JOHN WILEY & SONS, INC. - Proxy Solicitation & Information Statement 2010

DEF 14A 1 c61759_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

John Wiley & Sons, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

| Payment
of filing fee (Check the appropriate box): — x | No
fee required. | | |
| --- | --- | --- | --- |
| £ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. | | |
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of each class of securities to which transactions applies: |
| | (2 | ) | Aggregate
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fee is calculated and state how it was determined): |
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| £ | Fee paid previously with preliminary
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| £ | Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or
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●
111 River
Street
Hoboken, NJ
07030-5774
(201)
748-6000
Peter Booth Wiley
Chairman of the Board

August 6, 2010

To Our Shareholders:

We cordially invite you to attend the 2010 Annual Meeting of Shareholders to be held on Thursday, September 16, 2010 at 9:30 A.M., at the Companys 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 Companys affairs, and encourages those entitled to vote at this Annual Meeting to take the time to do so. We hope you will attend the meeting, but whether or not you expect to be personally present, please vote your shares, either by signing, dating and promptly returning the proxy card (or, if you own two classes of shares, both proxy cards) in the accompanying postage-paid envelope, by telephone using the toll-free telephone number printed on the proxy card, or by voting on the Internet using the instructions printed on the proxy card. This will assure that your shares are represented at the meeting. Even though you execute this proxy, vote by telephone or via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Secretary of the Company, by executing and delivering a later-dated proxy (either in writing, telephonically or via the Internet) or by voting in person at the Annual Meeting. If you attend the meeting you will be able to vote in person if you wish to do so, even if you have previously returned your proxy card, voted by telephone or via the Internet.

Your vote is important to us, and we appreciate your prompt attention to this matter.

Sincerely,
●
Chairman of the Board

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

Notice of Annual Meeting of Shareholders to be held September 16, 2010

To Our Shareholders:

The Annual Meeting of Shareholders of John Wiley & Sons, Inc. (the Company) will be held at the Companys headquarters, 111 River Street, Hoboken, New Jersey, on Thursday, September 16, 2010 at 9:30 A.M., for the following purposes:

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.
To ratify the appointment by the Board of Directors of the Companys independent public accountants for the fiscal year ending April 30, 2011.
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 21, 2010 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. |


Michael L. Preston
Corporate Secretary
August 6, 2010
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 16, 2010 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 Companys Annual Report to Shareholders for the fiscal year ended April 30, 2010 (fiscal 2010), are first being sent or given to shareholders on August 6, 2010.

The executive offices of the Company are at 111 River Street, Hoboken, New Jersey 07030-5774.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on September 16, 2010

This year we are again using the Notice and Access system recently adopted by the Securities and Exchange Commission relating to the delivery of proxy materials over the Internet. As a result, we mailed you a notice about the Internet availability of the proxy materials instead of paper copies. Shareholders will have the ability to access the proxy materials over the Internet and to request a paper copy of the materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the Notice. We believe that the Notice and Access rules will allow us to use Internet technology that many shareholders prefer, assure more prompt delivery of the proxy materials, lower our cost of printing and delivering the proxy materials, and minimize the environmental impact of printing paper copies.

The Proxy Statement and our Annual Report to Shareholders are available at www.proxyvote.com.

Table of Contents

| ● | Voting
Securities, Record Date, Principal Holders, page 2 |
| --- | --- |
| ● | Board
of Directors and Corporate Governance, page 3 |
| ● | Committees
of the Board of Directors and Certain Other Information Concerning the Board,
page 4 |
| ● | Compensation
Committee Interlocks, page 5 |
| ● | Board
and Committee Oversight of Risk, page 5 |
| ● | Corporate
Governance Principles, page 7 |
| ● | Director
Compensation, page 10 |
| ● | Related
Party Transactions, page 12 |
| ● | Election
of Directors, page 13 |
| ● | Section
16(a) Beneficial Ownership Reporting Compliance, page 17 |
| ● | Compensation
Committee Report, page 17 |
| ● | Performance
Graph, page 17 |
| ● | Compensation
Discussion and Analysis, page 18 |
| ● | Report
of the Audit Committee, page 35 |
| ● | Ratification
of the Appointment of Independent Public Accountants, page 37 |
| ● | Manner
and Expenses of Solicitation, page 37 |
| ● | Electronic
Delivery of Materials, page 38 |
| ● | Deadline
for Submission of Shareholder Proposals, page 38 |
| ● | Other Matters, page 38 |

Only shareholders of record at the close of business on July 21, 2010 are entitled to vote at the Annual Meeting of Shareholders on the matters that may come before the Annual Meeting.

| V oting Securities Record Date Principal Holders |
| --- |
| At
the close of business on July 21, 2010, there were 50,450,462 shares of Class
A Common Stock, par value $1.00 per share (the Class A Stock), and
9,582,095 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 nominees achievement of a plurality.
Shares present at the meeting that are not voted for a 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 nominees 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 proposal 2 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 21,
2010, 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. |

Name and Address — E.P. Hamilton Trusts, LLC (1)	Class of Stock — A	Common Stock Owned Beneficially — 462,338	1.0 %	0.3 %
965 Mission Street	B	8,125,536	85.0 %	56.0 %
San Francisco, CA
Deborah E. Wiley (2)(3)(4)	A	1,253,976	2.5 %	0.9 %
111 River Street	B	38,820	0.4 %	0.3 %
Hoboken, NJ
Peter Booth Wiley (2)(3)(5)	A	1,227,578	2.4 %	0.8 %
111 River Street	B	12,240	0.1 %	0.1 %
Hoboken, NJ
Bradford Wiley II (2)(3)	A	1,050,325	2.1 %	0.7 %
111 River Street	B	42,240	0.4 %	0.3 %
Hoboken, NJ
Pioneer Investment
Management, Inc. (6)	A	3,985,436	7.7 %	2.7 %
60 State Street
Boston, MA
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. |
| (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 acquired under an
option granted under the 1990 Director Stock Plan, as Amended and Restated as
of June 22, 2001, at the exercise price of $19.54 per share. |
| (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. |

| B oard of
Directors and |
| --- |
| Corporate Governance |
| Wileys
Board of Directors is elected annually by the shareholders to provide
oversight so that the long-term interests of the shareholders are served.
Wileys business is conducted by its employees under the direction of the CEO
and with the oversight of the Board. |
| Director
Independence |
| 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 sets forth in
its Corporate Governance Principles which are published on our web site at
www.wiley.com. |
| Board
Leadership Structure |
| The
Board of Directors is currently led by Peter Booth Wiley, our non-executive
Chairman. William J. Pesce, our President and Chief Executive Officer serves
as a member of the Board of Directors. |
| Meetings
of the Board of Directors are called to order and led by the Chairman. Non-management
directors generally meet in executive session without management after each
Board meeting. All members of the Board are elected annually. |
| The
Board of Directors believes separating the roles of Chairman and Chief
Executive Officer allows our Chief Executive Officer to focus on developing
and implementing the Companys strategic business plans and managing the
Companys day-to-day business operations and allows our Chairman to lead the
Board of Directors in its oversight and advisory roles. Because of the many
responsibilities of the Board of Directors and the significant amount of time
and effort required by each of the Chairman and Chief Executive Officer to
perform their respective duties, the Company believes that having separate
persons in these roles enhances the ability of each to discharge those duties
effectively and, as a corollary, enhances the Companys prospects for
success. The Board of Directors also believes that having separate positions
provides a clear delineation of responsibilities for each position and
fosters greater accountability. |
| For
the foregoing reasons, the Board of Directors has determined that its
leadership structure is appropriate and in the best interests of the
Companys shareholders. |

| | Other
Governance Practices |
| --- | --- |
| | Non-Management
Executive Sessions: The
Board has regularly scheduled non-management executive sessions of
non-management directors only following each Board meeting. |
| | Orientation
and Continuing Education: Wileys new directors are required to attend orientation sessions.
Wiley also conducts ongoing training or continuing director education for its
Board members and is supportive of, and reimburses its directors for
attending director education programs. |
| | Annual
Meeting: The
Company does not have a policy that requires the attendance of all directors
at the Annual Meetings, but it has been a long-standing practice for
directors to attend. In September 2009, nine of our directors attended the
2009 Annual Meeting. |
| | Annual
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. |
| C ommittees of
the | Committee Structure |
| Board of Directors and | |
| Certain Other Information Concerning the Board | The
Board has established four standing committees: the Audit Committee, the
Executive Compensation & Development Committee, the Governance Committee,
and the Executive Committee. Each Committee conducts an annual
self-evaluation of performance and reviews compliance with the current
charter of the committee. Copies of the committee charters can be found on
our website at www.wiley.com . |
| | The
following table indicates current membership and total meetings of the Board
and its standing committees: |

Name — Warren J. Baker	Board — X	Audit	X	*	Executive
Richard M. Hochhauser	X	X
Kim Jones	X		X
Matthew S. Kissner	X	X	*		X	*
Raymond W. McDaniel, Jr.	X					X
Eduardo Menascé	X		X		X
William J. Pesce	X				X
William B. Plummer	X					X	*
Kalpana Raina	X	X
Bradford Wiley II	X					X
Peter Booth Wiley	X
FY2010 Meetings		8	5	(a)	0	7

*	Chairman
(a)	The
Executive Compensation and Development Committee acted once 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 Companys financial statements filed with
the Securities and Exchange Commission, accounting policies, and the adequacy
of disclosures, internal controls and reporting practices of the Company and
its subsidiaries; reviews Company policies with respect to risk management
and risk assessment; evaluates, retains, compensates and, if appropriate,
terminates the services of the independent public accounting firm which is to
be engaged to audit the Companys 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 Companys employees

| | retirement and other benefit plans and makes recommendations to the
Board with respect to such matters; and reviews and approves related party
transactions. The Committee holds discussions with management prior to the
release of quarterly earnings, and also reviews quarterly results prior to
filings. |
| --- | --- |
| | 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. |
| | Executive
Compensation and Development Committee. The
Executive Compensation and Development Committee evaluates the performance of
the CEO and reports its decisions to the Board; reviews and approves the
principles and policies for compensation and benefit programs company-wide,
and monitors the implementation and administration of such programs; oversees
compliance with governmental regulations and accounting standards with
respect to employee compensation and benefit programs; monitors executive
development practices in order to insure succession alternatives for the
organization; and grants options and makes awards under the 2009 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 Boards
performance; evaluates director compensation and benefits; and makes
recommendations to the Board regarding corporate governance policies. |
| | 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 38 of this proxy statement. The recommendation should
include the candidates name, biographical data, and a description of his or
her qualifications. |
| C ompensation Committee Interlocks | No member
of the Executive Compensation & Development Committee has served as one
of our officers or employees at any time. None of our executive officers
serves as a member of the compensation committee of any other company that
has an executive officer serving as a member of our Board of Directors. None
of our executive officers serves as a member of the board of directors of any
other company that has an executive officer serving as a member of our
Boards Executive Compensation and Development Committee. |
| B oard and Committee Oversigh of Risk | As a
publishing company, Wiley does not face the same level of risk associated with
other companies, for example companies in the financial services and
technology industries. However, appropriate risk-taking is a necessary part
of managing any business. Management of risk is the direct responsibility of
Wileys President & CEO and the senior leadership team. The Board has
oversight responsibility, focusing on the adequacy of the Companys risk
management and risk mitigation processes. |
| | The
Companys Board of Directors administers its risk oversight function directly
and through its Audit Committee and Executive Compensation & Development
Committee. The Board receives regular reports from these committees, which
include reports on those areas over which they have risk oversight
responsibility, as appropriate. |
| | Audit
Committee: The Audit Committee has oversight
responsibility for Enterprise Risk Management (ERM), and specifically,
oversight of major financial risk exposures, including litigation and
compliance risk and the steps management has taken to monitor and mitigate
such exposures. The Committee also receives regular updates from management
including the General Counsel on litigation risk. |
| | Executive
Compensation & Development Committee: The
Executive Compensation & Development Committee has oversight
responsibility for the management of risk relating to the Companys annual
and long-term executive compensation program. The Committee ensures that |

| the Companys executive annual and long-term incentive plans do not
incentivize or encourage excessive or unnecessary risk-taking/wrong behavior. | |
| --- | --- |
| How Do We Address Risk in Our Compensation
Program? | |
| Wileys
compensation program is designed to attract, retain, motivate and reward
talented executives and colleagues whose efforts will enable the Company to
produce superior results and maximize return to stockholders. Our
pay-for-performance philosophy focuses colleagues efforts on delivering
short-term and long-term financial success for our stockholders without
encouraging excessive risk taking. The Executive Compensation &
Development Committee, which consists entirely of independent Board members,
oversees the executive compensation program for the named executive officers,
as well as other senior officers of the Company. | |
| The
following is a description of both Committee and management processes related
to the compensation risk assessment process, as well as a description of the
Companys compensation risk mitigation techniques. | |
| The
Executive Compensation & Development Committee reviews and approves the
annual and long-term plan performance measures and goals annually. This
includes setting appropriate threshold and outstanding performance levels for
each performance metric. As a part of this process, the Committee focuses on
what executive behavior it is attempting to incentivize and the potential
associated risks. The Committee periodically receives financial information
from the Chief Financial Officer, and information on accounting matters that
may have an impact on the performance goals, including any material changes
in accounting methodology and information about extraordinary/special items
excluded in the evaluation of performance, as permitted by the 2009 Executive
Annual Incentive Plan and the 2009 Key Employee Stock Plan (i.e. the
shareholder plans), so that the Committee members may understand how the
exercise of management judgment in accounting and financial decisions affects
plan payouts. Members of the Executive Compensation & Development
Committee approve the final incentive compensation awards after reviewing
executive, corporate and business performance, and may utilize negative
discretion if they feel the level of compensation is not commensurate with performance. | |
| The
following compensation policies and practices serve to reduce the likelihood
of excessive risk taking: | |
| | An appropriate compensation mix that is designed to balance the
emphasis on short-term and long-term performance. |
| | The majority of incentive compensation for top level executives is
associated with the long term performance of the Company. This discourages
short-term risk taking. |
| | The mix of stock options and restricted performance shares used in
our executive long-term plans ensure a correlation between executive and
shareholder rewards. |
| | Conservative vesting provisions (5 year) for all performance shares
and stock options granted under our long-term incentive plans. |
| | Financial performance measures used for incentive plans covering
colleagues at all levels of the Company include a mix of financial metrics
that are in line with operating and strategic plans. |
| | A significant portion of annual and long-term incentive payments are
based on Company and business profitability, ensuring a correlation between
pay and performance. |
| | Financial targets are appropriately set, and if not achieved, result
in a large percentage loss of compensation. |
| | Executive and broad-based incentive plans cap the maximum award
payable to any individual. |
| | Recoupment or clawback provisions for top executives and key
finance executives in the event that an executives conduct leads to a
restatement of the Companys financial results. |

| | | Stock
ownership guidelines for our named executive officers and other senior
officers discourage excessive risk taking. — A
prohibition on insider trading which states that no employee, officer or
director may trade in securities while in possession of material inside
information or disclose material inside information to third parties
(tipping). | |
| --- | --- | --- | --- |
| | We
are confident that our compensation program rewards for performance, is
aligned with the interests of our stockholders, and guards against
unnecessary risk taking. A more detailed discussion of Wileys executive
compensation program can be found in the Compensation Discussion and Analysis
beginning on page 18. | | |
| C orporate Governance Principles | To
promote the best corporate governance practices, John Wiley & Sons, Inc.
adheres to the Corporate Governance Principles (Principles) set forth
below, many of which have been in effect for more than a decade. 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 Exchanges 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 members 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. | | |
| | I. Primary Duties | | |
| | The
Board, which is elected annually by the shareholders, exercises oversight and
has final authority and responsibility with respect to the Companys 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
managements performance. | | |
| | The
Board plans for the succession of the CEO. The Executive Compensation and
Development Committee annually evaluates the CEOs performance, approves the
CEOs 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 Companys business and strategic plans and actual operating performance; |
| | | b) | reviews
and approves the Companys financial objectives, investment plans and
programs; and |
| | | c) | provides
oversight of internal and external audit processes and financial reporting. |
| | II. 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: | | |

| | 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 which, in any single fiscal year, exceeds 2% of such other
organizations 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 Companys external auditor;
and the Director or an immediate family member was not within the past three
years a partner or employee of the Companys external audit firm and
personally worked on the Companys audit within that time. |
| e) | The
Director is not, and has not been in the past three years, part of an
interlocking directorship involving compensation committees; and |
| f) | 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
Companys 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. | |
| III. Composition of the Board | |
| Under
the Companys By-Laws, the Board has the authority to determine the
appropriate number of directors to be elected so as to enable it to function
effectively and efficiently. The Governance Committee makes recommendations
to the Board concerning the appropriate size of the Board, as well as
selection criteria for candidates. Each candidate is selected based on
background, experience, expertise, and other relevant criteria, including
other public and private company boards on which the candidate serves. In
addition to the individual candidates background, experience and expertise,
the manner in which each board members qualities complement those of others
and contributes to the functioning of the Board as a whole are also taken
into account. The Governance Committee nominates a candidate, and the Board
votes on his or her candidacy. The shareholders vote annually for the entire
slate of Directors. | |
| Any
nominee Director who receives a greater number of withheld votes from his
or her election than for votes shall tender his or her resignation for
consideration by the Governance Committee. The Governance Committee shall
recommend to the Board the action to be taken with respect to such
resignation. | |
| IV. Director Eligibility | |
| Directors
shall limit the number of other board memberships in order to insure adequate
attention to Wiley business. Prior to joining the board of another
organization, including a public or private company, as well as a not-for
profit organization, directors are required to advise the Chairman of the
Board, the Chair of the Governance Committee and the President and Chief
Executive Officer so that a review can be performed to ensure that there are
no conflicts of interest or other issues. While the Board of Directors does
not believe it appropriate to establish an arbitrary limit on the number of
outside boards upon which a Director may serve, the Board (based on the
review and recommendation of the Governance Committee), has the
responsibility to evaluate each situation and approve membership. | |

| Whenever
there is a substantial change in the Directors 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 Companys best interests. |
| V. 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 Companys
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., Mail Stop 9-12, 111 River Street, Hoboken, NJ 07030-5774 |
| VI. Board Orientation and Evaluation |
| The
Board annually conducts a self-evaluation to determine whether the Board as a
whole and its individual members, including the Chairman, are performing
effectively. |
| The
Board sponsors an orientation process for new Directors, which includes
background materials on governance, law, board principles, financial and
business history and meetings with members of management. The Board also
encourages all of its Directors to take advantage of educational programs to
improve their effectiveness. |
| VII. Director Compensation |
| The
Governance Committee periodically reviews and recommends to the Board its
members annual retainer, which is composed of cash and stock grants for all
non-employee Directors. In determining the appropriate amount and form of
director compensation, the Board regularly evaluates current trends and
compensation surveys, as well as the amount of time devoted to Board and
committee meetings. As a long-standing Board principle, non-employee
Directors receive no compensation from the Company other than for their
service as Board members and reimbursement for expenses incurred in
connection with attendance at meetings. |
| Share
ownership by each Director is encouraged. To this end, each Director is
expected to own, at a date no later than three years after election to the
Board, shares of common stock valued at not less than three times that
Directors annual cash compensation to which the Director is entitled for
Board service. |
| VIII. Board Practices and Procedures |
| The
Chairman of the Board and the CEO jointly set the agenda for each Board
meeting. Agenda items that fall within the scope and responsibilities of
Board committees are reviewed with the chairs of the committees. Any Board
member may request that an item be added to the agenda. |
| Board
materials are provided to Board members sufficiently in advance of meetings
to allow Directors to prepare for discussion at the meeting. |
| Various
managers regularly attend portions of Board and committee meetings in order
to participate in and contribute to relevant discussions. |

	IX. Board Committees
	The
Board has established four standing committees: Executive, Audit, Executive
Compensation and Development, and Governance. The Audit Committee and the
Executive Compensation & Development Committee are composed of
independent Directors only. The Audit Committee has the sole responsibility
for retention and dismissal of the Companys independent auditors, and the
Executive Compensation & Development Committee has the sole authority to
retain, terminate and determine the fees of its outside consultants. The Governance
Committee is composed of independent directors and a member of the Wiley
family, as permitted under the New York Stock Exchanges rules applicable to
controlled companies. The Board believes that the familys participation in
the Committee will result in a collaborative process to promote the highest
standards in the recruitment of new directors and 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. 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.
	X. Periodic Review
	The
Governance Committee and the Board review these Principles annually.
D irectors Compensation	Our
non-employee directors received an annual retainer of $55,000 and committee
chairmen, except the chairman of the Executive Committee, received an
additional annual retainer of $10,000. 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 2009, a total of 14,130 Class A
shares were awarded to directors.
	The
Company has established a Deferred Compensation Plan for Directors (the
Deferred Plan) Amended and Restated as of January 1, 2009. 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. Six 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
Companys Matching Gift Program. The Company will match the first $1,000
given by the donor as follows: three-toone on the first $500, and one-to-one
on the second $500, up to a maximum contribution of $2,000 per institution,
per donor, per calendar year.

The table below indicates the total cash compensation received by each non-employee director during fiscal 2010.

Name	Fees Earned or Paid in Cash	Stock Awards	All Other Compensation	Total
Warren J.
Baker* (1)(2)(3)	$ 65,000	$ 55,000	$ 14,757	$ 134,757
Richard M.
Hochhauser (2)	$ 55,000	$ 55,000	$ 3,718	$ 113,718
Kim Jones (2)(3)	$ 55,000	$ 55,000	$ 5,394	$ 115,394
Matthew S.
Kissner* (2)(3)	$ 65,000	$ 55,000	$ 7,404	$ 127,404
Raymond W.
McDaniel, Jr. (1)(2)(3)	$ 55,000	$ 55,000	$ 5,738	$ 115,738
Eduardo
Menasce (2)	$ 55,000	$ 55,000	$ 1,720	$ 111,720
William B.
Plummer* (1)(2)(3)	$ 65,000	$ 55,000	$ 8,589	$ 128,589
Bradford
Wiley II (2)	$ 55,000	$ 55,000	$ 4,000	$ 114,000
Kalpana
Raina	$ 55,000	$ 55,000	$ 661.90
Peter Booth
Wiley (3)(4)	$ 0.00		$ 459,250	$ 459,250

| * | Committee
Chair |
| --- | --- |
| (1) | Effective January 1, 2009, Messrs. Baker, McDaniel and Plummer have
deferred receipt of their annual cash retainer fees in the form of stock. |
| (2) | On September 17, 2009, each of our non-employee Directors received an
annual stock award of 1,570 Class A Shares based on the closing price of
$35.04. All of our non-employee directors, except for Mr. B. Wiley II,
deferred receipt of shares pursuant to the Deferred Compensation Plan, as
described above. |
| (3) | The amounts in All Other Compensation include the cash value of
dividends accrued under the Deferred Compensation Plan and, in the case of
Dr. Baker, $1,920.95 in interest credited to his Deferred Cash Compensation
Plan in FY2010. Also included are contributions made under the Companys
Matching Gift Program, as described above, as follows: Dr. Baker -$1,500; Mr.
B. Wiley - $4,000; Mr. P. Wiley - $74,250. |
| (4) | Peter Booth Wiley, Chairman of the Board, does not receive a retainer
for his service on the board but receives an annual salary of $385,000 as an
employee of the Company |

Name	Number of Shares Underlying Outstanding Deferred Stock Equivalents	Number of Securities Underlying Outstanding Stock Options
Warren J.
Baker	21,338	4,955
Richard M.
Hochhauser	3,489.13
Kim Jones	10,112.06
Matthew S.
Kissner	13,732.60
Raymond W.
McDaniel, Jr.	11,405.64
Eduardo
Menascé	3,489.11
William B.
Plummer	16,663.17
Kalpana
Raina	1,586.65
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 $30,000,000 with Federal Insurance
Company, and Allied World National Assurance Company at a premium of
$354,000. The current policy expires on November 14, 2010. |
| --- | --- |
| 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 2010 exceeded
the threshold for disclosure under our Corporate Governance Guidelines, which
is 2% of the gross revenues of either Wiley or the other organization. |

| T ransactions with Related Persons |
| --- |
| 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, 2009, or that any such material transactions are proposed
to be entered into during fiscal 2011. |
| The
Companys 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 arms
length transaction with an unrelated third party. |
| Process for Identifying and Evaluating
Nominees for Director |
| The Board
annually recommends the slate of director nominees for election by the
shareholders at the Annual Meeting and is responsible for filling vacancies
on the Board at any time during the year. The Governance Committee has a
process to identify and review qualified individuals to stand for election,
regardless of whether the current directors, a search firm or shareholders
recommend the potential nominee. The Governance Committee has the authority
to independently engage the services of a third-party search firm or other
consultant to assist in identifying and screening potential director
nominees, and has engaged a third-party search firm to do so. The full Board
reviews and has final approval on all potential director nominees being
recommended to the shareholders for election to the Board. |
| The Board
and the Governance Committee consider, at a minimum, the following factors in
recommending potential new Board members or the continued service of existing
members: (1) The Board seeks qualified individuals who, taken together,
represent the required diversity of skills, backgrounds and experience for
the Board taken as a whole; (2) A director should have the required expertise
and experience, should have a proven record of professional success and
leadership and should be able to offer advice and guidance to the CEO; (3) A
director should possess the highest personal and professional ethics,
integrity and values; must be inquisitive and objective and have the ability
to exercise practical and sound business judgment; (4) A director should have
the ability to work effectively with others; (5) Assuming that a potential
director nominee possesses the required skills, background and experience,
the Board also considers ethnic and gender diversity (it should be noted that
of the ten director nominees standing for election, one is female and one is
a person of color); (6) A majority of directors should be independent; and
(7) A director retires from the Board at the annual meeting following his or
her 70th birthday, unless an exception is approved by the Board. |
| Director Qualifications |
| Wileys
Board has identified the following skill sets that are most important to the
successful implementation of Wileys long-range strategic plan: industry
experience; strategic planning/business development/managerial experience;
financial literacy or expertise; marketing experience; general
operations/manufacturing experience; international experience; information
technology experience; government relations/regulatory agency experience; and
management development and compensation experience. Information about each
director nominees specific experience, qualifications and skills can be
found in the biographical information below. |
| There are
ten nominees for election this year. Detailed information on each nominee is
provided on pages 13 to 15. All directors are elected annually, and serve a
one-year term until the next Annual Meeting. |

| E lection
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. The Holders of Class A Stock are entitled to elect 30% of the entire board. As
a consequence, three (3)
Directors will be elected by the
holders of Class A Stock. The holders of Class B
Stock are entitled to elected seven (7)
Directors. |
| --- | --- |
| | 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 2009. 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. |
| | The
Companys By-Laws provide for mandatory retirement of directors at age 70,
but allow the Board discretion to nominate for election a candidate who, by
reason of having attained age 70, would otherwise not be qualified to serve.
It was the Boards judgment that Warren J. Baker, who has provided the Board
with invaluable service, be proposed as a Class B director, notwithstanding
his having attained age 72. |
| | Peter
Booth Wiley, William J. Pesce and Michael L. Preston have agreed to represent
shareholders submitting proper proxies by mail, via the Internet, or by
telephone, and to vote for the election of the nominees listed herein, unless
otherwise directed by the authority granted or withheld on the proxy cards,
by telephone or via the Internet. Although the Board has no reason to believe
that any of the persons named below as nominees will be unable or decline to
serve, if any such person is unable or declines to serve, the persons named
above may vote for another person at their discretion. |
| | Directors to be Elected by Class A
Shareholders and Their Qualifications |
| ● | Raymond W. McDaniel, Jr., a director since 2005, has been Chairman and
Chief Executive Officer of Moodys Corporation since April 2005. He
previously served as Chief Operating Officer of Moodys Corporation from
January 2004; President of Moodys Corporation from October 2004; and
President of Moodys Investors Service since 2001. In prior assignments with
Moodys, he served as Senior Managing Director for Global Ratings &
Research; Managing Director for International; and Director of Moodys
Europe, based in London. He has been a member of Moodys Corporation Board of
Directors since 2003. Age 52. |
| | Mr. McDaniels qualifications for service on the Companys Board
include: (i) over five years experience as Chairman and Chief Executive
Officer of Moodys Corporation; (ii) extensive international experience; and
(iii) experience in implementing international business expansion and new
products. |
| ● | William B. Plummer, a director since 2003, has been Executive Vice
President and Chief Financial Officer of United Rentals, Inc. since December
2008. Previously he was Executive Vice President and Chief Financial Officer
of Dow Jones & Company, Inc. from September 2006 to December 2007. Prior
to that he was Vice President & Treasurer of Alcoa, Inc. since 2000.
Before joining Alcoa, he was with Mead Corporation as President, Gilbert
Paper Division during 2000; Vice President, Corporate Strategy and Planning
from 1998 to 2000; and Treasurer from 1997 to 1998. Prior to joining Mead, he
held a number of increasingly responsible positions with the General Electric
Company, most recently as Vice President, Equity Capital Group, General
Electric Capital Corporation from 1995 to 1997. Age 51. |
| | Mr. Plummers qualifications for service on the Companys Board
includes; (i) over ten years of service as the Chief Financial Officer or
Treasurer of publicly-traded companies, including operating experience as
President of an operating division of Mead Corporation; (ii) audit committee
experience; and (iii) experience in acquistions and divestitures. |

| ● | Kalpana Raina, a director since 2009, is Managing Partner of 252
Solutions, LLC, an advisory firm, since 2007. Previously, Ms. Raina was a
senior executive with The Bank of New York Mellon Corp. She joined the bank
in 1988 and held a variety of leadership positions, most recently Executive
Vice President and Head of European Country Management and Corporate Banking.
Prior to that, she served in Mumbai, India, as Executive Vice President,
International. During her eighteen-year career at Bank of New York she had
responsibility for clients in the media, telecommunications, healthcare,
retailing, hotels and leisure and financial services industries in Asia,
Europe, and the United States. Ms. Raina also is a director of RealNetworks
(NASDAQ: RNWK), where she serves on the Audit Committee and chairs the
Nominating and Corporate Governance Committee. She is a member of the
International Advisory Board of ODX, Women Corporate Directors, The National
Association of Corporate Directors, a director of Information Services Group,
Inc., and a past member of The US-India Business Council. Age 55. |
| --- | --- |
| | Ms.
Rainas qualifications for service on the Companys Board include; (i) 14
years experience as a media banker to industry; (ii) service on the boards of
various other media/technology companies and (iii) significant experience
managing divisions in Europe and Asia. |
| | Directors to be Elected by Class B
Shareholders and Their Qualifications |
| ● | Warren J. Baker, a director since 1993, is the President Emeritus,
California Polytechnic State University and Special Assistant to the
Chancellor, California State University. He is the retired President of
California Polytechnic State University where he served from 1979 to 2010.
Mr. Baker was also 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 2007; Chair of the NASULGC Commission on Information
Technologies from 2003 to 2006; Member of the NASULGC Commission on
University Science and Mathematics Teacher Education in 2007 to present; 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; Board Member of the Society of Manufacturing Engineers
Education Foundation from 2003 to 2005; a Member of the Board of Governors of
the US-Mexico Foundation for Science; a Director of Westport Innovations,
Inc.; and a Director of MESA California (Mathematics, Engineering and Science
Achievement). Age 72. |
| | Mr. Bakers qualifications for service on the Companys Board includes:
(i) service as the President of California Polytechnic State University since
1979; (ii) service as a member of the Board of Directors of the California
Council on Science and Technology; and (iii) experience as a member of
numerous organizations related to the advancement of Higher Education. |
| ● | Richard M. Hochhauser, a director since December 2006 retired in
2008. He had been President and Chief Executive Officer of Harte-Hanks, Inc.
since 2002 and served as a director from 1996 to 2008. 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 New York University teaching a management course in the
integrated marketing graduate school program; a member of the Board and
Chairman elect of the Direct Marketing Educational Foundation; Chairman of
Day One; Trustee of the Jewish Museum; and serves on the Boards of two other
non-profit organizations: City at Peace and Reach the World. Age 65. |
| | Mr. Hochhausers qualifications for service on the Companys Board
include; (i) former service as the President and Chief Executive Officer of
Harte-Hanks, Inc.; (ii) designation as an audit committee financial expert,
and (iii) experience as a Director of various for-profit and not-for-profit
organizations. |

| ● | Matthew S. Kissner, a director since 2003, is President and Chief
Executive Officer of The Kissner Group, which consults with private equity
firms focusing on investment opportunities in financial, business and health
care services. Prior to that he was Executive Vice President and Group
President, Global Enterprise Solutions, Pitney Bowes, Inc., from 2004 to
2005; and Executive Vice President and Group President of Information Based
Solutions and Document Messaging Technologies from 2001 to 2004. He sits on
the boards of private portfolio companies, and is a member of the Board
Executive Committee of the Regional Plan Association. Age 56. |
| --- | --- |
| | Mr. Kissners qualifications for service on the Companys Board
include: (i) former service as Executive Vice President and Group President,
Global Enterprise Solutions, Pitney Bowes Inc; (ii) significant operating
experience in financial services businesses; and (iii) significant experience
in assessing company operations and strategy for potential private equity
investment. |
| ● | Eduardo Menascé, a director since December 2006, is the retired
President of the Enterprise Solutions Group for Verizon Communications, Inc.
Prior to the merger of Bell Atlantic and GTE Corporation, which created
Verizon Communications, he served as Chairman and Chief Executive Officer of
CTI MOVIL, S.A. (Argentina), a business unit of GTE Corporation, from 1996 to
2000. He has also held senior positions at CANTV in Venezuela, and Wagner
Lockheed and Alcatel in Brazil. From 1981 to 1992, he served as Chairman of
the Board and Chief Executive Officer of GTE Lighting in France. He is a
director of Pitney Bowes, Inc.; KeyCorp; Hillenbrand Industries, Inc.;
Hill-Rom, Inc.; and the National Association of Corporate Directors New York
Chapter. Age 65. |
| | Mr. Menasces qualifications for service on the Companys Board
include: (i) former service as president of Enterprise Solutions Group of Verizon
Communications including oversight of sales, marketing and service delivery;
(ii) former service as Chief Financial Officer of CANTV and GTE Corporation;
and (iii) significant experience as a director on the boards of other
publicly traded companies. |
| ● | 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; and the Board of Directors of the Association of American
Publishers. Age 59. |
| | Mr. Pesces qualifications for service on the Companys Board
include: (i) 21 years of publishing experience at Wiley; (ii) 12 years of
service as President and Chief Executive Officer at Wiley and; (iii) significant
experience in gaining market share, improving improved profitability, and
increasing increased shareholder volume through a combination of organic
growth and acquisitions. |
| ● | 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 69. |
| | Mr. Wileys qualifications for service on the Companys Board
include: (i) former service as the Companys Chairman from 1993 to September
2002; (ii) former employment as an Editor in the Companys Higher Education
Business; and (iii) service on the Companys Audit Committee from 1988 to
1991. |
| ● | 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 67. |
| | Mr. Wileys qualifications for service on the Companys Board
include: (i) 26 years of service as a member of Wileys Board of Directors,
including the past 8 years, as Chairman of the Board; (ii) experience in
co-authoring, authoring and publishing two books; and (iii) service on the
board of University of California Press and the California State Polytechnic
University of San Luis Obispos Library Advisory Committee. |

B eneficial Ownership of Directors and Management The table below shows the number of shares of the Companys Class A and Class B Stock beneficially owned by the current directors, and the executive officers named in the Summary Compensation Table on page 22 and all directors and executive officers of the Company as a group as of July 21, 2010. 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.

| Warren J. Baker | Shares
of Class A and Class B Stock Beneficially Owned (1) — A | 8,201 | Additional Shares Beneficially Owned (2) — A | 4,955 | Totals — A | 13,156 | | | 21,426 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | B | | | | B | | | | |
| Ellis E. Cousens (4) | A | 137,712 | A | 205,000 | A | 342,712 | 0.7 % | | |
| | B | | | | B | | | | |
| Richard M. Hochhauser | A | | | | A | | | | 3,504 |
| | B | | | | B | | | | |
| Kim Jones | A | | | | A | | | | 10,112 |
| | B | | | | B | | | | |
| Stephen A. Kippur (4) | A | 197,302 | A | 82,500 | A | 279,802 | 0.6 % | | |
| | B | | | | B | | | | |
| Matthew S. Kissner | A | 1,824 | | | A | 1,824 | | | 13,790 |
| | B | | | | B | | | | |
| Bonnie E. Lieberman (4) | A | 131,565 | A | 202,000 | A | 333,565 | 0.7 % | | |
| | B | | | | B | | | | |
| Raymond W. McDaniel, Jr. | A | 500 | | | A | 500 | | | 11,453 |
| | B | | | | B | | | | |
| Eduardo Menascé | A | | | | A | | | | 3,504 |
| | B | | | | B | | | | |
| William J. Pesce (4) | A | 971,863 | A | 547,900 | A | 1,519,763 | 2.8 % | 1 % | |
| | B | | | | B | | | | |
| William B. Plummer | A | | | | A | | | | 16,731 |
| | B | | | | B | | | | |
| Stephen M. Smith | A | 60,344 | A | 79,826 | A | 140,170 | 0.2 % | | |
| Kalpana Raina | A | | | | | | | | 1,593 |
| | B | | | | | | | | |
| Bradford Wiley II (5)(6)(7) | A | 1,204,437 | | | A | 1,204,487 | 2.4 % | 0.8 % | |
| | B | 2,720,752 | | | B | 2,720,752 | 28.3 % | 19.0 % | |
| Peter Booth Wiley (5)(6)(7) | A | 1,381,690 | | | A | 1,381,690 | 2.7 % | 0.9 % | |
| | B | 2,720,752 | | | B | 2,720,752 | 28.3 % | 19.0 % | |
| All directors and
executive | A | 5,797,556 | A | 1,315,981 | A | 7,113,557 | 13.9 % | 4.3 % | |
| officers as a | | | | | | | | | |
| group (25 persons) | B | 8,222,052 | | | B | 8,222,052 | 85.8 % | 56.2 % | |

| (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 Companys stock option plans on or before
September 21, 2010. |
| --- | --- |
| (2) | Shares
issuable pursuant to options exercisable under the Companys stock option
plans on or before September 21, 2010. |
| (3) | This
amount represents the number of shares of Class A Common Stock credited to
the participating directors account pursuant to the Deferred Compensation
Plan for Directors Fees, described on page 10. The shares will be issued
upon the directors retirement. |
| (4) | Includes
Class A shares of restricted stock subject to forfeiture awarded under the
Companys long-term incentive plans as follows: Mr. Pesce177,671 shares; Mr.
Cousens76,319 shares; Mr. Kippur28,599 shares; Ms. Lieberman38,599 shares;
and Mr. Smith34,740 shares. |

| (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. |

| S ection 16(a) Beneficial Ownership
Reporting Compliance | Section
16(a) of the Securities Exchange Act of 1934 requires the Companys officers
and directors, and persons who own more than ten percent of a registered
class of the Companys 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 2010, our directors, officers and
greater than ten percent beneficial owners met all filing requirements. |
| C ompensation
Committee Report | The
Executive Compensation & Development Committee has reviewed and discussed
with Company management the Compensation Discussion and Analysis found on
pages 18 through 35 of this Proxy Statement. Based on this review and
discussion, the Executive Compensation and Development Committee has
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in the Companys Annual Report on Form 10-K and this
Proxy Statement. |
| | Warren
J. Baker, Chairman Eduardo Menascé |
| P erformance Graph | ● |

	2005	2006	2007	2008	2009	2010
John Wiley & Sons, Inc.
Class A	$ 100.00	$ 102.28	$ 105.73	$ 131.36	$ 98.16	$ 124.26
Russell 1000	100.00	114.61	129.60	121.29	76.50	105.09
Dow Jones Publishing Index	100.00	95.51	105.47	75.66	48.67	64.70
S&P 400	100.00	126.86	138.07	132.57	88.68	130.07
The
above graph provides an indicator of the cumulative total return to
shareholders of the Companys Class A Common Stock as compared with the
cumulative total return on the Russell 1000, the Dow Jones Publishing Index
and the S&P 400 Midcap, for the period from April 30, 2005 to April 30,
2010. The Company has elected to use the Russell 1000 Index as its broad
equity market index because it is currently included in that index.
Cumulative total return assumes $100 invested on April 30, 2005 and reinvestment
of dividends throughout the period.

C ompensation Discussion and Analysis
	Recruit
and retain the highest caliber of executive talent by offering a competitive
compensation program;
	Motivate
and reward executives for achieving strategic and financial objectives
through the use of annual cash incentives; and
	Align
executives and shareholders interests through awards of equity components
that are dependent upon the performance of the Company and encourage the
acquisition of a significant ownership stake in the Company.
Core
Principles and Practices. The following principles and practices shaped the design and
implementation of our compensation program for fiscal year 2010. 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
Companys 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 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 reviews an independently
researched compensation survey as a guidepost to determine whether the
Companys compensation levels and programs are competitive and meet the
Companys stated objectives. The most recent survey, completed in 2008 and
compiled by Towers Watson 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. The Company did not conduct this survey in 2009 for
use in establishing FY2010 compensation levels because it determined early in
CY2009 that it would be freezing targeted compensation for senior officers
and highly compensated employees in FY 2010 due to the difficult and
uncertain economic environment it faced entering FY 2010.
	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 Companys 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, and
their successor plans, the 2009 Key Employee Stock Plan, and the 2009
Executive Annual Incentive Plan, each approved by the shareholders in
September 2009, 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 Committees discretion.

| The Executive Compensation Program | Compensation Strategy and
Philosophy. Our executive compensation program consists of the following
elements: |
| --- | --- |
| | Base salaries; |
| | Annual cash incentives; |
| | 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 executives position and responsibility, individual
performance and future leadership potential, as determined by the CEO in
consultation with the Committee, or by the Committee in the case of the CEO,
as well as with regard to the external marketplace. | |
| How We Determine Target Pay Levels. 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 executives 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, longterm
financial goals are achieved and accompanied by future share price
appreciation. Competitive benchmark compensation survey market data for each
position is prepared by the Committees executive compensation consultant,
Towers Watson, using data from publishing companies in its annual media
industry survey (68 companies in FY2009) and its general industry survey (793
companies in FY 2009). 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 Watson uses regression analysis to
ensure its recommendations are appropriate for positions in companies of
comparable size to Wiley and/or its businesses. Towers Watson presents its
review to the Committee at its March meeting as a way of assisting the
Committee in ascertaining the competitiveness of the executive compensation
program within our core publishing and information business, as well as
general industry. | |
| Each
year, compensation decisions covering base salary, annual incentives and
stock-based awards are primarily driven by assessments of individual and
Company performance. Comparisons are also made to the compensation survey
data. Individual annual and long-term incentive payments from preceding years
are not a significant factor in determining recommendations for the total
compensation opportunity for an upcoming year. | |
| Compensation
for the CEO is established using the same process and philosophy previously
discussed for the other named executives and members of the Wiley Leadership
Team. The Committee establishes the CEOs base salary, target annual
incentive and stock-based awards using data from the Towers Watson 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 Wileys size in the publishing/media industries, as well as general
industry. In addition, the CEOs compensation relative to the next two highest
compensated executives is evaluated. | |
| As
stated on page 18 under Core Principles and Practices, the Committee chose
not to undertake a full compensation study for FY2010 because it decided to
freeze targeted compensation for the named executives, Senior Officers and
other highly compensated employees in FY2010 due to the uncertain economic
environment. | |

| 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 strategic and financial objectives which we believe
drive shareholder value. Approximately 84% of our CEOs fiscal year 2010
compensation was variable with the annual incentive payment subject to the
achievement of revenue, earnings per share, and cash flow, targets weighted
30% 40%, 30% respectively, and attainment of strategic objectives; three year
earnings per share and cumulative cash flow for the restricted performance
share award, and in the case of the stock option grant, future increases in
the Companys stock price. For the other named executive officers, the
percentages of fiscal year 2010 variable compensation opportunities ranged
from 76% to 84% of total compensation. (Mr. Kippur was not granted equity in
2010, and is therefore not included in this range.) We believe that this
incentive design provides strong motivation to focus on attaining results
that create shareholder value. |
| --- |
| How
We Administer the Compensation Program and Link Executive Compensation to
Performance |
| 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 executives 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 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
its recommendation with the Board of Directors in executive session. The CEO
evaluates the performance of the members of the Wiley Leadership Team/Named
Executive Officers and presents his ratings and base salary recommendations
to the Committee for its approval. |
| Base
salary increases, if any, 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 financial performance
goals established by the Committee and for individual performance and
contributions. In fiscal year 2010, target annual incentives ranged from 75%
of base salary for some executives to 135% of base salary for Mr. Pesce. For
fiscal year 2010, the corporate performance measures were revenue, earnings
per share and cash flow. Performance goals for individual businesses were
based on revenue and EBITA. 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 levels of
performance. Financial goals are based upon a strategic plan presented to and
approved by the Board of Directors annually. |
| 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 ratings and strategic
objectives recommendations which are then discussed with the members of the
Committee. For the CEO, the evaluation is done by the Committee and discussed
with the 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 2010, on a performance basis, the Companys revenue was at target
(100%), EPS was between target and outstanding and cash flow was at the
outstanding level. 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, a
payout of 148.6% of target for corporate financial objectives was achieved. |
| 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 Companys shareholders. |

| In
administering this program, the Committee considers data from the Towers
Watson executive compensation survey 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 a portion of the
long-term value contingent upon achieving financial objectives that drive
shareholder value is in our shareholders interests. For the FY 2010-2012
performance cycle, EPS and cumulative cash flow are the performance measures
used. For the fiscal 2008-2010 and 2009-2011 performance cycles, a single
measure, EPS, was used because these were the first full performance cycles
with Blackwell incorporated, and the company was uncomfortable establishing
cash flow targets with no prior cycle history. 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 incentive 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 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 executives retirement, death,
disability or upon a change of control. For the 2008-2010 performance cycle,
EPS was slightly below target on a performance basis (99.4%) resulting in
payout of 93.1% of restricted 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 closing 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 2010, 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 incentive program
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 incentive program. 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 incentive
program. 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 Companys
qualified savings and retirement plans. However, because the tax rules
governing qualified retirement plans place significant limitations on the
benefits which can be paid to executives, the Company has adopted three
nonqualified deferred compensation plans to supplement their qualified
retirement benefits. All nonqualified deferred compensation plans, including
the SERP and the Excess Plan, have been brought into compliance with Section
409A of the Code in a timely manner. | |

| | Supplemental Executive Retirement Plan (the SERP). To assure that executives were provided
with an adequate retirement income, in 1983 the Company implemented 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 Companys 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 Committee directed management to
survey similar SERPs to assess the appropriateness and competitiveness of the
Companys plan and to ensure that it was following the best practices. Towers
Watson performed the study, finding Wileys SERP to be unusual in two
respects: benefits were not related to service and the benefit was payable
over the ten years following retirement, rather than the more typical
benefit, which is calculated based on service and payable over the
executives lifetime after retirement. Based on these findings, we asked
Towers Watson to design a revised SERP which addressed these issues. |
| | The
resultthe 2005 SERPwas 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 25. |
| | Nonqualified Supplemental Benefit Plan (the Excess Plan). In 1986, the Excess
Plan was adopted by the Board of Directors to restore benefits lost under the
Retirement Plan of John Wiley & Sons, Inc. due to limitations imposed by
IRS regulations. |
| | Deferred Compensation Plan. In 1995, the Deferred Compensation Plan
was adopted by the Board of Directors to address the needs of those
executives who are not able to take full advantage of the Companys qualified
Savings Plan because of tax rules limiting contributions. |
| | 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 31. Under a dismissal without cause or Resignation for Good
Reason following a change of control, base salary and target annual incentive
are payable in a lump-sum amount equal to three times current base salary and
target annual incentive for the CEO, and two times current base salary and
target annual incentive 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 Section
280G of the Code and may not be deductible as compensation by the Company. In
addition, Section 4999 of the Code 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 31. |
| | Perquisites and other Benefits. The Company provides perquisites and other
benefits, which are generally in the range of $10,000 to $20,000, to the
named executive officers. These |

| In
establishing Mr. Pesces compensation for fiscal year 2010, 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 CEOs responsibilities,
individual performance and the external marketplace. In this regard, the
Committee considered all of the variables and made determinations after considering
all of the data. | may
include financial planning and tax preparation, an allowance for business and
health club memberships, parking in the headquarters building, and annual
physical examinations. |
| --- | --- |
| For
fiscal year 2010, a year of economic and financial turmoil around the world,
the Committee noted that under Mr. Pesces leadership the Company gained
market share, increased earnings, generated strong free cash flow and reduced
net debt. The Company achieved growth on a currency neutral basis of 4% for
revenue, 15% for pretax income and 6% for EPS, after excluding intangible
asset impairment and restructuring charges principally related to GIT Verlag
as discussed in the companys financial statements. The Company generated
$215 million in free cash flow after making $31 million in discretionary
accelerated pension contributions. In addition to these financial results,
Mr. Pesces effective leadership of the Company is reflected in the
significant progress that has been made on important strategic initiatives,
including investments in enabling technology and new business models, as well
as the development of internal successors for the leadership of Wileys three
global businesses. | |
| Mr.
Pesces 2010 compensation consisted of the following: | |
| | Base Salary. Mr. Pesces base salary remained at $980,000 for FY10, the same as
it was in FY09. |
| | Annual Incentive. In June of 2009, the Committee determined the target annual incentive
award for Mr. Pesce to be 135% of base salary ($1,323,000), the same as it
was in FY2009, 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 Companys
aggregate performance against financial goals on a currency neutral basis as
discussed above, and the Committees evaluation of Mr. Pesces performance
against strategic objectives established and reviewed by the Committee, an
annual incentive of $2,086,372 was awarded. |
| | Long-Term Stock Based Incentives. In June of 2009, Mr. Pesce received
long-term incentive awards consisting of 40,000 restricted performance
shares, which will be issued in June of 2012, contingent upon the attainment
of financial goals (EPS and cumulative cash flow) as discussed above, and
which will vest as follows: 50% April 30, 2013, 50% April 30, 2014. It is
important to note that financial results in fiscal 2012 must be achieved at
the threshold level in order for any portion of this award to be earned. In
addition, Mr. Pesce was awarded stock options for 200,000 shares vesting as
follows: 50% on April 30, 2013 and 50% of April 30, 2014. In December of
2009, the Committee awarded Mr. Pesce a supplemental grant of 30,000
restricted shares vesting on April 30, 2011 to recognize his significant
contributions to the reorganization of Wiley into three global businesses and
the development of internal successors for the leadership of these
businesses. These awards, along with those of other named executives, are
disclosed in the tables which follow. |
| | Payout of 2008 Long-Term Performance Share Award. In June of 2010, the Committee
reviewed and approved the degree of achievement and award payout to Mr. Pesce
for the 2008 long-term incentive program (fiscal years 2008, 2009 and 2010),
which concluded on April 30, 2010. Based on the achievement of EPS at 99.4%
of target on a performance basis, resulting in payout factor of 93.1%, Mr.
Pesce was awarded 60,515 restricted performance shares vesting as follows:
50% April 30, 2011 and 50% April 30, 2012. |

Closing Statement
	The quality of our leadership is among the most important
determinants of the Companys success;
	Our ability to attract and retain those industry leaders who will
ensure our success requires a competitive, performance-based compensation
program;
	Our shareholders are best served by providing our senior executives
with appropriate financial rewards directly linked to the long-term success
of the Company; and
	Our senior executives must share in the risks as well as the rewards
in achieving the Companys challenging performance goals.
We
believe that the Companys executive compensation program meets the goals and
objectives discussed above.

Summary Compensation Table	Year [b]	Salary ($) [c]	Bonus ($) [d]	Stock Awards ($) [e]	Option Awards ($) [f]	Non- Equity Incentive Plan Compen- sation ($) [g]	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) [h]	All Other Compen- sation ($) [i]	Total ($) [j]
William J. Pesce	2010	980,000	611,888	2,684,700	2,318,000	1,474,484	4,600,549	116,446	12,786,067
	2009	972,500	578,813	1,902,000	3,168,000	876,157	340,290	98,917	7,936,677
	2008	924,167	584,374	3,149,900	3,760,000	1,271,016	711,699	75,317	10,476,473
Ellis E. Cousens	2010	600,000	165,000	1,121,280	1,506,700	668,700	1,993,102	47,650	6,102,432
	2009	562,500	178,750	570,600	1,029,600	364,238	6,908	46,124	2,758,720
	2008	515,833	229,688	581,520	1,222,000	570,938	212,057	42,051	3,374,087
Stephen M. Smith	2010	600,396	225,000	455,520	811,300	668,700	1,273,659	420,545	4,455,120
Bonnie E. Lieberman	2010	385,000	144,375	350,400	579,500	540,396	1,490,961	46,302	3,536,934
	2009	382,500	144,375	475,500	792,000	416,739	245,269	43,522	2,499,905
	2008	366,667	111,000	484,600	940,000	193,210	504,012	39,785	2,639,274
Stephen A. Kippur	2010	510,000	140,250	298,667		629,787	1,255,768	56,847	2,891,320
	2009	506,667	153,000	475,500	871,200	84,437	67,006	53,733	2,211,543
	2008	464,583	171,500	484,600	1,034,000	173,736	506,732	51,060	2,886,211

| (c): | The 2010 amount reported in this column for Mr. Smith includes
£33,194.36 in base salary paid for the month of May 2009, converted to US
dollars using the May 2009 average exchange rate of £1=US$1.5182, plus
$550,000 paid ratably for the months of June through April. |
| --- | --- |
| (d) and (g): | The total annual incentive for 2010 is divided between columns (d)
and (g). The amount shown in column (g) was earned based on the achievement
of pre-established corporate and business financial measuresincluding revenue,
profit and cash flowapproved by the Committee. The amount shown in column
(d) is the portion of the annual incentive that was approved by the Committee
based on achievement of strategic milestones that are designed to drive
improved performance for the Company in the future. |
| (e): | The amounts reported in this column for Messrs. Pesce, Cousens, Smith
and Ms. Lieberman include restricted performance shares granted under the
Companys 2004 Key Employee Stock Plan. These amounts represent the value at
the grant date based on the probable outcome of the performance conditions
under the awards. Additionally, a grant of restricted stock for Mr. Pesce,
awarded under the 2009 Key Employee Stock Plan, is included. To calculate the
fair value of awards, the market price on the date of grant is used in
accordance with the FASB ASC Topic 718, Stock Compensation. Refer to Notes 2
and 15 in the Notes to the Consolidated Financial Statements in the Companys
2010 Annual Report for the assumptions used in determining FAS ASC Topic 718,
Stock Compensation values. The amount shown for Mr. Kippur includes the
target value of a cash-settled phantom share award, in lieu of equity
granted. The amount that is ultimately paid out will reflect the
increase/decrease in the April 30, 2011 stock price. |
| (f): | The amounts reported in this column include stock options granted
under the Companys 2004 Key Employee Stock Plan. The assumptions used to
calculate the stock option award values are in accordance with FASB ASC Topic
718, Stock Compensation. Refer to Notes |

| Option Exercises and Stock Vested Table 2010 Proxy Report | (h): | 2 and 15 in the Notes to the Consolidated Financial Statements in the
Companys 2010 Annual Report for the assumptions used in determining FASB ASC
Topic 718, Stock Compensation values. The amounts listed do not necessarily
reflect the level of compensation that may be realized by our named executive
officers. — Represents the aggregate change in actuarial present value of the
executives accumulated benefit under all defined benefit and actuarial
pension plans (including supplemental plans) from April 30, 2009 to April 30,
2010. Note that the aggregate present values shown in the 2008 Pension
Benefits Table for the SERP and Excess Plan were based on estimated annual
incentive amounts. If the final annual incentive amounts were used, the
aggregate present value for the named executive officers nonqualified
defined benefit pension plans as of April 30, 2009, in total (SERP plus the
Excess Plan), would have been for Messrs. Pesce, Cousens, Smith, Kippur and
Ms. Lieberman: respectively. The aggregate change in present value reflected
in this column was significantly impacted by a 1.7% decrease in the mandated
discount rate, not any change in the Plans formula or accural rates, and
based on the final April 30, 2009 values shown in this note rather than the
estimated values reflected in the 2009 Pension Benefits Table. |
| --- | --- | --- |
| | (i): | All Other Compensation includes the following in 2010: |
| | | Accrued dividends on non-vested restricted stock for Messrs. Pesce,
Cousens, Smith, Kippur and Ms. Lieberman valued at $66,048, $17,982, $4,277,
$14,984, and $14,984, respectively. |
| | | Employer contributions to the Company 401(k) plan and Deferred
Compensation Plan (for Messrs. Pesce, Cousens, Smith and Kippur and Ms.
Lieberman are valued at $28,518, 6,990, 6,621 and $14,994, $10,165
respectively.) |
| | | Perquisites (financial planning, club membership fees, parking
benefits) for Messrs. Pesce, Cousens, Smith, Kippur and Ms. Lieberman, valued
at $13,575, $14,030, $9,030, $15,867 and $13,575, respectively). |
| | | Reimbursement for moving expenses for Mr. Smith valued at $83,735. In
addition, the Company has agreed to cover Mr. Smiths US housing for a 2-year
period as he transitions his family from the UK to the US. In FY 2010, the
housing expenses amounted to $165,000. |
| Grants of Plan-Based Awards Table | | Messrs. Pesce, Cousens, Smith, Kippur and Ms. Lieberman received
reimbursement for taxes on the value of all perquisites in the amounts of
$8,305, $8,648, $151,883, $11,002 and $7,578, respectively. Mr. Smiths
reimbursement includes taxes on the value of the housing paid and on his
moving expenses). |

| | | | | | | | | All
Other Stock Awards: Number of Shares of Stock or Units (#) [i] | All
Other Option Awards: Number of Securities Underlying Options (#) [j] | Exercise or Base Price of Option Awards ($/Sh) [k] | Grant
Date Fair Value of Stock and Option Awards ($) [l] |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Estimated
Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated
Future Payouts Under Equity Incentive Plan Awards | | | | | | |
| Name [a] | Grant Date [b] | Threshold ($) [c] | Target ($) [d] | Maximum ($) [e] | Threshold (#) [f] | Target (#) [g] | Maximum (#) [h] | | | | |
| William J. Pesce | 6/25/09 | | | | 10,000 | 40,000 | 80,000 | 30,000 | 200,000 | 35.04 | 5,002,700 |
| Ellis E. Cousens | 6/25/09 | | | | 8,000 | 32,000 | 64,000 | | 130,000 | 35.04 | 2,627,980 |
| Stephen M. Smith | 6/25/09 | | | | 3,250 | 13,000 | 26,000 | | 70,000 | 35.04 | 1,266,820 |
| Bonnie E. Lieberman | 6/25/09 | | | | 2,500 | 10,000 | 20,000 | | 50,000 | 35.04 | 929,900 |
| Stephen A. Kippur | 6/25/09 | | 298,667 | | | | | | | | |

| (d) | Represents the target value of a cash-settled phantom share award, in
lieu of equity granted. The amount that is ultimately paid out will reflect
the increase/decrease in the April 30, 2011 stock price. |
| --- | --- |
| (f) to (h): | Represents the restricted performance share awards granted for the
2010 through 2012 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.
Earnings per share and cumulative free cash flow are the performance measures
used for the FY2010-12 performance cycle, weighted at 60% and |

| | 40%, respectively. No long-term incentive is payable unless the
threshold performance level is reached for one of the performance measures.
The restricted performance shares, if earned, vest as to 50% on April 30,
2013 and the remaining 50% on April 30, 2014. |
| --- | --- |
| (i) | Includes a one-time restricted stock grant for Mr. Pesce that will
vest 100% on April 30, 2011, as described in the Compensation Discussion
& Analysis section. |
| (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 2010
all executives received approximately 60% of their targeted long-term
incentive in stock options. |
| (k): | The closing stock price on June 25, 2009. 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 of the restricted performance shares,
restricted stock (for Mr. Pesce) and stock options is computed in accordance
with FASB ASC Topic 718, Stock Compensation. The grant date fair value of the
restricted performance share awards is based on a $35.04 stock price. The
fair value disclosed in this column for the restricted performance shares
represents the total fair value of those awards at the target level. Maximum
value payouts are 200% of target, and will only occur if the Company reaches
preset outstanding performance benchmarks. The grant date fair value of
stock option awards is based on a $11.59 Black-Scholes value. The grant date
fair value of the restricted stock award for Mr. Pesce is based on a $42.77
stock price. Refer to Note 15 in the Notes to the Consolidated Financial
Statements in the Companys 2010 Annual Report for the assumptions made in
determining FASB ASC Topic 718, Stock Compensation values. |

Outstanding Equity Awards at Fiscal Year End
	Option Awards					Stock Awards
Name	Number of Securities Under- lying Unexer- cised Options (#) Exercisable	Number of Securities Underlying Unexer- cised Options (#) Unexer- cisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
William J. Pesce	68,000			$ 25.32	6/17/13	37,156	(1)	1,570,584
	200,000			$ 31.89	6/22/14	60,515	(2)	2,557,969
	185,000			$ 38.55	6/21/15	30,000	(5)	1,268,100	40,000	(3)	1,690,800
		5,000		$ 33.05	6/21/16				40,000	(4)	1,690,800
		995,000	(1 )	$ 33.05	6/21/16
		200,000	(2 )	$ 48.46	6/27/17
		200,000	(3 )	$ 47.55	6/25/18
		200,000	(4 )	$ 35.04	6/24/19
Ellis E. Cousens	55,000			$ 25.32	6/17/13	11,147	(1)	471,184
	60,000			$ 31.89	6/22/14	11,172	(2)	472,240
	60,000			$ 38.55	6/21/15				12,000	(3)	507,240
	30,000			$ 33.05	6/21/16				32,000	(4)	1,352,640
		30,000	(1 )	$ 33.05	6/21/16
		65,000	(2 )	$ 48.46	6/27/17
		65,000	(3 )	$ 47.55	6/25/18
		130,000	(4 )	$ 35.04	6/24/19
Stephen M. Smith	17,026			$ 24.95	6/19/12	3,716	(1)	157,075
	16,920			$ 25.32	6/17/13	4,655	(2)	196,767
	17,205			$ 31.89	6/22/14				5,000	(3)	211,350
	17,205			$ 38.55	6/21/15				13,000	(4)	549,510
	11,470			$ 33.05	6/21/16
		11,470	(1 )	$ 33.05	6/21/16
		28,675	(2 )	$ 48.46	6/27/17
		28,675	(3 )	$ 47.55	6/25/18
		70,000	(4 )	$ 35.04	6/24/19
Bonnie E. Lieberman	37,000			$ 24.95	6/19/12	9,289	(1)	392,646
	40,000			$ 25.32	6/17/13	9,310	(2)	393,534
	50,000			$ 31.89	6/22/14				10,000	(3)	422,700
	50,000			$ 38.55	6/21/15				10,000	(4)	422,700
	25,000			$ 33.05	6/21/16
		25,000	(1 )	$ 33.05	6/21/16
		50,000	(2 )	$ 48.46	6/27/17
		50,000	(3 )	$ 47.55	6/25/18
		50,000	(4 )	$ 35.04	6/24/19
Stephen A. Kippur	55,000			$ 38.55	6/21/15	9,289	(1)	392,646
	27,500			$ 33.05	6/21/16	9,310	(2)	393,534
		27,500	(1 )	$ 33.05	6/21/16				10,000	(3)	422,700
		55,000	(2 )	$ 48.46	6/27/17
		55,000	(3 )	$ 47.55	6/25/18

| (1) | Remaining
50% of award vests on April 30, 2011 |
| --- | --- |
| (2) | Award
vests 50% on April 30, 2011 and 50% on April 30, 2012 |
| (3) | Award
vests 50% on April 30, 2012 and 50% on April 30, 2013, subject to attainment
of performance objectives. |
| (4) | Award
vests 50% on April 30, 2013 and 50% on April 30, 2014, subject to attainment
of performance objectives. |
| (5) | Award
vests 100% 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. |
| (g): | Represents
the remaining half of the restricted performance shares earned for the 2007
to 2009 long-term incentive cycle which will vest on April 30, 2011, and all
of the shares earned for the 2008 to 2010 long-term incentive cycle half of
which will vest on April 30, 2011 and half of which will vest on April 30,
2012. |

(i): Represents the target number of restricted performance shares granted but yet-to-be earned for the 2009-2011 and 2010-2012 long-term incentive cycles. The 2009-2011 shares, if earned, will vest half on April 30, 2012 and half on April 30, 2013. The 2010-2012 shares, if earned, will vest half on April 30, 2013 and half on April 30, 2014.

| Name | Option
Awards — Number
of Shares Acquired on Exercise | Value
Realized on Exercise (c) | Stock
Awards — Number
of Shares Acquired on Vesting (d) | Value
Realized on Vesting (e) |
| --- | --- | --- | --- | --- |
| William J. Pesce | 426,000 | $ 7,855,576.06 | 65,786 | $ 2,780,774.22 |
| Ellis E. Cousens | 125,000 | $ 2,488,578.58 | 20,963 | $ 886,106.01 |
| Stephen Smith | 35,000 | $ 648,765.00 | 6,169 | $ 260,764.00 |
| Bonnie Lieberman | 77,000 | $ 1,461,453.60 | 17,469 | $ 738,414.63 |
| Stephen A. Kippur | 55,000 | $ 545,017.00 | 17,469 | $ 738,414.63 |

| (c): | The
value realized on exercise represents the excess of the fair market value of
the underlying securities purchased on the date of exercise over the exercise
price contained in the option. |
| --- | --- |
| (d): | Vesting
of half each of the restricted performance shares earned from the 2006-08 and
2007-09 Executive long-term incentive programs on April 30, 2010, granted
pursuant to 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, 2010. |

| Pension
Benefits Table — Name [a] | Plan [b] | Number
of Years Credited Service (#) [c] | Present
Value of Accumulated Benefit ($) [d] | Payments
During Last Fiscal Year ($) [e] |
| --- | --- | --- | --- | --- |
| William Pesce | Qualified Plan | 21 | 609,780 | 0 |
| | Excess Plan | 21 | 2,028,498 | 0 |
| | SERP | 21 | 10,275,268 | 0 |
| Ellis Cousens | Qualified Plan | 9 | 255,730 | 0 |
| | Excess Plan | 9 | 874,622 | 0 |
| | SERP | 9 | 3,850,432 | 0 |
| Stephen M. Smith | Qualified Plan | 8 | 165,910 | 0 |
| | Excess Plan | 8 | 124,145 | 0 |
| | SERP | 18 | 344,925 | 0 |
| | UK Plan | 10 | 1,377,891 | |
| | UK SERP | 10 | 1,461,273 | |
| Stephen Kippur | Qualified Plan | 31 | 1,105,212 | 0 |
| | Excess Plan | 31 | 1,350,157 | 0 |
| | SERP | 31 | 3,853,958 | 0 |
| Bonnie Lieberman | Qualified Plan | 20 | 669,034 | 0 |
| | Excess Plan | 20 | 555,477 | 0 |
| | SERP | 20 | 3,179,865 | 0 |

| (c): |
| --- |
| The
named executives are entitled to retirement benefits under three defined
benefit plans of the Company: The Employees Retirement Plan of John Wiley
& Sons, Inc. (the Qualified Plan), the Nonqualified Supplemental
Retirement Plan (the Excess Plan), and the Supplemental Executive
Retirement Plan (the SERP). |

The amounts shown in the table above for all plans represent the actuarial present values of the executives accumulated benefits accrued as of April 30, 2010, calculated using the same assumptions in footnote [14] of the Companys financial statements, except that the SERP benefit for Messrs. Pesce and Cousens calculated under the 1989 SERP has no mortality assumption and under the 1989 and 2005 SERP, no recognition of future salary increases or pre-retirement mortality.

A description of each plan follows:

The Employees Retirement Plan of John Wiley & Sons, Inc. (the Qualified Plan) The Company sponsors a qualified defined benefit pension plan to provide retirement benefits to U.S. based employees of the Company. The Plan pays benefits at retirement to participants who terminate or retire from the Company after meeting certain eligibility requirements. Prior to January 1, 2005, benefits under the Qualified Plan provided for annual normal benefits payable at normal retirement age of 65 based on certain factors times average final compensation times years of service not to exceed 35 (the Previous Benefit Formula).

Effective January 1, 2005 the Qualified Plan formula was revised to provide covered participants with enhanced future benefits. After January 1, 2005, benefits are calculated as the sum of:

| | 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 years 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 years Social Security Wage Base times 1.0%,
plus |
| | o | total
annual compensation for the year in excess of 80% of that years Social
Security Wage Base times 1.3%. |

The plan recognizes a maximum of 35 years of benefit service. If the total benefit service is greater than 35 years at age 65, the benefit will be equal to the 35 consecutive years of benefit accruals that produce the highest combined amount.

The plan provides for retirement as early as age 55 with ten years of service. The age 65 benefit is reduced by 4% per year for each year less than 65, unless a participant has 20 years of service, in which case the participant can retire as early as age 62 without an early retirement reduction.

The frozen benefit calculated under the Previous Benefit Formula for the combined Qualified Plan and the Excess Plan described below for Messrs. Pesce, Cousens, Smith, Kippur, and Ms. Lieberman is $88,581, $35,074, $17,480, $139,824, and $46,108, respectively.

Messrs. Pesce, Smith, Kippur, 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 Code limitations on the tax-qualified benefit. In addition, the Excess Plan provides benefits to certain individuals which arise from additional service credit granted for previous employment with acquired companies. Average final compensation and total annual compensation are determined under the Excess Plan in the same manner as under the Qualified Plan, except that a participants compensation is not subject to the limitations under the Code. Years of service under the Qualified Plan and the Excess Plan are the number of years and months, limited to 35 years, worked for the Company and its subsidiaries after attaining age 21.

Messrs. Pesce, Smith, Kippur, 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 Mr. Kippur, 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 participants 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 executives highest three consecutive years. This
amount is reduced by the retirement benefits under the Qualified Plan, the
Excess Plan and the primary benefit above. The Applicable Percentage for
Messrs. Pesce and Cousens is 65%, and 55%, respectively. |

The 2005 SERP provides a lifetime annual benefit determined by multiplying the executives 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, Smith, Kippur, and Ms. Lieberman are eligible for early retirement under this plan.

Nonqualified Deferred Compensation (NQDC) Table — William J. Pesce	456,091	21,168	1,280,014	4,329,962
Ellis E. Cousens	12,000	0	105	12,105
Stephen M. Smith	12,000	0	103	12,103
Stephen A. Kippur	17,232	7,644	18,549	322,994
Bonnie E. Lieberman	158,423	2,468	102,688	753,674

Participants in the companys Nonqualified Deferred Compensation Plan (the NQDC Plan) may elect to defer up to 25% of their base salary, or up to 100% of their annual cash incentive compensation.

If the participants Company matching contributions under the Employees Savings Plan are restricted due to code contribution or compensation limitations, he/she is eligible to receive a Company matching contribution of up to 3% of base salary deferred under the NQDC Plan.

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:

| Vanguard VIF
Money Market | 0.29 |
| --- | --- |
| Fidelity VIP
Investment Grade Bond Svc | 15.69 % |
| T. Rowe
Price Personal Strategy Balanced | 33.73 % |
| American
Funds IS Growth-Income 2 | 35.25 % |
| Fidelity VIP
Equity Income Svc | 44.53 % |
| Fidelity VIP
Index 500 Initial | 38.88 % |
| Janus Aspen
Forty Svc | 34.82 % |
| Fidelity VIP
Mid Cap Svc | 45.79 % |
| Oppenheimer
VA Main Street Samll Cap NS | 44.31 % |
| Gartmore
NVIT International Growth I | 34.91 % |
| Northwestern
Mutual Life Insurance | 6.40 % |

| | Account
balances under the NQDC Plan are distributed to participants in accordance
with their individual elections made at the time of the deferral election.
Participants may elect to receive their contributions on a designated date or
upon separation of service, subject to the restrictions of Section 409A of
the Code. Distributions on account of termination or retirement are paid in
15 equal annual installments and distributions occurring as of a designated
date prior to termination are paid in a lump sum. |
| --- | --- |
| | Amounts in column (b) are included in columns (c), (d), and (g) on
the Summary Compensation Table. |
| Payments upon Termination and Change of Control | William J. Pesce |

| Executive
Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) |
| --- | --- | --- | --- | --- |
| Compensation: | | | | |
| Severance Base Salary | $ 0 | $ 0 | $ 2,940,000 | $ 2,940,000 |
| Severance Annual Incentive | $ 0 | $ 0 | $ 3,989,000 | $ 3,969,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 2,086,372 | $ 1,323,060 |
| ELTIP Restricted
Performance Shares | $ 0 | $ 0 | $ 3,381,600 | $ 3,381,600 |
| Restricted Stock (Performance Shares Earned but Not Vested) (5) | $ 4,128,553 | $ 4,128,553 | $ 4,128,553 | $ 4,128,553 |
| Restricted Stock (Special
grant to CEO) (6) | $ 1,268,100 | $ 1,268,100 | $ 1,268,100 | $ 1,268,100 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 2,321,900 |
| Benefits (2) | $ 0 | $ 0 | $ 34,569 | $ 34,569 |
| SERP (3) | $ 9,473,667 | $ 9,473,667 | $ 9,473,667 | $ 12,990,924 |
| Excess Plan (3) | $ 2,087,811 | $ 2,087,811 | $ 2,087,811 | $ 2,087,811 |
| Qualified Plan (3) | $ 643,590 | $ 643,590 | $ 643,590 | $ 643,590 |
| NQDC (4) | $ 4,329,962 | $ 4,329,962 | $ 4,329,962 | $ 4,329,962 |
| 280G Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 21,931,683 | $ 21,931,683 | $ 34,343,224 | $ 39,419,009 |

| (1) | Reflects the intrinsic value of those stock options that become
vested because of the change of control based on the 4/30/2010 closing stock
price ($42.27). |
| --- | --- |
| (2) | Presumes benefits are similar to those available to salaried
employees and therefore do not need to be disclosed, except for in the
dismissal columns. |
| (3) | Amounts shown are lump sum values (based on the PPA mortality table
and the Section 417(e)(3) segment rates in effect for May 2010), even though
plan documents only permit annuity payments, except on termination following
a change of control. Annual benefits are as follow: |
| | Qualified: $47,822/year as a life annuity |
| | Excess: $155,135/year as a life annuity |
| | SERP: $1,155,283/year as a 10
year certain |
| (4) | Balance is paid as a lump sum on termination following a change of
control; otherwise balance is paid in approximately equal installments over
15 years. |

| (5) | Vesting accelerates in all 4 termination scenarios since the
executive is above age 55 and has at least 10 years of service. |
| --- | --- |
| (6) | Relates to one-off special restricted shares grant to the CEO. |
| Ellis E. Cousens | |

Executive Benefits and Payments Upon Termination	Retirement	Resignation without Good Reason	Dismissal without Cause or Resignation for Good Reason (absent CoC)	Dismissal without Cause or Resignation for Good Reason (following CoC)
Compensation:
Severance
Base Salary	$ 0	$ 0	$ 900,000	$ 1,200,000
Severance
Annual Incentive	$ 0	$ 0	$ 0	$ 1,200,000
Prorated
Annual Incentive	$ 0	$ 0	$ 0	$ 600,000
ELTIP
Restricted Performance Shares	$ 0	$ 0	$ 0	$ 1,859,880
Restricted Stock (Performance
Shares Earned but Not Vested)	$ 0	$ 0	$ 0	$ 943,424
Stock
Options (1)	$ 0	$ 0	$ 0	$ 1,216,500
Benefits (2)	$ 0	$ 0	$ 24,452	$ 32,603
SERP (3)	$ 3,539,159	$ 3,539,159	$ 3,539,159	$ 5,138,956
Excess
Plan (3)	$ 914,076	$ 914,076	$ 914,076	$ 914,076
Qualified
Plan (3)	$ 273,798	$ 273,798	$ 273,798	$ 273,798
NQDC	12,105	12,105	12,105	12,105
280G
Tax Gross-up	$ 0	$ 0	$ 0	$ 1,518,682
Total:	$ 4,739,138	$ 4,739,138	$ 5,363,590	$ 14,910,024

| (1) | Reflects the intrinsic value of those stock options that become
vested because of the change of control based on the 4/30/2010 closing stock
price ($42.27). |
| --- | --- |
| (2) | Presumes benefits are similar to those available to salaried
employees and therefore do not need to be disclosed, except for in the
dismissal columns. |
| (3) | Amounts shown are lump sum values (based on the PPA mortality table
and the Section 417(e)(3) segment rates in effect for May 2010), even though
plan documents only permit annuity payments, except on termination following
a change of control. Annual benefits are as follow: |
| | Qualified: $20,068/year as a life annuity |
| | Excess: $66,907/year as a life annuity |
| | SERP: $431,589/year as a 10 year
certain |
| (4) | Balance is paid as a lump sum on termination following a change of
control; otherwise balance is paid in approximately equal installments over
15 years. |
| Stephen A. Kippur | |

| Executive
Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) |
| --- | --- | --- | --- | --- |
| Compensation: | | | | |
| Severance Base Salary | $ 0 | $ 0 | $ 1,020,000 | $ 1,020,000 |
| Severance Annual Incentive | $ 0 | $ 0 | $ 1,020,000 | $ 1,020,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 770,035 | $ 510,000 |
| ELTIP Restricted
Performance Shares | $ 0 | $ 0 | $ 422,700 | $ 422,700 |
| Restricted Stock (Performance Shares Earned but Not Vested) (5) | $ 786,180 | $ 786,180 | $ 786,180 | $ 786,180 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 253,550 |
| Benefits (2) | $ 0 | $ 0 | $ 23,046 | $ 23,046 |
| SERP (3) | $ 3,753,403 | $ 3,753,403 | $ 3,753,403 | $ 3,753,403 |
| Excess Plan (3) | $ 1,423,172 | $ 1,423,172 | $ 1,423,172 | $ 1,423,172 |
| Qualified Plan (3) | $ 1,184,886 | $ 1,184,886 | $ 1,184,886 | $ 1,184,886 |
| NQDC (4) | $ 322,994 | $ 322,994 | $ 322,994 | $ 322,994 |
| 280G Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 7,470,635 | $ 7,470,635 | $ 10,726,416 | $ 10,719,930 |

| | annuity payments, except on termination following a change of
control. Annual benefits are as follow: |
| --- | --- |
| | Qualified: $95,562/year as a life annuity Excess: $114,780/year as a life annuity SERP: $302,715/year as a 10 year certain |
| (4) | Balance is paid as a lump sum on termination following a change of
control; otherwise balance is paid in approximately equal installments over
15 years. |
| (5) | Vesting accelerates in all 4 termination scenarios since the
executive is above age 55 and has at least 10 years of service. |

| Stephen M. Smith — Executive
Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) |
| --- | --- | --- | --- | --- |
| Compensation: | | | | |
| Severance Base Salary | $ 0 | $ 0 | $ 1,200,000 | $ 1,200,000 |
| Severance Annual Incentive | $ 0 | $ 0 | $ 0 | $ 1,200,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 0 | $ 600,000 |
| ELTIP Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 760,860 |
| Restricted Stock (Performance Shares Earned but Not Vested) (5) | $ 353,842 | $ 353,842 | $ 353,842 | $ 353,842 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 611,853 |
| Benefits (2) | $ 0 | $ 0 | $ 32,603 | $ 32,603 |
| SERP (3) | $ 356,860 | $ 356,860 | $ 356,860 | $ 2,271,613 |
| Excess Plan (3) | $ 1,502,219 | $ 1,502,219 | $ 1,502,219 | $ 1,502,219 |
| Qualified Plan (3) | $ 1,206,524 | $ 1,206,524 | $ 1,206,524 | $ 1,206,524 |
| NQDC (4) | $ 12,103 | $ 12,103 | $ 12,103 | $ 12,103 |
| 280G Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 1,330,072 |
| Total: | $ 3,431,548 | $ 3,431,548 | $ 4,664,151 | $ 11,081,690 |

| (1) | Reflects the intrinsic value of those stock options that become
vested because of the change of control based on the 4/30/2010 closing stock
price ($42.27). |
| --- | --- |
| (2) | Presumes benefits are similar to those available to salaried
employees and therefore do not need to be disclosed, except for in the
dismissal columns. |
| (3) | Amounts shown are lump sum values (based on the PPA mortality table
and the Section 417(e)(3) segment rates in effect for May 2010), even though
plan documents only permit annuity payments, except on termination following
a change of control. Annual benefits are as follow: |
| | Qualified: $53,731/year as a life annuity Excess: $105,609/year as a life annuity SERP: $25,088/year as a 10 year certain |
| (4) | Balance is paid as a lump sum on termination following a change of
control; otherwise balance is paid in approximately equal installments over
15 years. |
| (5) | Vesting accelerates in all 4 termination scenarios since the
executive is above age 55 and has at least 10 years of service. |

| Bonnie E. Lieberman — Executive
Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) |
| --- | --- | --- | --- | --- |
| Compensation: | | | | |
| Severance Base Salary | $ 0 | $ 0 | $ 770,000 | $ 770,000 |
| Severance Annual Incentive | $ 0 | $ 0 | $ 0 | $ 770,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 0 | $ 385,000 |
| ELTIP Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 845,400 |
| Restricted Stock (Performance Shares Earned but Not Vested) (5) | $ 786,180 | $ 786,180 | $ 786,180 | $ 786,180 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 592,000 |
| Benefits (2) | $ 0 | $ 0 | $ 23,046 | $ 23,046 |
| SERP (3) | $ 2,857,942 | $ 2,857,942 | $ 2,857,942 | $ 3,473,629 |
| Excess Plan (3) | $ 513,650 | $ 513,650 | $ 513,650 | $ 513,650 |
| Qualified Plan (3) | $ 630,315 | $ 630,315 | $ 630,315 | $ 630,315 |
| NQDC (4) | $ 753,674 | 753,674 | $ 753,674 | $ 753,674 |
| 280G Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 5,541,761 | $ 5,541,761 | $ 6,334,806 | $ 9,542,893 |

| | (1) — (2) | Reflects the intrinsic value of those stock options that become vested
because of the change of control based on the 4/30/2010 closing stock price
($42.27). — Presumes benefits are similar to those available to salaried
employees and therefore do not need to be disclosed, except for in the
dismissal columns. | |
| --- | --- | --- | --- |
| | (3) | Amounts shown are lump sum values (based on the PPA mortality table
and the Section 417(e)(3) segment rates in effect for May 2010), even though
plan documents only permit annuity payments, except on termination following
a change of control. Annual benefits are as follow: | |
| | | Qualified: $49,295/year as a life annuity Excess: $40,171/year as a life annuity SERP: $223,511/year as a 10 year certain | |
| | (4) | Balance is paid as a lump sum on termination following a change of
control; otherwise balance is paid in approximately equal installments over
15 years. | |
| | (5) | Vesting accelerates in all 4 termination scenarios since the
executive is above age 55 and has at least 10 years of service. | |
| | The
preceding tablesPotential Payments upon Termination or Change of
Controlshow 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, 2010. 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, 2010. | | |
| Retirement | Under the
2004 and 2009 Key Employee Stock Plan, the Committee may elect to accelerate
the vesting of performance stock which has been earned but not vested for a
retiring executive. Payout for current cycles will be made in shares
following the end of the performance cycle. | | |
| Dismissal (absent a CoC) | The named
officers and certain other executives are covered by employment agreements
which provide for the following: | | |
| | | | Severancebase salary: Mr. Pesce36 months; Messrs. Smith and Kippur
and Ms. Lieberman24 months; Mr. Cousens18 months. |
| | | | Severanceannual target incentiveMr. Pesce3 years; Mr. Kippur2
years. |
| | | | Restricted Performance SharesMr. Pesceaccelerated vesting of all
earned Restricted Performance Shares for completed cycles; payout for current
performance cycles will be made in shares following the end of the
performance cycles. Mr. Kippuraccelerated vesting of any earned Restricted
Performance Shares for the plan cycles which ends within 12 months of
termination. |
| | | | Company-paid health and welfare benefits, for their respective
severance periods: Mr. Pesce36 months; Messrs. Smith and Kippur and Ms.
Lieberman24 months; Mr. Cousens and Ms. Lieberman18 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: | | |
| | | | Severancebase salary: Mr. Pesce36 months; Messrs. Cousens, Smith,
Kippur and Ms. Lieberman24 months. |
| | | | Severanceannual target incentiveMr. Pesce3 years; Messrs, Cousens,
Smith, Kippur and Ms. Lieberman2 years. |
| | | | 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 Excess Plan. |
| | | | Immediate payment of the current balance of the NQDC Plan. |

| | | If the total payments to the executive are deemed to be excess
parachute payments under Section 280G of the Code, 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 and 2009 Key
Employee Stock Plan, | |
| | | All outstanding options shall become immediately exercisable up to
the full number of shares covered by the option. |
| | | All outstanding target restricted performance shares shall become
immediately vested. |
| | | All shares of restricted stock that would otherwise remain subject to
restrictions shall be free of such restrictions. |
| | Change
of Control shall mean an event which shall occur if
there is: (i) a change in the ownership of the Company; (ii) a change in the
effective control of the Company; or (iii) a change in the ownership of a
substantial portion of the assets of the Company. | |
| | For
purposes of this definition, a change in the ownership occurs on the date on
which any one person, or more than one person acting as a group (as defined
in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock
that, together with stock held by such person or group constitutes more than
50% of the total fair market value or total voting power of the stock of the
Company. | |
| | A change
in the effective control occurs on the date on which either (i) a person, or
more than one person acting as a group (as defined in Treasury regulations
1.409A-2(i)(5)(v)(B)), acquires ownership of stock possessing 30% or more of
the total voting power of the stock of the Company, taking into account all
such stock acquired during the 12-month period ending on the date of the most
recent acquisition, or (ii) a majority of the members of the Board of
Directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of such
Board of Directors prior to the date of the appointment or election, but only
if no other corporation is a majority shareholder. | |
| | A change
in the ownership of a substantial portion of assets occurs on the date on
which any one person, or more than one person acting as a group (as defined
in Treasury regulations 1.409A-2(i)(5)(v)(B)), other than a person or group
of persons that is related to the Company, acquires assets that have a total
gross fair market value equal to or more than 40% of the total gross fair
market value of all of the assets of the Company immediately prior to such
acquisition or acquisitions, taking into account all such assets acquired
during the 12-month period ending on the date of the most recent acquisition. | |
| | The
determination as to the occurrence of a Change of Control shall be based on
objective facts and in accordance with the requirements of Code Section 409A
and the regulations promulgated thereunder. | |
| R eport of
the Audit Committee | The
following is the report of the Audit Committee of John Wiley & Sons, Inc.
with respect to the Companys audited financial statements for the fiscal
year ended April 30, 2010. | |
| | The Audit
Committee is responsible for oversight of the Companys accounting, auditing
and financial reporting process on behalf of the Board of Directors. The
Committee consists of three members who, in the judgment of the Board of
Directors, are independent and financially literate, as those terms are
defined by the Securities and Exchange Commission (the SEC) and the listing
standards of the New York Stock Exchange (the NYSE). The Board of Directors
has determined that all the members of the Committee satisfy the financial
expertise requirements and have the requisite experience to be designated
audit committee financial experts as that term is defined by the rules of
the SEC and NYSE. | |
| | Management
has the primary responsibility for the preparation, presentation and
integrity of the financial statements of the Company; for maintaining
appropriate accounting and financial reporting policies and practices; and
for internal controls and procedures designed to assure compliance with
generally accepted US accounting standards and applicable laws and | |

| regulations. The Committee is responsible for the oversight of these
processes. In this fiduciary capacity, the Committee has held discussions
with management and the independent auditors regarding the fair and complete
presentation of the Companys results for the fiscal year ended April 30,
2009. Management has represented to the Committee that the Companys
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 managements 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 auditors 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 Companys Board of Directors that the audited financial statements be
included in the Companys Annual Report on Form 10-K for the fiscal year
ended April 30, 2009, as filed with the Securities and Exchange Commission. |
| Audit Committee |
| Matthew
S. Kissner, Chairman, Richard M. Hochhauser, Kalpana Raina |
| 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 Companys Consolidated Financial
Statements, and statutory audits of the Companys international subsidiaries
were $2,142,000 and $2,469,500 in fiscal years 2010 and 2009, 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 $119,000 and $79,700 in fiscal years 2010 and 2009,
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 $261,000 and $286,306 in fiscal years 2010 and 2009, respectively. Such
services include tax planning, tax return reviews, advice related to
acquisitions, tax compliance and compliance services for expatriate
employees. |
| Other Non-Audit Fees |
| The
aggregate non-audit fees were $0 and $0 in fiscal years 2010 and 2009,
respectively. |
| The Audit
Committee has advised the Company that in its opinion the services rendered
by KPMG LLP are compatible with maintaining their independence. |

| R atification of the Appointment of Independent Public Accountants | The Audit
Committee is responsible for the appointment, compensation and oversight of
the independent auditor. On June 16, 2010, the Audit Committee appointed KPMG
LLP (KPMG) as the Companys independent auditors for fiscal year 2011.
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. |
| | 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, 2011 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, 2011 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. |
| M anner 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. |
| | 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. |
| --- | --- |
| E lectronic Delivery of Materials | The 2010
Notice of Annual Meeting, Proxy Statement and Annual Report are available on
our website at https://materials.proxyvote.com/968223 . 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
http://enroll.icsdelivery.com/jwa and following the enrollment instructions. |
| D eadline for Submission of Shareholders Proposals | If a shareholder
intends to present a proposal for action at the 2011 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 8, 2011. 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 2011 Annual
Meeting and the proposal fails to comply with the advance notice procedure
prescribed by our By-Laws, then the Companys proxy may confer discretionary
authority on the persons being appointed as proxies on behalf of the
Companys 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 19, 2011, and must contain specified
information and conform to certain requirements, as set forth in greater
detail in the By-Laws. If the Companys 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 9-012, Hoboken, New Jersey
07030-5774. |
| O ther Matters | The
Company has not received notice from any shareholder of its intention to
bring a matter before the 2010 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 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 2010, 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 9-012, 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. |


M ICHAEL L. P RESTON
Corporate
Secretary
Hoboken, New
Jersey
August 6,
2010

JOHN WILEY & SONS, INC. 111 RIVER STREET HOBOKEN, NJ 07030

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 15, 2010 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 15, 2010 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

| TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS: | |
| --- | --- |
| M26472-P99705 | KEEP THIS PORTION FOR YOUR
RECORDS |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION
ONLY |

JOHN WILEY & SONS, INC.		Withhold All	For All Except
The Board of Directors recommends a vote FOR all nominees and FOR proposal 2.
Vote on
Directors	o	o	o
1.	The election as directors of all nominees listed below,
except as marked to the contrary.
	Nominees:
	01) William B. Plummer
	02) Raymond W. McDaniel, Jr.
	03) Kalpana Raina
Vote on Proposal:			For	Against	Abstain
2.	Ratification of the appointment of KPMG LLP as independent accountants.		o	o	o
Notice to
participants in the John Wiley & Sons, Inc. Employee Savings Plan
(401K) and the Payroll Deduction Employee Stock Purchase Plan (ESPP):
If you
participate in the 401K or the ESPP, this proxy card includes shares that the
relevant plans have credited to this account.
To allow for
sufficient time for the 401K Trustee to vote, the Trustee must receive your
voting instructions by 11:59 p.m. Eastern Daylight Time on Monday, September
13, 2010. If the 401K Trustee does not receive your instructions by that
date, the Trustee will vote the shares held in the same proportion as votes
from other participants in the 401K.
PLEASE SIGN EXACTLY AS YOUR
NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor,
administrator, trustee or guardian, please give your full title. If shares
are held jointly, each holder should sign. Please sign exactly as your
name(s) appear(s) hereon.
For address changes and/or
comments, please check this box and write them on the back where indicated.			o
Please indicate
if you plan to attend this meeting.	o	o
	Yes	No
PLEASE COMPLETE,
DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET
OR BY TELEPHONE.
Signature [PLEASE SIGN WITHIN
BOX]	Date	Signature (Joint Owners)	Date

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 16, 2010

YOUR VOTE IS IMPORTANT!

PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

CLASS A

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com.

M26473-P99705

PROXY/VOTING INSTRUCTION CARD

JOHN WILEY & SONS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Peter Booth Wiley, William J. Pesce and Michael L. Preston as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class A Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held at the Companys headquarters, 111 River Street, Hoboken, New Jersey, on September 16, 2010, at 9:30 A.M., Eastern Daylight Saving Time.

The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted FOR the Election of Directors and FOR 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)

JOHN WILEY & SONS, INC. 111 RIVER STREET HOBOKEN, NJ 07030

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 15, 2010. 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.

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 15, 2010. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

| TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS: | |
| --- | --- |
| M26474-P99705 | KEEP THIS PORTION FOR YOUR
RECORDS |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION
ONLY |

JOHN WILEY & SONS, INC.		Withhold All	For All Except
The Board of Directors recommends a vote FOR all nominees and FOR proposal 2.
Vote on Directors	o	o	o
1.	The election as directors of all nominees listed below,
except as marked to the contrary.
	Nominees:
	01) Warren J. Baker 05) William J. Pesce
	02) Richard M Hochhauser 06) Bradford Wiley II
	03) Matthew S. Kissner 07) Peter Booth Wiley
	04) Eduardo Menascé
Vote on Proposal:			For	Against	Abstain
2.	Ratification of the appointment of KPMG LLP as independent accountants.		o	o	o
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE.
For address changes and/or
comments, please check this box and write them on the back where indicated.			o
Please indicate
if you plan to attend this meeting.	o	o
	Yes	No
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s)
appear(s) hereon.
Signature [PLEASE SIGN WITHIN
BOX]	Date	Signature (Joint Owners)	Date

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 16, 2010

YOUR VOTE IS IMPORTANT!

PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

CLASS B

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com.

M26475-P99705

PROXY/VOTING INSTRUCTION CARD

JOHN WILEY & SONS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Peter Booth Wiley, William J. Pesce and Michael L. Preston as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class B Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held at the Companys headquarters, 111 River Street, Hoboken, New Jersey, on September 16, 2010, at 9:30 A.M., Eastern Daylight Saving Time.

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)

AI assistant

JOHN WILEY & SONS, INC. Proxy Solicitation & Information Statement 2010

31639_psi_2010-08-06_6962d188-aacb-4d43-bf3f-7b943aeaaa0e.zip

AI assistant

JOHN WILEY & SONS, INC. — Proxy Solicitation & Information Statement 2010

31639_psi_2010-08-06_6962d188-aacb-4d43-bf3f-7b943aeaaa0e.zip

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JOHN WILEY & SONS, INC. Proxy Solicitation & Information Statement 2010