JOHN WILEY & SONS, INC. — Proxy Solicitation & Information Statement 2007

Aug 7, 2007

DEF 14A 1 c46628_def14a.htm

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.14a-12

John Wiley & Sons, Inc.
(Name of Registrant as Specified
in Its Charter)

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x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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John Wiley & Sons, Inc.

2007 PROXY STATEMENT

111 River Street Hoboken, NJ 07030-5774 (201) 748-6000 Peter Booth Wiley Chairman of the Board August 7, 2007

T O OUR S HAREHOLDERS :

We cordially invite you to attend the 2007 Annual Meeting of Shareholders to be held on Thursday, September 20, 2007 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 enclosed 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.

Sincerely,
●
Chairman of the Board

111 River Street Hoboken, NJ 07030-5774 (201) 748-6000

N OTICE OF A NNUAL M EETING OF S HAREHOLDERS TO BE HELD S EPTEMBER 20, 2007

T O OUR S HAREHOLDERS :

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 20, 2007 at 9:30 A.M., for the following purposes:

1. To elect a board of ten (10) directors, of whom three (3) are to be elected by the holders of Class A Common Stock voting as a class and seven (7) are to be elected by the holders of Class B Common Stock voting as a 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, 2008.

3. 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 24, 2007 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:

• 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);
• Visit the Internet website at www.proxyvote.com; or
• Sign, date and promptly return your proxy card in the postage-prepaid envelope provided.

J OSEPHINE B ACCHI- M OURTZIOU
Vice President and Corporate Secretary
August 7, 2007
Hoboken, New Jersey

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.

PROXY STATEMENT

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 20, 2007 at the time and place set forth in the accompanying Notice of Meeting and at any and all adjournments thereof. This Proxy Statement and accompanying forms of proxy relating to each class of Common Stock, together with the Company’s Annual Report to Shareholders for the fiscal year ended April 30, 2007 (“fiscal 2007”), are first being sent or given to shareholders on August 7, 2007. The executive offices of the Company are at 111 River Street, Hoboken, New Jersey 07030-5774.

	T ABLE OF C ONTENTS
●	Voting Securities, Record Date,
Principal Holders, page 1
●	Corporate Governance Principles, page 3
●	Certain Information Concerning the Board, page
6
●	Compensation Committee Interlocks, page 8
●	Director Compensation, page 8
●	Related Party Transactions, page 10
●	Election of Directors, page 10
●	Section 16(a) Beneficial Ownership Reporting
Compliance, page 14
●	Executive Compensation, page 14
●	Compensation Committee Report, page 14
●	Performance Graph, page 14
●	Compensation Discussion and Analysis, page
15
●	Report of the Audit Committee, page 30
●	Ratification of the Appointment of Independent
Public Accountants, page 32
●	Manner and Expenses of Solicitation, page 32
●	Electronic Delivery of Materials, page 33
●	Deadline for Submission of Shareholder Proposals,
page 33
●	Other Matters, page 33

I. Voting Securities— Record Date— Principal Holders Only shareholders of record at the close of business on July 24, 2007 are entitled to vote at the Annual Meeting of Shareholders on the matters that may come before the Annual Meeting. At the close of business on July 24, 2007, there were 48,117,694 shares of Class A Common Stock, par value $1.00 per share (the “Class A Stock”), and 9,895,087 shares of Class B Common Stock, par value $1.00 per share (the “Class B Stock”), issued and outstanding and entitled to vote. The holders of Class A Stock, voting as a class, are entitled to elect three (3) directors, and the holders of Class B Stock, voting as a class, are entitled to elect seven (7) directors. Each outstanding share of Class A and Class B Stock is entitled to one vote for each Class A or Class B director, respectively. The presence in person or by proxy of a majority of the outstanding shares of Class A or Class B Stock entitled to vote for directors designated as Class A or Class B directors, as the case may be, will constitute a quorum for the purpose of voting to elect that class of directors. All elections shall be determined by a plurality of the class of shares voting thereon. Only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. Shares present at the meeting that are not voted for a

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particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for such nominee (including broker non-votes) will not be counted toward such nominee’s achievement of a plurality.

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.

Proposal 2 requires approval by a majority of votes cast at the Annual Meeting. Abstentions and broker non-votes are not counted in determining the votes cast, but do have the effect of reducing the number of affirmative votes required to achieve a majority for such matters by reducing the total number of shares from which the majority is calculated.

If you are a beneficial shareholder and your broker holds your shares in its name, the broker is permitted to vote your shares on the election of directors and the ratification of KPMG LLP as our independent auditor even if the broker does not receive voting instructions from you.

The following table and footnotes set forth, at the close of business on July 24, 2007, information concerning each person owning of record, or known to the Company to own beneficially, or who might be deemed to own, 5% or more of its outstanding shares of Class A or Class B Stock. The table below was prepared from the records of the Company and from information furnished to it. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described above.

	Class of	Common Stock	Percent	Percent of — Total Voting
Name and Address	Stock	Owned Beneficially	of Class	Power
E.P. Hamilton Trusts, LLC (1)	A	462,338	1.0 %	0.3 %
965 Mission
Street	B	8,125,536	82.1 %	55.2 %
San Francisco,
CA
Deborah E. Wiley (2)(3)(4)	A	1,253,976	2.6 %	0.9 %
111 River
Street	B	38,820	0.4 %	0.3 %
Hoboken,
NJ
Peter Booth Wiley (2)(3)(5)	A	1,224,630	2.5 %	0.8 %
111 River
Street	B	12,240	0.1 %	0.1 %
Hoboken,
NJ
Bradford Wiley II (2)(3)	A	1,200,754	2.5 %	0.8 %
111 River
Street	B	12,240	0.1 %	0.1 %
Hoboken,
NJ
Private Capital Management (6)	A	8,936,987	18.6 %	6.0 %
8889 Pelican
Bay Blvd.
Naples,
Fl
Investment
Manager
Pioneer Investment Management,
Inc. (6)	A	3,829,681	8.0 %	2.6 %
60 State
Street
Boston,
MA
Investment
Manager
United States Trust Corporation (6)	A	2,740,193	5.7 %	1.9 %
114 West
47th Street
New York,
NY
Investment
Manager

| (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. |
| --- | --- |
| (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. |

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| (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. |
| --- | --- |
| (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. |
| (5) | Includes 2,948 shares of Class A Stock which Peter Booth Wiley has the right to acquire under an option granted under the 1990 Director Stock Plan, as Amended and Restated as of June 22, 2001. |
| (6) | 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. |

II. Corporate Governance Principles To promote the best corporate governance practices, the Company adheres to the Corporate Governance Principles (“Principles”) set forth below. The Board of Directors (the “Board”) 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 stakeholders, 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. 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 exempt from certain corporate governance standards. However, the Board believes it is in the best interest of the Company and its shareholders to abide by all of the regulations, except for the requirement that the Governance Committee be comprised of independent directors only. The Board has chosen to take an exemption to this requirement because it believes that a Wiley family member’s participation on this Committee will result in a collaborative process to promote the highest standards in the recruitment of new directors and in governance generally. 1. 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 CEO. The Compensation Committee annually evaluates the CEO’s performance, approves the CEO’s compensation, and informs the Board of its decisions. The Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key management incumbents and their professional growth and development plans. The Board also:

| a) | reviews the Company’s business
and strategic plans and actual operating performance; |
| --- | --- |
| b) | reviews and approves the Company’s
financial objectives, investment plans and programs; and |
| c) | provides oversight of internal and
external audit processes and financial reporting. |

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2. Director Independence

The Board has long held that it is in the best interests of the Company for the Board to consist of a substantial majority of independent Directors. The Board annually determines that a Director is independent if he or she has no material relationship, either directly or indirectly, with the Company, defined as follows:

| a) | The Director is not and has not been employed in an executive capacity by the Company or its subsidiaries within the three years immediately prior to the annual meeting at which the nominees of the Board will be voted
upon. |
| --- | --- |
| b) | The Director is not a significant advisor or consultant to the Company (including its subsidiaries); does not have direct, sole responsibility for business between the Company and a material supplier or customer; and does
not have a significant personal services contract with the Company. |
| c) | 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, or receives payments from, the Company
in an amount that, in any single fiscal year, exceeds 2% of such other organization’s consolidated gross revenues. |
| d) | The Director is not, and has not been within the past three years, employed by or affiliated with a firm that provided independent audit services to the Company; the Director is not, and does not have an immediate family
member who is a current partner of the firm that is the Company’s external auditor; and the Director or an immediate family member was not within the past three years a partner or employee of the Company’s external audit firm and
personally worked on the Company’s audit within that time. |
| e) | The Director does not have an immediate family member who is a current employee of the Company’s external audit firm and who participates in that firm’s audit, assurance or tax compliance practice. |
| f) | The Director is not, and has not been in the past three years, part of an interlocking directorship involving compensation committees. |
| g) | The Director is not a member of the immediate family of Peter Booth Wiley, Bradford Wiley II and Deborah E. Wiley, or management, as listed in the Company’s proxy statement. |

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.

3. Composition of the Board

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. Currently, a ten-member Board is considered to be appropriate, though size may vary. 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.

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4. Director Eligibility

Directors shall limit the number of other board memberships (excluding non-profits) in order to insure adequate attention to Wiley business. Directors shall advise the Chairman of the Board and the Chairman of the Governance Committee in advance of accepting an invitation to serve on a new board. Whenever there is a substantial change in the Director’s principal occupation, a Director shall tender his or her resignation and shall immediately inform the Board of any potential conflict of interest. The Governance Committee will recommend to the Board the action, if any, to be taken with respect to the resignation or the potential conflict of interest.

The Board has established a retirement age of 70 for its Directors. The Board may in its discretion nominate for election a person who has attained age 70 if it believes that under the circumstances it is in the Company’s best interests.

5. Board and Management Communication

The Board has access to all members of management and external advisors. As appropriate, the Board may retain independent advisors.

The CEO shall establish and maintain effective communications with the Company’s stakeholder 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., 111 River Street, Mail Stop 7-02, Hoboken, NJ 07030-5774.

6. 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.

7. Director Compensation

The Governance Committee periodically reviews and recommends to the Board its members’ annual retainer, which is composed of cash and restricted 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. Furthermore, non-employee Directors are encouraged to take their cash compensation in the form of Company shares.

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8. 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.

9. Board Committees

The Board has established four standing committees: Executive, Audit, Compensation, and Governance. The Governance Committee recommends to the Board the members and chairs for each of these committees. The Audit Committee and the Compensation Committee are composed of independent Directors only. The Audit Committee has the sole responsibility for retention and dismissal of the Company’s independent auditors. The Governance Committee is composed of independent directors and a member of the Wiley family, as permitted under the New York Stock Exchange’s rules applicable to “controlled companies.” The Board believes that the family’s participation in the Committee will result in a collaborative process to promote the highest standards in the recruitment of new directors and in governance generally.

The Governance Committee recommends to the Board the members and chairs for each of the committees. The chair and membership assignments for all committees are reviewed regularly and rotated as appropriate. The chairs of the committees determine the frequency, length and agenda of meetings for each committee meeting. As in the case of the Board, materials are provided in advance of meetings to allow members to prepare for discussion at the meeting.

The scope and responsibilities of each committee are detailed in the committee charters, which are approved by the Board. Each committee annually reviews its charter, and the Governance Committee and the Board review all charters from time to time.

With the permission of the chairman of the committee, any Board member may attend a meeting of any committee.

10. Periodic Review

The Governance Committee and the Board review these Principles annually.

The Principles stated above, Committee Charters, the Business Conduct and Ethics Policy and the Code of Ethics for Senior Financial Officers are published on our web site at www.wiley.com, under the “About Wiley—Investor Relations—Corporate Governance” captions. Copies are also available free of charge to shareholders on request to: Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030-5774.

III. Certain Information Concerning the Board The Board is currently composed of ten members. Two directors, Bradford Wiley II and Peter Booth Wiley, are brothers. The Board has affirmatively determined that all of our directors, except William J. Pesce, Bradford Wiley II and Peter Booth Wiley, meet the independence guidelines the Board set forth in our Corporate Governance Principles, as noted above. The Company does not have a policy that requires the attendance of all directors at the Annual Meetings, but it has been long-standing practice for directors to attend. In September 2006, the Board consisted of eight members, seven of whom attended the 2006 Annual Meeting. All incumbent directors attended at least 92% of the aggregate number of meetings of the Board and of the committees on which such director sat with nine of our directors attending 100% of these meetings.

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The following table indicates current membership and total meetings of the Board and its standing committees:

Name	Board	Audit	Compensation	Executive	Governance
Warren J. Baker	X		X
Richard M. Hochhauser	X		X
Kim Jones	X		X		X*
Matthew S. Kissner	X	X	X*	X*
Raymond W. McDaniel, Jr.	X	X			X
Eduardo Menasce	X				X
William J. Pesce	X			X
William B. Plummer	X	X*		X
Bradford Wiley II	X				X
Peter Booth Wiley	X
FY2007 Meetings	6 (a)	7 (a)	3 (a)	0 (a)	8
*Chairman

(a) The Board acted once by Written Consent; the Audit and Executive Committees each acted twice by Written Consent; and the Compensation Committee acted three times by Written Consent.

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.

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; 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. The Committee holds discussions with management prior to the release of quarterly earnings, and also reviews quarterly results prior to filings.

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.

Compensation Committee. The Compensation 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 2004 Key Employee Stock Plan. All members of the Committee are independent under the rules of the New York Stock Exchange, currently applicable to the Company.

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

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| | compensation and benefits;
and makes recommendations to the Board regarding corporate governance
policies. Additional
Information About the Governance Committee. The
Board selects new candidates based on a recommendation of the Governance
Committee. The Committee evaluates all director candidates in accordance
with the director membership criteria described in the Corporate
Governance Principles. The Committee considers a candidate’s
background, experience, expertise, and other relevant criteria, including
other public and private company boards on which the candidate serves.
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
Committee has retained a search firm, at the expense of the Company,
to identify potential director candidates. The search firm provides
background material on potential candidates, and provides guidance
pertaining to the particular experience, skills and other characteristics
that the Board is seeking. The search firm conducts initial interviews
with potential candidates, and candidates who merit further consideration
are then interviewed by members of the Committee, other directors and
key senior management personnel. The Governance Committee considers
the results of these interviews when making its recommendations to
the Board. 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 33 of this proxy statement.
The recommendation should include the candidate’s name, biographical
data, and a description of his or her qualifications. |
| --- | --- |
| Compensation Committee Interlocks | No
member of the Compensation 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 Compensation Committee. |
| Directors’ Compensation | Our
non-employee directors currently receive an annual retainer of $45,000
and committee chairmen, except the chairman of the Executive Committee,
receive an additional annual retainer of $7,500. These fees became
effective on September 21, 2006. Prior to that, the annual retainer
was $40,000, and the Committee Chair retainer was $4,000. No
fees are paid for attendance at meetings. No non-employee director
receives any other compensation from the Company, except for reimbursement
of expenses incurred for attendance at Board meetings. Directors who
are employees do not receive an annual retainer for Board or committee
service. 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 2006, a total
of 6,642 Class A shares were awarded to directors. The
Company has established a Deferred Compensation Plan for Directors
(the “Deferred Plan”). Non-employee directors are eligible
to participate, and may defer all or a portion of their annual retainer
fees in the form of cash and/or Class A Common Stock. They may also
defer their annual stock award. Seven of our ten directors currently
participate in the Deferred Plan. Retainers deferred in cash accrue
interest annually based on the prime rate. Retainers deferred in the
form of Class A Common Stock receive dividend equivalent units based
on the closing price of the Class A Common Stock on the record date.
Deferred cash and/or stock is payable to the directors upon their retirement
from the Board, either in a lump sum or in the form of annual installments. 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. |

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The table below indicates the total cash compensation received by each non-employee director during fiscal 2007.

	Fees — Earned or	Stock	All — Other
Name	Paid in Cash	Awards	Compensation	Total
Warren J. Baker (1)(2)(3)	$45,000	$40,000	$9,863	$94,863
Richard M. Hochhauser (4)	$33,750			$33,750
Kim Jones* (1)(2)(3)	$52,500	$40,000	$1,243	$93,743
Matthew S. Kissner* (1)(2)(3)	$52,500	$40,000	$2,673	$95,173
Raymond W. McDaniel, Jr. (1)(2)(3)	$45,000	$40,000	$ 987	$85,987
Eduardo Menasce (4)	$33,740			$33,740
William B. Plummer* (1)(2)(3)	$52,500	$40,000	$2,673	$95,173
Bradford Wiley II (2)	$45,000	$40,000		$85,000
*Committee Chairman

(1)	Ms. Jones and Messrs. Baker, Kissner, McDaniel and Plummer have deferred their annual retainer fees in stock.
(2)	On September 21, 2006, each of our non-employee Directors, except for Messrs. Hochhauser and Mensace, received an annual stock award of 1,107 Class A shares, based on the closing price of $36.15. Ms. Jones and Messrs.
Baker, Kissner, McDaniel and Plummer deferred receipt of these shares pursuant to the Deferred Compensation Plan, as described above.
(3)	The amounts in All Other Compensation include the cash value of dividends accured under the Deferred Compensation Plan. The amount reported for Dr. Baker also includes $1,500 that the Company has contributed in his name
to a charitable organization under the Company’s Matching Gift Program, also described above, and $3,796 in interest credited to his Deferred Cash Compensation Account.
(4)	Messrs. Hochhauser and Mensace joined the Board in December 2006, and their retainer fees have been prorated.

| | Number of
Shares | Number of
Securities |
| --- | --- | --- |
| | Underlying | Underlying |
| | Outstanding
Deferred | Outstanding |
| Name | Stock Equivalents | Stock Options |
| Warren J. Baker | 12,411.57 | 4,955 |
| Richard M. Hochhauser | — | — |
| Kim Jones | 4,128.02 | — |
| Matthew S. Kissner | 7,735.88 | — |
| Raymond W. McDaniel, Jr. | 3,380.89 | — |
| Eduardo Menasce | — | — |
| William B. Plummer | 7,735.88 | — |
| Bradford Wiley II | — | — |

Insurance with Respect to Indemnification of Directors and Officers 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 $25,000,000 with Federal Insurance Company and the National Union Insurance Company at a premium of $377,200. The current policy expires on November 14, 2007.

9

| Transactions with Directors’ Companies | In
the ordinary course of business, John Wiley & Sons and its subsidiaries
may have transactions with companies and organizations whose executive
officers are also Wiley directors. None of these transactions in fiscal
2007 exceeded the threshold for disclosure under our Corporate Governance
Guidelines, which is 2% of the gross revenues of either Wiley or the
other organization. |
| --- | --- |
| Transactions with Related Persons | 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. 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, 2006, or that any such
material transactions are proposed to be entered into during fiscal
2008. 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. |
| IV. Election of Directors | Ten
(10) 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. T HE HOLDERS
OF C LASS A S TOCK ARE ENTITLED TO ELECT 30 % OF
THE ENTIRE BOARD. A S
A CONSEQUENCE, THREE (3) D IRECTORS WILL BE ELECTED BY THE HOLDERS
OF C LASS A S TOCK. T HE HOLDERS OF C LASS B
S TOCK ARE ENTITLED TO ELECT SEVEN (7) D IRECTORS. All
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 2006, except for Richard M. Hochhauser and Eduardo
Menascé, who were appointed to the Board in December 2006. 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. Peter
Booth Wiley, William J. Pesce and Josephine Bacchi-Mourtziou 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. |

10

| | Directors
to be Elected by Class A Shareholders |
| --- | --- |
| ● | Kim Jones, a director since 2004, has been
Vice President of Global Education, Government and Health Sciences at
Sun Microsystems, Inc. since July 2006. Prior to that she was Vice President
of Global Education and Research Line of Business at Sun from 1998 to
2006; Director of International Sales Development from 1991 to 1998;
and held a variety of sales and business development positions from 1987
to 1991. She serves on the Board of Trustees of the Western Governors
University, and is on the Board of Directors of the Sun Foundation, Curriki,
a nonprofit organization for open source curriculum for grades K-12,
and the World Bank Institute Advisory Council. She is a member of the
Business Higher Education Forum and of Sun Microsystems’ Diversity
Council. Age 50. |
| ● | Raymond W. McDaniel, Jr., a director since
2005, has been Chairman and Chief Executive Officer of Moody’s Corporation
since April 2005. 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 49. |
| ● | William B. Plummer, a director since 2003,
has been Executive Vice President and Chief Financial Officer of Dow
Jones & Company, Inc. since September 2006. 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; Treasurer from 1997 to 1998; and Vice President, Equity Capital
Group, General Electric Capital Corporation from 1995 to 1997. Age 48. |
| | Directors
to be Elected by Class B Shareholders |
| ● | Warren J. Baker, a director since 1993, has
been President of California Polytechnic State University since 1979,
and was a member of the National Science Board from 1985 to 1994. He
was a Regent of the American Architectural Foundation from 1995 to 1998;
a Fellow of the American Society of Civil Engineers; Chairman of the
Board of Directors of the ASCE Civil Engineering Research Foundation
from 1989 to 1991; Member of the Board of Directors of the California
Council on Science and Technology; Co-Chair of the California Joint Policy
Council on Agriculture and Higher Education from 1995 to 2001; Board
member of the National Association of State Universities and Land Grant
Colleges (NASULGC) from 2003 to the present; Chair of the NASULGC Commission
on Information Technologies from 1995 to 2006; Member of the NASULGC
Commission on University Science and Mathematics Teacher Education in
2007; Member of the Executive Committee of the Business-Higher Education
Forum (BHEF); Co-Chair of BHEF Math and Science Education and STEM Initiatives;
Board Member of the Society of Manufacturing Engineers Education Foundation
from 2003 to 2005; Member of the National Academy of Engineering Steering
Committee on Enhancing Community College Pathways to Engineering Careers
from 2004 to 2005; and Board Member of the Society of Manufacturing Engineers
Education Foundation from 2003 to 2005. He is also a Director of Westport
Innovations, Inc. Age 69. |

11

| ● | Richard M. Hochhauser, a director since December
2006, has been President and Chief Executive Officer of Harte-Hanks, Inc.
since 2002. Prior to that, he served as President and Chief Operating Officer
of Harte-Hanks from 1997 to 2002. He has been a director of that company
since 1996. He is an Adjunct Professor at Columbia University Graduate
School of Business; a member of the Board of the Direct Marketing Educational
Foundation; and Trustee of the Jewish Museum. Age 62. |
| --- | --- |
| ● | Matthew S. Kissner, a director since 2003,
is founder, 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 is an Operating Partner of Advent
International, a private equity company, and sits on the boards of two
of its private portfolio companies. He is a member of the Regional Plan
Association. Age 53. |
| ● | 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; and Hillenbrand Industries, Inc. Age 62. |
| ● | William J. Pesce has been our President and
Chief Executive Officer and a director since May 1, 1998. He was previously
Chief Operating Officer since May 1997; Executive Vice President, Educational
and International Group since February 1996; and Vice President, Educational
Publishing since September 1989. He 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; the Board of Directors of the
Association of American Publishers; and is on the Executive Committee
of the Business-Higher Education Forum. Age 56. |
| ● | Bradford Wiley II, a director since 1979, was
our Chairman of the Board from January 1993 until September 2002, and
was an editor in Higher Education from 1989 to 1998. He was previously
a newspaper journalist, viticulturist and winery manager. Age 66. |
| ● | Peter Booth Wiley, a director since 1984, has
been our Chairman of the Board since September 2002. He is an author
and journalist, and a Member of the Board of the University of California
Press. Age 64. |

12

Beneficial Ownership of Directors and Management 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 20 and all directors and executive officers of the Company as a group as of July 24, 2007. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described on page 1.

		Shares of						Percent
		Class A and		Additional				of
		Class
B Stock		Shares			Percent	Total	Deferred
		Beneficially		Beneficially			of	Voting	Stock
		Owned (1)		Owned (2)		Totals	Class (1)	Power	Units (3)
Warren J. Baker	A	8,201	A	4,955	A	13,156	—	—	12,411.57
	B	—			B	—	—	—
Ellis E. Cousens (4)	A	90,691	A	152,500	A	243,191	0.5 %	—
	B	—			B	—	—	—
Richard M. Hochhauser	A	—			A	—	—	—
	B	—			B	—	—	—
Kim Jones	A	—			A	—	—	—	4,128.02
	B	—			B	—	—	—
Stephen A. Kippur (4)	A	225,820	A	154,500	A	380,320	0.8 %	—
	B	—			B	—	—	—
Matthew S. Kissner	A	1,165			A	1,165	—	—	7,731.88
	B	—			B	—	—	—
Bonnie E. Lieberman (4)	A	116,193	A	181,600	A	297,793	0.6 %	—
	B	—			B	—	—	—
Raymond W. McDaniel, Jr.	A	500			A	500	—	—	3,380.89
	B	—			B	—	—	—
Eduardo Menascé	A	—			A	—	—	—
	B	—			B	—	—	—
William J. Pesce (4)	A	611,744	A	1,137,636	A	1,749,380	3.5 %	1.2 %
	B	—			B	—	—	—
William B. Plummer	A	—			A	—	—	—	7,735.88
	B	—			B	—	—	—
Eric A. Swanson	A	124,908	A	182,800	A	307,708	0.6 %	—
	B	3,200			B	3,200	—	—
Bradford Wiley II (5)(6)(7)	A	1,354,866			A	1,354,866	2.8 %	1.0 %
	B	2,720,752			B	2,720,752	27.5 %	18.5 %
Peter Booth Wiley (5)(6)(7)	A	1,378,742	A	2,948	A	1,381,690	3.0 %	1.0 %
	B	2,720,752			B	2,720,752	27.5 %	18.5 %
All directors and executive	A	5,655,220	A	2,050,425	A	7,705,645	15.2 %	5.1 %
officers as a
group (22 persons)	B	8,192,052			B	8,192,052	82.8 %	55.7 %

| (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 24, 2007. |
| --- | --- |
| (2) | Shares issuable pursuant to options exercisable under the Company’s stock option plans on or before September 24, 2007. |
| (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 page 9. The shares
will be issued upon the director’s retirement. |
| (4) | Includes Class A shares of restricted stock subject to forfeiture awarded under the Company’s long-term incentive plans (see Summary Compensation Table, footnotes (d,g), page 20 as follows: Mr. Pesce—250,380
shares; Mr. Cousens—67,421 shares; Mr. Kippur— 57,595 shares; Ms. Lieberman—55,902 shares; and Mr. Swanson—55,902 shares. |

13

| (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. |

| Section 16(a) Beneficial Ownership Reporting Compliance | 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. Based
on our review we believe that during fiscal 2007, our directors, officers
and greater than ten percent beneficial owners met all filing requirements. |
| --- | --- |
| Compensation Committee Report | The
Compensation Committee has reviewed and discussed with Company management
the Compensation Discussion and Analysis found on pages 15 through
20 of this Proxy Statement. Based on this review and discussion, the
Compensation Committee has recommended to the Board of Directors that
the Compensation Discussion and Analysis be included in the Company’s
Annual Report on Form 10-K and this Proxy Statement. Matthew
S. Kissner, Chairman Warren
J. Baker Richard
M. Hochhauser Kim
Jones |
| Performance Graph | ● |

	2002	2003	2004	2005	2006	2007
John Wiley & Sons, Inc.
Class A	$ 100.00	$ 92.60	$ 117.18	$ 139.72	$ 142.87	$ 147.65
Dow Jones World Publishing
Index	100.00	97.32	116.34	108.85	103.96	114.80
Russell 1000	100.00	84.97	103.46	108.96	124.88	141.22

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 and the Dow Jones World Publishing Index, for the period from April 30, 2002 to April 30, 2007. The Company has elected to use the Russell 1000 Index as its broad equity market index

14

| | because it is currently included in that index.
Cumulative total return assumes $100 invested on April 30, 2002 and
reinvestment of dividends throughout the period. |
| --- | --- |
| Compensation Discussion and Analysis | Our
compensation program for senior executives, including the named executive
officers, is administered by the Compensation Committee, which is currently
composed of four independent directors. Information about the members
of the Compensation Committee can be found on pages 7 through 12 of
the proxy statement. The overarching goals that guide the design and
administration of executive compensation programs include the ability
to: Recruit and retain the highest caliber
of executive talent by offering a compensation program
that is competitive in the marketplace. Motivate and reward executives for achieving
strategic and financial objectives through the
use of annual cash incentives. Align executives’ and shareholders’ interests
through awards of equity components that are
dependent upon the performance of the Company. The
following principles and practices shaped the design and implementation
of our compensation program for fiscal year 2007. 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. 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. Executives/members of the Wiley Leadership Team have a significant, ongoing ownership stake in the Company in order to strengthen the alignment of our executives’ interests with those of our shareholders. 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 annually reviews an
independently researched compensation survey as a guidepost to determine whether the Company’s compensation levels and programs are competitive and meet the Company’s stated objectives. The most recent survey, compiled by Towers Perrin
includes publishing/media companies with whom Wiley competes for business and talent and for whom data is available, as well as other companies in general industry for positions that are not unique to the publishing industry. Base salaries, annual
incentive awards and long-term incentive grants are determined within the framework of position responsibilities, future potential and the competitive market data. Regression analysis is used to ensure targeted compensation is appropriate to the
size of the Company. 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 2004 Key Employee Stock Plan and the Executive Annual
Incentive Plan, each approved by the shareholders in September 2004, such compensation plans will be used. However, the Committee recognizes that in appropriate circumstances, compensation that is not deductible under the Code may be paid at the
Committee’s discretion. |
| The Executive Compensation Program | Compensation Strategy and Philosophy. Our
executive compensation program consists of the following elements: Base salaries; Annual cash incentives; |

15

Long-term stock based incentives; Retirement and other post-employment benefits; Health and welfare benefits; and Perquisites and other fringe benefits. 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 CEO, or by the Compensation Committee in the case of the CEO, as well as with regard to the external marketplace. Our executive compensation program for the named executives and other members of the Wiley Leadership Team consists of a salary range for each position, a target cash incentive expressed as a percent of base salary and target long-term equity awards. Each executive’s base salary range, 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 level base salaries, above median level total cash for the achievement of challenging financial targets and strategic objectives and below median total cash when those targets are not attained. Third quartile (75th percentile) or above levels of compensation can be attained when challenging, long–term financial goals are achieved and accompanied by future share price appreciation. Competitive benchmark compensation survey market data for each position is prepared annually by the Committee’s executive compensation consultant, Towers Perrin, using data from its annual media industry survey and its general industry survey. For publishing/business unit executives only the media industry survey data is used. For corporate executives, the data is weighted with a two-thirds weighting to media industry data and a one-third weighting given to the general industry data. Towers Perrin uses regression analysis to ensure its recommendations are appropriate for positions in companies of comparable size to Wiley and/or its businesses. Towers Perrin presents its annual 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 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. However, individual annual and long-term incentive payments from preceding years are not used as factors in determining recommendations for the total compensation opportunity for an upcoming year. Compensation for the CEO is established using the same process and philosophy previously discussed for members of the Wiley Leadership Team. The Compensation Committee establishes the CEO’s base salary, target annual incentive and stock-based awards using data from the Towers Perrin Media Industry and General Industry surveys. The data is regressed based on revenue to ensure that targeted compensation is appropriate for the CEO of a company of Wiley’s size in the publishing/media industries, as well as general industry. In addition, the CEO’s compensation relative to the next two highest compensated executives is evaluated. As noted more fully below and in other sections of this Proxy Statement, a significant portion of the total direct compensation (defined as base salary, annual incentives and the value of stock based awards) paid to our named executive officers is aligned closely with shareholder interests, since it is based on the attainment of revenue, earnings per share and cash flow objectives. Approximately 87% of our CEO’s fiscal year 2007 compensation was variable with the annual incentive payment subject to the achievement of revenue, earnings per share and cash flow objectives; achievement of three year earnings per share and cash flow objectives for the restricted performance share award, and in the case of stock option grant, future increases in the Company’s stock price. For the other named executive officers, the variable percentages of fiscal year 2007 compensation opportunities ranged from 80% to 82% of total compensation. We believe that this incentive design provides strong motivation to focus on attaining results that create shareholder value.

16

Base Salaries. The base salaries of our named executive officers are based on a review of the competitive median marketplace for equivalent executive positions as previously discussed, and an assessment of the executive’s individual performance evaluated under our Performance Management Program by the CEO. The Company uses a Performance Management Program that measures performance against financial goals approved by the Compensation Committee as well as other quantitative and qualitative strategic objectives established at the beginning of the fiscal year. The Committee approves the objectives of the CEO, evaluates his performance and discusses their recommendation with the full Board of Directors in executive session. The CEO evaluates the performance of the members of the Wiley Leadership Team/Executive Officers and presents his ratings and base salary recommendations to the Committee for their approval.

Base salary increases for the CEO and the other named executive officers are effective July 1 of each year.

Annual Incentives. Annual incentives are payable for the achievement of annual performance goals established by the Committee and for individual performance and contributions. In fiscal year 2007, target annual incentives ranged from 60% of base salary for some executives to 110% of base salary for Mr. Pesce. For fiscal year 2007, the corporate performance measures were revenue, earnings per share and cash flow. Performance goals for individual businesses were based on revenue, EBITA and cash flow. Payouts, if any, can range from 0 to 200% of the target incentive, depending on the level of achievement of financial goals and individual objectives between threshold and outstanding measures of performance.

Financial objectives are weighted at 75% of the target award and individual strategic objectives are weighted at 25% of the target award. 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. For members of the Wiley Leadership Team reporting to the CEO, the CEO completes the rating and strategic objectives recommendation. For the CEO, the evaluation is done by the Compensation Committee and discussed with the full Board of Directors. The results are combined to produce an award of between 0 and 200% of the targeted award for each executive participating in the plan.

In fiscal year 2007, the Company exceeded its revenue and EPS targets, and was below its cash flow target. Based on the weighting of the three financial measures, and actual financial results relative to the threshold, target and outstanding levels of performance established at the beginning of the year, this resulted in a payout of 127% of target for corporate financial objectives.

Long-Term Stock Based Incentives. The long-term incentive compensation program for executives consists of restricted performance shares and stock options. These stock-based incentives are intended to align the interests of management with those of the Company’s shareholders.

In administering this program, the Compensation Committee considers data from the Towers Perrin executive compensation surveys previously discussed (which utilize SFAS123R accounting value for equity), and the recommendations of the CEO, to establish the targeted equity awards (value and number of shares) for each executive. Approximately 60% of the targeted equity value is awarded in stock options and 40% of the targeted equity value is awarded in restricted performance shares. 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. The Committee believes that having the long-term value contingent upon achieving financial objectives that drive shareholder value (EPS and cash flow) is in our shareholders’ interests. The Committee also believes that having a portion of the long-term value in stock options ensures that the executives will not receive the full targeted value unless shareholders also see a commensurate rise in the actual stock price.

• Restricted Performance Shares. At the beginning of each fiscal year a new three year long-term plan cycle begins. At that time, the Committee, utilizing the data and process described above, establishes the targeted number of restricted performance shares for each executive and the CEO. During the performance period, no shares are issued and consequently the executive has neither voting nor dividend rights to those shares. At the end of the three year performance cycle, actual shares are awarded based upon performance against established earnings per share and cumulative cash flow goals set at

17

the beginning of the performance cycle. The number of shares awarded can range from 0 to 200% of the target award. Once awarded, the shares become restricted for a two year period and vest 50% on the first anniversary after the end of the performance period and 50% on the second anniversary after the end of the performance period. During the restricted period, the executives are entitled to voting and dividend rights on the shares earned. The Committee has the right to accelerate the vesting for earned shares in the case of an executive’s retirement. For the fiscal year 2005-2007 performance cycle, actual EPS performance was at the outstanding level and cash flow was just below outstanding resulting in a payment of 191% of the targeted shares. Stock Options. Option grants are generally awarded on an annual basis, have terms of ten years and generally vest 50% in the fourth year and 50% in the fifth year from the date of grant. All employees’ stock options have exercise prices that are equal to the current market price of Class A Stock as of the grant date. The grant date is five business days after the earnings release for the full fiscal year. The ultimate value of the stock option grants is aligned with increases in shareholder value and is dependent upon increases in the market price per share over and above the grant price. In fiscal year 2007, all executives, including the CEO, received approximately 60% of their targeted long-term incentive value in stock options. Ownership Guidelines The Committee believes that the ultimate goal of the long-term plan is to align the interests of shareholders and management. To reinforce this principle, the Committee established stock ownership guidelines for all officers participating in the long-term plan. Ownership guidelines are four times base salary for the CEO and two and one-half times base salary for all other officers participating in the long-term plan. Participants have five years in which to attain these guidelines. All but one of the executives with at least five years of service have met or exceeded their targeted shareholdings. Retirement and Post-Employment Benefits. All named executive officers are eligible to participate in the Company’s qualified savings and retirement plans. However, the tax rules governing qualified retirement plans place significant limitations on the benefits which can be paid to executives. Supplemental Executive Retirement Plan (the “SERP”). To assure that executives were provided with an adequate retirement income, in 1983 the Company implemented the Supplemental Executive Retirement Plan (the “SERP”). The SERP provided an annual benefit for ten years based on a percentage of base salary. In 1989, in conjunction with a review of all of the Company’s retirement plans, the SERP was enhanced (the “1989 SERP”) by adding an alternative calculation which took into account annual cash incentives, recognizing the growing importance of annual incentives in executives’ pay packages. The change was designed to assist the Company in attracting and retaining mid-career executives. In 2004, as part of its oversight duties in looking at the value of the total compensation and retirement benefits, the Compensation Committee directed management to survey similar SERPs to assess the appropriateness and competitiveness of the Company’s plan and to ensure that it follows the best practices among such plans. Towers Perrin performed the study, finding Wiley’s SERP to be unusual in two respects: benefits are not related to service and the benefit is payable over the ten years following retirement, rather than the more typical benefit which is calculated based on service and payable over the executive’s lifetime after retirement. Based on these findings, we asked Towers Perrin to design a revised SERP which addressed these issues. The result—the “2005 SERP”—was approved by the Board of Directors and implemented effective January 1, 2005. The 2005 SERP did not replace the 1989 SERP, but rather allowed certain active SERP participants to elect, prior to December 31, 2005, to waive participation and rights to all benefits under the 1989 SERP and instead receive all benefits for both past and future service under the 2005 SERP. The 1989 SERP was closed to new participants effective March 9, 2005. The SERPs are more fully described in the notes to the “Pension Benefits Table” on page 23. Nonqualified Supplemental Benefit Plan (the “Excess Plan”). In 1986, the Nonqualified Supplemental Benefit Plan was adopted by the Board of Directors to restore

18

| | benefits lost under the Retirement Plan of
John Wiley & Sons, Inc. due to limitations imposed by IRS regulations. Post-Employment Benefits. Depending
on the circumstances of their termination, the named
executives 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 26. Under a dismissal without cause or Resignation
for Good Reason following a change of control, base salary
and target annual incentive is payable for 36 months
for the CEO, and 24 months for the other named executives.
The Company believes that 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. Under certain circumstances,
the payments made in connection with a change
in control may be considered to be “excess
parachute payments” under IRC Section 280G
and may not be deductible as compensation by
the Company. In addition, IRC Section 4999 levies
an excise tax on the executive receiving the
payment in the amount of 20% of the excess amount.
The Company will “gross-up” the executive
for this excise tax if the amount of the payment
exceeds the “excess parachute payment limit” by
more than 15%; otherwise, the total payments
made to the executive in connection with the
change of control will be reduced to below the “excess
parachute payment limit.” These post-termination
benefits are more fully described in the notes
to the Payments upon Termination and Change of
Control on page 29. Perquisites and other Benefits. The
Company provides perquisites and other benefits, which
average $11,360 to the named executive officers.
These include financial planning and tax preparation,
an allowance for business and health club memberships,
parking in the headquarters building, and annual physical
examinations. Although not a perquisite, Mr. Swanson,
whose position has required spending approximately one-half
of his time in Oxford, England since the acquisition
of Blackwell Publishing in February 2007, has been allowed
the use of a Company-leased apartment and automobile
in Oxford. These are being provided in lieu of reimbursement
for hotel and transportation expenses while conducting
company business. The company-leased apartment and automobile
are available and have been used by other company business
guests throughout the year and are not made exclusively
available for Mr. Swanson. In two cases, the Company
has paid for his spouse to travel with him to Oxford. |
| --- | --- |
| Fiscal Year
2007 CEO Compensation | In
establishing Mr. Pesce’s compensation for fiscal year 2007, the
Committee applied the principles outlined in this report in the same
manner that they were applied to other executives. Base salary, annual
incentive, and long-term incentive grant guidelines and awards were
determined within the framework of the CEO’s responsibilities,
individual performance and the external marketplace. In this regard,
the Committee considered all of the variables and made subjective determinations
after considering all of the data. For
fiscal year 2007, the Committee noted that under Mr. Pesce’s
leadership the Company achieved 8% growth in revenue, 9% growth in
earnings per share on a basis comparable to prior year (excluding
Blackwell, SFAS 123R and various tax benefits), despite assuming
a $0.05 per share bad debt provision related to the Advanced
Marketing Services bankruptcy. Free cash flow was $146 million.
In addition, the Company completed the acquisition of Blackwell Publishing,
the largest acquisition in Wiley’s 200 year history. Mr. Pesce
led a process that resulted in the Company negotiating with Blackwell
on an exclusive basis, without the use of an investment banker, thereby
avoiding a costly auction process. The acquisition exceeded the Company’s
guidance in the fourth quarter of fiscal 2007, and the transition
process is progressing according to plan. The acquisition and transition
process was accomplished while continuing to invest in technology
and new business models designed to ensure future competitiveness. Mr.
Pesce’s 2007 compensation consisted of the following: Base Salary. Effective
July 1, 2006, the Committee increased Mr. Pesce’s base salary
by 4.8% to $870,000 using the data and process previously
described. |

19

| | Annual Incentive. In
June of 2006, the Committee determined the target annual incentive
award for Mr. Pesce to be 110% of base salary ($957,000), contingent
upon the achievement of financial goals and strategic objectives approved
by the Committee at that meeting, consistent with the Executive Annual
Incentive Plan (EAIP). Based on the Company’s aggregate performance
against financial goals as discussed above, and the Committee’s
evaluation of Mr. Pesce’s performance against strategic objectives
established and reviewed by the Committee, an annual incentive of $1,392,196
was awarded. Long-Term Stock Based Incentives. In
June of 2006, Mr. Pesce received long-term incentive awards consisting
of 40,000 restricted performance shares, which will be issued in June
of 2009, contingent upon the attainment of financial goals as discussed
above, and which will vest as follows: 50% April 30, 2010, 50% April
30, 2011. In addition, Mr. Pesce was awarded stock options for 190,000
shares vesting as follows: 50% on April 30, 2010 and 50% of April 30,
2011. These awards, along with those of other named executives, are
disclosed in the option grants and long-term incentive plan awards
tables which follow. Payout of 2005 Long-Term Performance
Share Award. In June of 2007,
the Committee reviewed and approved the degree of achievement and
award payout to Mr. Pesce for the 2005 ELTIP (fiscal years 2005, 2006
and 2007) which concluded on April 30, 2007. Based on the achievement of
EPS and cumulative cash flow goals in excess of plan resulting in a payout
factor of 191%, Mr. Pesce was awarded 76,520 restricted performance shares
vesting as follows: 50% April 30, 2008 and 50% April 30, 2009. |
| --- | --- |
| Closing Statement | The
executive compensation program discussed here is based on our beliefs
that: The quality of our leadership is among
the most important determinants of the Company’s success. Our ability to attract and retain those
industry leaders who will ensure our success requires a competitive
total rewards program. Our shareholders are best served by
providing our senior executives with appropriate financial rewards
directly linked to the long-term financial success of the Company. Our senior executives must share in
the risks as well as the rewards in achieving the challenging performance
goals established by the Compensation Committee. We
believe that the Company’s executive compensation programs meet
the goals and objectives discussed in this Report. |

Summary Compensation Table							Change in
							Pension
						Non-	Value
						Equity	and
						Incentive	Nonqualified	All
						Plan	Deferred	Other
				Stock	Option	Compen-	Compensation	Compen-
		Salary	Bonus	Awards	Awards	sation	Earnings	sation	Total
Name	Year	($)	($)	($)	($)	($)	($)	($)	($)
[a]	[b]	[c]	[d]	[e]	[f]	[g]	[h]	[i]	[j]
William J. Pesce	2007	863,333	478,500	1,685,966	2,814,480	913,696	1,293,470	62,401	8,111,846
Ellis E. Cousens	2007	466,667	235,000	525,065	665,370	448,733	553,021	35,113	2,928,969
Stephen A. Kippur	2007	456,667	149,500	437,554	805,040	430,077	1,208,035	45,807	3,532,680
Eric A. Swanson	2007	395,833	140,625	437,554	699,940	277,172	995,479	31,097	2,977,700
Bonnie E. Lieberman	2007	347,500	105,000	437,554	692,848	328,060	335,684	30,508	2,277,154
(d) and (g):	The total annual incentive for
2007 is divided between columns (d) and (g). The amount shown in column
(g) was earned based on the achievement of pre-established corporate
and divisional financial measures—including revenue, profit and
cash flow—approved by the Compensation Committee. The amount shown
in column (d) is the portion of the annual incentive that was approved
by the Compensation Committee based on achievement of strategic milestones—non-financial
personal objectives that are designed to drive improved performance for
the company in the future.
(e):	Represents the compensation costs
of restricted performance shares granted since 2004 for financial reporting
purposes for the year under SFAS 123R. Restricted performance

20

| | shares were granted under the Company’s
1999 Long-Term Incentive Plan and the 2004 Key Employee Stock Plan. See
Notes 2 and 15 of the Company’s financial statements for 2007 for
the assumptions used in determining FAS 123R values. There can be no
assurance that the SFAS 123R value will ever be realized. |
| --- | --- |
| (f): | Represents the compensation costs of stock
options granted since 2002 for financial reporting purposes for the year
under SFAS 123R. Stock options were granted under the Company’s
1999 Long-Term Incentive Plan and the 2004 Key Employee Stock Plan. See
Notes 2 and 15 of the Company’s financial statements for 2007 for
the assumptions used in determining SFAS 123R values. There can be no
assurance that the SFAS 123R value will ever be realized. |
| (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, 2006 to April 30, 2007. |
| (i): | All Other Compensation includes the following
in 2007: |
| | Accrued dividends on non-vested restricted stock (including Mr. Pesce’s, valued at $37,057), Employer contributions to the Company 401(k) plan and Deferred Compensation Plan (including Mr. Kippur’s, valued at $13,616), Perquisites (financial planning, club membership fees, parking benefits, and for Mr. Swanson, certain spouse travel expenses) for Messrs. Pesce, Cousens, Kippur, Swanson and Ms. Lieberman, valued at $11,047, $11,047, $13,468, $9,850, and $11,047, respectively. Messrs. Pesce, Cousens, Kippur, Swanson and Ms. Lieberman, received reimbursement for taxes on the value of all perquisites in the amounts of $7,547, $7,646, $10,274,
$7,514, and $7,646, respectively. |

| Grants
of Plan-Based Awards Table | | | | | | | | All Other | All Other | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | Stock | Option | | |
| | | | | | | | | Awards: | Awards: | Exercise | Value of |
| | | | | | | | | Number of | Number of | or Base | Awards |
| | | Estimated
Future Payouts Under | | | Estimated
Future Payouts Under | | | Shares of | Securities | Price of | Granted |
| | | Non-Equity
Incentive Plan Awards | | | Equity
Incentive Plan Awards | | | Stock or | Underlying | Option | During the |
| | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | Fiscal Year |
| Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($) |
| [a] | [b] | [c] | [d] | [e] | [f] | [g] | [h] | [i] | [j] | [k] | [l] |
| William
J. Pesce | 6/22/06 | | | | 10,000 | 40,000 | 80,000 | | 190,000 | $33.05 | $3,761,600 |
| Ellis
E. Cousens | 6/22/06 | | | | 3,000 | 12,000 | 24,000 | | 60,000 | 33.05 | 1,167,000 |
| Stephen
A. Kippur | 6/22/06 | | | | 2,500 | 10,000 | 20,000 | | 55,000 | 33.05 | 1,036,700 |
| Eric A.
Swanson | 6/22/06 | | | | 2,500 | 10,000 | 20,000 | | 50,000 | 33.05 | 972,500 |
| Bonnie
E. Lieberman | 6/22/06 | | | | 2,500 | 10,000 | 20,000 | | 50,000 | 33.05 | 972,500 |

| (f) to (h): | Represents the restricted performance share
awards granted for the 2007 through 2009 performance period pursuant
to the 2004 Key Employee Stock Plan. 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 three-year plan cycle and include earnings per share and cumulative
cash flow targets, as defined, for the end of the three-year period.
No long-term incentive is payable unless the threshold is reached on
at least one financial measure. The restricted performance shares, if
earned, vest as to 50% on April 30, 2010 and the remaining 50% on April
30, 2011. |
| --- | --- |
| (j): | Option grants are awarded on an annual basis,
have terms of ten years and generally vest 50% in the fourth year and
50% in the fifth year from the date of grant. All employees’ stock
options have exercise prices that are equal to the grant date closing
market price of Class A Stock. In fiscal 2006, all executives, including
Mr. Pesce, received approximately 65% of their targeted long-term incentive
in stock options. |
| (k): | The closing stock price on June 22, 2006.
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. |
| (l): | The grant date fair value under SFAS 123R
on the restricted performance share awards was $33.05. The grant
date fair value under SFAS 123R on stock option awards was $12.84.
See Note 15 of the Company’s financial statements for fiscal 2007
for the assumptions made in determining SFAS 123(R) values. |

21

Outstanding Equity Awards at Fiscal Year End
	Option
Awards					Stock
Awards
											Equity
											Incentive
									Equity		Plan
									Incentive		Awards:
									Plan		Market
	Number	Number	Equity						Awards:		or Payout
	of	of	Incentive						Number of		Value of
	Securities	Securities	Plan Awards					Market	Unearned		Unearned
	Under-	Underlying	Number of			Number		Value	Shares,		Shares,
	lying	Unexer-	Securities			of Shares		of Shares	Units		Units
	Unexer-	cised	Underlying			or Units		or Units	or Other		or Other
	cised	Options	Unexercised	Option		of Stock		of Stock	Rights		Rights
	Options	(#)	Unearned	Exercise	Option	That Have		That Have	That Have		That Have
	(#)	Unexer-	Options	Price	Expiration	Not Vested		Not Vested	Not Vested		Not Vested
Name	Exercisable	cisable	(#)	($)	Date	(#)		($)	(#)		($)
[a]	[b]	[c]	[d]	[e]	[f]	[g]		[h]	[i]		[j]
William
J. Pesce	300,000			$13.89	4/30/2008	33,860	(1)	$1,268,057
	183,200			$13.75	6/23/2008	76,520	(2)	2,865,674
	94,436			$14.59	9/15/2008				35,000	(3)	$1,310,750
	100,000			$20.56	6/22/2009				40,000	(4)	1,498,000
	100,000			$23.56	6/21/2010
	85,000			$23.40	6/20/2011
	175,000			$24.95	6/19/2012
	100,000			$25.32	6/17/2013
		100,000 (1)		$25.32	6/17/2013
		200,000 (2)		$31.89	6/22/2014
		185,000 (3)		$38.55	6/21/2015
		190,000 (4)		$33.05	6/21/2016
Ellis
E. Cousens	40,000			$19.27	3/18/2011	8,465	(1)	317,014
	35,000			$23.40	6/20/2011	22,956	(2)	859,702
	50,000			$24.95	6/19/2012				12,000	(3)	449,400
	27,500			$25.32	6/17/2013				12,000	(4)	449,400
		27,500 (1)		$25.32	6/17/2013
		60,000 (2)		$31.89	6/22/2014
		60,000 (3)		$38.55	6/21/2015
		60,000 (4)		$33.05	6/21/2016
Stephen
A. Kippur	50,000			$23.56	6/21/2010	8,465	(1)	317,014
	27,000			$23.40	6/20/2011	19,130	(2)	716,419
	50,000			$24.95	6/19/2012				10,000	(3)	374,500
	27,500			$25.32	6/17/2013				10,000	(4)	374,500
		27,500 (1)		$25.32	6/17/2013
		55,000 (2)		$31.89	6/22/2014
		55,000 (3)		$38.55	6/21/2015
		55,000 (4)		$33.05	6/21/2016
Eric A.
Swanson	38,800			$13.75	6/23/2008	6,772		253,611
	24,000			$20.56	6/22/2009	19,130		716,419
	30,000			$23.56	6/21/2010				10,000		374,500
	30,000			$38.55	6/20/2011				10,000		374,500
	40,000			$24.95	6/19/2012
	20,000			$25.32	6/17/2013
		20,000 (1)		$25.32	6/17/2013
		50,000 (2)		$31.89	6/22/2014
		50,000 (3)		$38.55	6/21/2015
		50,000 (4)		$33.05	6/21/2016
Bonnie
E. Lieberman	27,600			$13.75	6/23/2008	6,772		253,611
	20,000			$20.56	6/22/2009	19,130		716,419
	50,000			$23.56	6/21/2010				10,000		374,500
	27,000			$38.55	6/20/2011				10,000		374,500
	37,000			$24.95	6/19/2012
	20,000			$25.32	6/17/2013
		20,000 (1)		$25.32	6/17/2013
		50,000 (2)		$31.89	6/22/2014
		50,000 (3)		$38.55	6/21/2015
		50,000 (4)		33.05	6/21/2016

(1)	Remaining 50% of award vests on April 30, 2008
(2)	Award vests 50% on April 30, 2008
and 50% on April 30, 2009
(3)	Award vests 50% on April 30, 2009 and 50% on
April 30, 2010
(4)	Award vests 50% on April 30, 2010 and 50% on
April 30, 2011
(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.

22

| (g): | Represents the remaining half of
the restricted performance shares earned for the 2004 to 2006 long-term
incentive plan which will vest on April 30, 2008, and all of the shares
earned for the 2005 to 2007 long-term incentive plan half of which will
vest on April 30, 2008 and half of which will vest on April 30, 2009. |
| --- | --- |
| (i): | Represents the target number of
restricted performance shares granted but yet-to-be earned for the 2006-2008
and 2007-2009 long-term cycles. The 2006-2008 shares, if earned, will
vest half on April 30, 2009 and half on April 30, 2010. The 2007-2009
shares, if earned, will vest half on April 30, 2010 and half on April
30, 2011. |

| Option
Exercises and Stock Vested Table | Option
Awards — Number of Shares | Value Realized | Stock
Awards | |
| --- | --- | --- | --- | --- |
| | Acquired on | on Exercise | Number of Shares | Value Realized |
| | Exercise | Vesting | Acquired on | on Vesting |
| Name | (#) | ($) | (#) | ($) |
| [a] | [b] | [c] | [d] | [e] |
| William J. Pesce | 88,764 | $ 2,594,860 | 58,782 | $ 2,201,386 |
| Ellis
E. Cousens | | | 15,586 | 583,696 |
| Stephen A. Kippur | 56,200 | 1,185,310 | 12,656 | 473,967 |
| Eric A.
Swanson | | | 12,475 | 467,189 |
| Bonnie E. Lieberman | 27,428 | 824,897 | 9,264 | 346,937 |

| | 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 each of the restricted performance
shares earned from the 2003-2005 and 2004-2006 Executive Long-Term Incentive
Plans on April 30, 2007, granted pursuant to the 1999 Long-Term Incentive
Plan and the 2004 Key Employee Stock Plan. |
| (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 fair market value of those shares on April 30,
2007. |
| Pension Benefits Table | |

| | | Number of Years | Present Value
of — Accumulated | Payments During |
| --- | --- | --- | --- | --- |
| | | Credited Service | Benefit | Last Fiscal Year |
| Name | Plan | (#) | ($) | ($) |
| [a] | [b] | [c] | [d] | [e] |
| William J. Pesce | Employees’ Retirement
Plan of John | | | |
| | Wiley & Sons,
Inc. | 18 | $ 436,442 | 0 |
| | John Wiley & Sons, Inc.
Non-Qualified | | | |
| | Supplemental
Benefit Plan (Excess Plan) | 18 | 865,368 | 0 |
| | John Wiley & Sons, Inc.
Supplemental | | | |
| | Executive Retirement
Plan (SERP) | 18 | 6,373,091 | 0 |
| Ellis E. Cousens | Employees’ Retirement
Plan of | | | |
| | John Wiley & Sons,
Inc. | 6 | 112,141 | 0 |
| | John Wiley & Sons, Inc.
Non-Qualified | | | |
| | Supplemental
Benefit Plan (Excess Plan) | 6 | 311,309 | 0 |
| | John Wiley & Sons, Inc.
Supplemental | | | |
| | Executive Retirement
Plan (SERP) | 6 | 2,116,839 | 0 |
| Stephen A. Kippur | Employees’ Retirement
Plan of | | | |
| | John Wiley & Sons,
Inc. | 28 | 890,907 | 0 |
| | John Wiley & Sons, Inc.
Non-Qualified | | | |
| | Supplemental
Benefit Plan (Excess Plan) | 28 | 880,053 | 0 |
| | John Wiley & Sons, Inc.
Supplemental | | | |
| | Executive Retirement
Plan (SERP) | 28 | 2,832,687 | 0 |
| Eric A. Swanson | Employees’ Retirement
Plan of | | | |
| | John Wiley & Sons,
Inc. | 18 | 513,936 | 0 |
| | John Wiley & Sons, Inc.
Non-Qualified | | | |
| | Supplemental
Benefit Plan (Excess Plan) | 33 | 827,985 | 0 |
| | John Wiley & Sons, Inc.
Supplemental | | | |
| | Executive Retirement
Plan (SERP) | 33 | 2,474,085 | 0 |
| Bonnie E. Lieberman | Employees’ Retirement
Plan of | | | |
| | John Wiley & Sons,
Inc. | 17 | 524,392 | 0 |
| | John Wiley & Sons, Inc.
Non-Qualified | | | |
| | Supplemental
Benefit Plan (Excess Plan) | 17 | 157,937 | 0 |
| | John Wiley & Sons, Inc.
Supplemental | | | |
| | Executive Retirement
Plan (SERP) | 17 | 1,670,838 | 0 |

(c): Credited service is limited to 35 years for all purposes under the Retirement Plan and the Supplemental Retirement Plan.

23

| | 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 “Retirement
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, 2007, calculated using the same
assumptions in footnote 14 of the Company’s financial statements, except the SERP benefit for Messrs. Pesce and Cousens calculated under the 1989 SERP, which has no mortality assumption and for the 1989 and 2005 SERP, no recognition of future
salary increases or pre-retirement mortality. A description of each plan follows: |
| --- | --- |
| The Employees Retirement Plan of John Wiley & Sons, Inc. (the 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 Retirement 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 Retirement Plan formula was revised to provide covered participants with enhanced future benefits. After January 1, 2005, benefits are calculated as the sum
of: a frozen benefit as of December 31, 2004, calculated under the Previous Benefit Formula, plus an annual benefit earned for benefit service after January 1, 2005. The amount of each year’s accrual is 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 Retirement Plan and Supplemental Retirement Plan described below for Messrs. Pesce, Cousens, Kippur, Swanson,
and Ms. Lieberman is $88,581, $35,074, $139,824, $58,409, and $46,108, respectively. Messrs. Pesce, Kippur, Swanson, and Ms. Lieberman are eligible for early retirement under this plan. |
| --- | --- |
| The Nonqualified Supplemental Retirement Plan (the Excess Plan) | The Excess Plan provides benefits that would otherwise be denied participants by reason of certain Internal Revenue Code limitations on the tax-qualified benefit. In addition, the Plan provides
benefits to certain individuals which arise from additional service credit granted for previous employment with acquired companies. Mr. Swanson is credited with 15 additional years of benefit service under this provision for his employment with Alan
R. Liss, Inc, which has the effect of increasing his frozen benefit under the Previous Benefit Formula to a total of $116,190. Average final compensation and total annual compensation are determined under the Excess Plan in the same manner as under the Retirement Plan, except that a participant’s compensation is
not subject to the limitations under the Internal Revenue Code. Years of service |

24

	under the Retirement Plan and Supplemental Retirement Plan are the number of years and months, limited to 35 years, worked for the Company and its subsidiaries after attaining age 21. Messrs. Pesce, Kippur, Swanson, and Ms. Lieberman are eligible for early retirement under this plan.
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 so, including Messrs Kippur and Swanson, and Ms. Lieberman. Mr. Pesce and Mr. Cousens remain in the 1989 SERP. 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 Retirement Plan, the Excess Plan and the primary benefit above. The Applicable Percentage for Messrs. Pesce and Cousens is 65%, and 55%, respectively. 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. Pesce, Cousens, Kippur, Swanson, and Ms. Lieberman are eligible for early retirement under this plan.
Nonqualified Deferred Compensation (NQDC) Table

	Executive	Registrant	Aggregate	Aggregate	Aggregate
	Contributions	Contributions	Earnings
in	Withdrawals/	Balance
at Last
	in
Last FY	in
Last FY	in
Last FY	Distributions	FYE
Name	($)	($)	($)	($)	($)
(a)	(b)	(c)	(d)	(e)	(f)
William
J. Pesce	$360,384	$ —	$312,609	N/A	$2,934,433
Ellis E.
Cousens	N/A	N/A	N/A	N/A	N/A
Stephen
A. Kippur	$ 23,003	$6,820	$ 21,067	N/A	$ 308,087
Eric Swanson	N/A	N/A	N/A	N/A	N/A
Bonnie
E. Lieberman	$163,719	$2,102	$ 60,334	N/A	$ 991,266

Participants in the company’s Nonqualified Deferred Compensation Plan (the “NQDC”) may elect to defer up to 25% of their base salary, or up to 100% of their annual cash incentive compensation, such that their total annual contribution cannot exceed 25% of their total cash compensation. If the participant’s Company matching contributions under the Employees’ Savings Plan are restricted due to IRC 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.

25

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 available for the last fiscal year and their returns for the year are shown below:

| MSF BlackRock
Large Cap | 13.53 |
| --- | --- |
| MSF BlackRock
Bond Income | 6.59 % |
| MSF BlackRock
Money Market | 4.71 % |
| MSF BlackRock
Diversified | 11.25 % |
| MSF FI International
Stock | 10.90 % |
| MSF MetLife
Stock Index | 14.55 % |
| MSF BlackRock
Aggressive Growth | 5.37 % |
| Northwestern
Mutual Life Insurance Fixed Rate Option | 7.00 % |

| | Account balances under the 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 IRC Section 409A. 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), (d), and (g) on the Summary Compensation Table. |
| --- | --- |
| Payments upon Termination and Change of Control | William J. Pesce |

				Dismissal
				without
Cause
		Resignation		or
Resignation
Executive
Benefits and		without	Dismissal	for
Good Reason
Payments
Upon Termination	Retirement	Good
Reason	(absent
CoC)	(following
CoC)
Compensation:
Severance — Base
Salary	$ 0	$ 0	$ 2,610,000	$ 2,610,000
Severance — Annual
Incentive	$ 0	$ 0	$ 2,871,000	$ 2,871,000
ELTIP — Restricted
Performance Shares	$ 0	$ 0	$ 2,925,000	$ 2,925,000
Restricted
Stock (Performance Shares
Earned
but Not Vested)	$ 0	$ 0	$ 0	$ 2,880,540
Stock Options (1)	$ 0	$ 0	$ 0	$ 11,390,145
Benefits (2)	$ 0	$ 0	$ 101,799	$ 101,799
SERP (3)	$ 6,091,821	$ 6,091,821	$ 6,091,821	$ 9,991,939
Excess
Plan (3)	$ 1,007,690	$ 1,007,690	$ 1,007,690	$ 1,007,690
Qualified
Pension Plan (3)	$ 508,221	$ 508,221	$ 508,221	$ 508,221
Deferred
Compensation Plan (4)	$ 2,934,433	$ 2,934,433	$ 2,934,433	$ 2,934,433
280G
Tax Gross-up	$ 0	$ 0	$ 0	$ 5,511,507

| (1) | Reflects the excess of assumed
fair value of the stock ($39) over exercise price for those
options becoming vested on April 30, 2007 CoC. |
| --- | --- |
| (2) | Benefits are similar to those
available to salaried employees generally. |
| (3) | Amounts reflected are lump
sum payments, even though plan documents only permit annuity
payments, except for a CoC. Annual benefits are as follows: |
| | Qualified: $34,425/year
as a life annuity |
| | Excess: $68,258/year
as a life annuity |
| | SERP: $743,151/year
as a 10-year certain |
| (4) | Payment of the balance as
a lump sum on termination following a Change of Control; in all
other circumstances, the present value of payments in approximately
equal installments over 15 years. |

26

Ellis E. Cousens
				Dismissal
				without
Cause
		Resignation		or
Resignation
Executive
Benefits and		without	Dismissal	for
Good Reason
Payments
Upon Termination	Retirement	Good
Reason	(absent
CoC)	(following
CoC)
Compensation:
Severance — Base
Salary	$ 0	$ 0	$ 705,000	$ 940,000
Severance — Annual
Incentive		$ 0	$ 0	$ 940,000
ELTIP — Restricted
Performance Shares	$ 0	$ 0	$ 0	$ 936,000
Restricted Stock
(Performance Shares
Earned
but Not Vested)	$ 0	$ 0	$ 0	$ 798,135
Stock Options (1)	$ 0	$ 0	$ 0	$ 1,186,800
Benefits (2)	$ 0	$ 0	$ 21,804	$ 29,072
SERP (3)	$ 2,390,663	$ 2,390,663	$ 2,390,663	$ 4,165,841
Excess Plan (3)	$ 394,393	$ 394,393	$ 394,393	$ 466,376
Qualified Pension
Plan (3)	$ 142,070	$ 142,070	$ 142,070	$ 142,070
Deferred Compensation
Plan	$ 0	$ 0	$ 0	$ 0
280G
Tax Gross-up	$ 0	$ 0	$ 0	$ 2,190,826

| (1) | Reflects the excess of assumed fair value
of the stock ($39) over exercise price for those options becoming
vested on April 30, 2007 CoC. |
| --- | --- |
| (2) | Benefits are similar to those available to
salaried employees generally. |
| (3) | Amounts reflected are lump sum payments,
even though plan documents only permit annuity payments, except for
a CoC. Mr. Cousens’ Qualified and Excess plan benefits commence
at age 65, since he is not eligible for early retirement under these
plans. Annual benefits are as follows: |
| | Qualified: $18,496/year as a life annuity Excess: $51,346/year as a life annuity SERP: $291,641/year
as a 10-year certain |

| Stephen A.
Kippur | | | | |
| --- | --- | --- | --- | --- |
| | | | | Dismissal |
| | | | | without
Cause |
| | | Resignation | | or
Resignation |
| Executive
Benefits and | | without | Dismissal | for
Good Reason |
| Payments
Upon Termination | Retirement | Good
Reason | (absent
CoC) | (following
CoC) |
| Compensation: | | | | |
| Severance — Base
Salary | $ 0 | $ 0 | $ 920,000 | $ 920,000 |
| Severance — Annual
Incentive | $ 0 | $ 0 | $ 920,000 | $ 920,000 |
| ELTIP — Restricted
Performance Shares | $ 0 | $ 0 | $ 390,000 | $ 780,000 |
| Restricted Stock
(Performance Shares | | | | |
| Earned
but Not Vested) | $ 0 | $ 0 | $ 0 | $ 720,135 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 3,243,240 |
| Benefits (2) | $ 0 | $ 0 | $ 47,193 | $ 47,193 |
| SERP (3) | $ 2,997,748 | $ 2,997,748 | $ 2,997,748 | $ 4,190,454 |
| Excess Plan (3) | $ 931,334 | $ 931,334 | $ 931,334 | $ 931,334 |
| Qualified Pension
Plan (3) | $ 942,820 | $ 942,820 | $ 942,820 | $ 942,820 |
| Deferred Compensation
Plan (4) | $ 308,087 | $ 308,087 | $ 308,087 | $ 308,087 |
| 280G
Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 0 |

| (1) | Reflects the excess of assumed fair value
of the stock ($39) over exercise price for those options becoming
vested on April 30, 2007 CoC. |
| --- | --- |
| (2) | Benefits are similar to those available to
salaried employees generally. |
| (3) | Amounts reflected are lump sum payments,
even though plan documents only permit annuity payments, except for
a CoC. Annual benefits are as follows: |
| | Qualified: $69,379/year as a life annuity |
| | Excess: $68,533/year as a life annuity |
| | SERP: $220,593/year as a life annuity |
| (4) | Payment of the balance as a lump sum on termination
following a Change of Control; in all other circumstances, the present
value of payments in approximately equal installments over 15 years. |

27

Eric A. Swanson
				Dismissal
				without
Cause
		Resignation		or
Resignation
Executive
Benefits and		without	Dismissal	for
Good Reason
Payments
Upon Termination	Retirement	Good
Reason	(absent
CoC)	(following
CoC)
Compensation:
Severance — Base
Salary	$ 0	$ 0	$ 525,000	$ 700,000
Severance — Annual
Incentive	$ 0	$ 0	$ 0	$ 700,000
ELTIP — Restricted
Performance Shares	$ 0	$ 0	$ 0	$ 780,000
Restricted Stock
(Performance Shares
Earned
but Not Vested)	$ 0	$ 0	$ 0	$ 522,054
Stock Options (1)	$ 0	$ 0	$ 0	$ 949,100
Benefits (2)	$ 0	$ 0	$ 38,728	$ 38,728
SERP (3)	$ 2,730,684	$ 2,730,684	$ 2,730,684	$ 4,210,499
Excess Plan (3)	$ 913,859	$ 913,859	$ 913,859	$ 913,859
Qualified Pension
Plan (3)	$ 567,239	$ 567,239	$ 567,239	$ 567,239
Deferred Compensation
Plan (4)	$ 0	$ 0	$ 0	$ 0
280G
Tax Gross-up	$ 0	$ 0	$ 0	$ 1,722,962

| (1) | Reflects the excess of assumed fair value
of the stock ($39) over exercise price for those options becoming
vested on April 30, 2007 CoC. |
| --- | --- |
| (2) | Benefits are similar to those available to
salaried employees generally. |
| (3) | Amounts reflected are lump sum payments,
even though plan documents only permit annuity payments, except for
a CoC. Annual benefits are as follows: |
| | Qualified: $40,383/year
as a life annuity |
| | Excess: $65,060/year
as a life annuity |
| | SERP: $194,404/year
as a life annuity |

| Bonnie E.
Lieberman | | | | |
| --- | --- | --- | --- | --- |
| | | | | Dismissal |
| | | | | without
Cause |
| | | Resignation | | or
Resignation |
| Executive
Benefits and | | without | Dismissal | for
Good Reason |
| Payments
Upon Termination | Retirement | Good
Reason | (absent
CoC) | (following
CoC) |
| Compensation: | | | | |
| Severance — Base
Salary | $ 0 | $ 0 | $ 525,000 | $ 700,000 |
| Severance — Annual
Incentive | $ 0 | $ 0 | $ 0 | $ 700,000 |
| ELTIP — Restricted
Performance Shares | $ 0 | $ 0 | $ 0 | $ 780,000 |
| Restricted Stock
(Performance Shares | | | | |
| Earned
but Not Vested) | $ 0 | $ 0 | $ 0 | $ 522,054 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 949,100 |
| Benefits (2) | $ 0 | $ 0 | $ 26,823 | $ 26,823 |
| SERP (3) | $ 1,768,733 | $ 1,768,733 | $ 1,768,733 | $ 2,613,908 |
| Excess Plan (3) | $ 167,190 | $ 167,190 | $ 167,190 | $ 167,190 |
| Qualified Pension
Plan (3) | $ 555,116 | $ 555,116 | $ 555,116 | $ 555,116 |
| Deferred Compensation
Plan (4) | $ 991,266 | $ 991,266 | $ 991,266 | $ 991,266 |
| 280G
Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 1,352,035 |

| (1) | Reflects the excess of assumed fair value
of the stock ($39) over exercise price for those options becoming
vested on April 30, 2007 CoC. |
| --- | --- |
| (2) | Benefits are similar to those available to
salaried employees generally. |
| (3) | Amounts reflected are lump sum payments,
even though plan documents only permit annuity payments, except for
a CoC. Annual benefits are as follows: |
| | Qualified: $39,604/year
as a life annuity Excess: $11,928/year
as a life annuity SERP: $126,189/year
as a life annuity |
| (4) | Payment of the balance as a lump sum on termination
following a Change of Control; in all other circumstances, the present
value of payments in approximately equal installments over 15 years. |

28

| | 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, 2007. All of the payments and benefits described below would be
provided by the Company or its affiliates. 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, 2007. |
| --- | --- |
| Retirement | Under the 2004 Key Employee Stock Plan, the Compensation Committee may elect to award a retiring executive a cash award in lieu of performance stock which have been earned but not vested by
such employee. |
| Dismissal (absent a CoC) | The named officers and certain other executives are covered by employment agreements which provide for the following: Severance—base salary: Mr. Pesce—36 months; Mr. Kippur—24 months; Messrs. Cousens, Swanson and Ms. Lieberman—18 months. Annual incentive at target—Mr. Pesce—3 years; Mr. Kippur—2 years. Restricted Performance Shares—Mr. Pesce—accelerated vesting of all outstanding Restricted Performance shares; Mr. Kippur—accelerated vesting of any Restricted Performance Shares which end with 12 months. Company-paid health and welfare benefits, for their respective severance periods: Mr. Pesce—36 months; Messrs. Kippur and Swanson—24 months; Mr. Cousens and Ms. Lieberman—18 months. |
| Dismissal without Cause or Resignation for Good Reason (following CoC) | The named officers and certain other executives are covered by employment agreements which provide for the following, in the event of dismissal without cause or resignation for Good Reason
following a change of control, as defined: Severance—base salary: Mr. Pesce—36 months; Messrs. Cousens, Kippur, Swanson and Ms. Lieberman—24 months. Annual incentive at target—Mr. Pesce—3 years; Messrs, Cousens, Kippur, Swanson and Ms. Lieberman—2 years. Mr. Pesce—all shares of restricted stock that would otherwise remain subject to restrictions shall be free of such restrictions. Company-paid health and welfare benefits for
their respective severance periods. 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. A lump-sum payment of the accrued benefit under the Nonqualified Supplemental Benefit Plan. Immediate payment of the current balance of the Nonqualified Deferred Compensation Plan. If the total payments to the executive are deemed to be “excess parachute payments” under IRC Section 280G, an excise tax will be levied on the executive receiving the payment in the amount of 20% of the
excess amount. The Company will “gross-up” the executive for this excise tax if the amount by which the payment exceeds the “excess parachute payment limit” by more than 15%; otherwise, the total payments made to the executive in
connection with the change of control will be reduced to below the “excess parachute payment limit.” Upon a “change of control”, as defined, under the 2004 Key Employee Stock Plan, All outstanding options shall become immediately exercisable up to the full number of shares covered by the option. |

29

The Compensation Committee shall specify in a performance share award whether, and to what effect, in the event of a change of control, an employee shall be issued shares of common stock with regard to performance share awards held by such employee. All current performance stock awards in effect for senior executives provide for immediate accelerated vesting in the event of a change of control. All shares of restricted stock that would otherwise remain subject to restrictions shall be free of such restrictions. A “Change of Control” shall be deemed to have occurred if:

| (a) | any Person becomes the
beneficial owner (as defined in Rule13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)),
directly or indirectly, of 25% or more of the Company’s
then outstanding shares of Class B Common Stock (and such Person
did not have such 25% or more beneficial ownership on January
1, 1989) and the number of shares of Class B Common Stock so
owned is equal to or greater than the number of shares of Class
B Common Stock then owned by any other Person; or |
| --- | --- |
| (b) | any Person becomes the
beneficial owner, directly or indirectly, of 33 1 / 3 % or
more of the Voting Power of the Company then outstanding (and
such person did not have such 33 1 / 3 % or
more beneficial ownership on January 1, 1989) and the Voting
Power so owned is equal to or greater than the Voting Power
then owned by any other Person; or |
| (c) | individuals who constituted
the Board on January 1, 1991 (the “Incumbent Board”)
cease for any reason to constitute at least 64% of the full
Board, provided that any person becoming a director subsequent
to such date whose election or nomination for election by the
Company’s shareholders was approved by either a vote of
at least 64% of the directors comprising the Incumbent Board
(either by a specific vote or by approval of the proxy statement
of the Company in which such Person is named as a nominee for
director, without objection to such nomination) or any Person
who was the beneficial owner, directly or indirectly, of 25%
or more of the Company’s then outstanding shares of Class
B Common Stock on January 1, 1989, shall, for purposes of this
clause (c), be considered as though such Person were a member
of the Incumbent Board; or |
| (d) | upon the consummation
of any transaction or series of transactions under which the
Company is merged or consolidated with any other company, other
than a merger or consolidation which would result in the shareholders
of the Company immediately prior thereto continuing to own
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the Company,
the acquiring entity or such surviving entity outstanding immediately
after such merger or consolidation in substantially the same
proportion such shareholders held the voting securities of
the Company immediately prior to the merger or consolidation;
or |
| (e) | the complete liquidation
of the Company other than a liquidation of the Company into
a wholly-owned subsidiary or the sale or disposition by the
Company of all or substantially all of the Company’s assets
other than to a wholly-owned subsidiary or subsidiaries. |

VI. Report of the Audit Committee The following is the report of the Audit Committee of John Wiley & Sons, Inc. with respect to the Company’s audited financial statements for the fiscal year ended April 30, 2007. 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 (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.

30

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, 2007. 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 Independence Standards Board No. 1 (Independence Discussions With Audit Committees), 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, 2007, as filed with the Securities and Exchange Commission. Audit Committee William B. Plummer, Chairman, Matthew S. Kissner, Raymond W. McDaniel, Jr. Fees of Independent Auditor 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 $2,487,300 and $1,682,900 in fiscal years 2007 and 2006, 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 $289,500 and $152,400 in fiscal years 2007 and 2006, respectively. 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 $387,200 and $266,100 in fiscal years 2007 and 2006, respectively. Such services include tax planning, tax return reviews, advice related to acquisitions, tax compliance and compliance services for expatriate employees. The Audit Committee has advised the Company that in its opinion the non-audit services rendered by KPMG LLP are compatible with maintaining their independence.

31

	All Other Fees No other fees were incurred during fiscal years 2007 and 2006.
VII. Ratification of the Appointment of Independent Public Accountants	The Audit Committee is responsible for the appointment, compensation and oversight of the independent auditor. On June 19, 2007, the Audit Committee appointed KPMG LLP (“KPMG”) as the
Company’s independent auditors for fiscal year 2008. Although the Company is not required to do so, we are submitting the selection of KPMG for ratification by the shareholders because we believe it is a matter of good corporate
practice. The Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change is in the best interests of the Company and its shareholders.
Representatives of KPMG are expected to be present at the Annual Meeting with the opportunity to make a statement, if they desire to do so, and such representatives are expected to be available to respond to appropriate questions. The Audit Committee considered whether the provision of the services other than audit services referred to above is compatible with the maintenance of the principal accountant’s
independence. Unless contrary instructions are noted thereon, the proxies will be voted in favor of the following resolution, which will be submitted at the Annual Meeting: “R ESOLVED , that the appointment by the Audit Committee of KPMG LLP as independent public accountants for the Company for
the fiscal year ending April 30, 2008 be, and it hereby is, ratified.” In the event that the foregoing proposal is defeated, the adverse vote will be considered by the Audit Committee in its selection of auditors for the following year. However, because of the
difficulty and expense of making any substitution of auditors so long after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ending April 30, 2008 will be permitted to stand unless the Audit
Committee finds other good reason for making a change. If the proposal is adopted, the Audit Committee, in its discretion, may still direct the appointment of new independent auditors at any time during the fiscal year if it believes that such a
change would be in the best interests of the Company and its shareholders. The Board of Directors recommends that you vote “FOR” the ratification of the appointment of independent public accountants.
VIII. 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. 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. 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. 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.

32

| | 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. 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. |
| --- | --- |
| IX. Electronic Delivery of Materials | The 2007 Notice of Annual Meeting, Proxy Statement and Annual Report are available on our website at www.wiley.com .
Instead of receiving future copies of our Proxy Statement and Annual Report materials by mail, shareholders can elect to receive an e-mail that will provide electronic links to them. Selecting this option will save us the cost of producing and
mailing documents to your home or business and will also give you an electronic link to the proxy voting site. Shareholders of record and beneficial owners may enroll in the electronic proxy delivery service at any time in the future by going to our
enrollment site at www.icsdelivery.com/jwa and following the enrollment instructions. |
| X. Deadline for Submission of Shareholders Proposals | If a shareholder intends to present a proposal for action at the 2008 Annual Meeting and wishes to have such proposal considered for inclusion in our proxy materials in reliance on Rule 14a-8
under the Securities Exchange Act of 1934, the proposal must be submitted in writing and received by the Secretary of the Company by April 10, 2008. Such proposal must also meet the other requirements of the rules of the Securities and Exchange
Commission relating to shareholder proposals. If a shareholder submits a proposal outside of Rule 14a-8 for the 2008 Annual Meeting and the proposal fails to comply with the advance notice procedure prescribed by our By-Laws, then the
Company’s proxy may confer discretionary authority on the persons being appointed as proxies on behalf of the Company’s Board to vote on the proposal. 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 26, 2008, and must contain specified information and conform to certain requirements, as set forth in
greater detail in the By-Laws. If the Company’s presiding officer at any shareholders’ meeting determines that a shareholder proposal or director nomination was not made in accordance with the By-Laws, the Company may disregard such
proposal or nomination. Proposals and nominations should be addressed to Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Mail Stop 7-02, Hoboken, New Jersey 07030-5774. |
| XI. Other Matters | The Company has not received notice from any shareholder of its intention to bring a matter before the 2007 Annual Meeting. At the date of this Proxy Statement, the Board of Directors does not
know of any other matter to come before the meeting other than the matters set forth in the Notice of Meeting. However, if any other matter, not now known, properly comes before the meeting, the persons named on the enclosed proxy will vote said
proxy in accordance with their best judgment on such matter. Shares represented by any proxy will be voted with respect to the proposals outlined above in accordance with the choices specified therein or in favor of any proposal as to which no
choice is specified. The Annual Report to Shareholders was mailed together with this Proxy Statement to shareholders beginning on August 7, 2007. |

33

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 2007, including the financial statements and the schedules thereto. All such requests should be directed to Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Mail Stop 7-02, Hoboken, New Jersey 07030-5774. 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.

J OSEPHINE B ACCHI
- M OURTZIOU
Vice
President and
Corporate
Secretary
Hoboken, New
Jersey
August 7, 2007

34

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 20, 2007

YOUR VOTE IS IMPORTANT!

PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

CLASS A

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 Josephine Bacchi-Mourtziou 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 20, 2007, 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 Proposal 2.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

(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, 2007, or the cutoff date for 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 SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by John Wiley & Sons, Inc. 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 shareholder communications 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 September 19, 2007, or the cutoff date for 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 John Wiley & Sons, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

| TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS: |
| --- |
| DETACH AND RETURN THIS PORTION ONLY |
| THIS VOTING INSTRUCTION CARD IS VALID
ONLY WHEN SIGNED AND DATED. |

JOHN WILEY & SONS, INC.

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 20, 2007

YOUR VOTE IS IMPORTANT!

PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

CLASS B

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 Josephine Bacchi-Mourtziou 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 20, 2007, 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 Proposal 2.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

(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, 2007. 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 SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by John Wiley & Sons, Inc. 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 shareholder communications 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, 2007. 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 John Wiley & Sons, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

| TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: |
| --- |
| DETACH AND RETURN THIS
PORTION ONLY |
| THIS
VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED. |

JOHN WILEY & SONS, INC.