the Chairman of the Board’s performance; evaluates director compensation and benefits; and makes recommendations to the Board regarding corporate governance policies. | |
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| Shareholders who wish to recommend a director candidate to the Governance Committee should follow the procedures set forth under “Deadline for Submission of Shareholder Proposals” on page | |
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| |
As a publishing company, the Company does not face the same level of risk associated with other companies, for example companies in the financial services and technology industries. However, appropriate risk-taking is a necessary part of managing any business. Management of risk is the direct responsibility of the Company’s President & CEO and the senior leadership team. The Board has oversight responsibility, focusing on the adequacy of the Company’s risk management and risk mitigation processes. | ||
| ||
The Company’s Board of Directors administers its risk oversight function directly and through its Audit Committee and Executive Compensation & Development Committee. The Board receives regular reports from these committees, which include reports on those areas over which they have risk oversight responsibility, as appropriate. | ||
Audit Committee:The Audit Committee | ||
Executive Compensation & Development Committee:The Executive Compensation & Development Committee has oversight responsibility for the management of risk relating to the Company’s annual and long-term compensation program. The Committee ensures that the Company’s annual and long-term incentive plans do not incentivize or encourage excessive or unnecessary risk-taking. | ||
How Do We Address Risk in Our Compensation Program? | ||
The Company’s compensation program is designed to attract, retain, motivate and reward talented executives and colleagues whose efforts will enable the Company to produce superior results and maximize return to shareholders. Our pay-for-performance philosophy focuses colleagues’ efforts on delivering short-term and long-term financial success for our shareholders without encouraging excessive risk taking. The Executive Compensation & Development Committee, which consists entirely of independent Board members, oversees the executive compensation program for the named executive officers, as well as other senior officers of the Company. | ||
The following is a description of both Committee and management processes related to the compensation risk assessment process, as well as a description of the Company’s compensation risk mitigation techniques. |
| | |||
The Executive Compensation & Development Committee reviews and approves the annual and long-term plan performance measures and goals annually. This includes setting appropriate threshold and outstanding performance levels for each performance metric. As a part of this process, the Committee focuses on what behavior it is attempting to incentivize and the potential associated risks. The Committee periodically receives financial information from the Chief Financial Officer, and information on accounting matters that may have an impact on the performance goals, including any material changes in accounting methodology and information about extraordinary/special items excluded in the evaluation of performance, as permitted by the 2009 Executive Annual Incentive Plan and the 2009 Key Employee Stock Plan (i.e. the shareholder plans), so that the Committee members may understand how the exercise of management judgment in accounting and financial decisions affects plan payouts. Members of the Executive Compensation | ||||
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| | |||
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| An appropriate compensation mix that is designed to balance the | |
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| Name |
| Fees |
| Stock |
| All |
| Total |
| ||||||
| ||||||||||||||||
| Warren J. Baker*(1)(2)(3) |
| $ | 65,000 |
|
| $ | 45,000 |
| $ | 12,835 |
|
| $ | 122,835 |
|
| Richard M. Hochhauser(2) |
| $ | 55,000 |
|
| $ | 45,000 |
| $ | 2,826 |
|
| $ | 102,826 |
|
| Kim Jones*(2)(3) |
| $ | 65,000 |
|
| $ | 45,000 |
| $ | 4,086 |
|
| $ | 114,086 |
|
| Matthew S. Kissner(2)(3) |
| $ | 55,000 |
|
| $ | 45,000 |
| $ | 5,939 |
|
| $ | 105,939 |
|
| Raymond W. McDaniel, Jr.(1)(2)(3) |
| $ | 55,000 |
|
| $ | 45,000 |
| $ | 3,674 |
|
| $ | 103,674 |
|
| Eduardo Menascé(2) |
| $ | 55,000 |
|
| $ | 45,000 |
| $ | 826 |
|
| $ | 100,826 |
|
| William B. Plummer*(1)(2)(3) |
| $ | 65,000 |
|
| $ | 45,000 |
| $ | 6,128 |
|
| $ | 116,128 |
|
| Bradford Wiley II(2) |
| $ | 55,000 |
|
| $ | 45,000 |
| $ | 4,000 |
|
| $ | 104,000 |
|
| Peter Booth Wiley(3)(4) |
|
| — |
|
|
| — |
| $ | 456,050 |
|
| $ | 456,050 |
|
| *Committee Chair |
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| The | |
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| Name |
| Number of Shares |
| Number of Securities |
| ||||
| ||||||||||
| Warren J. Baker |
|
| 18,870 |
|
|
| 4,955 |
|
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| Richard M. Hochhauser |
|
| 1,883 |
|
|
| — |
|
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| Kim Jones |
|
| 8,436 |
|
|
| — |
|
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| Matthew S. Kissner |
|
| 12,018 |
|
|
| — |
|
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| Raymond W. McDaniel, Jr. |
|
| 8,301 |
|
|
| — |
|
|
| Eduardo Menascé |
|
| 1,883 |
|
|
| — |
|
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| William B. Plummer |
|
| 13,245 |
|
|
| — |
|
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| Bradford Wiley II |
|
| — |
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| — |
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| The mix of | |
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• | Conservative vesting provisions (5 year) for all performance shares and stock options granted under our long-term incentive plans. | ||
• | Financial performance measures used for incentive plans covering colleagues at all levels of the Company include a mix of financial metrics that are in line with operating and strategic plans. | ||
• | A significant portion of annual and long-term incentive payments are based on Company and business profitability, ensuring a correlation between pay and performance. | ||
• | Financial targets are appropriately set, and if not achieved, result in a large percentage loss of compensation. | ||
• | Executive and broad-based incentive plans cap the maximum award payable to any individual. Annual plans have a maximum payout of 2 times the target amount. Long-term plans have a maximum payout between 1 and 2 times the target amount, depending on the plan. | ||
• | Recoupment or “clawback” provisions for top executives and key finance executives in the event that an executive’s conduct leads to a restatement of the Company’s financial results. | ||
• | Stock ownership guidelines for our named executive officers, other senior officers and directors discourage excessive risk taking. | ||
We are confident that our compensation program rewards for performance, is aligned with the interests of our shareholders and does not involve risks that are reasonably likely to have a material adverse effect on the company. A more detailed discussion of the Company’s executive compensation program can be found in the Compensation Discussion and Analysis beginning on page 22. | |||
| We are required to disclose material transactions with the Company in which “related persons” have a direct or indirect material interest. Related persons include any Director, nominee for Director, executive officer of the Company, and any immediate family members of such persons. The term “transaction” is broadly defined under Securities and Exchange | ||
Commission rules to include any financial transaction, arrangement or relationship, including any indebtedness transaction or guarantee of indebtedness. | |||||
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| Based on information available to us and provided to us by our Directors and executive officers, we do not believe that there were any such material transactions in effect since May 1, | ||||
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| ||
| The Company’s Board of Directors has adopted a written policy that requires the Audit Committee to review and approve any related party transactions. Management is expected to provide the Audit Committee with specific information with respect to any such transaction expected to be entered into or continued during the current fiscal year. After reviewing this information, the Audit Committee will approve such transactions only if the following two conditions are met: (1) the transaction must be in the best interests of the Company and its shareholders; and (2) the transaction must be entered into by the Company on terms that are comparable to those that would be obtained in an arm’s length transaction with an unrelated third party. | ||||
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To promote the best corporate governance practices, the Company adheres to the Corporate Governance Principles set forth below, many of which have been in effect for more than a decade. The Board of Directors and management believe that these Principles, which are consistent with the requirements of the Securities and Exchange Commission and the New York Stock Exchange, are in the best interests of the Company, its shareholders and other shareholders, including employees, authors, customers and suppliers. The Board is responsible for ensuring that the Company has a management team capable of representing these interests and of achieving superior business performance. | |||||
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| ||||
Pursuant to the New York Stock Exchange’s Corporate Governance regulations, the Company is considered a “controlled company,” defined as a company where more than 50 percent of the voting power is held by an individual, a group, or another company. As such, the Company would be | |||||
I. Primary Duties | |||||
The Board, which is elected annually by the shareholders, exercises oversight and has final authority and responsibility with respect to the Company’s affairs, except with respect to those matters reserved to shareholders. All major decisions are considered by the Board as a whole. | |||||
The Board elects the Chief Executive Officer (“CEO”) and other corporate officers, acts as an advisor to and resource for management, and monitors management’s performance. | |||||
The Board plans for the succession of the | |||||
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| reviews and approves the |
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| c) | provides oversight of internal and external audit processes and financial reporting. |
II. Director Independence | |||
The | |||
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| The Director is not and |
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| The Director is not a significant advisor or consultant to |
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| The Director is not an executive officer, an employee, and does not have an immediate family member who is an executive officer or employee, of an organization that makes payments to, |
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| The Director is not, and has not been within the past three years, employed by or affiliated with a |
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| The Director is not, and has not been in |
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| The Director is |
When determining the independence of a Director, the ownership of, or beneficial interest in, a significant amount of stock, by itself, is not considered a factor. | |||
III. Composition of the | |||
Under the Company’s By-Laws, the Board has the authority to determine the appropriate number of directors to be elected so as to enable it to function effectively and efficiently. The Governance Committee makes recommendations to the Board concerning the appropriate size of the Board, as well as selection criteria for candidates. Each candidate is selected based on background, experience, expertise, and other relevant criteria, including other public and private company boards on which the candidate serves. In addition to the individual candidate’s background, experience and expertise, the manner in which each board member’s qualities complement those of others and contributes to the functioning of the Board as a whole are also taken into account. The Governance Committee nominates a candidate, and the Board votes on his or her candidacy. The shareholders vote annually for the entire slate of Directors. | |||
Any nominee Director who receives a greater number of “withheld” votes from his or her election than “for” votes shall tender his or her resignation for consideration by the Governance Committee. The Governance Committee shall recommend to the Board the action to be taken with respect to such resignation. | |||
IV. Director Eligibility | |||
Directors shall limit the number of other board memberships in order to insure adequate attention to Company business. Prior to joining the board of another organization, including a public or private company, as well as a not-for profit organization, directors are required to advise the Chairman of the Board, the Chair of the Governance Committee and the President | |||
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| The Board has access to all members of management and external advisors. As appropriate, the Board may retain independent advisors. |
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The CEO shall establish and maintain effective communications with the Company’s shareholder groups. The Board schedules regular executive sessions at the end of each meeting. Non-management directors meet at regularly scheduled sessions without management. The Chairman of the Board presides at these sessions. In addition, the independent directors meet at least once each year in an executive session presided over by the Chairman of the Governance Committee. | |
Employees and other interested parties may contact the non-management directors via email at: non-managementdirectors@wiley.com, or by mail addressed to Non-Management Directors, John Wiley & Sons, Inc., Mail Stop 9-12, 111 River Street, Hoboken, NJ 07030-5774 | |
VI. Board Orientation and Evaluation | |
The Board annually conducts a self-evaluation to determine whether the Board as a whole and its individual members, including the Chairman, are performing effectively. | |
The Board sponsors an orientation process for new Directors, which includes background materials on governance, law, board principles, financial and business history and meetings with members of management. The Board also encourages all of its Directors to take advantage of educational programs to improve their effectiveness. | |
VII. Director Compensation | |
The Governance Committee periodically reviews and recommends to the Board its members’ annual retainer, which is composed of cash and stock grants for all non-employee Directors. In determining the appropriate amount and form of director compensation, the Board regularly evaluates current trends and compensation surveys, as well as the amount of time devoted to Board and committee meetings. As a long-standing Board principle, non-employee Directors receive no compensation from the Company other than for their service as Board members and reimbursement for expenses incurred in connection with attendance at meetings. | |
Share ownership by each Director is encouraged. To this end, each Director is expected to own, at a date no later than three years after election to the Board, shares of common stock valued at not less than three times that Director’s annual cash compensation to which the Director is entitled for Board service. | |
VIII. Board Practices and Procedures | |
The Chairman of the Board and the CEO jointly set the agenda for each Board meeting. Agenda items that fall within the scope and responsibilities of Board committees are reviewed with the chairs of the committees. Any Board member may request that an item be added to the agenda. |
Board materials are provided to Board members sufficiently in advance of meetings to allow Directors to prepare for discussion at the meeting. | |
Various managers regularly attend portions of Board and committee meetings in order to participate in and contribute to relevant discussions. | |
| The table below shows the number of shares of the Company’s Class A and Class B Stock beneficially owned by the current directors, and the executive officers named in the Summary Compensation Table on page |
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| Shares of |
| Additional |
| Totals |
| Percent |
| Percent |
| Deferred | ||||||
Warren J. Baker |
| A | 8,201 |
| A | 4,955 |
| A | 13,156 |
|
| — |
|
| — |
|
| 18,870 |
|
| B | — |
|
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|
| B | — |
|
| — |
|
| — |
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|
Ellis E. Cousens(4) |
| A | 138,230 |
| A | 270,000 |
| A | 408,230 |
|
| 1.0 | % |
| — |
|
|
|
|
| B | — |
|
|
|
| B | — |
|
| — |
|
| — |
|
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|
Richard M. Hochhauser |
| A | — |
|
|
|
| A | — |
|
| — |
|
| — |
|
| 1,883 |
|
| B | — |
|
|
|
| B | — |
|
| — |
|
| — |
|
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|
Kim Jones |
| A | — |
|
|
|
| A | — |
|
| — |
|
| — |
|
| 8,436 |
|
| B | — |
|
|
|
| B | — |
|
| — |
|
| — |
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|
Stephen A. Kippur(4) |
| A | 235,706 |
| A | 82,500 |
| A | 318,206 |
|
| 0.6 | % |
| — |
|
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| B | — |
|
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| B | — |
|
| — |
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| — |
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Matthew S. Kissner |
| A | 1,824 |
|
|
|
| A | 1,824 |
|
| — |
|
| — |
|
| 12,018 |
|
| B | — |
|
|
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| B | — |
|
| — |
|
| — |
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|
Bonnie E. Lieberman(4) |
| A | 139,236 |
| A | 229,000 |
| A | 368,236 |
|
| 0.8 | % |
| — |
|
|
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| B | — |
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| B | — |
|
| — |
|
| — |
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|
Raymond W. McDaniel, Jr. |
| A | 500 |
|
|
|
| A | 500 |
|
| — |
|
| — |
|
| 8,301 |
|
| B | — |
|
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| B | — |
|
| — |
|
| — |
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Eduardo Menascé |
| A | — |
|
|
|
| A | — |
|
| — |
|
| — |
|
| 1,883 |
|
| B | — |
|
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| B | — |
|
| — |
|
| — |
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|
William J. Pesce(4) |
| A | 914,742 |
| A | 852,500 |
| A | 1,767,242 |
|
| 3.5 | % |
| 1.2 | % |
|
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|
| B | — |
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| B | — |
|
| — |
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| — |
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William B. Plummer |
| A | — |
|
|
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| A | — |
|
| — |
|
| — |
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| 13,245 |
|
| B | — |
|
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| B | — |
|
| — |
|
| — |
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|
Eric A. Swanson |
| A | 137,927 |
| A | 185,000 |
| A | 322,927 |
|
| 0.7 | % |
| — |
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| B | 3,200 |
|
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| B | 3,200 |
|
| — |
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| — |
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Bradford Wiley II(5)(6)(7) |
| A | 1,362,967 |
|
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|
| A | 1,362,967 |
|
| 3.0 | % |
| 1.0 | % |
|
|
|
| B | 2,720,752 |
|
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| B | 2,720,752 |
|
| 28.2 | % |
| 19.0 | % |
|
|
Peter Booth Wiley(5)(6)(7) |
| A | 1,381,690 |
|
|
|
| A | 1,381,690 |
|
| 3.0 | % |
| 1.0 | % |
|
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| B | 2,720,752 |
|
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| B | 2,720,752 |
|
| 28.2 | % |
| 19.0 | % |
|
|
All directors and executive |
| A | 5,978,697 |
| A | 1,882,708 |
| A | 7,861,405 |
|
| 15.3 | % |
| 5.3 | % |
|
|
officers as a |
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|
group (22 persons) |
| B | 8,222,052 |
|
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| B | 8,222,052 |
|
| 85.3 | % |
| 56.6 | % |
|
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|
Section 16(a) Beneficial Ownership Reporting Compliance |
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| Shares of |
| Additional |
| Totals |
| Percent |
| Percent |
| Deferred |
| ||||||
Mark Allin(4) |
| A | 2,877 |
|
| 14,850 |
|
| 17,727 |
| .04 | % |
| — |
|
|
| — |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Mari Jean Baker |
| A | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| 1,154.65 |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Warren J. Baker |
| A | 4,201 |
|
| — |
|
| 4,201 |
| — |
|
| — |
|
|
| 25,444.11 |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Ellis E. Cousens(4) |
| A | 75,634 |
|
| 157,300 |
|
| 232,934 |
| 0.4 | % |
| — |
|
|
| — |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
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| — |
|
Jean-Lou Chameau |
| A | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| 1,154.65 |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Linda P.B. Katehi |
| A | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| 1,154.65 |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Matthew S. Kissner |
| A | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| 16,836.46 |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Raymond W. McDaniel, Jr. |
| A | 500 |
|
| — |
|
| 500 |
| — |
|
| — |
|
|
| 15,142.93 |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Eduardo Menascé |
| A | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| 6,212.21 |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Steven J. Miron(4) |
| A | 2,419 |
|
| 17,600 |
|
| 20,019 |
| 0.06 | % |
| — |
|
|
| — |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
William J. Pesce |
| A | 305,355 |
|
| 300,000 |
|
| 605,355 |
| .2 | % |
| — |
|
|
| — |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
William B. Plummer |
| A | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| 23,221.70 |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Stephen M. Smith(4) |
| A | 52,599 |
|
| 100,363 |
|
| 152,962 |
| .26 | % |
| — |
|
|
| — |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Kalpana Raina |
| A | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| 4,239.06 |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Gary Rinck(4) |
| A | 30,555 |
|
| 82,500 |
|
| 113,055 |
| 0.1 | % |
| — |
|
|
| — |
|
|
| B | — |
|
| — |
|
| — |
| — |
|
| — |
|
|
| — |
|
Bradford Wiley II(5)(6)(7) |
| A | 1,200,901 |
|
| — |
|
| 1,200,901 |
| 2.4 | % |
| 0.8 | % |
|
| — |
|
|
| B | 2,790,752 |
|
| — |
|
| 2,790,752 |
| 29 | % |
| 19 | % |
|
| — |
|
Peter Booth Wiley(5)(6)(7) |
| A | 1,381,690 |
|
| — |
|
| 1,381,690 |
| 2.7 | % |
| 0.9 | % |
|
| — |
|
|
| B | 2,720,752 |
|
| — |
|
| 2,720,752 |
| 29 | % |
| 19 | % |
|
| — |
|
All directors and executive |
| A | 4,749,605 |
| A | 759,163 |
| A | 5,508,768 |
| 10.7 | % |
| 3.5 | % |
|
| — |
|
officers as a group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23 persons) |
| B | 8,279,389 |
|
| — |
| B | 8,279,389 |
| 87 | % |
| 56.8 | % |
|
| — |
|
(1) | This table is based on the information provided by the individual directors or executives. In the table, percent of class was calculated on the basis of the number of shares beneficially owned as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, divided by the total number of shares issued and outstanding plus the number of shares |
of the class issuable to the individual director or executive officer pursuant to the options exercisable under the Company’s stock option plans on or before September 22, | ||
| ||
(2) | Shares issuable pursuant to options exercisable under the Company’s stock option plans on or before September 22, | |
| ||
(3) | This amount represents the number of shares of Class A Common Stock credited to the participating director’s account pursuant to the Deferred Compensation Plan for Directors’ Fees, described on | |
| ||
(4) | Includes Class A shares of restricted stock subject to forfeiture awarded under the Company’s long-term incentive plans as follows: Mr. |
| |
(5) | Bradford Wiley II and Peter Booth Wiley, as co-members with Deborah E. Wiley, of the E.P. Hamilton Trusts LLC, share voting and investment power with respect to 462,338 shares of Class A Stock and 8,125,536 shares of Class B Stock. For purposes of this table, each is shown as the owner of one-third of such shares. |
| |
(6) | Bradford Wiley II and Peter Booth Wiley, as co-trustees with Deborah E. Wiley, share voting and investment power with respect to 55,072 shares of Class A Stock and 36,720 shares of Class B Stock under the Trust of Esther B. Wiley. For purposes of this table, each is shown as the owner of one-third of these shares. |
| |
(7) | Bradford Wiley II and Peter Booth Wiley, as general partners of a limited partnership with Deborah E. Wiley, share voting and investment power with respect to 301,645 shares of Class A Stock owned by the partnership. For purposes of this table, each is shown as the owner of one-third of such shares. |
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| Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. | ||
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| Based on our review we believe that during fiscal | ||
The following is the report of the Audit Committee of the Company with respect to the Company’s audited financial statements for the fiscal year ended April 30, 2012. | |||
Audit Fees | |||
Total aggregate fees billed by KPMG LLP (“KPMG”) for professional services in connection with the audit and review of the Company’s Consolidated Financial Statements, and statutory audits of the Company’s international subsidiaries were $2,242,000 and $1,903,000 in fiscal years 2012 and 2011, respectively. | |||
Audit Related Fees | |||
The aggregate fees billed for audit related services, including due diligence related to acquisitions, employee benefit plan audits and consultation on acquisitions were $124,000 and $110,000 in fiscal years 2012 and 2011, respectively. | |||
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Tax Fees | ||
The aggregate fees billed for services rendered by KPMG tax personnel, except those services specifically related to the audit of the financial statements, were $350,000 and $293,000 in fiscal years 2012 and 2011, respectively. Such services include tax planning, tax return reviews, advice related to acquisitions, tax compliance and compliance services for expatriate employees. | ||
Other Non-Audit Fees | ||
The aggregate non-audit fees were $182,000 and $0 in fiscal years 2012 and 2011, respectively. | ||
The Audit Committee has advised the Company that in its opinion the services rendered by KPMG LLP are compatible with maintaining their independence. | ||
The Audit Committee is responsible for oversight of the Company’s accounting, auditing and financial reporting process on behalf of the Board of Directors. The Committee consists of three members who, in the judgment of the Board of Directors, are independent and financially literate, as those terms are defined by the Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (the “NYSE”). The Board of Directors has determined that all the members of the Committee satisfy the financial expertise requirements and have the requisite experience to be designated “audit committee financial experts” as that term is defined by the rules of the SEC and NYSE. | ||
Management has the primary responsibility for the preparation, presentation and integrity of the financial statements of the Company; for maintaining appropriate accounting and financial reporting policies and practices; and for internal controls and procedures designed to assure compliance with generally accepted US accounting standards and applicable laws and regulations. The Committee is responsible for the oversight of these processes. In this fiduciary capacity, the Committee has held discussions with management and the independent auditors regarding the fair and complete presentation of the Company’s results for the fiscal year ended April 30, 2012. Management has represented to the Committee that the Company’s financial statements were prepared in accordance with generally accepted US accounting principles. The Committee has discussed with the independent auditors significant accounting principles and judgments applied by management in preparing the financial statements as well as alternative treatments. The Committee discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). | ||
The Audit Committee has had discussions with, and received regular status reports from, the independent auditors and the Vice President of Internal Audit regarding the overall scope and plans for their audits of the Company, including their scope and plans over management’s assessment of the effectiveness of internal control over financial reporting. The independent auditors provided the Audit Committee with written disclosures and the letter required by applicable professional and regulatory standards relating to KPMG’s independence from the Company, including the Public Company Accounting Oversight Board pertaining to the independent accountant’s communication with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors their independence. | ||
The Committee also considers whether providing non-audit services is compatible with maintaining the auditor’s independence. The Audit Committee has adopted a policy of pre-approving all audit and non-audit services performed by the independent auditors. The Audit Committee may delegate authority to one or more of its members to grant pre-approvals of non-audit services, provided that the pre-approvals are presented to the Audit Committee for ratification at its next scheduled meeting. | ||
Persons with complaints or concerns about accounting, internal controls or auditing matters may contact the Audit Committee by addressing a letter to: Chairman of the Audit Committee, John Wiley & Sons, Inc., P. O. Box 1569, Hoboken, NJ 07030-5774. | ||
Based upon the review and discussions referred to above, the Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012, as filed with the Securities and Exchange Commission. | ||
Audit Committee | ||
Matthew S. Kissner, Chairman, Jean-Lou Chameau, Raymond W. McDaniel, Jr. | ||
| The Executive Compensation | |
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| Eduardo Menascé, Chairman | |
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| No member of the Executive Compensation & Development Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Executive Compensation and Development Committee. | |
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John Wiley & Sons, Inc. Class A |
| $ | 100.00 |
| $ | 119.26 |
| $ | 121.96 |
| $ | 126.07 |
| $ | 156.61 |
| $ | 117.01 |
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| $100.00 |
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| $124.20 |
| $92.78 |
| $117.40 |
| $143.54 |
| $129.56 |
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Russell 1000 |
| 100.00 |
| 93.59 |
| 59.03 |
| 81.09 |
| 93.89 |
| 95.75 |
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Dow Jones Publishing Index |
| 100.00 |
| 93.56 |
| 89.36 |
| 98.67 |
| 70.79 |
| 45.54 |
| 100.00 |
| 71.74 |
| 46.15 |
| 61.34 |
| 72.48 |
| 73.00 |
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Russell 1000 |
| 100.00 |
| 105.32 |
| 120.71 |
| 136.50 |
| 127.74 |
| 80.57 | |||||||||||||||||||||||||
S&P 400 Midcap |
| 100.00 |
| 108.48 |
| 137.61 |
| 149.78 |
| 143.81 |
| 96.20 |
| 100.00 |
| 96.01 |
| 64.23 |
| 94.21 |
| 116.21 |
| 113.47 |
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| The above graph provides an indicator of the cumulative total return to shareholders of the Company’s Class A Common Stock as compared with the cumulative total return on the Russell 1000, the Dow Jones Publishing Index and the S&P 400 Midcap, for the period from April 30, |
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Introduction | |||||
This Compensation Discussion and Analysis, or “CD&A,” describes the fiscal year 2012 compensation program for John Wiley & Sons, Inc.’s senior | |||||
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| • | Recruit and retain the highest caliber of executive talent by offering a competitive compensation | ||
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| • | Motivate and reward executives for achieving strategic and financial objectives through the use of annual cash | ||
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| • | Align executives’ and shareholders’ interests through awards of equity components that are dependent upon the performance of the Company and encourage the acquisition of a significant ownership stake in the Company. | ||
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This CD&A describes how the Executive Compensation and Development Committee (the “Committee”) of the Board of Directors (the “Board”) considered our business strategy, our compensation philosophy, and the overarching goals that guide our executive compensation program to arrive at fiscal year 2012 compensation decisions for our executives, including our named executive officers (“NEOs”) whose compensation is set forth in the 2012 Summary Compensation Table and other compensation tables contained in this proxy statement. | |||||
Our fiscal year 2012 NEOs are: | |||||
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• | Ellis E. Cousens,Executive Vice President, Chief Financial and Operations Officer | ||||
• | Steven J. Miron,Senior Vice President, Scientific, Technical, Medical and Scholarly Publishing | ||||
• | Gary Rinck,Senior Vice President, General Counsel | ||||
• | Mark J. Allin, Senior Vice President, Professional and Trade | ||||
Executive Summary | |||||
Financial Results | Despite challenges in some of our markets, the Company delivered better than expected EPS and free cash flow – a testament to the strength of our business in an increasingly digital marketplace, the flexibility of our cost structure, and prudent expense management during the fiscal year. Revenue growth for the Company this year was modest and below our original guidance of mid-single digits, with much of the gap attributed to weak economic conditions in Europe, impacting all three of our businesses, a difficult year for higher education, particularly around for-profit enrollments, and retail challenges in the Professional/Trade segment, especially around our consumer business. The Company achieved growth on a currency neutral basis of 1% for revenue; 11% for adjusted earnings per share (after excluding a $0.12 per share tax reserve release, originally recorded as part of the purchase accounting for the Blackwell acquisition, and $0.14 per share derived from a legislative reduction in the UK Corporate income tax rate); and U.S. GAAP EPS growth of 21%. The Company generated $260 million in free cash flow, $5 million better than expected, and reduced net debt by $37 million during the year to $215 million. The Company repurchased 1.9 million shares this year at a cost of $87 million, and in June 2011, increased its dividend 25% to $0.20 per shares a quarter, representing the eighteenth consecutive yearly increase. The Company continues to invest in and shift to digital delivery in all of our businesses, resulting in new revenue/business models, new opportunities in emerging markets, and margin and working capital improvements. The shift to digital continues at a fast pace, with just over 40% of the Company’s fiscal year 2012 revenue generated from digital products and services. During fiscal year 2012, the Company acquired a high-growth, high-margin, and mainly digital business focused on professionals (Inscape) and explored opportunities to realign our trade and consumer business. We feel confident about the must-have nature of our content, the opportunities to develop and acquire content-enabled services for our customers, and the prospects to improve efficiencies and increase overall margins. | ||||
Executive Compensation Program | The Company’s compensation program emphasizes variable, performance-based compensation that promotes the achievement of short-term and long-term business objectives aligned with the Company’s business strategy and rewards performance when those objectives are met. The 2012 annual and long-term incentive plans were structured so that actual compensation received was aligned with Company performance based on key metrics such as corporate and business revenue, | ||||
earnings per share (“EPS”), business earnings before interest, taxes and amortization (“EBITA”), free cash flow (“FCF”) and strategic milestones that benefited the Company in fiscal year 2012 and will benefit the Company in the future. We believe these metrics are aligned with driving long-term shareholder value, and provide appropriate line-of-sight. | |||
The following chart provides a brief summary of the principal elements of John Wiley & Sons, Inc.’s executive compensation program for 2012, described in more detail later in this CD&A. | |||
Compensation | Form | Compensation | Relation | 2012 |
Base Salary | Fixed annual cash, paid on a semi-monthly basis | Fixed compensation that is externally competitive, and allows us to attract and retain executive talent. | Increases in base salary reflect market positioning, economic conditions, and the Committee’s assessment of Company and individual performance over the prior year. | The Company’s US merit budget was 3%. The NEOs salary increases ranged from 3.2% to 28%, reflecting the continued transition of leadership at the highest levels of the Company during fiscal year 2012, including the CEO and the heads of our global businesses. |
Short-Term Incentive | Cash, paid on an annual basis | Motivate the executive to contribute to the Company’s success in achieving annual corporate and business financial goals and strategic objectives. When combined with a competitive base salary, provides total targeted cash compensation above the market median which helps the Company attract and retain executive talent. | 75% of the target annual incentive is based on financial goals, including corporate and business revenue, EPS, business EBITA, and FCF. The remaining 25% of the target annual incentive is based on achievement of strategic milestones that are intended to further the Company’s success. | Target incentives for the NEOs range from 75% to 110% of base salary. |
Long-Term Incentives | Non-qualified stock options granted each year, with vesting 50% on April 30th of the fourth and fifth years after grant | Ensures alignment of executive and shareholder interests and rewards. When combined with a competitive target cash compensation package and restricted performance shares, stock options provide a competitive total target direct compensation package that helps the Company attract and retain executive talent. | The increase in value of non-qualified stock options is dependent on improvements in stock price. | June 2011 grants of non- qualified stock options represent approximately 60% of the NEOs’ target long-term value. |
Restricted performance shares granted each year with a 3-year performance cycle, and if earned, shares become restricted and vest 50% on April 30th of the fourth and fifth years after grant | Motivates the executive to contribute to the Company’s success in achieving long-term corporate financial goals that drive shareholder value. When combined with a competitive target cash compensation package and stock options, restricted performance shares provide a competitive total target direct compensation package that helps the Company attract and retain executive talent. | EPS and cumulative FCF are the performance measures used, with a weight of 60% and 40%, respectively. | NEOs received approximately 40% of their target long-term value in restricted performance shares for the fiscal year 2012-14 performance cycle. |
We also provide the following additional benefits to our senior executives for the financial security and current / future well-being of the executives and their families, as described in more detail later in this CD&A: |
Benefit | Form | Purpose |
Health and Welfare Benefits | Flexible benefits program provided to all employees, where flex dollars are provided to help pay the cost of health insurance, life, disability and AD&D insurance | Health and welfare benefits are market competitive and are provided primarily for the well-being of the executive and his/her family. |
Retirement Plans | Qualified savings and retirement plans | Qualified retirement plan benefits are market competitive and provide some post-retirement income for the executive, in addition to providing incentive for a long-term career with the Company. |
Non-qualified Supplemental Benefit Plan (the “Excess Plan”) | Restore benefits lost under the qualified retirement plan due to limitations imposed by Internal Revenue Code regulations to the same level as other colleagues who are not restricted by Internal Revenue Code limitations. | |
Non-qualified Supplemental Executive Retirement Plan (the “SERP”) | Assure that executives are provided with an adequate retirement income due to tax rules governing qualified retirement plans that place significant limitations on the benefits which can be paid to executives. Helps the Company attract and retain executive talent. | |
Non-qualified Deferred Compensation Plan | Enables executives to prepare for future financial security by allowing the deferral of otherwise taxable income on a pre-tax basis, with various investment options and flexible payment options. | |
The John Wiley & Sons Limited Retirement Benefits Scheme (“UK Qualified Plan”) | Approved (qualified) retirement plan benefits are market competitive and provide retirement income for employees on a defined benefit basis in addition to providing an incentive for a long term career with the Company. This scheme is closed to new entrants. |
Benefit | Form | Purpose |
The Unapproved Supplemental UK Plan (the “UK Non-Qualified Plan”) | Restores benefits “lost” under the UK Qualified Plan due to limitations imposed by the UK Revenue authorities to the same level as other colleagues in the UK Qualified Plan who are not affected by those restrictions. This UK Non-Qualified Plan is by Company invitation only. | |
Perquisites | Physical exams, financial planning, tax preparation, health club membership | Perquisites are market competitive and provided primarily for the financial security and productivity of the executive. |
Corporate Governance | We endeavor to maintain sound governance standards with respect to our executive compensation program. The following policies and practices were implemented during fiscal year 2012: | ||
• | Mr. Smith’s base salary severance in the event of a “without cause termination” or “constructive discharge” with or without a change of control remains at 24 months as President and CEO. | ||
• | In fiscal year 2012, we eliminated tax “gross-ups” for the limited perquisites provided to our executive officers. | ||
• | In fiscal year 2012, we modified the executive employment agreements to eliminate excise tax “gross-ups” upon a change of control. | ||
• | In fiscal year 2012, we modified the executive employment agreements and all equity award agreements to specify that for equity awards beginning with the fiscal year 2012 equity grants (awarded in June 2011), double-trigger vesting of equity upon a change of control will apply in cases where the acquiring company is a publicly traded company, and that company assumes or replaces the outstanding equity. | ||
• | Beginning with the fiscal year 2012 equity grants (awarded in June 2011), we implemented stock retention requirements for our executive officers, including the NEOs, that require retention of 50% of the net shares acquired upon the exercise of stock options or the payment or vesting of any performance shares and restricted stock until the executive satisfies our stock ownership salary multiple. | ||
• | Effective May 1, 2011, the share ownership requirement for our President and CEO was increased to six times base salary. | ||
Compensation | In addition to the new corporate governance practices noted above, the Company continues to implement and maintain best practices in its executive compensation program. These practices include the following: | ||
• | The Committee, currently composed of three independent directors, has engaged an independent compensation consultant that has no other ties to the Company or its management, and that meets the selection criteria developed by the Committee (see “Role of Compensation Consultant” below). | ||
• | An appropriate compensation mix that is designed to balance the emphasis on short-term and long-term performance, in line with the Company’s operating and strategic plans. The majority of incentive compensation for executive officers is associated with the long-term performance of the Company, which ensures a correlation between executive and shareholder rewards. | ||
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| • | Financial targets used in both the short and long-term incentive plans are appropriately set and if not achieved, result in a large percentage reduction in compensation. | |||
• | The Company’s equity awards under the Executive Long-Term Incentive Plan provide for a conservative five-year vesting, except in limited circumstances involving performance shares for completed cycles upon executive retirement. | |||||
• | The Committee believes that the ultimate goal of the long-term incentive program is to align the interests of shareholders and management. To reinforce this principle, the Committee established stock ownership guideline for all officers participating in the long-term incentive program. The ownership guidelines for the President and CEO is six times base salary. The ownership guideline for the other senior executives, including the NEOs, is two and one-half times base salary. Shares counted toward the ownership guidelines include: | |||||
• | Shares owned outright | |||||
• | Half of the performance shares earned (i.e.where the performance cycle has been completed) but not yet vested. (Assumes half will be surrendered to pay taxes.) | |||||
• | Half of any time-based restricted shares granted. (Assumes half will be surrendered to pay taxes.) | |||||
Mr. Cousens and Mr. Rinck have exceeded their targeted shareholdings. Messrs Smith, Miron and Allin are all new to their roles and have not yet met their targeted shareholdings. | ||||||
• | To insure that our compensation program does not encourage excessive risk taking, in July 2010 we introduced a clawback provision in both the annual and long-term incentive plans covering the top 350 colleagues in the Company. The clawback provision allows the Company to recoup incentive payments to covered incentive participants in the event that the Company needs to restate its financial results because of fraud, gross negligence or intentional misconduct on the part of one or more employees and/or because of material non-compliance with Securities laws. | |||||
Compensation Principles and Practices | ||||||
Principles of | The following principles and practices shaped the design and implementation of our compensation program for fiscal year 2012. The principles and practices help ensure the following: | |||||
| • | Compensation is merit based in that the total compensation opportunity and actual payout for each executive is based on current responsibilities, future potential and sustained performance against challenging financial and strategic objectives. | ||||
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| • | There is a correlation between compensation (both annual and long-term) and the Company’s performance. The program is structured such that at executive levels a larger portion of annual and total compensation is variable driven by performance and significantly composed of stock-based compensation. | |||
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| • | The program is competitive with the total compensation program of competitor companies in the publishing/information and media industries when performance goals are achieved. To that end the Committee | |||
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Role of | The executive compensation consultant reports directly to the Committee, and works collaboratively with management with regard to the administration and any required analysis in support of the executive compensation program. Effective in December 2010, the Committee engaged the firm of Frederic W. Cook & Co., (“Cook”) as its independent compensation consultant. Following are the services provided to the Committee by Cook during fiscal year 2012: | ||
• | Provide market data and recommendations on fiscal year 2012 executive compensation, including conference calls with the Committee and management, as needed. | ||
• | Present the market data report with respect to fiscal year 2012 compensation at the March 2011 Committee meeting. Attend any other meetings as required by the Committee. | ||
• | Continue to monitor the Company’s executive compensation program and advise the Committee of plans or practices that might be modified to improve effectiveness, competitiveness and alignment with good corporate governance principles. | ||
• | Review the Company’s executive compensation philosophy and competitive positioning for reasonableness and appropriateness. | ||
• | Advise the Committee on management proposals, as requested. | ||
• | Undertake special projects at the request of the Committee. | ||
• | Review the Compensation Discussion and Analysis, compensation tables and other compensation-related disclosures included in the Company’s proxy statements. | ||
• | Proactively advise the Committee on best-practices for governance of executive compensation as well as areas of concern and risk in the Company’s program. | ||
• | Proactively advise the Committee on legislative and regulatory developments related to compensation policies and programs and compensation-related disclosure. | ||
Roles of the | As described in greater detail below, individual base salaries, annual cash incentive awards and long-term incentive grant amounts are determined within the framework of the executive’s position and responsibility, individual performance and future leadership potential, as determined by the President and CEO in consultation with the Committee, or by the Committee in the case of the President and CEO, as well as with regard to the external marketplace. | ||
The President and CEO presents compensation recommendations for the senior executives, including the NEOs, to the Committee for its review and approval. The Committee evaluates the performance of the President and CEO, determines his compensation, and discusses its recommendation with the Board of Directors in executive session. | |||
Determination of Target Compensation Levels | |||
Compensation | Our executive compensation program for the senior executives, including the NEOs, consists of base salaries, a target cash incentive expressed as a percent of base salary and target long-term equity awards. Each executive’s base salary, target annual cash incentive and long-term incentive award value is reviewed annually and is adjusted when and if needed, depending on market conditions, to remain competitive with the external market. The program is designed to pay median base salaries, above-median total cash compensation for the achievement of challenging financial targets and strategic objectives and below-median total cash compensation when those targets are not attained. Third quartile levels of total direct compensation can be attained when challenging, long-term financial goals are achieved and accompanied by future share price appreciation. | ||
Compensation | The compensation for each senior executive position is benchmarked using publishing/media and general industry survey data. The Committee’s executive compensation consultant prepares an annual executive compensation competitive review report, using data from the Towers Watson U.S. Media Industry Survey and the Towers Watson U.S. General Industry Survey. The benchmarking report prepared by Cook using the Towers Watson survey data related to fiscal year 2012 executive compensation, and incorporated data from a peer group of 83 publishing companies from the 2010 Towers Watson U.S. Media Industry Survey, in addition to over 317 companies in the 2011 Towers Watson U.S. General Industry Survey. For | ||
the senior executives who lead our three global businesses, only the publishing / media industry survey data is used, since that represents the competitive market for the leaders of our global businesses. For corporate executives, the data is weighted two thirds to the publishing / media industry data and one-third to general industry data, recognizing that the competitive market for our corporate executives is broader than the publishing / media industry. The executive compensation consultant presents its review to the Committee at its March meeting as a way of assisting the Committee in ascertaining the competitiveness of the executive compensation program within our core publishing and information business, as well as the general industry. | |||
Each year, compensation decisions covering base salary, annual incentives and stock-based awards are primarily driven by assessments of individual and Company performance. Comparisons are also made to the compensation survey data. Individual annual and long-term incentive payments from preceding years are not a significant factor in determining recommendations for the total compensation opportunity for an upcoming year. | |||
Compensation for the President and CEO is established using the same process and philosophy previously discussed for the other senior executives, including the NEOs. The Committee establishes the President and CEO’s base salary, target annual incentive and stock-based awards using the executive compensation competitive review report based on an independently researched compensation survey prepared annually by the executive compensation consultant. In addition, the President and CEO’s compensation relative to the next two highest-compensated executives is evaluated. | |||
Pay Mix | As noted more fully below and in other sections of this Proxy Statement, a significant portion of target total direct compensation (defined as base salary, target annual incentives and the target value of stock-based awards) granted to our NEOs in fiscal year 2012 is aligned closely with shareholder interests, since it is based on the attainment of annual and long-term financial objectives, which we believe drive shareholder value. The following graph illustrates the average pay mix for our NEOs in fiscal year 2012. Our President and CEO and our Executive Vice President, Chief Financial and Operations Officer have a heavier weight, 60% and 53% respectively, on long-term variable compensation (and corresponding lighter weight on cash compensation) than our other senior executives, to reflect their primary impact on Company results and to ensure alignment with shareholder interests. | ||
Fiscal Year 2012 Average NEO Pay Mix | |||
| |||
We believe that this incentive design provides strong motivation to focus on attaining results that create shareholder value. | |||
Compensation Elements | |||
Base Salaries | Base salaries are provided to our senior executives, including our NEOs, for performing their day-to-day responsibilities. Competitive base salaries allow the Company to attract and retain executive talent. The base salaries of our NEOs are based on a review of the competitive | ||
median marketplace for equivalent executive positions as previously discussed, assessment of the senior executive’s individual performance by the President and CEO (or in the case of the President and CEO, by the Committee), internal pay relationships among senior executives based on relative duties and responsibilities, the individual’s future advancement potential, and the Company’s annual merit budget. Base salary increases, if any, are effective July 1 of each year. For fiscal year 2012, the Company’s US merit budget was 3%, and the NEOs’ salary increases ranged from 3.2% to 28%, reflecting the continued transition of leadership at the highest level of the Company, including the CEO and the heads of our global businesses. | |||
Annual Incentives | Annual incentives are intended to motivate and reward senior executives for achieving short-term business objectives that drive Company and business unit performance. Annual incentives are payable for the achievement of annual financial performance goals established by the Committee and for individual performance and contributions. The financial goals represent 75% of the targeted annual incentive, and strategic objectives represent 25% of the targeted annual incentive, to ensure payment of annual incentives is commensurate with Company, and where applicable, business unit performance. For fiscal year 2012 and earlier fiscal years, payouts, if any, could range from 0 to 200% of the target incentive, depending on the level of achievement of financial goals and strategic objectives between threshold and outstanding levels of performance. Financial goals are based upon a strategic plan presented to and approved by the Board of Directors annually. At the end of the performance cycle a payout factor is calculated using actual results against the target for the financial measures. This results in a payout from 0 to 200% for financial objectives. A rating from 0 to 200% is also established for performance on strategic objectives. The results are combined to produce an annual incentive award of between 0 and 200% of the targeted award for each executive participating in the plan. | ||
Beginning in fiscal year 2013, the payout of annual incentives can range from 0% to 150% and threshold payout will move from 25% to 50% of target. Additionally, the range of financial performance between threshold and outstanding will be wider than in the past. This is more typical incentive design for companies with an above-median compensation philosophy. | |||
Quantitative and qualitative strategic objectives are set based on the following over-arching goals: | |||
• | Increase profitability, cash flow and return on investment | ||
• | Build long-term relationships with our customers | ||
• | Enhance Wiley’s position as the “place to be” for all stakeholders | ||
The Company uses a Performance Management Program that measures performance against financial goals approved by the Committee as well as other quantitative and qualitative strategic objectives established at the beginning of the fiscal year. The Committee approves the strategic objectives of the President and CEO, evaluates his performance and discusses its recommendation with the Board of Directors in executive session. The President and CEO evaluates the performance of the members of the senior executives, including the NEOs, and presents his ratings to the Committee for its review and approval. | |||
Following are the fiscal year 2012 target annual incentives for the NEOs: | |||
Named Executive Officer | Target Annual Incentive | |||||
Stephen M. Smith | 110 | % | ||||
Ellis E. Cousens | 100 | % | ||||
Steven J. Miron | 90 | % | ||||
Gary Rinck | 75 | % | ||||
Mark J. Allin | 90 | % | ||||
For fiscal year 2012, the corporate performance measures used were revenue, EPS and normalized FCF weighted at 30%, 40% and 30%, respectively. Performance goals for individual businesses were based on revenue and EBITA, weighted at 40% and 60%, respectively. These performance measures are relevant measures of our corporate and business unit success and align shareholder and executive interests. The relative weight on the profit measure(s) ensures an appropriate distribution of incentives paid vis-a-vis what is retained by the Company in pre-tax income. | ||||
In fiscal year 2012, in comparison to the target goals set by the Committee for annual incentive purposes (see table immediately following) revenue achievement was 96.2% of target, EPS achievement was 100.6% of target, and normalized FCF achievement was 102.3% of target, resulting in a payout of 90.9% of target for the corporate performance measures. |
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| Financial Objective |
| 2012 |
| 2012 |
| 2012 |
| 2012 |
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| ||||||||||
| ||||||||||
| Revenue ($000) |
| 95% |
| $1,830,000 |
| 105% |
| $1,761,200 |
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| EPS |
| 93% |
| $3.20 |
| 107% |
| $3.22 |
|
| Normalized FCF ($000) |
| 85% |
| $255,000 |
| 115% |
| $260,847 |
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Note: | Financial results used for incentive payment purposes are adjusted to budgeted foreign exchange rates. Certain items and events may be excluded as permitted by the shareholder-approved 2009 Executive Annual Incentive Plan. For fiscal year 2012, the principal exclusions were a non-cash tax benefit due to a reduction in the United Kingdom statutory income tax rate, and a tax reserve release, originally recorded as part of the purchase accounting for the Blackwell acquisition. Free cash flow is defined by the Company as cash from operating activities less cash used for investing activities excluding acquisitions. | |
Following are the actual fiscal year 2012 annual incentives paid to the NEOs as a percentage of target: | ||
Named Executive Officer | Incentive Payout as a % | |||
Stephen M. Smith | 106% | |||
Ellis E. Cousens | 98% | |||
Steven J. Miron | 89% | |||
Gary Rinck | 98% | |||
Mark Allin | 98% | |||
Long-Term | Long-term incentives are intended to motivate and reward senior executives for achieving long-term (three-year) business objectives that drive Company performance. The long-term incentive compensation program for senior executives, including the NEOs, consists of annual grants of restricted performance shares and stock options, weighted at approximately 40% and 60% of long-term target value, respectively. The Committee believes the combined grants of stock options and restricted performance shares provide an appropriate balance between risk and potential reward and serve as an effective retention tool for superior performers. In administering the long-term incentive program, the Committee considers data from the executive compensation survey previously discussed (which utilize FASB Accounting Standards Codification (“ASC”) Topic 718 value for equity), and the recommendations of the President and CEO, to establish the targeted equity awards (value and number of shares) for each executive. |
• | Performance sharesare used to encourage ownership and retention, and are payable for the achievement of three-year corporate financial performance goals established by the Committee. The use of corporate performance measures focuses the senior executives on the overall success of the Company, which is where shareholder value is reflected. Financial goals are based upon a strategic plan presented to and approved by the Board of Directors annually. At the end of the performance cycle a payout factor is calculated based on actual results against the threshold, target and outstanding performance levels, resulting in a payout from 0 to 200% of the targeted number of performance shares. Beginning with the fiscal year 2013-15 performance cycle, payout can range from 0% to 150% of the targeted number of performance shares, and threshold payout will move from 25% to 50% of target. Additionally, the stretch of financial performance at outstanding will be higher than in the past. This is a more typical incentive design for companies with an above-median compensation philosophy, and is consistent with the design change being made to the annual incentive plan beginning in fiscal year 2013. | ||
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| For the fiscal year 2010-12 performance cycle, EPS and cumulative normalized free cash flow (FCF) were the performance measures used, weighted at 60% and 40%, respectively. |
These performance measures are meaningful measures of our financial health, drivers of shareholder value, and the focus of the long-term investors the Company wishes to attract. | |||
For the fiscal year 2010-12 performance cycle, in comparison to the target goals set by the Committee for long-term incentive purposes (see table immediately following), EPS achievement was 100% of target, and FCF achievement was 118.8% of target, resulting in a payout of 140% of the targeted number of shares for this performance cycle. |
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| Financial Objective | FY2010-12 | FY2010-12 | FY2010-12 | FY2010-12 |
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| EPS | 90% | $3.22 | 105% | $3.22 |
| FCF | 90% | $590,000 | 105% | $701,000 |
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Note: | Financial results used for long-term incentive payment purposes may be adjusted to budgeted foreign exchange rates and for certain items and events as permitted by the shareholder-approved 2009 Key Employee Stock Plan. For the 2010-12 cycle, the principal exclusions were a non-cash tax benefit due to a reduction in the United Kingdom statutory income tax rate, and a tax reserve release, originally recorded as part of the purchase accounting for the Blackwell acquisition. |
• | Stock optionsare used to align the interests of management with those of the Company’s shareholders, and are designed to provide long-term equity-based compensation tied to future appreciation of Wiley’s common stock price. | ||
Target equity grants for the NEOs for the fiscal year 2012-14 performance cycle are detailed in the Summary Compensation and Grants of Plan-Based Awards tables. | |||
Retirement and Post- | All NEOs are eligible to participate in the Company’s qualified savings and retirement plans. However, because U.S. and UK tax rules governing qualified retirement plans place significant limitations on the benefits that can be paid to executives, the Company has adopted four nonqualified deferred compensation plans to supplement their qualified retirement benefits. | ||
• | Nonqualified Supplemental Benefit Plan (the “Excess Plan”).The Excess Plan was adopted by the Board of Directors to restore benefits that cannot be provided under the Retirement Plan of John Wiley & Sons, Inc. due to limitations imposed by the Internal Revenue Code. | |
• | Supplemental Executive Retirement Plan (the “SERP”).To assure that executives were provided with an adequate retirement income, and to attract and retain executive talent, the Company implemented the SERP which was later amended. The SERPs are more fully described on pages 38-39. | |
• | Deferred Compensation Plan.The Deferred Compensation Plan was adopted by the Board of Directors to address the opportunity to defer compensation for those executives who are not able to take full advantage of the Company’s qualified Savings Plan because of tax rules limiting contributions. | |
• | UK Unapproved Supplemental Plan (the “UK Non-Qualified Plan”).The UK Non-Qualified Plan was adopted by the Board of Directors to restore benefits for selected individuals that cannot be provided under the UK Qualified Plan due to limitations imposed by Her Majesty’s Revenue & Customs. |
Health and | The Company provides or makes available a number of health and welfare benefits, such as medical, dental, vision, life, accident and long-term disability insurance to all U.S.-based colleagues, including the NEOs. These benefits are competitive with those provided by other companies in the publishing / media and general industries and are provided primarily for the well-being of Wiley colleagues, and at the same time enhance Wiley’s attractiveness as an employer of choice. |
Perquisites and Other | The Company provides limited perquisites and other personal benefits to the NEOs, of which the incremental cost to the Company in the aggregate is generally in the range of $10,000 to $18,000 annually. These benefits are provided primarily for the financial security and productivity of the executives, which allows greater focus on Wiley business activities. These |
limited perquisites include financial planning and tax preparation, an allowance for business and health club memberships, parking in the headquarters building, and an annual physical examination. In fiscal year 2012, we eliminated tax “gross-ups” for perquisites provided to our executive officers. Any taxes on perquisites are now paid by the executives. Mr. Allin, whose position has required spending a significant amount of time in the US, has been allowed the use of a Company-leased apartment in the US. This accommodation is provided in lieu of hotel expenses while conducting Company business. The apartment is available and has been used by other Company employees throughout the year. | |||||
Post-Employment | Depending on the circumstances of their termination, the NEOs are eligible to receive severance benefits in the form of base salary as a lump-sum payment, annual incentive, healthcare benefits and accelerated vesting of all equity as determined by the provisions in their employment agreements, which are discussed in detail starting on page 40. Under a dismissal without cause or constructive discharge following a change of control, the Company provides these severance benefits because it serves the best interest of the Company and its shareholders to have executives focus on the business merits of mergers and acquisitions without undue concern for their personal financial outcome. In the case of a without cause termination or constructive discharge absent a change in control, the Company believes it is appropriate to provide severance at these levels to ensure the financial security of these executives, particularly in view of our non-compete agreements which state that for twelve months following termination the executive will not compete with the Company, or solicit customers or employees of the Company. | ||||
Tax Deductibility | Ordinarily it is in the best interest of the Company to retain flexibility in its compensation programs to enable it to appropriately reward, retain and attract executive talent necessary to the Company’s success. To the extent such goals can be met with compensation that is designed to be deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), such as the | ||||
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| The executive compensation program discussed here is based on our beliefs that: | |||
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| • | The quality of our leadership is among the most important determinants of the Company’s | |||
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| • | Our ability to attract and retain those industry leaders who will ensure our success requires a competitive, performance-based compensation | |||
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| • | Our shareholders are best served by providing our senior executives with appropriate financial rewards directly linked to the long-term success of the | |||
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| • | Our senior executives must share in the risks as well as the rewards in achieving the Company’s challenging performance goals. | |||
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| We believe that the Company’s executive compensation program meets the goals and objectives discussed above. | ||||
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Summary |
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| Change in |
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Compensation Table |
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| Non- |
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| All |
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| Stock |
| Option |
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| Salary |
| Bonus |
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| Total | |||||
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| Name |
| Year |
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| William J. Pesce |
| 2009 |
| 972,500 |
| 578,813 |
| (63,943 | ) | 4,407,180 |
| 876,157 |
| 340,290 |
| 98,917 |
| 7,209,914 |
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|
|
| 2008 |
| 924,167 |
| 584,374 |
| 2,226,424 |
| 4,170,747 |
| 1,271,016 |
| 711,699 |
| 75,317 |
| 9,963,744 |
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|
|
| 2007 |
| 863,333 |
| 478,500 |
| 1,685,966 |
| 2,814,480 |
| 913,696 |
| 1,293,470 |
| 62,401 |
| 8,111,846 |
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| Ellis E. Cousens |
| 2009 |
| 562,500 |
| 178,750 |
| 87,352 |
| 1,059,740 |
| 364,238 |
| 6,908 |
| 46,124 |
| 2,305,612 |
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|
| 2008 |
| 515,833 |
| 229,688 |
| 578,311 |
| 827,433 |
| 570,938 |
| 212,057 |
| 42,051 |
| 2,976,311 |
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|
|
| 2007 |
| 466,667 |
| 235,000 |
| 525,065 |
| 665,370 |
| 448,733 |
| 553,021 |
| 35,113 |
| 2,928,969 |
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| Eric A. Swanson |
| 2009 |
| 529,167 |
| 167,188 |
| 72,793 |
| 1,195,300 |
| 453,312 |
| 714,020 |
| 22,990 |
| 3,154,770 |
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|
| 2008 |
| 495,833 |
| 218,750 |
| 481,926 |
| 1,089,713 |
| 506,438 |
| 573,399 |
| 8,206 |
| 3,374,265 |
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|
| 2007 |
| 395,833 |
| 140,625 |
| 437,554 |
| 699,940 |
| 277,172 |
| 995,479 |
| 31,097 |
| 2,977,700 |
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| Stephen A. Kippur |
| 2009 |
| 506,667 |
| 153,000 |
| 72,793 |
| 1,226,830 |
| 84,437 |
| 67,006 |
| 53,733 |
| 2,164,466 |
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| 2008 |
| 464,583 |
| 171,500 |
| 481,926 |
| 1,176,523 |
| 173,736 |
| 506,732 |
| 51,060 |
| 3,026,060 |
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| 2007 |
| 456,667 |
| 149,500 |
| 437,554 |
| 805,040 |
| 430,077 |
| 1,208,035 |
| 45,807 |
| 3,532,680 |
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| Bonnie E. Lieberman |
| 2009 |
| 382,500 |
| 144,375 |
| 72,793 |
| 1,115,300 |
| 416,739 |
| 245,269 |
| 43,522 |
| 2,420,498 |
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| 2008 |
| 366,667 |
| 111,000 |
| 481,926 |
| 1,050,547 |
| 193,210 |
| 504,012 |
| 39,785 |
| 2,747,147 |
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| 2007 |
| 347,500 |
| 105,000 |
| 437,554 |
| 692,848 |
| 328,060 |
| 335,684 |
| 30,508 |
| 2,277,154 |
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Summary Compensation |
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Name |
| Year |
| Salary |
| Bonus |
| Stock |
| Option |
| Non- |
| Change in |
| All |
| Total | |||||||
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| Stephen M. Smith |
| 2012 |
| 800,000 |
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| 1,011,000 |
| 1,428,000 |
| 929,940 |
| 3,779,654 |
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| 126,598 |
| 8,075,192 | |||||
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| 2011 |
| 620,833 |
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| 520,260 |
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| 857,500 |
| 965,938 |
| 1,033,984 |
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| 317,894 |
| 4,316,409 | |
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| 2010 |
| 600,396 |
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| 455,520 |
|
| 811,300 |
| 893,700 |
| 1,273,659 |
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| 420,545 |
| 4,455,120 | |
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| Ellis E. Cousens |
| 2012 |
| 636,667 |
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| 495,500 |
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| 928,200 |
| 628,320 |
| 1,002,987 |
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| 40,589 |
| 3,732,263 | |||
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| 2011 |
| 616,667 |
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| 400,200 |
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| 796,250 |
| 849,710 |
| 644,720 |
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| 38,878 |
| 3,346,425 | |
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| 2010 |
| 600,000 |
|
|
| 1,121,280 |
| 1,506,700 |
| 833,700 |
| 1,993,102 |
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| 47,650 |
| 6,102,432 | |||
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| Steven J. Miron |
| 2012 |
| 469,167 |
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| 247,750 |
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| 357,000 |
| 381,811 |
| 1,263,793 |
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| 26,770 |
| 2,746,291 | |||
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| 2011 |
| 440,000 |
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| 200,100 |
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| 306,250 |
| 480,893 |
| 433,735 |
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| 26,735 |
| 1,887,713 | |
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| Gary Rinck |
| 2012 |
| 482,500 |
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| 297,300 |
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| 357,000 |
| 357,112 |
| 592,743 |
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| 43,885 |
| 2,130,540 | |||
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| 2011 |
| 467,500 |
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| 240,120 |
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| 306,250 |
| 465,476 |
| 433,817 |
|
| 22,836 |
| 1,935,999 | |
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| Mark J. Allin |
| 2012 |
| 385,266 |
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| 222,975 |
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| 372,708 |
| 344,798 |
| 600,746 |
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| 41,698 |
| 1,968,191 | |||
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| (c): | The 2010 amount reported in this column for Mr. Smith includes £33,194.36 in base salary paid for the month of May 2009, converted to US dollars using the May 2009 average exchange rate of £1=US$1.5182, plus $550,000 paid ratably for the months of June through April. The 2012 base salary reported in this column for Mr. Allin has been converted to U.S. dollars using the fiscal year 2012 average exchange rate of £1=US$1.5942 | |||||||||||||||||||||||
| (e): | The amounts reported in this column consist of restricted performance shares granted under the Company’s 2004 and 2009 Key Employee Stock Plans. These amounts represent the value at the grant date based on the probable outcome of the performance conditions under the awards. Maximum value payouts are 200% of target, and will only occur if the Company reaches preset “outstanding” performance benchmarks. To calculate the fair value of the awards, the market price on the date of grant is used in accordance with the FASB ASC Topic 718, Stock Compensation. Refer to Notes 2 and 16 in the Notes to the Consolidated Financial Statements in the Company’s 2012 Annual Report for the assumptions used in determining FAS ASC Topic 718, Stock Compensation values. | |||||||||||||||||||||||
| (f): | The amounts reported in this column include stock options granted under the Company’s 2004 and 2009 Key Employee Stock Plans. The assumptions used to calculate the stock option award values are in accordance with FASB ASC Topic 718, Stock Compensation. Refer to Notes 2 and 16 in the Notes to the Consolidated Financial Statements in the Company’s 2012 Annual Report for the assumptions used in determining FASB ASC Topic 718, Stock Compensation values. The amounts listed do not necessarily reflect the level of compensation that may be realized by our named executive officers. | |||||||||||||||||||||||
| (g): | The total annual incentive for 2012 was earned based on the achievement of pre-established corporate and, in the case of Mr. Miron and Mr. Allin, business financial measures—including revenue, profit and cash flow—approved by the Committee, as well as the achievement of strategic milestones that are designed to drive improved performance for the Company in the current and future fiscal years. | |||||||||||||||||||||||
| (h): | Represents the aggregate change in actuarial present value of the executive’s accumulated benefit under all defined benefit and actuarial pension plans (including supplemental plans) from April 30, 2011 to April 30, 2012. This column also includes Nonqualified Deferred Compensation earnings. | |||||||||||||||||||||||
| (i): | All Other Compensation includes the following in 2012: | |||||||||||||||||||||||
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| • | Employer contributions to the Company 401(k) plan and Deferred Compensation Plan for Messrs. Smith, Cousens, Miron and Rinck, are valued at $22,540, $17,954, $7,510 and $14,137 respectively. | ||||||||||||||||||||||
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| • | Perquisites (financial planning, club membership fees, parking benefits) for Messrs. Smith, Cousens, Miron, Rinck and Allin, valued at $12,181, $17,886, $10,501, $18,337 and $16,735, respectively. | ||||||||||||||||||||||
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| • | The Company agreed to cover Mr. Smith’s US housing for a 2-year period through May 2011, since he also maintains a residence in the UK for his children who remain in school in the UK. The housing expense for the one-month of the fiscal year covered amounted to $23,065. This housing allowance ceased beginning June 1, 2011. | |||||||||||||||||||||||||||
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| The Committee agreed to provide Mr. Smith with an allowance for a 2-year period beginning May 1, 2011, to cover personal travel for himself and his family between the UK and the US, since part of his family resides in the UK. In fiscal year 2012, these travel expenses amounted to $65,000. | |||||||||||||||||||||||||||
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| • | Mr. Allin is a UK-based executive who travels extensively to the US. The Company has agreed to cover tax preparation and filing assistance in the UK and the US through PricewaterhouseCoopers for Mr. Allin, amounting to $21,442 in fiscal year 2012, and included as “other compensation.” The Company also agreed to cover penalties and fees related to an under-withholding in the US for this period, equal to $3,521.45, and included as “other compensation.” Given the difference in tax years, and the delay in receiving a refund from one jurisdiction in time to pay the other jurisdiction, the Company agreed to provide Mr. Allin with a tax indemnity/equalization payment of $77,478.55, which Mr. Allin paid back to the Company in full in June 2012 when he received his UK tax refunds. That amount is not included as “other compensation.” | |||||||||||||||||||||||||||
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| • | In calendar year 2011, covering fiscal 2011 perquisites, Messrs. Smith, Cousens, Miron and Rinck received reimbursement for taxes on the value of all perquisites in the amounts of $3,812, $4,749, $8,759 and $11,411 respectively. Gross-ups on perquisites were eliminated in fiscal year 2012. | |||||||||||||||||||||||||||
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Grants of Plan-Based Awards Table: |
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| All Other |
| All Other |
| Exercise |
| Grant Date | ||||||||||||||
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| Estimated Possible Payouts Under |
| Estimated Future Payouts Under |
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| ||||||||||||||||||||
| Name |
| Grant |
| Threshold |
| Target |
| Maximum |
| Threshold |
| Target |
| Maximum |
|
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| |||||||||||
| ||||||||||||||||||||||||||||||
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| |||||||
| Stephen M. Smith |
| 6/15/2011 |
| 220,000 |
|
| 880,000 |
| 1,760,000 |
|
|
|
|
|
|
|
|
|
|
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| ||
|
|
|
|
| 6/23/2011 |
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|
|
|
| 5,000 |
| 20,000 |
| 40,000 |
|
|
|
|
|
|
| 49.55 |
| 991,000 |
|
|
|
|
|
| 6/23/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 20,000 |
|
|
|
| 49.55 |
| 991,000 |
|
|
|
|
|
| 6/23/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 100,000 |
|
| 49.55 |
| 1,428,000 |
|
| Ellis E. Cousens |
| 6/15/2011 |
| 160,000 |
|
| 640,000 |
| 1,280,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
| 6/23/2011 |
|
|
|
|
|
|
|
|
| 2,500 |
| 10,000 |
| 20,000 |
|
|
|
|
|
|
| 49.55 |
| 495,500 |
|
|
|
|
|
| 6/23/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 65,000 |
|
| 49.55 |
| 928,200 |
|
| Steven J. Miron |
| 6/15/2011 |
| 106,875 |
|
| 427,500 |
| 855,000 |
|
|
|
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|
|
|
|
|
|
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|
|
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|
| ||
|
|
|
|
| 6/23/2011 |
|
|
|
|
|
|
|
|
| 1,250 |
| 5,000 |
| 10,000 |
|
|
|
|
|
|
| 49.55 |
| 247,750 |
|
|
|
|
|
| 6/23/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25,000 |
|
| 49.55 |
| 357,000 |
|
| Gary Rinck |
| 6/15/2011 |
| 90,938 |
|
| 363,750 |
| 727,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
| ||
|
|
|
|
| 6/23/2011 |
|
|
|
|
|
|
|
|
| 1,500 |
| 6,000 |
| 12,000 |
|
|
|
|
|
|
| 49.55 |
| 297,300 |
|
|
|
|
|
| 6/23/2011 |
|
|
|
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|
|
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|
|
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|
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|
|
|
| 25,000 |
|
| 49.55 |
| 357,000 |
|
| Mark J. Allin |
| 6/15/2011 |
| 87,880 |
|
| 351,521 |
| 703,042 |
|
|
|
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|
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| ||
|
|
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|
| 6/23/2011 |
|
|
|
|
|
|
|
|
| 1,125 |
| 4,500 |
| 9,000 |
|
|
|
|
|
|
| 49.55 |
| 222,975 |
|
|
|
|
|
| 6/23/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 26,100 |
|
| 49.55 |
| 372,708 |
|
| ||||||||||||||||||||||||||||||
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| (c) to (e): | Represents the annual incentives for fiscal year 2012 that are based on achievement of financial goals and strategic milestones. Financial performance measures and relative weighting of each performance measure, as well as the threshold, target and outstanding levels of performance, are set at the beginning of the fiscal year. Revenue, profit and cash flow were the performance measures used for fiscal year 2012. No annual incentive is payable unless the threshold performance level is reached for one of the performance measures. Strategic milestones are designed to drive improved performance for the Company in the current and future fiscal years. Actual annual incentive payouts are indicated in column (g) of the Summary Compensation Table. | ||||||||||||||||||||||||||||
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| |
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| |||||||||||||||||||||||
Grants of Plan-Based |
|
|
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|
| Estimated Future Payouts Under |
| Estimated Future Payouts Under |
| All Other |
| All Other |
| Exercise |
| Value of | ||||||||
Awards Table |
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| ||||||||||||||
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| ||||
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| ||||
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|
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| Grant |
| Threshold |
| Target |
| Maximum |
| Threshold |
| Target |
| Maximum |
|
|
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| ||||
|
| Name |
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| William J. Pesce |
| 6/26/08 |
|
|
|
|
|
|
| 10,000 |
| 40,000 |
| 80,000 |
|
|
| 200,000 |
| 47.55 |
| 6,972,000 |
|
| Ellis E. Cousens |
| 6/26/08 |
|
|
|
|
|
|
| 3,000 |
| 12,000 |
| 24,000 |
|
|
| 65,000 |
| 47.55 |
| 2,170,800 |
|
| Eric A. Swanson |
| 6/26/08 |
|
|
|
|
|
|
| 2,500 |
| 10,000 |
| 20,000 |
|
|
| 55,000 |
| 47.55 |
| 1,822,200 |
|
| Stephen A. Kippur |
| 6/26/08 |
|
|
|
|
|
|
| 2,500 |
| 10,000 |
| 20,000 |
|
|
| 55,000 |
| 47.55 |
| 1,822,200 |
|
| Bonnie E. Lieberman |
| 6/26/08 |
|
|
|
|
|
|
| 2,500 |
| 10,000 |
| 20,000 |
|
|
| 50,000 |
| 47.55 |
| 1,743,000 |
|
| |||||||||||||||||||||||
(f) to (h): | Represents the restricted performance share awards granted for the | ||
| (i): | Mr. Smith was granted an award of 20,000 Class A shares of restricted stock upon appointment as President and CEO. Shares vest 50% on June 23, 2015 and 50% on June 23, 2016. | |
| (j): | Option grants are awarded on an annual basis, have terms of ten years and | |
| |||
(k): | The closing stock price on June | ||
| |||
(l): | The grant date fair value | ||
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|
|
Outstanding | |||||||||||||||||||
|
| Option Awards |
| Stock Awards | |||||||||||||||
|
| ||||||||||||||||||
Name |
| Number |
| Number |
| Equity |
| Option |
| Option |
| Number |
| Market |
| Equity |
| Equity | |
| |||||||||||||||||||
| |||||||||||||||||||
| Stephen M. Smith |
| 17,205 |
|
|
|
|
| $31.89 |
| 6/22/2014 |
| 18,200(2) |
| 822,458 |
| 13,000 |
| 587,470 |
|
|
| 17,205 |
|
|
|
|
| $38.55 |
| 6/21/2015 |
| 20,000(5) |
| 903,800 |
| 20,000 |
| 903,800 |
|
|
| 22,940 |
|
|
|
|
| $33.05 |
| 6/21/2016 |
|
|
|
|
|
|
|
|
|
|
| 28,675 |
|
|
|
|
| $48.46 |
| 6/27/2017 |
|
|
|
|
|
|
|
|
|
|
| 14,338 |
|
|
|
|
| $47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
| 14,337(1) |
|
|
| $47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
| 70,000(2) |
|
|
| $35.04 |
| 6/24/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 70,000(3) |
|
|
| $40.02 |
| 6/23/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
| 100,000(4) |
|
|
| $49.55 |
| 6/22/2021 |
|
|
|
|
|
|
|
|
| Ellis E. Cousens |
| 44,660 |
|
|
|
|
| $31.89 |
| 6/22/2014 |
| 44,800(2) |
| 2,024,512 |
| 10,000 |
| 451,900 |
|
|
| 60,000 |
|
|
|
|
| $38.55 |
| 6/21/2015 |
|
|
|
|
| 10,000 |
| 451,900 |
|
|
| 60,000 |
|
|
|
|
| $33.05 |
| 6/21/2016 |
|
|
|
|
|
|
|
|
|
|
| 65,000 |
|
|
|
|
| $48.46 |
| 6/27/2017 |
|
|
|
|
|
|
|
|
|
|
| 32,500 |
|
|
|
|
| $47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
| 32,500(1) |
|
|
| $47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
| 130,000(2) |
|
|
| $35.04 |
| 6/24/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 65,000(3) |
|
|
| $40.02 |
| 6/23/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
| 65,000(4) |
|
|
| $49.55 |
| 6/22/2021 |
|
|
|
|
|
|
|
|
OutstandingEquity Awards atFiscal Year End
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|
| Option Awards |
| Stock Awards | ||||||||||||||||||||||
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|
| ||||||||||||||||||||||||
Name |
| Number |
| Number |
| Equity |
| Option |
| Option |
| Number |
| Market |
| Equity |
| Equity | ||||||||
William J. Pesce |
| 100,000 |
|
|
|
|
|
|
|
| $ | 23.56 |
| 6/21/2010 |
| 28,630(1 | ) |
| 970,557 |
|
|
|
|
|
|
|
|
| 85,000 |
|
|
|
|
|
|
|
| $ | 23.40 |
| 6/20/2011 |
| 74,312(2 | ) |
| 2,519,177 |
|
|
|
|
|
|
|
|
| 175,000 |
|
|
|
|
|
|
|
| $ | 24.95 |
| 6/19/2012 |
|
|
|
|
|
|
| 65,000(3 | ) |
| 2,203,500 |
|
|
| 200,000 |
|
|
|
|
|
|
|
| $ | 25.32 |
| 6/17/2013 |
|
|
|
|
|
|
| 40,000(4 | ) |
| 1,356,000 |
|
|
| 200,000 |
|
|
|
|
|
|
|
| $ | 31.89 |
| 6/22/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 92,500 |
|
|
|
|
|
|
|
| $ | 38.55 |
| 6/21/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 92,500(1 | ) |
|
|
| $ | 38.55 |
| 6/21/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 190,000(2 | ) |
|
|
| $ | 33.05 |
| 6/21/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 200,000(3 | ) |
|
|
| $ | 48.46 |
| 6/27/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 200,000(4 | ) |
|
|
| $ | 47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ellis E. Cousens |
| 40,000 |
|
|
|
|
|
|
|
| $ | 19.27 |
| 3/18/2011 |
| 9,816(1 | ) |
| 332,762 |
|
|
|
|
|
|
|
|
| 35,000 |
|
|
|
|
|
|
|
| $ | 23.40 |
| 6/20/2011 |
| 22,294(2 | ) |
| 755,767 |
|
|
|
|
|
|
|
|
| 50,000 |
|
|
|
|
|
|
|
| $ | 24.95 |
| 6/19/2012 |
|
|
|
|
|
|
| 12,000(3 | ) |
| 406,800 |
|
|
| 55,000 |
|
|
|
|
|
|
|
| $ | 25.32 |
| 6/17/2013 |
|
|
|
|
|
|
| 12,000(4 | ) |
| 406,800 |
|
|
| 60,000 |
|
|
|
|
|
|
|
| $ | 31.89 |
| 6/22/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 30,000 |
|
|
|
|
|
|
|
| $ | 38.55 |
| 6/21/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 30,000(1 | ) |
|
|
| $ | 38.55 |
| 6/21/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 60,000(2 | ) |
|
|
| $ | 33.05 |
| 6/21/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 65,000(3 | ) |
|
|
| $ | 48.46 |
| 6/27/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 65,000(4 | ) |
|
|
| $ | 47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen A. Kippur |
| 55,000 |
|
|
|
|
|
|
|
| $ | 31.89 |
| 6/22/2014 |
| 8,180(1 | ) |
| 277,302 |
|
|
|
|
|
|
|
|
| 27,500 |
|
|
|
|
|
|
|
| $ | 38.55 |
| 6/21/2015 |
| 18,578(2 | ) |
| 629,794 |
|
|
|
|
|
|
|
|
|
|
|
|
| 27,500(1 | ) |
|
|
| $ | 38.55 |
| 6/21/2015 |
|
|
|
|
|
|
| 10,000(3 | ) |
| 339,000 |
|
|
|
|
|
|
| 55,000(2 | ) |
|
|
| $ | 33.05 |
| 6/21/2016 |
|
|
|
|
|
|
| 10,000(4 | ) |
| 339,000 |
|
|
|
|
|
|
| 55,000(3 | ) |
|
|
| $ | 48.46 |
| 6/27/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 55,000(4 | ) |
|
|
| $ | 47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric A. Swanson |
| 30,000 |
|
|
|
|
|
|
|
| $ | 23.40 |
| 6/20/2011 |
| 8,180(1 | ) |
| 277,302 |
|
|
|
|
|
|
|
|
| 40,000 |
|
|
|
|
|
|
|
| $ | 24.95 |
| 6/19/2012 |
| 18,578(2 | ) |
| 629,794 |
|
|
|
|
|
|
|
|
| 40,000 |
|
|
|
|
|
|
|
| $ | 25.32 |
| 6/17/2013 |
|
|
|
|
|
|
| 10,000(3 | ) |
| 339,000 |
|
|
| 50,000 |
|
|
|
|
|
|
|
| $ | 31.89 |
| 6/22/2014 |
|
|
|
|
|
|
| 10,000(4 | ) |
| 339,000 |
|
|
| 25,000 |
|
|
|
|
|
|
|
| $ | 38.55 |
| 6/21/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25,000(1 | ) |
|
|
| $ | 38.55 |
| 6/21/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 50,000(2 | ) |
|
|
| $ | 33.05 |
| 6/21/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 55,000(3 | ) |
|
|
| $ | 48.46 |
| 6/27/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 55,000(4 | ) |
|
|
| $ | 47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonnie E. Lieberman |
| 50,000 |
|
|
|
|
|
|
|
| $ | 23.56 |
| 6/21/2010 |
| 8,180(1 | ) |
| 277,302 |
|
|
|
|
|
|
|
|
| 27,000 |
|
|
|
|
|
|
|
| $ | 23.40 |
| 6/20/2011 |
| 18,578(2 | ) |
| 629,794 |
|
|
|
|
|
|
|
|
| 37,000 |
|
|
|
|
|
|
|
| $ | 24.95 |
| 6/19/2012 |
|
|
|
|
|
|
| 10,000(3 | ) |
| 339,000 |
|
|
| 40,000 |
|
|
|
|
|
|
|
| $ | 25.32 |
| 6/17/2013 |
|
|
|
|
|
|
| 10,000(4 | ) |
| 339,000 |
|
|
| 50,000 |
|
|
|
|
|
|
|
| $ | 31.89 |
| 6/22/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25,000 |
|
|
|
|
|
|
|
| $ | 38.55 |
| 6/21/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25,000(1 | ) |
|
|
| $ | 38.55 |
| 6/21/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 50,000(2 | ) |
|
|
| $ | 33.05 |
| 6/21/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 50,000(3 | ) |
|
|
| $ | 48.46 |
| 6/27/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 50,000(4 | ) |
|
|
| $ | 47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
|
|
| Option Awards |
| Stock Awards | ||||||||||||||
|
|
| |||||||||||||||||
| Name |
| Number |
| Number |
| Equity |
| Option |
| Option |
| Number |
| Market |
| Equity |
| Equity |
| |||||||||||||||||||
| |||||||||||||||||||
| Steven J. Miron |
| 6,000 |
|
|
|
|
| $38.55 |
| 6/21/2015 |
| 2,760(2) |
| 124,724 |
| 5,000 |
| 225,950 |
|
|
| 4,900 |
|
|
|
|
| $33.05 |
| 6/21/2016 |
|
|
|
|
| 5,000 |
| 225,950 |
|
|
| 4,400 |
|
|
|
|
| $48.46 |
| 6/27/2017 |
|
|
|
|
|
|
|
|
|
|
| 2,300 |
|
|
|
|
| $47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2,300(1) |
|
|
| $47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
| 7,000(2) |
|
|
| $35.04 |
| 6/24/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 25,000(3) |
|
|
| $40.02 |
| 6/23/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
| 25,000(4) |
|
|
| $49.55 |
| 6/22/2021 |
|
|
|
|
|
|
|
|
| Gary Rinck |
| 12,500 |
|
|
|
|
| $38.55 |
| 6/21/2015 |
| 8,400(2) |
| 379,596 |
| 6,000 |
| 271,140 |
|
|
| 25,000 |
|
|
|
|
| $33.05 |
| 6/21/2016 |
|
|
|
|
| 6,000 |
| 271,140 |
|
|
| 30,000 |
|
|
|
|
| $48.46 |
| 6/27/2017 |
|
|
|
|
|
|
|
|
|
|
| 15,000 |
|
|
|
|
| $47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
| 15,000(1) |
|
|
| $47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
| 30,000(2) |
|
|
| $35.04 |
| 6/24/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 25,000(3) |
|
|
| $40.02 |
| 6/23/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
| 25,000(4) |
|
|
| $49.55 |
| 6/22/2021 |
|
|
|
|
|
|
|
|
| Mark Allin |
| 5,000 |
|
|
|
|
| $38.55 |
| 6/21/2015 |
| 2,520(2) |
| 113,879 |
| 5,000 |
| 225,950 |
|
|
| 4,100 |
|
|
|
|
| $33.05 |
| 6/21/2016 |
|
|
|
|
| 4,500 |
| 203,355 |
|
|
| 3,500 |
|
|
|
|
| $48.46 |
| 6/27/2017 |
|
|
|
|
|
|
|
|
|
|
| 2,250 |
|
|
|
|
| $47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2,250(1) |
|
|
| $47.55 |
| 6/25/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
| 7,495(2) |
|
|
| $35.04 |
| 6/24/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 28,675(3) |
|
|
| $40.02 |
| 6/23/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
| 26,100(4) |
|
|
| $49.55 |
| 6/22/2021 |
|
|
|
|
|
|
|
|
| |||||||||||||||||||
|
| |
(1) | Remaining 50% of award vests on April 30, | |
| ||
(2) | Award vests 50% on April 30, | |
| ||
(3) | Award vests 50% on April 30, | |
| ||
(4) | Award vests 50% on April 30, | |
| (5) | Award vests 50% on June 23, 2015 and 50% on June 23, 2016. |
(e): | The exercise price of all stock options may not be less than 100% of the fair market value of the stock on the date of grant. | |
| ||
(f): | Stock options have a term of 10 years. Stock options continue to vest and can be exercised for three years following retirement, but no later than the expiration of the option. |
| ||
(g): | Represents the | |
| (h) and (j): | Based on the April 30, 2012 closing market price of Class A stock of $45.19. |
(i): | Represents the target number of restricted performance shares granted but yet-to-be earned for the |
Option Exercises and Stock Vested Table
|
|
|
|
|
|
|
|
| ||||||||
|
| Option Awards |
| Stock Awards | ||||||||||||
|
|
| ||||||||||||||
Name |
| Number of Shares |
| Value Realized |
| Number of Shares |
| Value Realized | ||||||||
William J. Pesce |
|
| 194,436 |
| 3,919,002 |
| 66,890 |
| 2,267,571 | |||||||
Ellis E. Cousens |
|
| 0 |
| 0 |
| 21,294 |
| 721,867 | |||||||
Eric A. Swanson |
|
| 54,000 |
| 1,314,180 |
| 17,745 |
| 601,556 | |||||||
Stephen A. Kippur |
|
| 105,000 |
| 1,594,112 |
| 17,745 |
| 601,556 | |||||||
Bonnie E. Lieberman |
|
| 20,000 |
| 183,106 |
| 17,745 |
| 601,556 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option | ||||||||||||||
|
| Option Awards |
| Stock Awards |
| |||||||||
|
| |||||||||||||
Name [a] |
| Number of Shares |
| Value Realized |
| Number of |
| Value Realized |
| |||||
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stephen M. Smith |
| 33,946 |
|
| 749,792 |
|
| 2,328 |
|
| 105,202 |
|
|
| Ellis E. Cousens |
| 70,340 |
|
| 1,714,527 |
|
| 5,586 |
|
| 252,431 |
|
|
| Steven J. Miron |
| 7,500 |
|
| 161,630 |
|
| 745 |
|
| 33,667 |
|
|
| Gary Rinck |
| 37,500 |
|
| 670,875 |
|
| 2,793 |
|
| 126,216 |
|
|
| Mark J. Allin |
|
|
|
|
|
|
| 605 |
|
| 27,340 |
|
|
| ||||||||||||||
|
| |
(c): | The value realized on exercise represents the excess of the fair market value of the underlying securities purchased on the date of exercise over the exercise price contained in the option. |
|
| |
(d): | Vesting of half | |
| ||
(e): | The value realized on the vesting of restricted stock awards represents the value of stock no longer subject to a risk of forfeiture or other restrictions, obtained by multiplying the number of shares of stock released from such restrictions by the | |
Pension Benefits Table
|
|
|
|
|
|
|
|
|
Name |
| Plan |
| Number of Years |
| Present Value of |
| Payments During |
William Pesce |
| Qualified Plan |
| 20 |
| 452,419 |
| 0 |
|
| Excess Plan |
| 20 |
| 1,298,564 |
| 0 |
|
| SERP |
| 20 |
| 7,837,027 |
| 0 |
Ellis Cousens |
| Qualified Plan |
| 8 |
| 132,669 |
| 0 |
|
| Excess Plan |
| 8 |
| 427,008 |
| 0 |
|
| SERP |
| 8 |
| 2,428,110 |
| 0 |
Eric Swanson |
| Qualified Plan |
| 20 |
| 553,028 |
| 0 |
|
| Excess Plan |
| 35 |
| 1,035,613 |
| 0 |
|
| SERP |
| 35 |
| 3,898,167 |
| 0 |
Stephen Kippur |
| Qualified Plan |
| 30 |
| 937,632 |
| 0 |
|
| Excess Plan |
| 30 |
| 1,021,615 |
| 0 |
|
| SERP |
| 30 |
| 2,912,860 |
| 0 |
Bonnie Lieberman |
| Qualified Plan |
| 19 |
| 561,248 |
| 0 |
|
| Excess Plan |
| 19 |
| 294,008 |
| 0 |
|
| SERP |
| 19 |
| 2,159,932 |
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits Table: | |||||||||||
|
|
|
|
|
|
|
|
|
|
| |
Name |
| Plan |
| Number of Years |
| Present Value of |
| Payments During |
| ||
| |||||||||||
|
|
|
|
|
|
|
|
|
|
| |
| Stephen M. Smith |
| Qualified Plan |
| 10 |
| 281,390 |
|
| 0 |
|
|
|
| Excess Plan |
| 10 |
| 567,318 |
|
| 0 |
|
|
|
| SERP |
| 20 |
| 3,869,973 |
|
| 0 |
|
|
|
| UK Qualified Plan(1)(2) |
| 10 |
| 1,979,849 |
|
| 0 |
|
|
|
| UK Non-Qualified Plan(1)(2) |
| 10 |
| 1,575,939 |
|
| 0 |
|
| Ellis E. Cousens |
| Qualified Plan |
| 11 |
| 399,569 |
|
| 0 |
|
|
|
| Excess Plan |
| 11 |
| 1,416,365 |
|
| 0 |
|
|
|
| SERP |
| 11 |
| 4,798,357 |
|
| 0 |
|
| Steven J. Miron |
| Qualified Plan |
| 19 |
| 258,384 |
|
| 0 |
|
|
|
| Excess Plan |
| 19 |
| 314,308 |
|
| 0 |
|
|
|
| SERP |
| 19 |
| 2,070,799 |
|
| 0 |
|
| Gary Rinck |
| Qualified Plan |
| 8 |
| 213,595 |
|
| 0 |
|
|
|
| Excess Plan |
| 8 |
| 613,859 |
|
| 0 |
|
|
|
| SERP |
| 8 |
| 2,547,523 |
|
| 0 |
|
| Mark Allin |
| Qualified Plan |
| N/A |
| N/A |
|
| 0 |
|
|
|
| Excess Plan |
| N/A |
| N/A |
|
| 0 |
|
|
|
| SERP |
| 12 |
| 872,358 |
|
| 0 |
|
|
|
| UK Qualified Plan(1)(2) |
| 12 |
| 571,250 |
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
| |
| |||||||||||
|
| |
(1) | Mark Allin and Stephen Smith’s Present Value of Accumulated Benefits from the UK Qualifed and UK Non-Qualfied Plans were calculated using a British £ to US $conversion factor of 1.6137. | |
(2) | Mark Allin and Stephen Smith’s Present Value of Accumulated Benefits from the UK Qualifed and UK Non-Qualfied Plans were calculated using UK disclosure assumptions as of 4/30/2012. | |
(c): | Credited service is limited to 35 years for all purposes under the Qualified and Excess Plans and the SERP. | |
|
| |
The named executives are entitled to retirement benefits under three defined benefit plans of the Company: The Employees Retirement Plan of John Wiley & Sons, Inc. (the “Qualified Plan”), the Nonqualified Supplemental Retirement Plan (the “Excess Plan”), and the Supplemental Executive Retirement Plan (the “SERP”). |
The amounts shown in the table above for all plans represent the actuarial present values of the executive’s accumulated benefits accrued as of April 30, 2009, calculated using the same assumptions in footnote [14] of the Company’s financial statements, except that the SERP benefit for Messrs. Pesce and Cousens calculated under the 1989 SERP has no mortality assumption and under the 1989 and 2005 SERP, no recognition of future salary increases or pre-retirement mortality.
| (d): | The amounts shown in the table above for all plans represent the actuarial present values of the executive’s accumulated benefits accrued as of April 30, 2012, calculated using the same assumptions in footnote 15 of the Company’s financial statements, except that the SERP benefit for Messrs. Cousens and Rinck calculated under the 1989 SERP has no mortality assumption and under the 1989 and 2005 SERP, no recognition of future salary increases or pre-retirement mortality. |
|
| ||||
|
| A description of each plan | |||
| |||||
The Employees Retirement Plan | The Company sponsors a qualified defined benefit pension plan to provide retirement benefits to U.S. based employees of the Company. The Plan pays benefits at retirement to participants who terminate or retire from the Company after meeting certain eligibility requirements. Prior to January 1, 2005, benefits under the Qualified Plan provided for annual normal benefits payable at normal retirement age of 65 based on certain factors times average final compensation times years of service not to exceed 35 (the “Previous Benefit Formula”). | ||||
|
| ||||
| Effective January 1, 2005 the Qualified Plan formula was revised to provide covered participants with enhanced future benefits. After January 1, 2005, benefits are calculated as the sum of: | ||||
|
|
| |||
| • |
|
|
|
|
|
| |
|
| • |
| ||
|
|
|
|
| |
|
|
| o | total annual compensation (annual base salary, plus 100% of bonus) for the year up to and including 80% of that year’s Social Security Wage Base times 1.0%, plus | |
|
|
|
|
| |
|
|
| o | total annual compensation for the year in excess of 80% of that year’s Social Security Wage Base times 1.3%. | |
|
| ||||
| The plan recognizes a maximum of 35 years of benefit service. If the total benefit service is greater than 35 years at age 65, the benefit will be equal to the 35 consecutive years of benefit accruals that produce the highest combined amount. | ||||
|
| ||||
| The plan provides for retirement as early as age 55 with ten years of service. The age 65 benefit is reduced by 4% per year for each year less than 65, unless a participant has 20 years of service, in which case the participant can retire as early as age 62 without an early retirement reduction. | ||||
|
| ||||
| The frozen benefit calculated under the Previous Benefit Formula for the combined Qualified Plan and the Excess Plan described below for Messrs. | ||||
|
| ||||
|
| Messrs. | |||
|
| ||||
The Nonqualified Supplemental | The Excess Plan provides benefits that would otherwise be denied participants by reason of certain Code limitations on the tax-qualified benefit. In addition, the Excess Plan provides benefits to certain individuals which arise from additional service credit granted for previous employment with acquired companies. | ||||
|
| ||||
| Average final compensation and total annual compensation are determined under the Excess Plan in the same manner as under the Qualified Plan, except that a participant’s compensation is not subject to the limitations under the Code. Years of service under the Qualified Plan and the Excess Plan are the number of years and months, limited to 35 years, worked for the Company and its subsidiaries after attaining age 21. | ||||
|
| ||||
|
| Messrs. | |||
|
| ||||
Supplemental Executive Retirement Plan (the SERP) | In March 2005, the Board froze participation in the existing 1989 SERP and adopted the 2005 SERP. All active participants in the 1989 SERP, except those who were directors, 5% owners or who were within two years of the normal retirement age of 65, were given the option, prior to December 31, 2005, to waive their right to all benefits under the 1989 SERP and receive benefits under the 2005 SERP in consideration of that waiver. Four participants elected to do | ||||
|
| ||
| The benefit under the 1989 SERP is the higher of the “primary” or the “additional” benefit. |
|
|
|
|
|
| • | The primary benefit consists of ten annual payments commencing at retirement (at or after age 65) determined by multiplying the participant’s base salary rate at retirement by 2.5, reducing the result by $50,000 and dividing the remainder by five. The plan also provides for an alternative early retirement benefit for participants who retire after age 55 with five years of service, a reduced payment for participants whose employment is terminated prior to age 65 other than on account of death (and who do not qualify for early retirement) and a survivor benefit for the beneficiaries of a participant who dies prior to age 65 while employed by the Company or an affiliate. |
|
|
|
|
|
| • | The additional benefit provides participants with a guaranteed total annual retirement benefit beginning at age 65 for ten years of 50%, 55%, or 65% (the “Applicable Percentage”) of average compensation, defined as base salary and annual incentive, over the executive’s highest three consecutive years. This amount is reduced by the retirement benefits under the Qualified Plan, the Excess Plan and the primary benefit above. The Applicable Percentage for Messrs. |
|
|
|
|
| The 2005 SERP provides a lifetime annual benefit determined by multiplying the executive’s average compensation over the highest three consecutive years times a service factor, which is the sum of years of service up to 20 years times 2%, plus years of service in excess of | ||
20 times 1%, to a maximum of 35 years total. The 2005 SERP provides a reduced early retirement benefit for participants calculated in the same manner as the 1989 plan. The participant may elect to receive his or her benefit in the form of a joint and survivor benefit on an actuarial equivalent basis. All other terms of the 2005 SERP are substantially the same as the 1989 SERP. | |||
|
| ||
| Messrs. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Nonqualified Deferred Compensation (NQDC) Table |
| Name |
| Executive |
| Registrant |
| Aggregate |
| Aggregate |
| Aggregate |
|
|
| ||||||||||||
|
| William J. Pesce |
| 585,792 |
| 20,897 |
| (1,355,521) |
| N/A |
| 2,572,689 |
|
|
| Ellis E. Cousens |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
|
|
| Eric Swanson |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
|
|
| Stephen A. Kippur |
| 20,490 |
| 7,800 |
| (84,982) |
| N/A |
| 279,478 |
|
|
| Bonnie E. Lieberman |
| 130,925 |
| 2,160 |
| 91,899 |
| N/A |
| 1,490,096 |
|
|
|
|
|
The John Wiley | |
The basic rate of accrual under the Scheme is 1/60th of Final Pensionable Salary for each year and complete month of Pensionable Service. Different rates of accrual are provided for certain members as advised separately to them. | |
Early retirement is possible, subject to Company/Scheme Trustees consent, from age 55. A reduction factor, unless otherwise agreed with the Scheme member concerned under separate notification, is applied for each year (and complete month) benefits are taken prior to Normal Retirement Date. Reduction factors are determined by the Scheme Trustees in conjunction with advice from the | |
|
|
The Unapproved | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified Deferred Compensation (NQDC) Table: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
| Executive |
| Registrant |
| Aggregate |
| Aggregate |
| Aggregate |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Stephen M. Smith |
| 48,000 |
|
| 13,565 |
|
| 8,604 |
|
| N/A |
|
| 188,210 |
|
| |
Ellis E. Cousens |
| 89,183 |
|
| 10,416 |
|
| 9,955 |
|
| N/A |
|
| 222,779 |
|
| |
Steven J. Miron |
| 6,333 |
|
| N/A |
|
| 53 |
|
| N/A |
|
| 6,386 |
|
| |
Gary Rinck |
| 244,005 |
|
| 6,689 |
|
| 32,271 |
|
| N/A |
|
| 1,649,671 |
|
| |
Mark Allin |
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Participants in the company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”) may elect to defer up to 25% of their base salary, or up to 100% of their annual cash incentive compensation. If the participant’s Company matching contributions under the Employees’ Savings Plan are restricted due to code contribution or compensation limitations, he/she is eligible to receive a Company matching contribution of up to 3% of base salary deferred under the NQDC Plan. Since Mr. Allin is a UK-based executive, he is not eligible to participate in the Nonqualified Deferred Compensation Plan. | ||||||||||||||||
|
|
| Participants designate one or more investment funds which are used to measure the income credited to their account. Although not required to do so, the Company has elected to invest the funds deferred under the plan substantially as directed by the participants. The funds currently available |
|
|
|
| ||
Deferred Compensation Funds |
| Rate of Return for 1 year | |||
| |||||
Vanguard VIF Money Market |
|
| % | ||
|
|
| % | ||
|
|
| % | ||
|
|
| % | ||
Fidelity VIP |
|
| % | ||
|
|
| % | ||
|
|
| % | ||
Fidelity VIP Mid Cap |
|
| % | ||
|
|
| % | ||
|
|
| % | ||
MFS VIT II International Value | -1.85 | % | |||
MFS VIT II International Growth | -6.40 | % | |||
Northwestern Mutual Life Insurance |
|
| % | ||
|
|
| Account balances under the NQDC Plan are distributed to participants in accordance with their individual elections made at the time of the deferral election. Participants may elect to receive their contributions on a designated date or upon separation of service, subject to the restrictions of Section 409A of the Code. Distributions on account of termination or retirement are paid in 15 equal annual installments and distributions occurring as of a designated date prior to termination are paid in a lump sum. |
|
|
| Amounts in column (b) are included in columns (c), |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Upon |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Stephen M. Smith |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Executive Benefits and |
| Retirement |
| Resignation |
| Dismissal |
| Dismissal |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Severance — Base Salary |
| $ | 0 |
| $ | 0 |
| $ | 1,600,000 |
|
| $ | 1,600,000 |
|
|
| Severance — Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 0 |
|
| $ | 1,760,000 |
|
|
| Prorated Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 0 |
|
| $ | 880,000 |
|
|
| ELTIP — Restricted Performance Shares |
| $ | 0 |
| $ | 0 |
| $ | 0 |
|
| $ | 1,491,270 |
|
|
| Restricted Stock (Performance Shares Earned but Not Vested)(1) |
| $ | 1,726,258 |
| $ | 1,726,258 |
| $ | 1,726,258 |
|
| $ | 1,726,258 |
|
|
| Stock Options(2) |
| $ | 0 |
| $ | 0 |
| $ | 0 |
|
| $ | 1,072,400 |
|
|
| Benefits(3) |
| $ | 0 |
| $ | 0 |
| $ | 43,548 |
|
| $ | 43,548 |
|
|
| SERP(4) |
| $ | 3,557,034 |
| $ | 3,557,034 |
| $ | 3,557,034 |
|
| $ | 6,695,597 |
|
|
| Excess Plan(4) |
| $ | 1,629,711 |
| $ | 1,629,711 |
| $ | 1,629,711 |
|
| $ | 1,629,711 |
|
|
| Qualified Plan(4) |
| $ | 1,794,515 |
| $ | 1,794,515 |
| $ | 1,794,515 |
|
| $ | 1,794,515 |
|
|
| NQDC(5) |
| $ | 188,210 |
| $ | 188,210 |
| $ | 188,210 |
|
| $ | 188,210 |
|
|
| 280G Tax Gross-up(6) |
| $ | 0 |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| ||||||||||||||||
| Total: |
| $ | 8,895,728 |
| $ | 8,895,728 |
| $ | 10,539,276 |
|
| $ | 18,881,509 |
|
|
| ||||||||||||||||
(1) | Vesting accelerates in all 4 termination scenarios since the executive has achieved age 55 and 10 years of service criteria. | ||
(2) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the 4/30/2012 closing stock price ($45.19). | ||
(3) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. | ||
(4) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2012), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are: | ||
Qualified: $118,888 / year as a life annuity | |||
Excess: $107,970 / year as a life annuity | |||
SERP: $235,657 / year as a life annuity | |||
(5) | Balance is paid as a lump sum on termination following a change of control; otherwise balance is paid in approximately equal installments over 15 years. | |
(6) | Excise tax gross ups were eliminated in fiscal year 2012. | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ellis E. Cousens |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Executive Benefits and |
| Retirement |
| Resignation |
| Dismissal |
| Dismissal |
| ||||||||
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Severance — Base Salary |
| $ | 0 |
| $ | 0 |
|
| $ | 960,000 |
|
|
| $ | 1,280,000 |
|
|
Severance — Annual Incentive |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 1,280,000 |
|
|
Prorated Annual Incentive |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 640,000 |
|
|
ELTIP — Restricted Performance Shares |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 903,800 |
|
|
Restricted Stock (Performance Shares Earned but Not Vested)(1) |
| $ | 2,024,512 |
| $ | 2,024,512 |
|
| $ | 2,024,512 |
|
|
| $ | 2,024,512 |
|
|
Stock Options(2) |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 1,655,550 |
|
|
Benefits(3) |
| $ | 0 |
| $ | 0 |
|
| $ | 29,661 |
|
|
| $ | 39,549 |
|
|
SERP(4) |
| $ | 4,252,212 |
| $ | 4,252,212 |
|
| $ | 4,252,212 |
|
|
| $ | 5,586,190 |
|
|
Excess Plan(4) |
| $ | 1,340,644 |
| $ | 1,340,644 |
|
| $ | 1,340,644 |
|
|
| $ | 1,340,644 |
|
|
Qualified Plan(4) |
| $ | 390,832 |
| $ | 390,832 |
|
| $ | 390,832 |
|
|
| $ | 390,832 |
|
|
NQDC(5) |
| $ | 222,779 |
| $ | 222,779 |
|
| $ | 222,779 |
|
|
| $ | 222,779 |
|
|
280G Tax Gross-up(6) |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 0 |
|
|
Total: |
| $ | 8,230,979 |
| $ | 8,230,979 |
|
| $ | 9,220,640 |
|
|
| $ | 15,363,856 |
|
|
(1) | Vesting accelerates in all 4 termination scenarios since the executive has achieved age 55 and 10 years of service criteria. | |
(2) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the 4/30/2012 closing stock price ($45.19). | |
(3) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. | |
(4) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2012), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are: | |
|
|
|
|
| Qualified: $27,183 / year as a life annuity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Executive Benefits and |
| Retirement |
| Resignation |
| Dismissal |
| Dismissal |
| ||||
|
| ||||||||||||||
|
| Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Severance — Base Salary |
| $ | 0 |
| $ | 0 |
| $ | 2,940,000 |
| $ | 2,940,000 |
|
|
| Severance — Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 3,969,000 |
| $ | 3,969,000 |
|
|
| Prorated Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 1,454,970 |
| $ | 1,323,000 |
|
|
| ELTIP — Restricted Performance Shares |
| $ | 0 |
| $ | 0 |
| $ | 3,559,500 |
| $ | 3,559,500 |
|
|
| Restricted Stock (Performance Shares Earned but | |||||||||||||
|
| Not Vested)(5) |
| $ | 3,489,734 |
| $ | 3,489,734 |
| $ | 3,489,734 |
| $ | 3,489,734 |
|
|
| Stock Options(1) |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 161,500 |
|
|
| Benefits(2) |
| $ | 0 |
| $ | 0 |
| $ | 39,977 |
| $ | 39,977 |
|
|
| SERP(3) |
| $ | 8,148,550 |
| $ | 8,148,550 |
| $ | 8,148,550 |
| $ | 11,836,683 |
|
|
| Excess Plan(3) |
| $ | 1,695,100 |
| $ | 1,695,100 |
| $ | 1,695,100 |
| $ | 1,695,100 |
|
|
| Qualified Plan(3) |
| $ | 604,199 |
| $ | 604,199 |
| $ | 604,199 |
| $ | 604,199 |
|
|
| NQDC(4) |
| $ | 2,572,689 |
| $ | 2,572,689 |
| $ | 2,572,689 |
| $ | 2,572,689 |
|
|
| 280G Tax Gross-up |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
|
|
| ||||||||||||||
|
| Total: |
| $ | 16,510,272 |
| $ | 16,510,272 |
| $ | 28,473,729 |
| $ | 32,191,382 |
|
|
| ||||||||||||||
| SERP: $495,540 / year as a 10 year certain | |
(5) | Balance is paid as a lump sum on termination following a change of control; otherwise balance is paid in approximately equal installments over 15 years. | |
(6) | Excise tax gross ups were eliminated in fiscal year 2012. | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven J. Miron |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Executive Benefits and |
| Retirement |
| Resignation |
| Dismissal |
| Dismissal |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Severance — Base Salary |
| $ | 0 |
| $ | 0 |
|
| $ | 712,500 |
|
|
| $ | 950,000 |
|
|
Severance — Annual Incentive |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 855,000 |
|
|
Prorated Annual Incentive |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 427,500 |
|
|
ELTIP — Restricted Performance Shares |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 451,900 |
|
|
Restricted Stock (Performance Shares Earned but Not Vested) |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 124,724 |
|
|
Stock Options(1) |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 200,300 |
|
|
Benefits(2) |
| $ | 0 |
| $ | 0 |
|
| $ | 26,834 |
|
|
| $ | 35,779 |
|
|
SERP(3) |
| $ | 1,388,847 |
| $ | 1,388,847 |
|
| $ | 1,388,847 |
|
|
| $ | 5,052,543 |
|
|
Excess Plan(3) |
| $ | 228,382 |
| $ | 228,382 |
|
| $ | 228,382 |
|
|
| $ | 228,382 |
|
|
Qualified Plan(3) |
| $ | 199,224 |
| $ | 199,224 |
|
| $ | 199,224 |
|
|
| $ | 199,224 |
|
|
NQDC(4) |
| $ | 6,386 |
| $ | 6,386 |
|
| $ | 6,386 |
|
|
| $ | 6,386 |
|
|
280G Tax Gross-up(5) |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 0 |
|
|
Total: |
| $ | 1,822,839 |
| $ | 1,822,839 |
|
| $ | 2,562,173 |
|
|
| $ | 8,531,738 |
|
|
|
|
|
| (1) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the 4/30/ |
|
|
| |
| (2) | Presumes benefits are similar to those available to salaried employees and therefore | |
| (3) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2012), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits | |
|
|
| |
|
| Qualified: | |
Excess: | |||
SERP: | |||
(4) | Balance is paid as a lump sum on termination following a change of control; otherwise balance is paid in approximately equal installments over 15 years. | ||
(5) | Excise tax gross ups were eliminated in fiscal year 2012. | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary Rinck |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Executive Benefits and |
| Retirement |
| Resignation |
| Dismissal |
| Dismissal |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Severance — Base Salary |
| $ | 0 |
| $ | 0 |
|
| $ | 485,000 |
|
|
| $ | 970,000 |
|
|
Severance — Annual Incentive |
| $ | 0 |
| $ | 0 |
|
| $ | 363,750 |
|
|
| $ | 727,500 |
|
|
Prorated Annual Incentive |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 363,750 |
|
|
ELTIP — Restricted Performance Shares |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 542,280 |
|
|
Restricted Stock (Performance Shares Earned but Not Vested) |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 379,596 |
|
|
Stock Options(1) |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 433,750 |
|
|
Benefits(2) |
| $ | 0 |
| $ | 0 |
|
| $ | 8,733 |
|
|
| $ | 17,466 |
|
|
SERP(3) |
| $ | 2,548,470 |
| $ | 2,548,470 |
|
| $ | 2,548,470 |
|
|
| $ | 3,339,200 |
|
|
Excess Plan(3) |
| $ | 605,585 |
| $ | 605,585 |
|
| $ | 605,585 |
|
|
| $ | 605,585 |
|
|
Qualified Plan(3) |
| $ | 219,152 |
| $ | 219,152 |
|
| $ | 219,152 |
|
|
| $ | 219,152 |
|
|
NQDC(4) |
| $ | 1,649,671 |
| $ | 1,649,671 |
|
| $ | 1,649,671 |
|
|
| $ | 1,649,671 |
|
|
280G Tax Gross-up(5) |
| $ | 0 |
| $ | 0 |
|
| $ | 0 |
|
|
| $ | 0 |
|
|
Total: |
| $ | 5,022,878 |
| $ | 5,022,878 |
|
| $ | 5,880,361 |
|
|
| $ | 9,247,950 |
|
|
(1) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the 4/30/2012 closing stock price ($45.19). | ||
(2) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. | ||
(3) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2012), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are: | ||
Qualified: $22,388 / year as a life annuity | |||
Excess: $61,866 / year as a life annuity | |||
SERP: $296,991 / year as a 10 year certain | |||
|
|
| |
| (4) | Balance is paid as a lump sum on termination following a change of control; otherwise balance is paid in approximately equal installments over 15 years. | |
| (5) | Excise tax gross ups were eliminated in fiscal year 2012. | |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Executive Benefits and |
| Retirement |
| Resignation |
| Dismissal |
| Dismissal |
| ||||
|
| ||||||||||||||
|
| Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Severance — Base Salary |
| $ | 0 |
| $ | 0 |
| $ | 900,000 |
| $ | 1,200,000 |
|
|
| Severance — Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 1,100,000 |
|
|
| Prorated Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 542,988 |
| $ | 550,000 |
|
|
| ELTIP – Restricted Performance Shares |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 813,600 |
|
|
| Restricted Stock (Performance Shares Earned but Not Vested) |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 1,088,529 |
|
|
| Stock Options(1) |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 51,000 |
|
|
| Benefits(2) |
| $ | 0 |
| $ | 0 |
| $ | 22,829 |
| $ | 30,438 |
|
|
| SERP(3) |
| $ | 3,131,524 |
| $ | 3,131,524 |
| $ | 3,131,524 |
| $ | 4,819,124 |
|
|
| Excess Plan(3) |
| $ | 750,419 |
| $ | 750,419 |
| $ | 750,419 |
| $ | 750,419 |
|
|
| Qualified Plan(3) |
| $ | 239,957 |
| $ | 239,957 |
| $ | 239,957 |
| $ | 239,957 |
|
|
| NQDC |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
|
| 280G Tax Gross-up |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 2,107,270 |
|
|
| ||||||||||||||
|
| Total: |
| $ | 4,121,900 |
| $ | 4,121,900 |
| $ | 5,587,717 |
| $ | 12,750,338 |
|
|
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Mark Allin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Benefits and |
| Retirement |
| Resignation |
| Dismissal |
| Dismissal |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance — Base Salary |
| $ | 0 |
| $ | 0 |
| $ | 585,054 |
| $ | 780,072 |
|
Severance — Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 702,065 |
|
Prorated Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 351,032 |
|
ELTIP — Restricted Performance Shares |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 429,305 |
|
Restricted Stock (Performance Shares |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 113,879 |
|
Stock Options(1) |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 224,324 |
|
Benefits(2) |
| $ | 0 |
| $ | 0 |
| $ | 8,920 |
| $ | 11,893 |
|
SERP(3) |
| $ | 584,844 |
| $ | 584,844 |
| $ | 584,844 |
| $ | 2,068,260 |
|
Excess Plan(3) |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
Qualified Plan(3) |
| $ | 236,867 |
| $ | 236,867 |
| $ | 236,867 |
| $ | 236,867 |
|
NQDC |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
280G Tax Gross-up(4) |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
|
Total: |
| $ | 821,711 |
| $ | 821,711 |
| $ | 1,415,685 |
| $ | 4,917,697 |
|
|
|
|
|
| (1) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the 4/30/ | |
| (2) | Presumes benefits are similar to those available to salaried employees and therefore | |
| (3) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2012), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits | |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Executive Benefits and |
| Retirement |
| Resignation |
| Dismissal |
| Dismissal |
| ||||
|
| ||||||||||||||
|
| Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Severance — Base Salary |
| $ | 0 |
| $ | 0 |
| $ | 1,020,000 |
| $ | 1,020,000 |
|
|
| Severance — Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 1,020,000 |
| $ | 1,020,000 |
|
|
| Prorated Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 237,437 |
| $ | 510,000 |
|
|
| ELTIP — Restricted Performance Shares |
| $ | 0 |
| $ | 0 |
| $ | 339,000 |
| $ | 678,000 |
|
|
| Restricted Stock (Performance Shares Earned but Not Vested)(5) |
| $ | 907,096 |
| $ | 907,096 |
| $ | 907,096 |
| $ | 907,096 |
|
|
| Stock Options(1) |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 46,750 |
|
|
| Benefits(2) |
| $ | 0 |
| $ | 0 |
| $ | 27,057 |
| $ | 27,057 |
|
|
| SERP(3) |
| $ | 3,582,864 |
| $ | 3,582,864 |
| $ | 3,582,864 |
| $ | 3,582,864 |
|
|
| Excess Plan(3) |
| $ | 1,276,187 |
| $ | 1,276,187 |
| $ | 1,276,187 |
| $ | 1,276,187 |
|
|
| Qualified Plan(3) |
| $ | 1,189,308 |
| $ | 1,189,308 |
| $ | 1,189,308 |
| $ | 1,189,308 |
|
|
| NQDC(4) |
|
| 279,478 |
|
| 279,478 |
|
| 279,478 |
|
| 279,478 |
|
|
| 280G Tax Gross-up |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
|
|
| ||||||||||||||
|
| Total: |
| $ | 7,234,933 |
| $ | 7,234,933 |
| $ | 9,878,427 |
| $ | 10,536,740 |
|
|
| ||||||||||||||
|
| ||
|
| ||
|
| ||
| |||
|
| ||
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Executive Benefits and |
| Retirement |
| Resignation |
| Dismissal |
| Dismissal |
| ||||
| ||||||||||||||
| Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Severance — Base Salary(4) |
| $ | 0 |
| $ | 0 |
| $ | 1,070,000 |
| $ | 1,070,000 |
|
| Severance — Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 1,070,000 |
|
| Prorated Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 620,500 |
| $ | 535,000 |
|
| ELTIP — Restricted Performance Shares |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 678,000 |
|
| Restricted Stock (Performance Shares Earned but Not Vested)(4) |
| $ | 907,096 |
| $ | 907,096 |
| $ | 907,096 |
| $ | 907,096 |
|
| Stock Options(1) |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 42,500 |
|
| Benefits(2) |
| $ | 0 |
| $ | 0 |
| $ | 41,257 |
| $ | 41,257 |
|
| SERP(3) |
| $ | 4,502,336 |
| $ | 4,502,336 |
| $ | 4,502,336 |
| $ | 5,906,344 |
|
| Excess Plan(3) |
| $ | 1,218,149 |
| $ | 1,218,149 |
| $ | 1,218,149 |
| $ | 1,218,149 |
|
| Qualified Plan(3) |
| $ | 662,356 |
| $ | 662,356 |
| $ | 662,356 |
| $ | 662,356 |
|
| NQDC |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 280G Tax Gross-up |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
|
| ||||||||||||||
| Total: |
| $ | 7,289,937 |
| $ | 7,289,937 |
| $ | 9,021,694 |
| $ | 12,130,702 |
|
| ||||||||||||||
|
| ||
|
| ||
|
| ||
|
|
| |
|
| Qualified: | |
|
|
| |
| (4) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Executive Benefits and |
| Retirement |
| Resignation |
| Dismissal |
| Dismissal |
| ||||
| ||||||||||||||
| Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Severance — Base Salary |
| $ | 0 |
| $ | 0 |
| $ | 577,500 |
| $ | 770,000 |
|
| Severance — Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 770,000 |
|
| Prorated Annual Incentive |
| $ | 0 |
| $ | 0 |
| $ | 561,114 |
| $ | 385,000 |
|
| ELTIP — Restricted Performance Shares |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 678,000 |
|
| Restricted Stock (Performance Shares Earned but Not Vested)(5) |
| $ | 907,096 |
| $ | 907,096 |
| $ | 907,096 |
| $ | 907,096 |
|
| Stock Options(1) |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 42,500 |
|
| Benefits(2) |
| $ | 0 |
| $ | 0 |
| $ | 20,362 |
| $ | 27,149 |
|
| SERP(3) |
| $ | 2,407,238 |
| $ | 2,407,238 |
| $ | 2,407,238 |
| $ | 3,115,522 |
|
| Excess Plan(3) |
| $ | 333,922 |
| $ | 333,922 |
| $ | 333,922 |
| $ | 333,922 |
|
| Qualified Plan(3) |
| $ | 649,459 |
| $ | 649,459 |
| $ | 649,459 |
| $ | 649,459 |
|
| NQDC(4) |
|
| 1,490,096 |
|
| 1,490,096 |
|
| 1,490,096 |
|
| 1,490,096 |
|
| 280G Tax Gross-up |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
|
| ||||||||||||||
| Total: |
| $ | 5,787,811 |
| $ | 5,787,811 |
| $ | 6,946,787 |
| $ | 9,168,744 |
|
| ||||||||||||||
|
| ||
|
|
| |
|
| ||
|
| ||
| |||
|
| ||
|
| ||
|
|
|
| |||
| The preceding tables—Potential Payments upon Termination or Change of Control—show the payments and benefits our named executives would receive in connection with a variety of employment termination scenarios and upon a change of control. For the named executive officers, the information assumes the terminations and change of control occurred on April 30, | |||||
|
|
| ||||
| ||||||
| The tables do not include amounts such as base salary, annual incentives and stock awards the named executive officers earned due to employment through April 30, | |||||
|
|
| ||||
|
| Under the 2004 and 2009 Key Employee Stock Plan, the Committee may elect to accelerate the vesting of performance stock which has been earned but not vested for a retiring executive. Payout for current cycles will be made in shares following the end of the performance cycle. | ||||
|
| |||||
|
| |||||
|
| |||||
|
| |||||
|
| |||||
|
| |||||
|
| The named officers and certain other executives are covered by employment agreements which provide for the following in the event of | ||||
• | Severance—base salary: Mr. Smith—24 months; Messrs. Cousens, Miron and Allin—18 months; Mr. Rinck—12 months. | |||||
• | Restricted Performance Shares—Mr. Smith—accelerated vesting of all earned Restricted Performance Shares for completed cycles. | |||||
• | Company-paid health and welfare benefits, for their respective severance periods: Mr. Smith—24 months; Messrs. Cousens, Miron and Allin—18 months; Mr. Rinck—12 months. | |||||
The named officers and certain other executives are covered by employment agreements which provide for the following, in the event of a “without cause termination” or | ||||||
|
|
|
| |||
|
| • | Severance—base salary: | |||
|
|
|
| |||
|
| • | Severance—annual target incentive— | |||
|
|
|
| |||
|
| • | Company-paid health and welfare | |||
|
|
|
| |||
|
| • | A lump-sum payment under the 1989 or 2005 SERP, equal to the present value of the benefit to which the participant would have been entitled if he/she had attained age 65 and retired on the date of such termination of employment. | |||
|
|
|
| |||
|
| • |
|
| ||
|
|
|
| |||
|
| • |
|
| ||
|
|
|
| |||
|
|
|
| |||
Upon a “change of control”, as defined, under the 2004 and 2009 Key Employee Stock Plan, for grants made prior to June 2011, | ||||||
|
|
|
| |||
|
| • | All outstanding options shall become immediately exercisable up to the full number of shares covered by the option. | |||
|
|
|
| |||
|
| • | All outstanding target restricted performance shares shall become immediately vested. | |||
|
|
|
| ||||
|
| • | All shares of restricted stock that would otherwise remain subject to restrictions shall be free of such restrictions. | ||||
|
|
|
| ||||
|
| • | Beginning with the June 2011 equity awards, double-trigger vesting of equity upon a change of control will apply in cases where the acquiring company is a publicly traded company, and that company assumes or replaces the outstanding equity. | ||||
|
|
|
| ||||
“Change of Control”shall mean an event which shall occur if there is: | |||||||
|
|
|
| ||||
|
| (i) | a change in the ownership of the Company; | ||||
(ii) | a change in the effective control of the Company; or | ||||||
(iii) | a change in the ownership of a substantial portion of the assets of the Company. | ||||||
| For purposes of this definition, a change in the ownership occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. | ||||||
|
|
|
| ||||
|
| A change in the effective control occurs on the date on which | |||||
(i) | a person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock possessing 30% or more of the total voting power of the stock of the Company, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or | ||||||
(ii) | a majority of the members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder. | ||||||
|
|
|
| ||||
| A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), other than a person or group of persons that is related to the Company, acquires assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending | ||||||
|
| ||||
| on the date of the most recent acquisition. The determination as to the occurrence of a Change of Control shall be based on objective facts and in accordance with the requirements of Code Section 409A and the regulations promulgated thereunder. | ||||
|
| ||||
|
| ||||
| |||||
Our non-employee directors received an annual retainer of $70,000 and committee chairmen, except the chairman of the | |||||
Effective September 20, 2012, the annual retainer fee for non-employee directors will be increased to $72,500. | |||||
Pursuant to the Director Stock Plan, our non-employee directors receive an annual award of Class A shares equal in value to 100 percent of their annual total cash compensation, excluding the additional fees paid to committee chairmen and any expense reimbursements. In September 2011, a total of 11,340 Class A shares were awarded to directors. | |||||
| The | ||||
| |||||
Our active directors and their spouses are eligible to participate in the Company’s Matching Gift Program. The Company will match the first $1,000 given by the donor as follows: three-toone on the first $500, and one-to-one on the second $500, up to a maximum contribution of $2,000 per institution, per donor, per calendar year. | |||||
The table below indicates the total cash compensation received by each non-employee director during fiscal 2012. | |||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Name |
| Fees Earned |
| Stock Awards |
| All Other |
| Total |
| |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
Mari Jean Baker(2)(3) |
| $70,000.00 |
| $55,000.00 |
| $2,135.93 |
|
| $127,135.93 |
|
Warren J. Baker(2)(3)(5) |
| $70,000.00 |
| $55,000.00 |
| $25,939.95 |
|
| $150,939.95 |
|
Jean-Lou Chameau(2)(3) |
| $70,000.00 |
| $55,000.00 |
| $135.93 |
|
| $125,135.93 |
|
Linda P.B. Katehi(2)(3) |
| $70,000.00 |
| $55,000.00 |
| $135.93 |
|
| $125,135.93 |
|
Matthew S. Kissner*(2)(3) |
| $85,000.00 |
| $55,000.00 |
| $13,034.59 |
|
| $153,034.59 |
|
Raymond W. McDaniel, Jr.(2)(3)(5) |
| $70,000.00 |
| $55,000.00 |
| $11,700.88 |
|
| $136,700.88 |
|
Eduardo Menasce*(2)(3) |
| $85,000.00 |
| $55,000.00 |
| $2,917.44 |
|
| $142,917.44 |
|
William B. Plummer*(1)(2)(3) |
| $85,000.00 |
| $55,000.00 |
| $17,153.73 |
|
| $157,153.73 |
|
William J. Pesce(2)(3)(6) |
| $90,625.00 |
| $55,000.00 |
| $4,000.00 |
|
| $149,625.00 |
|
Kalpana Raina(2)(3) |
| $70,000.00 |
| $55,000.00 |
| $3,112.78 |
|
| $128,112.78 |
|
Bradford Wiley II(2)(3) |
| $70,000.00 |
| $55,000.00 |
| $2,000.00 |
|
| $127,000.00 |
|
Peter Booth Wiley(3)(4) |
| $0.00 |
| $0.00 |
| $498,500.00 |
|
| $498,500.00 |
|
| ||||||||||
|
|
| |||
| * |
| |||
| |||||
| |||||
| |||||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
|
|
| |
|
| ||||
| ||||
| ||||
| ||||
|
| |||
| ||||
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category |
| Number of securities |
| Weighted-average |
| Number of securities |
| |||||||
|
| [a] |
| [b] |
| [c] |
| |||||||
Equity compensation plans approved by security holders |
|
| 6,703,889 |
|
|
| $ | 34.05 |
|
|
| 2,951,111 |
|
|
Equity compensation plans not approved by security holders |
|
| 0 |
|
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
|
| 6,703,889 |
|
|
| $ | 34.05 |
|
|
| 2,951,111 |
|
|
|
|
|
|
|
|
| |||
| |||
| |||
| |||
| (2) | ||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
|
|
|
|
|
|
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
|
| ||
| ||
| ||
| ||
| ||
| ||
| ||
|
| ||
| ||
| ||
| ||
| (3) | The amounts in All Other Compensation include the cash value of dividends accrued under the Deferred Compensation Plan and, in the case of Mr. McDaniel and Dr. Baker, respectively $1,029.54 and $2,025.89 in interest credited to their Deferred Cash Compensation Plan in FY2012. Also included are contributions made under the Company’s Matching Gift Program, as described above, as follows: Ms. M. Baker – $2,000; Dr. W. Baker – $4,100; Mr. Pesce $4,000; Mr. B. Wiley – $2,000 and Mr. P. Wiley – $83,500. |
| (4) |
|
| (5) | Effective January 1, 2009, Messrs. Baker and McDaniel deferred receipt of annual cash retainer fees in the form of stock until January 1, 2010. Effective January 1, 2011, Mr. McDaniel deferred receipt of his annual cash retainer in a cash deferral account and Dr. Baker began receiving his annual cash retainer in the form of cash. |
| (6) |
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Mari Jean Baker | 1,154.65 |
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Warren J. Baker | 25,444.11 |
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Linda P.B. Katehi | 1,154.65 | — | ||||||||
Matthew S. Kissner | 16,836.46 | — | ||||||||
Raymond W. McDaniel, Jr. | 15,142.93 | — | ||||||||
Eduardo Menascé | 6,212.21 | — | ||||||||
William B. Plummer | 23,221.70 | — | ||||||||
Kalpana Raina | 4,239.06 | — | ||||||||
Bradford Wiley II | — | — | ||||||||
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| The By-Laws of the Company provide for indemnification of directors and officers in connection with claims arising from service to the Company to the extent permitted under the New York State Business Corporation Law. The Company carries insurance in the amount of $30,000,000 with Federal Insurance Company, and Allied World National Assurance Company at a premium of $336,300. The current policy expires on November 14, 2012. | |||
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| In the ordinary course of business, the Company and its subsidiaries may have transactions with companies and organizations whose executive officers are also Company directors. None of these transactions in fiscal 2012 exceeded the threshold for disclosure under our Corporate Governance Guidelines, which is 2% of the gross revenues of either the Company or the other organization. | |||
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Manner and Expenses of Solicitation | ||||
| Since many of our shareholders are unable to attend the Annual Meeting, the Board solicits proxies so that each shareholder has the opportunity to vote on the proposals to be considered at the Annual Meeting. | |||
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| Shareholders of record can vote, and save the Company expense, by using the Internet or by calling the toll-free telephone number printed on the proxy card. Voting instructions (including instructions for both telephonic and Internet voting) are provided on the proxy card. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give voting instructions and to confirm that shareholders’ instructions have been recorded properly. Shareholders voting via the Internet should understand that there | |||
may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by the shareholder. | |||||
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| If your shares are held in the name of a bank or broker, follow the voting instructions on the form you receive from such record holder. The availability of Internet and telephone voting will depend on their voting procedures. | ||||
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| If you do vote by Internet or telephone, it will not be necessary to return your proxy card. If you do not choose to vote using these two options, you may return your proxy card, properly signed, and the shares will be voted in accordance with your directions. Shareholders are urged to mark the boxes on the proxy card to indicate how their shares are to be voted. If no choices are specified, the shares represented by that proxy card will be voted as recommended by the Board. | ||||
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| If a shareholder does not return a signed proxy card, vote by the Internet, by telephone or attend the Annual Meeting and vote in person, his or her shares will not be voted. Any shareholder giving a proxy (including one given by the Internet or telephone) has the right to revoke it at any time before it is exercised by giving notice in writing to the Secretary of the Company, by delivering a duly executed proxy bearing a later date to the Secretary (or by subsequently completing a telephonic or Internet proxy) prior to the Annual Meeting of | ||||
Shareholders, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy. | ||||
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| The Company will bear the costs of soliciting proxies. In addition to the solicitation of proxies by use of the mail, some of the officers, directors and other employees of the Company may also solicit proxies personally or by mail, telephone or facsimile, but they will not receive additional compensation for such services. Brokerage firms, custodians, banks, trustees, nominees or other fiduciaries holding shares of common stock in their names will be reimbursed for their reasonable out-of-pocket expenses in forwarding proxy material to their principals. | |||
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Deadline for Submission of | ||||
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| If a shareholder submits a proposal outside of Rule 14a-8 for the | |||
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| Our By-Laws establish an advance notice procedure with regard to certain matters, including shareholder proposals and nominations of individuals for election to the Board. In general, written notice of a shareholder proposal or a director nomination for an annual meeting must be received by the Secretary of the Company no later than May | |||
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| Proposals and nominations should be addressed to Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Mail Stop | |||
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| The Company has not received notice from any shareholder of its intention to bring a matter before the | ||
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| The Company will provide, without charge, a copy of its Annual Report on Form 10-K filed with the Securities and Exchange Commission for fiscal year | |
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| It is important that your proxy be returned promptly, whether by mail, by the Internet or by telephone. You may revoke the proxy at any time before it is exercised. If you attend the meeting in person, you may withdraw any proxy (including an Internet or telephonic proxy) and vote your own shares. | |
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| BY ORDEROF THE BOARDOF DIRECTORS | ||
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| Corporate Secretary | ||
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| Hoboken, New Jersey | |||
| 10, 2012 |
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EXHIBIT A
JOHN WILEY & SONS, INC.2009 KEY EMPLOYEE STOCK PLAN - ANNUAL MEETING, SEPTEMBER 20, 2012
YOUR VOTE IS IMPORTANT!
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
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EXHIBIT B
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
PROXY/VOTING INSTRUCTION CARD
JOHN WILEY & SONS, INC.
The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors and “FOR” Proposals 2 and 3.
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Address Changes/Comments: | |||
(Continued, and to be marked, dated and signed, on the other side)
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 19, 2012 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | |
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS | |
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | |
VOTE BY PHONE - 1-800-690-6903 | |
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 19, 2012 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you call and then follow the instructions. | |
VOTE BY MAIL | |
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
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VOTE BY INTERNET -www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 16, 2009 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 16, 2009 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| M48622-P28925 KEEP THIS PORTION FOR YOUR RECORDS | |
| DETACH AND RETURN THIS PORTION ONLY | |
THIS | ||
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JOHN WILEY & SONS, INC. |
| For | Withhold | For All |
| To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. |
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All | All | Except | |||||||||||||||||||||||||||||||||||||
The Board of Directors recommends a vote “FOR” all | |||||||||||||||||||||||||||||||||||||||
Vote on Directors | o | o | o | ||||||||||||||||||||||||||||||||||||
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| 1. | The | |||||||||||||||||||||||||||||||||||||
Nominees: |
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01) Mari J. Baker | 03) William B. Plummer | ||||||||||||||||||||||||||||||||||||||
02) Raymond W. McDaniel, Jr. | 04) Kalpana Raina | ||||||||||||||||||||||||||||||||||||||
Vote on Proposals: | For | Against | Abstain | Notice to participants in the John Wiley & Sons, Inc. Employee Savings Plan (“401K”) and the Payroll Deduction Employee Stock Purchase Plan (“ESPP”): | |||||||||||||||||||||||||||||||||||
2. | Ratification of the appointment of KPMG LLP as independent accountants. | o | o | o | If you participate in the 401K or the ESPP, this proxy card includes shares that the relevant plans have credited to this account. | ||||||||||||||||||||||||||||||||||
3. | Approval, on an advisory basis, of the compensation of the named executive officers. | o | o | o | |||||||||||||||||||||||||||||||||||
To allow for sufficient time for the 401K Trustee to vote, the Trustee must receive your voting instructions by 11:59 p.m. Eastern Daylight Time on Monday, September 17, 2012. If the 401K Trustee does not receive your instructions by that date, the Trustee will vote the shares held in the same proportion as votes from other participants in the 401K. | |||||||||||||||||||||||||||||||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. | o | PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s) appear(s) hereon. | |||||||||||||||||||||||||||||||||||||
Please indicate if you plan to attend this meeting. | o | o | |||||||||||||||||||||||||||||||||||||
Yes | No | ||||||||||||||||||||||||||||||||||||||
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE. | |||||||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | ||||||||||||||||||||||||||||||||||||
JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 20, 2012
YOUR VOTE IS IMPORTANT!
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
CLASS B |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
PROXY/VOTING INSTRUCTION CARD
JOHN WILEY & SONS, INC.
The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors and “FOR” Proposals 2 and 3.
Address Changes/Comments: | |||
(Continued, and to be marked, dated and signed, on the other side)
VOTE BY INTERNET -www.proxyvote.com | ||
| Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 19, 2012. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | |
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS | ||
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | ||
VOTE BY PHONE - 1-800-690-6903 | ||
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 19, 2012. Have your proxy card in hand when you call and then follow the instructions. | ||
VOTE BY MAIL | ||
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
M48624-P28925 | KEEP THIS PORTION FOR YOUR RECORDS | |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED. | ||
JOHN WILEY & SONS, INC. | For | Withhold | For All | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||||||||||||||||||||||||||||||||||||||||
All | All | Except | |||||||||||||||||||||||||||||||||||||||||||||||
The Board of Directors recommends a vote “FOR” all | |||||||||||||||||||||||||||||||||||||||||||||||||
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| 1. | The election as directors of all nominees listed below, | |||||||||||||||||||||||||||||||||||||||||||||||
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02) Linda Katehi | 06) Stephen M. Smith | ||||||||||||||||||||||||||||||||||||||||||||||||
03) Matthew S. Kissner | 07) Jesse Wiley | ||||||||||||||||||||||||||||||||||||||||||||||||
04) Eduardo Menascé | 08) Peter Booth Wiley | ||||||||||||||||||||||||||||||||||||||||||||||||
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Please indicate if you plan to attend this meeting. | o | o | |||||||||||||||||||||||||||||||||||||||||||||||
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JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 17, 2009
YOUR VOTE IS IMPORTANT!
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
| ||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com.
PROXY/VOTING INSTRUCTION CARD
JOHN WILEY & SONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Peter Booth Wiley, William J. Pesce and Michael L. Preston as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class A Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held at the Company’s headquarters, 111 River Street, Hoboken, New Jersey, on September 17, 2009, at 9:30 A.M., Eastern Daylight Saving Time.
The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors and “FOR” Proposals: 2, 3, 4 and 5.
| |
(Continued, and to be marked, dated and signed, on the other side)
JOHN WILEY & SONS, INC.111 RIVER STREETHOBOKEN, NJ 07030
VOTE BY INTERNET -www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 16, 2009. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 16, 2009. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 17, 2009
YOUR VOTE IS IMPORTANT!
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com.
PROXY/VOTING INSTRUCTION CARD
JOHN WILEY & SONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Peter Booth Wiley, William J. Pesce and Michael L. Preston as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class B Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held at the Company’s headquarters, 111 River Street, Hoboken, New Jersey, on September 17, 2009, at 9:30 A.M., Eastern Daylight Saving Time.
The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors and “FOR” Proposals: 2, 3, 4 and 5.
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(Continued, and to be marked, dated and signed, on the other side)
***Exercise YourRight to Vote***
IMPORTANT NOTICERegarding the Availability of Proxy Materials
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M16295-P83449
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M16296-P83449
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Voting Items |
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The Board of Directors recommends you vote “FOR” all |
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1. | Election of Directors |
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| Nominees: |
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| 01) | Kim Jones | 03) | William B. Plummer |
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| 02) | Raymond W. McDaniel, Jr. | 04) | Kalpana Raina |
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2. | Ratification of the appointment of KPMG LLP as independent accountants. |
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3. | Approval of the 2009 Key Employee Stock Plan. |
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4. | Approval of the 2009 Executive Annual Incentive Plan. |
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5. | Approval of the 2009 Director Stock Plan. |
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CLASS A |
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M16297-P83449 |
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Voting Items |
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The Board of Directors recommends you vote “FOR” all |
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1. | Election of Directors |
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| Nominees: |
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| 01) | Warren J. Baker | 05) | William J. Pesce |
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| 02) | Richard M Hochhauser | 06) | Bradford Wiley II |
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| 03) | Matthew S. Kissner | 07) | Peter Booth Wiley |
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| 04) | Eduardo Menascé |
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2. | Ratification of the appointment of KPMG LLP as independent accountants. |
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3. | Approval of the 2009 Key Employee Stock Plan. |
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4. | Approval of the 2009 Executive Annual Incentive Plan. |
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5. | Approval of the 2009 Director Stock Plan. |
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CLASS B |
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M16298-P83449 |
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M16299-P83449