JOHN WILEY & SONS, INC. - Proxy Solicitation & Information Statement 2011

DEF 14A 1 c65820_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

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permitted by Rule 14a-6(e)(2)) |
| £ | Definitive
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| £ | 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)

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

August 5, 2011

To our Shareholders:

We cordially invite you to attend the 2011 Annual Meeting of Shareholders to be held on Thursday, September 15, 2011 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 15, 2011

To our Shareholders:

The Annual Meeting of Shareholders of John Wiley & Sons, Inc. will be held at the Companys headquarters, 111 River Street, Hoboken, New Jersey, on Thursday, September 15, 2011 at 9:30 A.M., for the following purposes:

To elect a board of thirteen (13) directors, of whom four (4) are to be elected by the holders of Class A Common Stock voting as a class and nine (9) 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, 2012.
An advisory vote on executive compensation;
An advisory vote on the future advisory votes on executive compensation;
To transact such other business as may properly come before the meeting or any adjournments thereof.

Shareholders of record at the close of business on July 22, 2011 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. |

By Order of the Board of Directors
Michael L. Preston
Corporate Secretary

August 5, 2011 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 15, 2011
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, 2011
(fiscal 2011), are first being sent or given to shareholders on August 5,
2011. |
| 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 15, 2011 |
| This
year we are again using the Notice and Access system 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 | | pg. 3 |
| --- | --- | --- |
| PROPOSALS
ON WHICH YOU MAY VOTE | | |
| Proposal
1. Election of Directors Nominees for the Board of Directors | | pg. 4 |
| Ø | Process
for Identifying and Evaluating Nominees for Director | pg. 4 |
| Ø | Director
Qualifications | pg. 4 |
| Ø | Election
of Directors | pg. 4 |
| Proposal
2. Ratification of KPMG as Independent Accounting Firm | | pg. 9 |
| Ø | Fees
of Independent Auditor | pg. 10 |
| Proposal
3. An Advisory Vote on Executive Compensation | | pg. 10 |
| Proposal
4. An Advisory Vote on the future advisory votes on executive compensation | | pg. 11 |
| GOVERNANCE OF THE COMPANY AND BOARD STRUCTURE | | |
| Ø | Board
of Directors and Corporate Governance | pg. 12 |
| Ø | Committees
of the Board of Directors and Certain Other Information Concerning the Board | pg. 13 |
| Ø | Board
and Committee Oversight of Risk | pg. 14 |
| Ø | Transactions
with Related Persons | pg. 15 |
| Ø | Corporate
Governance Principles | pg. 16 |
| Ø | Beneficial
Ownership of Directors and Management | pg. 19 |
| REPORT OF THE AUDIT COMMITTEE | | pg. 20 |
| EXECUTIVE
COMPENSATION | | |
| Ø | Report
of the Compensation Committee | pg. 21 |
| Ø | Compensation
Committee Interlocks | pg. 21 |
| Ø | Performance
Graph | pg. 21 |
| Ø | Compensation
Discussion and Analysis | pg. 22 |
| DIRECTORS COMPENSATION | | |
| Ø | Directors Compensation
2011 | pg. 44 |
| OTHER
MATTERS | | |
| Ø | Manner
and Expenses of Solicitation | pg. 46 |
| Ø | Electronic
Delivery of Materials | pg. 46 |
| Ø | Deadline
for Submission of Shareholder Proposals | pg. 46 |

| V oting
SecuritiesRecord DatePrincipal Holders |
| --- |
| The
holders of Class A Stock, voting as a class, are entitled to elect four (4)
directors, and the holders of Class B Stock, voting as a class, are entitled
to elect nine (9) 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 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. |
| Proposals
2, 3 and 4 require approval by a majority of votes cast at the Annual
Meeting. Abstentions and broker non-votes (only in the case of Proposal 2)
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 22,
2011, 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 | Class
of Stock | Common
Stock Owned Beneficially | Percent of Class | Percent
of Total Voting Power |
| --- | --- | --- | --- | --- |
| E.P. Hamilton Trusts, LLC (1) | A | 462,338 | 1 % | 0.3 % |
| 965 Mission Street | B | 8,125,536 | 85 % | 55 % |
| San Francisco, CA | | | | |
| Deborah E. Wiley (2)(3)(4) | A | 1,253,976 | 2 % | 1 % |
| 111 River Street | B | 38,820 | 0.4 % | 0.4 % |
| Hoboken, NJ | | | | |
| Peter Booth Wiley (2)(3) | A | 1,227,578 | 2 % | 0.8 % |
| 111 River Street | B | 12,240 | 0.1 % | 0.1 % |
| Hoboken, NJ | | | | |
| Bradford Wiley II (2)(3) | A | 1,045,558 | 2 % | 0.7 % |
| 111 River Street | B | 72,240 | 0.8 % | 0.5 % |
| Hoboken, NJ | | | | |
| Pioneer Investment
Management, Inc. (5) | A | 3,911,520 | 7.6 % | 3 % |
| 60 State Street | | | | |
| Boston, MA | | | | |
| Investment Manager | | | | |
| Capital Research Global
Investments (5) | A | 2,685,879 | 5.2 % | 1.8 % |
| 333 South Hope Street | | | | |
| Los Angeles, CA | | | | |

| | (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) | 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. |
| | P ROPOSAL 1. ELECTION OF
DIRECTORS NOMINEES FOR THE BOARD OF DIRECTORS | |
| E lection of Directors | P rocess 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 thirteen director nominees standing
for election, three are 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. | |
| | D irector Qualifications | |
| | The
Companys Board has identified the following skill sets that are most
important to the successful implementation of the Companys 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 thirteen nominees for election this year. Detailed information on each
nominee is provided on pages 5 to 9. All directors are elected annually, and
serve a one-year term until the next Annual Meeting. | |

| | Thirteen
(13) directors are to be elected to hold office until the next Annual Meeting
of Shareholders, or until their successors are elected and qualified. Unless
contrary instructions are indicated or the proxy is previously revoked, it is
the intention of management to vote proxies received for the election of the
persons named below as directors. Directors of each class are elected by a
plurality of votes cast by that class. If you do not wish your shares to be
voted for particular nominees, please so indicate in the space provided on
the proxy card, or follow the directions given by the telephone voting
service or the Internet voting site.
T HE H OLDERS OF C LASS A S TOCK ARE ENTITLED TO ELECT 33% OF THE ENTIRE BOARD .
A S A CONSEQUENCE, FOUR (4) D IRECTORS WILL BE
ELECTED BY THE HOLDERS OF C LASS A S TOCK . T HE HOLDERS OF C LASS B S TOCK ARE ENTITLED TO
ELECTED NINE (9) D IRECTORS . |
| --- | --- |
| | Nine
of the nominees are currently directors of the Company and eight were elected
to their present terms of office at the Annual Meeting of Shareholders held
in September 2010. Mr. Smith became a director upon his election to the
office of President and Chief Executive Officer effective May 1, 2011. Except
as otherwise indicated below, all of the nominees have been engaged in their
present principal occupations or in executive capacities with the same employers
for more than the past five years. Three of the nominees, Mses. Katehi and
Baker and Mr. Chameau are first time nominees. |
| | 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 Bradford Wiley II and Warren J. Baker, who
have provided the Board with invaluable service, be proposed as Class B
directors, notwithstanding their having attained age 70 and 72 respectively. |
| | Peter
Booth Wiley, Stephen M. Smith and Michael L. Preston have agreed to represent
shareholders submitting proper proxies by mail, via the Internet, or by
telephone, and to vote for the election of the nominees listed herein, unless
otherwise directed by the authority granted or withheld on the proxy cards,
by telephone or via the Internet. Although the Board has no reason to believe
that any of the persons named below as nominees will be unable or decline to
serve, if any such person is unable or declines to serve, the persons named
above may vote for another person at their discretion. |
| | Directors to be Elected by Class A Shareholders and Their
Qualifications |
| ● | Mari
J. Baker, first time nominee, has been Chief Executive Officer of PlayFirst,
Inc. since 2009. Previously she was executive-in-residence at the venture
capital firm Kleiner Perkins Caulfield and Byers where she incubated and
launched Navigenics, Inc. and served as its founding President, Chief
Executive Officer and Director (2006-2009); President of BabyCenter, LLC
(1999-2006) and Senior Vice President of Intuit, Inc. (1989-1999) Ms. Baker
is currently a director of Cozi Group, Inc., an officer in the Young
Presidents Organization and an advisor at Stanfords Clayman Institute. Age
46. Ms. Bakers qualifications for service on the Companys board include: (i)
service on the boards of Navigenics and Cozi Group, Inc. and on the Board of
Trustees of Stanford University for 7 years where she is now an emeritus
trustee and (ii) proven business leader, experienced general manager and
internet marketing veteran. |
| ● | 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 53. 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 52. Mr. Plummers qualifications for service on the Companys Board include; (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 acquisitions 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 is also a director of RealNetworks (NASDAQ: RNWK), where
she serves on the Audit Committee and chairs the Nominating and Corporate
Governance Committee. She is a member of Women Corporate Directors, The
National Association of Corporate Directors, a director of Information
Services Group, Inc., a director of The World Policy Institute and a past
member of The US-India Business Council. Age 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 (1995 to 1998); Mr. Baker is
a Fellow of the American Society of Civil Engineers; Chairman of the Board of
Directors of the ASCE Civil Engineering Research Foundation (1989 to 1991);
Member of the Board of Directors of the California Council for Science and
Technology; Member of the Board of Directors of the National Association of
Public and Land Grant Universities (formerly NASULGC) (2003 to 2007); Chair
of the APLU Commission on Information Technologies (2003 to 2006); Member of
the APLU Commission on University Science and Mathematics Teacher Education;
Member of the Executive Committee of the Business-Higher Education Forum of
the Board of Directors (BHEF); Co-Chair of BHEF Math and Science Education
and STEM Initiatives; Member of the Board of Directors of the Society of
Manufacturing Engineers Education Foundation (2003 to 2005); Member of the
National Academy of Engineering Steering Committee on Enhancing Community College
Pathways to Engineering Careers (2004 to 2005); Vice Chair, Board of
Governors of the US-Mexico Foundation for Science; a Director of Westport
Innovations, Inc.; Director of MESA California (Mathematics, Engineering and
Science Achievement). Age 72. Mr. Bakers qualifications for service on the Companys Board include: (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. |

| ● | Jean-Lou
Chameau, first time nominee, has been President, California Institute of
Technology (Caltech) since September 2006. Before he assumed the presidency
of Caltech, Chameau had a distinguished career as a professor of civil
engineering and a university administrator. While he is a native of France,
he received his graduate education in civil engineering at Stanford University.
In 1980 he joined the civil engineering faculty at Purdue University, where
he subsequently became full professor and head of the geotechnical
engineering program. Moving to Georgia Tech in 1991, he was named director of
the school of civil and environmental engineering. He was the president of
Golder Associates, Inc., an international geotechnical consulting company,
from 1994 to 1995, after which he returned to Georgia Tech as Georgia
Research Alliance Eminent Scholar and vice-provost for research. He was named
dean of its college of engineering, the largest in the country, in 1997,
becoming provost of the university in 2001. Dr. Chameau currently serves on the boards of MTS Systems Corporation,
Safran, the Council on Competitiveness, and the Los Angeles World Affairs
Council. He is also serving on the Academic Research Council of Singapore and
the Advisory Committee of InterWest Partners. He is a member of the U.S.
National Academy of Engineering and the French Académie des Technologies. Age
58. |
| --- | --- |
| | Dr.
Chameaus qualifications for service on the Companys board include: (i) his
executive experience in a large organization with a national laboratory; (ii)
his expertise in engineering, science, research and technology; (iii) his
extensive knowledge and experience in budgetary and financial
responsibilities, strategic planning, human capital development, academia and
research in Europe and Asia, and federal funding of research and (iv) his
service on several boards and committees. |
| ● | Linda
Katehi, first time nominee, has been the chancellor of the University of
California, Davis since 2009. She is a member of the National Academy of
Engineering, was chair until 2010, of the Presidents Committee for the
National Medal of Science and of the Secretary of Commerces committee for
the National Medal of Technology and Innovation. She is a fellow of the
American Association for the Advancement of Science and has been elected to
the American Academy of Arts and Sciences. Previously, Ms. Katehi served as
provost and vice-chancellor for academic affairs at the University of
Illinois from 2006-2009; the John A. Edwardson Dean of Engineering and
professor of electrical and computer engineering at Purdue University from
2002-2006; and associate dean for academic affairs and graduate education in
the College of Engineering and professor of electrical engineering and
computer science at the University of Michigan from 1998-2002. Age 57. Ms. Katehis qualifications for service on the Companys board include: (i)
her expertise in a large organization with a health system; (ii) her
expertise in engineering, science, research and technology; (iii) her
extensive knowledge and experience in budgetary and financial
responsibilities, strategic planning and human capital development; (iv) her
service as an academic leader in four public research universities and (v)
her experience as a member of numerous organizations related to the
advancement of higher education. |
| ● | 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 57. 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 66. Mr. Menascés 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 served as the Companys 10th President and Chief Executive Officer
for 13 years from May 1998 to April 2011, when he retired after nearly 22
years at the Company. He has been a Director since May 1998. Previously, he
was Executive Vice President and Chief Operating Officer (May 1997 April
1998); Executive Vice President, Educational Publishing and International Group
(February 1996 April 1997); Vice President and subsequently Senior Vice
President, Educational Publishing (September 1989 January 1996). Mr. Pesce
is a member of the Board of Overseers of the Stern School of Business at New
York University; the Board of Trustees of William Paterson University, where
he serves as Vice Chair of the Board of Trustees, member of the Executive
Committee, Chair of the Educational Policy and Student Development Committee
and member of the Nominations and Governance Committee. He is Chair of the
Deans Advisory Board of the Cotsakos College of Business at William Paterson
University. Age 60. Mr. Pesces qualifications for service on the Companys Board of Directors
include: (i) over three decades of experience in publishing; (ii) 13 years as
President and Chief Executive Officer, a period in which the Company recorded
double-digit compound annual growth in revenue, EPS and the Companys stock
price, while being named to several best companies lists; and (iii)
extensive experience with leading a global public company, strategic
planning, financial planning and analysis, acquisitions and partnerships, and
investor relations. While serving as President and CEO, Mr. Pesce led the
Companys transformation to a global enterprise that embraced technology and
new business models to serve customers better. |
| ● | Stephen
M. Smith was the Companys Chief Operating Officer from May 2009 until May
2011 when he assumed the title of President and Chief Executive Officer. Mr.
Smith joined the Company in 1992 as Vice President, Wiley Asia. In 1995 he
became Vice President, International Development and in 1996 became Senior
Vice President and assumed corporate responsibility for Wiley Australia. In
May 2000, Mr. Smith took on the responsibility for the Companys
Professional/Trade business in Europe. In 2006 Mr. Smith became Chief
Operating Officer of the Companys UK business and was appointed Senior Vice
President, Wiley Europe in 2007, while continuing his role in Asia and
Australia. He is a member of the Board of Directors of the American
Publishers Association. Age 56. Mr. Smiths qualifications for service on the Companys Board include: (i) 19
years of publishing experience at the Company; (ii) 15 years of service as
senior executive at the Company; (iii) extensive international publishing
experience with the Company and previous employers and; (iv) significant
experience in businesses in pursuit of the Companys strategic goals, leading
the Wiley Global Corporate Citizenship initiative which links the Companys
business strategy to the social, economic, environmental and ethical concerns
of our shareholders. |
| ● | 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 70. 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 68. Mr. Wileys
qualifications for service on the Companys Board include: (i) 26 years of service
as a member of the Companys 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. The Board recommends a vote FOR the election of
its nominees. |
| --- | --- |
| | P ROPOSAL 2. RATIFICATION OF
KPMG AS INDEPENDENT ACCOUNTING FIRM |
| Ratification of the Appointment of
Independent Public Accountants | The
Audit Committee is responsible for the appointment, compensation and
oversight of the independent auditor. On June 15, 2011, the Audit Committee
appointed KPMG LLP (KPMG) as the Companys independent auditors for fiscal
year 2012. 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, 2012 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, 2012 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. |

| F ees 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 $1,903,000 and $2,142,000 in fiscal years 2011 and 2010, 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 $110,000 and $119,000 in fiscal years 2011 and 2010,
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
$293,000 and $261,000 in fiscal years 2011 and 2010, 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 2011 and 2010,
respectively. |
| The Audit
Committee has advised the Company that in its opinion the services rendered
by KPMG LLP are compatible with maintaining their independence. |
| P ROPOSAL 3.
ADVISORY VOTE ON EXECUTIVE COMPENSATION |
| We are
requesting that shareholders indicate their approval of our Named Executive
Officers compensation, as described in the compensation tables and
Compensation Discussion and Analysis set forth in this Proxy Statement. This
proposal, known as a say-on-pay proposal, allows shareholders the
opportunity to express their views on these matters. The say on pay vote is
an advisory vote, which is therefore not binding on the Company, the
Compensation Committee or the Board of Directors. However, the views of our
shareholders are important to the Company, and will be given careful
consideration by the Company, the Compensation Committee and the Board of
Directors. |
| Compensation
for our Named Executive Officers in 2010 was consistent with the principles
of our compensation philosophy and reflects our strong financial performance,
the cumulative return to shareholders in 2010 and the overall stability and
achievements of the executive team. Our compensation philosophy is designed
to (i) align the Companys goals with shareholder interests; (ii) attract and
retain world-class talent; (iii) pay competitively compared with our peer
group and the marketplace; and (iv) reward superior performance and limit
rewards for performance below targets. Our 2010 compensation packages reflect
these guiding principles. |
| The
discussion set forth in the Compensation Discussion and Analysis on pages
2244 of this Proxy Statement provides a complete discussion of our
compensation programs and policies, including design, implementation,
oversight, administration, ongoing review and risk assessment of our programs
and policies. Our Compensation Committee and Board of Directors believe that
our compensation programs and policies are designed and carried out to allow
us to achieve our business goals and reflect the guiding principles of our
compensation philosophy. |
| Now,
therefore, be it RESOLVED, that the shareholders of John Wiley & Sons,
Inc. approve, on an advisory basis, the compensation of the Named Executive
Officers as disclosed in this Proxy Statement, including the Compensation
Discussion and Analysis. |
| THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL, ON AN ADVISORY BASIS, OF
THE COMPENSATION OF JOHN WILEY & SONS, INCS NAMED EXECUTIVE OFFICERS AS
DISCLOSED IN THIS PROXY STATEMENT. |
| A vote
FOR approval will be a vote in favor of the following resolution:
Resolved, that the shareholders of John Wiley & Sons, Inc. hereby
approve the compensation of the Companys |

| Named
Executive Officers, as described in the compensation tables and Compensation
Discussion and Analysis set forth in this Proxy Statement. |
| --- |
| P ROPOSAL 4.
ADVISORY VOTE ON THE FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| We are
requesting that shareholders cast an advisory vote on whether future advisory
votes on executive compensation as described in Proposal No. 3 should occur
every year, every two years or every three years. You may cast your vote by
choosing the option of one year, two years, three years or you may abstain.
You are not voting to approve or disapprove of the Boards recommendation.
This is an advisory vote, which is therefore not binding on the Board of
Directors. The Board of Directors may, at its discretion, determine that it
is in the best interest of the Company to hold an advisory vote on executive
compensation more or less frequently based on changes to its compensation
programs or other considerations. |
| Now,
therefore, be it RESOLVED, that the shareholders of John Wiley & Sons, Inc.
approve, on an advisory basis, to conduct future advisory votes on executive
compensation every year. |
| THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE, ON AN ADVISORY BASIS, TO CONDUCT FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION EVERY YEAR. |

| B oard of Directors and Corporate Governance |
| --- |
| The
Companys Board of Directors is elected annually by the shareholders to
provide oversight so that the long-term interests of the shareholders are
served. The Companys 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 eleven 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, Stephen M. Smith, 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. Stephen M. Smith, 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: The Companys new directors are required to attend orientation sessions. The
Company 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 2010, all of our directors attended the 2010 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 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	Board		Audit			Executive		Governance
Warren J.
Baker	X			X
Richard M.
Hochhauser	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	X
Bradford
Wiley II	X							X
Peter Booth
Wiley	X
FY2011
Meetings	5	(a)	7	8	(b)		(c)	7

*	Chairman
(a)	The Board of
Directors acted once by Unanimous Written Consent.
(b)	The
Executive Compensation and Development Committee acted once by Unanimous
Written Consent.
(c)	The
Executive Committee acted twice by Unanimous 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 pages 46-47 of this proxy statement. The recommendation should
include the candidates name, biographical data, and a description of his or
her qualifications. |
| B oard and Committee Oversight of Risk | As a
publishing company, the Company does not face the same level of risk
associated with other companies, for example companies in the financial
services and technology industries. However, appropriate risk-taking is a
necessary part of managing any business. Management of risk is the direct
responsibility of the Companys 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 compensation program. The Committee ensures that the Companys
annual and long-term incentive plans do not incentivize or encourage
excessive or unnecessary risk-taking. |
| | How Do We Address Risk in Our Compensation
Program? |
| | The
Companys compensation program is designed to attract, retain, motivate and
reward talented executives and colleagues whose efforts will enable the
Company to produce superior results and maximize return to shareholders. Our
pay-for-performance philosophy focuses colleagues efforts on delivering
short-term and long-term financial success for our shareholders without
encouraging excessive risk taking. The Executive Compensation &
Development Committee, which consists entirely of independent Board members,
oversees the executive compensation program for the named executive officers,
as well as other senior officers of the Company. |
| | The
following is a description of both Committee and management processes related
to the compensation risk assessment process, as well as a description of the
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 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 believe 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. Annual plans have a maximum payout of 2 times the
target amount. Long-term plans have a maximum payout between 1 and 2 times
the target amount, depending on the plan. |
| | | Recoupment or clawback provisions for top executives and key
finance executives in the event that an 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. |
| | We are confident that our compensation program rewards for
performance, is aligned with the interests of our shareholders, and does not
involve risks that are reasonably likely to have a material adverse effect on
the company. A more detailed discussion of the Companys executive
compensation program can be found in the Compensation Discussion and Analysis
beginning on page 22. | |
| T ransactions with Related Persons | We are
required to disclose material transactions with the Company in which related
persons have a direct or indirect material interest. Related persons include
any Director, nominee for Director, executive officer of the Company, and any
immediate family members of such persons. The term transaction is broadly
defined under Securities and Exchange Commission rules to include any
financial transaction, arrangement or relationship, including any
indebtedness transaction or guarantee of indebtedness. | |
| | Based on
information available to us and provided to us by our Directors and executive
officers, we do not believe that there were any such material transactions in
effect since May 1, 2010, or that any such material transactions are proposed
to be entered into during fiscal 2012. | |

| 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. — To
promote the best corporate governance practices, the Company 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 shareholders, including employees, authors, customers
and suppliers. The Board is responsible for ensuring that the Company has a
management team capable of representing these interests and of achieving
superior business performance. | |
| --- | --- |
| 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: | |
| a) | The Director is not and has not been employed in an executive
capacity by the Company or its subsidiaries within the three years
immediately prior to the annual meeting at which the nominees of the Board
will be voted upon. |

| | 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 Company business. Prior to joining the board of another
organization, including a public or private company, as well as a not-for
profit organization, directors are required to advise the Chairman of the
Board, the Chair of the Governance Committee and the President 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
shareholder groups. The Board schedules regular executive sessions at the end
of each meeting. Non-management directors meet at regularly scheduled
sessions without management. The Chairman of the Board presides at these
sessions. In addition, the independent directors meet at least once each year
in an executive session presided over by the Chairman of the Governance
Committee. |
| Employees
and other interested parties may contact the non-management directors via
email at: [email protected], 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. |

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 33 and all directors and executive officers of the Company as a group as of July 22, 2011. 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 3.

	Shares of Class A and Class B Stock Beneficially Owned (1)		Additional Shares Beneficially Owned (2)		Totals
Section 16(a) Beneficial Ownership Reporting Compliance
Warren J. Baker	A	8,201	A		A	8,201			23,855
	B				B
Ellis E. Cousens (4)	A	72,063	A	212,500	A	284,563	0.6 %
	B				B
Richard M. Hochhauser	A				A				4,967
	B				B
Matthew S. Kissner	A	1,824			A	1,824			15,401
	B				B
Raymond W. McDaniel, Jr.	A	500			A	500			13,738
	B				B
Eduardo Menascé	A				A				4,967
	B				B
Steven J. Miron (4)	A	768		13,100	A	13,868	0.02 %
	B				B
William J. Pesce (4)	A	434,192	A	475,000	A	909,192	1.8 %	0.6 %
	B				B
William B. Plummer	A				A				19,880
	B				B
Stephen M. Smith (4)	A	25,056	A	105,663	A	130,719	0.3 %
	B
Kalpana Raina	A								3,029
	B
Gary Rinck (4)	A	13,819		52,500		66,319	0.1 %
	B
Bradford Wiley II (5)(6)(7)	A	1,199,767			A	1,199,767	2.3 %	0.9 %
	B	2,780,752			B	2,780,752	29 %	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	28.5 %	18.6 %
All directors and
executive officers as a group	A	3,680,247	A	937,013	A	4,617,260	8.8 %	2.9 %
(2 persons)	B	8,210,032			B	8,210,032	86 %	56 %

| (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 22, 2011. |
| --- | --- |
| (2) | Shares
issuable pursuant to options exercisable under the Companys stock option
plans on or before September 22, 2011. |
| (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 pages 44-45. 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. Pesce26,667 shares; Mr.
Cousens57,586 shares; Mr. Smith48,328 shares; Mr. Miron10,000 shares and
Mr. Rinck20,793 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. |

| | 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 2011, our directors, officers and
greater than ten percent beneficial owners met all filing requirements. |
| R eport of the Audit Committee | The
following is the report of the Audit Committee of the Company with respect to
the Companys audited financial statements for the fiscal year ended April
30, 2011. |
| | 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,
2011. 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 applicable professional and regulatory standards relating to
KPMGs independence from the Company, including the Public Company Accounting
Oversight Board pertaining to the independent accountants communication with
the Audit Committee concerning independence, and the Audit Committee
discussed with the independent auditors their independence. |
| | The
Committee also considers whether providing non-audit services is compatible
with maintaining the 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, 2011, as filed with the Securities and Exchange Commission. |
| | Audit
Committee |
| | Matthew
S. Kissner, Chairman, Richard M. Hochhauser, Kalpana Raina |
| R eport of the Compensation Committee | The
Executive Compensation & Development Committee has reviewed and discussed
with Company management the Compensation Discussion and Analysis found on
pages 22 through 44 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 Kalpana Raina |
| 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. |

P erformance Graph

	2006	2007	2008	2009	2010	2011
John Wiley & Sons, Inc.
Class A	$ 100.00	$ 103.34	$ 128.36	$ 95.88	$ 121.32	$ 148.34
Russell 1000	100.00	113.08	105.83	66.75	91.70	106.17
Dow Jones Publishing Index	100.00	110.42	79.22	50.96	67.74	80.04
S&P 400	100.00	108.84	104.50	69.91	102.54	126.48

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, 2006 to April 30, 2011. 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, 2006 and reinvestment of dividends throughout the period.

	F Y2011 Compensation Discussion & Analysis
	Introduction
	This
Compensation Discussion and Analysis, or CD&A, describes the fiscal
year 2011 compensation program for John Wiley & Sons, Inc.s senior
executives. The overarching goals that guide the design and administration of
our executive compensation program consist of the ability to:
		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.
	This
CD&A describes how the Executive Compensation and Development Committee
(the Committee) of the Board of Directors (the Board) considered our business
strategy, our compensation philosophy, and the overarching goals that guide
our executive compensation program to arrive at fiscal year 2011 compensation
decisions for our executives, including our named executive officers (NEOs)
whose compensation is set forth in the 2011 Summary Compensation Table and
other compensation tables contained in this proxy statement.
	Our
fiscal year 2011 NEOs are:
		William J. Pesce who served as President and Chief Executive Officer until April 30,
2011
		Stephen M. Smith, our current President and Chief Executive
Officer, who served as Executive Vice President, Chief Operating Officer
during fiscal year 2011
		Ellis E. Cousens, Executive Vice President, Chief Financial
and Operations Officer
		Gary Rinck, Senior Vice President, General Counsel
		Steven J. Miron, Senior Vice President, Scientific, Technical, Medical and Scholarly
Publishing
	Executive Summary
Financial
Results	Despite
a year of sluggish and uneven economic recovery in many parts of the world,
and the challenges the Company faced related to the Borders disruption and
tight library and corporate budgets, the Company gained market share,
increased revenue in all businesses, produced robust earnings, generated
strong free cash flow and significantly reduced net debt. The
Company achieved growth on a currency neutral basis of 4% for revenue; 15%
for adjusted earnings per share (after excluding the $0.10 third quarter
charge related to Borders and $0.17 impairment and restructuring charges
related to GIT Verlag last year, and including a $0.07 per share deferred
income tax benefit on a reduction in the UK statutory tax rate in the first
quarter of fiscal year 2011); and U.S. GAAP EPS growth of 19%. For
comparability to our full year guidance, adjusted EPS grew 10% over fiscal
year 2010, excluding the charges in both years and the $0.07 per share first
quarter UK statutory tax benefit. The Company generated $270 million in free
cash flow, representing a 25% increase over prior year, and reduced net debt
by $243 million during the year to $252 million. The Company continues to
invest in and shift to digital delivery in all of our businesses, resulting in
new revenue/business models, new opportunities in emerging markets, and
margin and working capital improvements. While producing these strong
financial results and continuing investment in important strategic
initiatives, the Company completed the most extensive succession of
leadership in its history, with a new President and CEO, and leaders of our
three global businesses being named, all from within the Company, a testament
to our succession planning and leadership development processes.
Executive
Compensation Program	The
Companys compensation program emphasizes variable, performance-based
compensation that promotes the achievement of short-term and long-term
business objectives aligned with the Companys business strategy and rewards
performance when those objectives are met. The 2011 annual and long-term
incentive plans were structured so that actual compensation received was
aligned with Company performance based on key metrics such as corporate and

| business
revenue, earnings per share (EPS), business earnings before interest, taxes
and amortization (EBITA), free cash flow (FCF) and strategic milestones
that benefited the Company in fiscal year 2011 and will benefit the Company
in the future. We believe these metrics are aligned with driving long-term
shareholder value, and provide appropriate line-of-sight. |
| --- |
| The
following chart provides a brief summary of the principal elements of John
Wiley & Sons, Inc.s executive compensation program for 2011, described
in more detail later in this CD&A. |

Compensation Element	Form	Compensation Objective	Relation to Performance	2011 Actions / Results
Base Salary	Fixed annual cash, paid
on a semi- monthly basis	Fixed compensation that
is externally competitive, and allows us to attract and retain executive
talent.	Increases in base salary
reflect market positioning, economic conditions, and the Committees
assessment of Company and individual performance over the prior year.	The Companys US merit
budget was 3%, and the NEOs salary increases ranged from 3.3% to 4.2%, with
the exception of Mr. Miron, who received an 18.4% increase commensurate with
his promotion to SVP, STMS.
Short-Term Incentive	Cash, paid on an annual
basis	Motivate the executive
to contribute to the Companys success in achieving annual corporate and
business financial goals and strategic objectives. When combined with a
competitive base salary, provides total targeted cash compensation above the
market median which helps the Company attract and retain executive talent.	75% of the target annual
incentive is based on financial goals, including corporate and business
revenue, EPS, business EBITA, and FCF. The remaining 25% of the target annual
incentive is based on achievement of strategic milestones that are intended
to further the Companys success. Payout can range from 0% to 200%.	Target incentives for
the NEOs range from 75% to 135% of base salary. Actual short-term incentives earned for the NEOs ranged from 121% of target
to 155% of target.
Long-Term Incentives	Non-qualified stock
options granted each year, with vesting 50% on April 30th of the fourth and
fifth years after grant	Ensures alignment of
executive and shareholder interests and rewards. When combined with a
competitive target cash compensation package and restricted performance
shares, stock options provide a competitive total target direct compensation
package that helps the Company attract and retain executive talent.	The increase in value of
non-qualified stock options is dependent on improvements in stock price.	June 2010 grants of non-
qualified stock options represent approximately 60% of the NEOs target
long-term value.
	Restricted performance
shares granted each year with a 3-year performance cycle, and if earned,
shares become restricted and vest 50% on April 30th of the fourth and fifth
years after grant	Motivates the executive
to contribute to the Companys success in achieving long-term corporate
financial goals that drive shareholder value. When combined with a competitive
target cash compensation package and stock options, restricted performance
shares provide a competitive total target direct compensation package that
helps the Company attract and retain executive talent.	For the fiscal year
2009-11 cycle that just ended, EPS was the sole performance measure used
since at the time the financial goals were set, the Company did not have
enough history including Blackwell (the largest acquisition in the Companys
history) to set meaningful cash flow targets. In the past, and going forward
beginning with the FY2010-12 performance cycle, EPS and cumulative FCF are
used, with a weight of 60% and 40%, respectively. Payout can range from 0% to 200%.	NEOs received
approximately 40% of their target long-term value in restricted performance
shares for the fiscal year 2012-14 performance cycle. For the fiscal year 2009-11 cycle that just ended, the NEOs did not earn any
of their target restricted performance shares because EPS fell below the
threshold performance level.

We also provide the following additional benefits to our senior executives for the financial security and current / future well-being of the executives and their families, as described in more detail later in this CD&A:

Benefit	Form	Purpose
Health and Welfare Benefits	Flexible benefits
program provided to all employees, where flex dollars are provided to help
pay the cost of health insurance, life, disability and AD&D insurance	Health and welfare
benefits are market competitive and are provided primarily for the well-being
of the executive and his/her family.
Retirement Plans	Qualified savings and
retirement plans	Qualified retirement
plan benefits are market competitive and provide some post-retirement income
for the executive, in addition to providing incentive for a long-term career
with the Company.
	Non-qualified
Supplemental Benefit Plan (the Excess Plan)	Restore benefits lost
under the qualified retirement plan due to limitations imposed by Internal
Revenue Code regulations to the same level as other colleagues who are not
restricted by Internal Revenue Code limitations.
	Non-qualified
Supplemental Executive Retirement Plan (the SERP)	Assure that executives
are provided with an adequate retirement income due to tax rules governing
qualified retirement plans that place significant limitations on the benefits
which can be paid to executives. Helps the Company attract and retain
executive talent. Since SERPs are not as prevalent as in the past, the
Company will assess whether or not the SERP should be closed to new
executives.
	Non-qualified Deferred
Compensation Plan	Enables executives to
prepare for future financial security by allowing the deferral of otherwise
taxable income on a pre-tax basis, with various investment options and
flexible payment options.
Perquisites	Physical exams,
financial planning, tax preparation, health club membership	Perquisites are market
competitive and provided primarily for the financial security and
productivity of the executive.

Corporate Governance We endeavor to maintain sound governance standards with respect to our executive compensation program. The following policies and practices were implemented during fiscal year 2011, or will be implemented in early fiscal year 2012:

| | | In
July 2010, we introduced a clawback provision in both the annual and
long-term incentive plans covering the top 350 colleagues in the Company. The
clawback provision allows the Company to recoup incentive payments to covered
incentive participants in the event that the Company needs to restate its
financial results because of fraud, gross negligence or intentional
misconduct on the part of one or more employees and/or because of material
non-compliance with Federal securities laws. — Mr.
Smiths base salary severance in the event of a without cause termination
or constructive discharge with or without a change of control remains at 24
months as President and CEO. |
| --- | --- | --- |
| | | Beginning
May 1, 2011, we eliminated tax gross-ups for the limited perquisites
provided to our executive officers. |
| | | In
early fiscal year 2012, we will modify the executive employment agreements to
eliminate excise tax gross-ups upon a change of control. |
| | | In
early fiscal year 2012, we will also modify the executive employment
agreements and all equity award agreements to specify that for future equity
awards, double-trigger vesting of equity upon a change of control will apply
in cases where the acquiring company is a publicly traded company, and that
company assumes or replaces the outstanding equity. |
| | | Beginning
with the fiscal year 2012 equity grants (awarded in June 2011), we have
implemented stock retention requirements for our executive officers,
including the NEOs, that require retention of 50% of the net shares acquired
upon the exercise of stock options or the payment or vesting of any
performance shares and restricted stock until the executive satisfies our
stock ownership salary multiple. |
| | | Effective
May 1, 2011, the share ownership requirement for our President and CEO was
increased to six times base salary. |
| | | In
early fiscal year 2012, we will modify the Trading Policy to include a
prohibition against hedging (there has been no hedging in the past by Wiley
executives). |
| Compensation Best Practices | In
addition to the new corporate governance practices noted above, the Company
continues to implement and maintain best practices in its executive
compensation program. These practices include the following: | |
| | | The
Committee, currently composed of three independent directors, has engaged an
independent compensation consultant that has no other ties to the Company or
its management, and that meets the selection criteria developed by the
Committee (see Role of Compensation Consultant below). |
| | | An
appropriate compensation mix that is designed to balance the emphasis on
short-term and long-term performance, in line with the Companys operating
and strategic plans. The majority of incentive compensation for executive
officers is associated with the long-term performance of the Company, which
ensures a correlation between executive and shareholder rewards. |
| | | Financial
targets used in both the short and long-term incentive plans are
appropriately set and if not achieved, result in a large percentage reduction
in compensation. |
| | | The
Companys equity awards under the Executive Long-Term Incentive Plan provide
for a conservative five-year vesting, except in limited circumstances
involving performance shares for completed cycles upon executive retirement. |
| | | Stock
ownership guidelines are in place for our named executive officers and other
executive officers. |
| | Compensation Principles and Practices | |
| Principles of Wileys Executive
Compensation Program | The
following principles and practices shaped the design and implementation of
our compensation program for fiscal year 2011. 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. |
| --- | --- | --- |
| | | Senior
executives, including the NEOs, 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 a report based on 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 report 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 relative to the size of the Company. |
| Role of Compensation Consultant | The
executive compensation consultant reports directly to the Committee, and
works collaboratively with management with regard to the administration and
any required analysis in support of the executive compensation program.
Effective in December 2010, the Committee engaged the firm of Frederic W.
Cook & Co., (Cook) as its independent compensation consultant. Prior to
December 2010, and with respect to fiscal year 2011 compensation, Towers
Watson provided these services to the Committee. Following are the services
provided to the Committee by both consulting firms during fiscal year 2011: | |
| | | Provide
market data and recommendations on fiscal year 2011 executive compensation,
including conference calls with the Committee and management, as needed.
(Towers Watson) |
| | | Present
the market data report with respect to fiscal year 2011 compensation at the
March 2010 Committee meeting. (Towers Watson) Attend any other meetings as
required by the Committee. |
| | | Review
the Companys executive compensation program and advise the Committee of
plans or practices that might be modified to improve effectiveness,
competitiveness and alignment with good corporate governance principles.
(Cook) |
| | | Review
the Companys executive compensation philosophy and competitive positioning
for reasonableness and appropriateness. (Towers Watson and Cook) |
| | | Advise
the Committee on management proposals, as requested. (Cook) |
| | | Undertake
special projects at the request of the Committee. (Cook) |
| | | Review
the Compensation Discussion and Analysis, compensation tables and other
compensation-related disclosures included in the Companys proxy statements.
(Cook) |
| | | Proactively
advise the Committee on best-practice ideas for governance of executive
compensation as well as areas of concern and risk in the Companys program.
(Cook) |
| | | Proactively
advise the Committee on legislative and regulatory developments related to
compensation policies and programs and compensation-related disclosure.
(Towers Watson and Cook) |

| Roles of the Committee and Management in Recommending
Compensation | 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 President
and CEO in consultation with the Committee, or by the Committee in the case
of the President and CEO, as well as with regard to the external marketplace. |
| --- | --- |
| | The
President and CEO presents compensation recommendations for the senior
executives, including the NEOs, to the Committee for its review and approval.
The Committee evaluates the performance of the President and CEO, determines
his compensation, and discusses its recommendation with the Board of
Directors in executive session. |
| | Determination of Target Compensation Levels |
| Compensation Philosophy | Our
executive compensation program for the senior executives, including the NEOs,
consists of base salaries, a target cash incentive expressed as a percent of
base salary and target long-term equity awards. Each executives base salary,
target annual cash incentive and long-term incentive award value is reviewed
annually and is adjusted when and if needed, depending on market conditions,
to remain competitive with the external market. The program is designed to
pay median base salaries, above-median total cash compensation for the
achievement of challenging financial targets and strategic objectives and
below-median total cash compensation when those targets are not attained.
Third quartile or above levels of compensation can be attained when
challenging, long-term financial goals are achieved and accompanied by future
share price appreciation. |
| Compensation Benchmarking | The
compensation for each senior executive position is benchmarked using
publishing/media and general industry survey data. The Committees executive
compensation consultant prepares an annual executive compensation competitive
review report, using data from the Towers Watson U.S. Media Industry Survey
and the Towers Watson U.S. General Industry Survey. The benchmarking report
prepared by Towers Watson related to fiscal year 2011 executive compensation
incorporated data from a peer group of 64 publishing companies from the 2009
Towers Watson U.S. Media Industry Survey, in addition to over 550 companies
in the 2009 Towers Watson U.S. General Industry Survey. For the senior
executives who lead our three global businesses, only the publishing / media
industry survey data is used, since that represents the competitive market
for the leaders of our global businesses. For corporate executives, the data
is weighted two thirds to the publishing / media industry data and one-third
to general industry data, recognizing that the competitive market for our
corporate executives is broader than the publishing / media industry. The
executive compensation consultant presents its review to the Committee at its
March meeting as a way of assisting the Committee in ascertaining the
competitiveness of the executive compensation program within our core
publishing and information business, as well as the general industry. |
| | Each
year, compensation decisions covering base salary, annual incentives and
stock-based awards are primarily driven by assessments of individual and
Company performance. Comparisons are also made to the compensation survey
data. Individual annual and long-term incentive payments from preceding years
are not a significant factor in determining recommendations for the total
compensation opportunity for an upcoming year. |
| | Compensation
for the President and CEO is established using the same process and
philosophy previously discussed for the other senior executives, including
the NEOs. The Committee establishes the President and CEOs base salary,
target annual incentive and stock-based awards using the executive
compensation competitive review report based on an independently researched
compensation survey prepared annually by the executive compensation
consultant. In addition, the President and CEOs compensation relative to the
next two highest-compensated executives is evaluated. |
| Pay Mix | As
noted more fully below and in other sections of this Proxy Statement, a
significant portion of target total direct compensation (defined as base
salary, target annual incentives and the target value of stock-based awards)
granted to our NEOs in fiscal year 2011 is aligned closely with shareholder
interests, since it is based on the attainment of annual and long-term
financial objectives, which we believe drive shareholder value. The following
graph illustrates the average pay mix for our NEOs in fiscal year 2011. (We
have excluded the pay mix for our former |

| | President
and CEO since he did not receive target equity awards in fiscal year 2011
given his planned retirement.) Our current and former President and CEO, and
our Executive Vice President, Chief Financial and Operations Officer have a
heavier weight on long-term variable compensation (and corresponding lighter
weight on cash compensation) than our other senior executives, to reflect
their primary impact on Company results and to ensure alignment with
shareholder interests. |
| --- | --- |
| | Fiscal Year 2011 Average NEO Pay Mix |
| | ● |
| | We
believe that this incentive design provides strong motivation to focus on
attaining results that create shareholder value. |
| | Compensation Elements |
| Base Salaries | Base
salaries are provided to our senior executives, including our NEOs, for
performing their day-to-day responsibilities. Competitive base salaries allow
the Company to attract and retain executive talent. The base salaries of our
NEOs are based on a review of the competitive median marketplace for
equivalent executive positions as previously discussed, assessment of the
senior executives individual performance by the President and CEO (or in the
case of the President and CEO, by the Committee), internal pay relationships
among senior executives based on relative duties and responsibilities, the
individuals future advancement potential, and the Companys annual merit
budget. Base salary increases, if any, are effective July 1 of each year. For
fiscal year 2011, the Companys US merit budget was 3%, and the NEOs salary
increases ranged from 3.3% to 4.2%, with the exception of Mr. Miron, who
received an 18.4% increase commensurate with his promotion to SVP of the
Scientific, Technical, Medical and Scholarly publishing business. |
| Annual Incentives | Annual
incentives are intended to motivate and reward senior executives for
achieving short-term business objectives that drive Company and business unit
performance. Annual incentives are payable for the achievement of annual
financial performance goals established by the Committee and for individual
performance and contributions. The financial goals represent 75% of the
targeted annual incentive, and strategic objectives represent 25% of the
targeted annual incentive, to ensure payment of annual incentives is
commensurate with Company, and where applicable, business unit performance.
Payouts, if any, can range from 0 to 200% of the target incentive, depending
on the level of achievement of financial goals and strategic objectives
between threshold and outstanding levels of performance. Financial goals are
based upon a strategic plan presented to and approved by the Board of
Directors annually. At the end of the performance cycle a payout factor is
calculated using actual results against the target for the financial
measures. This results in a payout from 0 to 200% for financial objectives. A
rating from 0 to 200% is also established for performance on strategic
objectives. The results are combined to produce an annual incentive award of
between 0 and 200% of the targeted award |

| for each executive participating in the plan. Quantitative and
qualitative strategic objectives are set based on the following over-arching
goals: | |
| --- | --- |
| | Increase profitability, cash flow and return on investment |
| | Build long-term relationships with our customers |
| | Enhance Wileys position as the place to be for all shareholders |
| The
Company uses a Performance Management Program that measures performance
against financial goals approved by the Committee as well as other
quantitative and qualitative strategic objectives established at the
beginning of the fiscal year. The Committee approves the strategic objectives
of the President and CEO, evaluates his performance and discusses its
recommendation with the Board of Directors in executive session. The
President and CEO evaluates the performance of the members of the senior
executives, including the NEOs, and presents his ratings to the Committee for
its review and approval. | |
| Following
are the fiscal year 2011 target annual incentives for the NEOs: | |

| Named
Executive Officer | |
| --- | --- |
| William J. Pesce | 135 % |
| Stephen M. Smith | 100 % |
| Ellis E. Cousens | 100 % |
| Gary Rinck | 75 % |
| Steven J. Miron | 90 % |

| The former President and CEOs higher target incentive reflects his
more extensive duties and responsibilities and is commensurate with the
competitive market. Over 57% of Mr. Pesces targeted fiscal year 2011 cash
compensation was variable, to ensure alignment between pay and Company
performance. |
| --- |
| For fiscal year 2011, the corporate performance measures used were
revenue, EPS and normalized FCF weighted at 30%, 40% and 30%, respectively. Performance
goals for individual businesses were based on revenue and EBITA, weighted at
40% and 60%, respectively. These performance measures are relevant measures
of our corporate and business unit success and align shareholder and
executive interests. The relative weight on the profit measure(s) ensures an
appropriate distribution of incentives paid vis-a-vis what is retained by the
Company in pre-tax income. |
| In fiscal year 2011, in comparison to the target goals set by the
Committee for annual incentive purposes (see table immediately following),
and including the impact of the Borders bad debt provision, revenue
achievement was 98.7% of target, EPS achievement was 101.9% of target, and
normalized FCF achievement was 133.0% of target, for a cumulative payout of
139.4% of target for the corporate performance measure. |

| Financial
Objective | 2011 Threshold Performance Level | 2011 Target Amount | 2011 Outstanding Performance Level | 2011 Results |
| --- | --- | --- | --- | --- |
| Revenue ($000) | 95% | $1,704,000 | 104% | $1,681,000 |
| EPS | 95% | $2.64 | 105% | $2.69 |
| Normalized FCF ($000) | 93% | $195,000 | 110% | $259,400 |

Note: Financial results used for incentive payment purposes are adjusted to budgeted foreign exchange rates. Certain items and events may be excluded as permitted by the shareholder-approved 2009 Executive Annual Incentive Plan. For fiscal year 2011, the principal exclusion was a non-cash tax benefit due to a reduction in the United Kingdom statutory income tax rate. Free cash flow is defined by the Company as cash from operating activities less cash used for investing activities excluding acquisitions.

Following are the actual fiscal year 2011 annual incentives paid to the NEOs as a percentage of target:

| Named
Executive Officer | |
| --- | --- |
| William J. Pesce | 155 % |
| Stephen M. Smith | 155 % |
| Ellis E. Cousens | 137 % |
| Gary Rinck | 132 % |
| Steven J. Miron | 121 % |

Long-Term Stock-Based Incentives
	Performance shares are
used to encourage ownership and retention, and are payable for the
achievement of three-year corporate financial performance goals established
by the Committee. The use of corporate performance measures focuses the
senior executives on the overall success of the Company, which is where
shareholder value is reflected. Financial goals are based upon a strategic
plan presented to and approved by the Board of Directors annually. At the end
of the performance cycle a payout factor is calculated based on actual
results against the threshold, target and outstanding performance levels,
resulting in a payout from 0 to 200% of the targeted number of performance
shares.
	For the fiscal year 2009-11 performance cycle, EPS was the sole
performance measures used because the Company did not have sufficient history
of cash flow performance including Blackwell (the largest acquisition in the
Companys history) when setting targets for this cycle. Future performance
cycles include both EPS and cash flow, weighted at 60% and 40%, respectively.
These performance measures are meaningful measures of our financial health,
drivers of shareholder value, and the focus of the long-term investors the
Company wishes to attract.
	For the fiscal year 2009-11 performance cycle, in comparison to the
target goals set by the Committee for long-term incentive purposes prior to
the global recession (see table immediately following), EPS achievement was
79.2% of target, resulting in no payout of shares for this performance cycle.

| Financial
Objective | FY2009-11 Threshold Performance Level | FY2009-11 Target Amount | FY2009-11 Outstanding Performance Level | FY2009-11 Results |
| --- | --- | --- | --- | --- |
| EPS | 93% | $3.75 | 107% | $2.97 |

	Note:
	Stock options are
used to align the interests of management with those of the Companys
shareholders, and are designed to provide long-term equity-based compensation
tied to future appreciation of Wileys common stock price.

| Retirement and Post-Employment Benefits | Target
equity grants for the NEOs for the fiscal year 2011-13 performance cycle are
detailed in the Summary Compensation and Grants of Plan-Based Awards tables. — All NEOs
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. | |
| --- | --- | --- |
| | | Nonqualified Supplemental Benefit Plan (the
Excess Plan). The Excess Plan was adopted by the
Board of Directors to restore benefits that cannot be provided under the
Retirement Plan of John Wiley & Sons, Inc. due to limitations imposed by
the Internal Revenue Code. |
| | | Supplemental Executive Retirement Plan (the
SERP). To assure that executives were provided
with an adequate retirement income, and to attract and retain executive
talent, the Company implemented the SERP which was later amended. The SERPs
are more fully described on pages 3738. |
| | | Deferred Compensation Plan. The
Deferred Compensation Plan was adopted by the Board of Directors to address
the opportunity to defer compensation for those executives who are not able
to take full advantage of the Companys qualified Savings Plan because of tax
rules limiting contributions. |
| Health and Welfare Benefits | The
Company provides a number of health and welfare benefits, such as medical
insurance, dental insurance, life insurance and long-term disability
insurance to all U.S.-based colleagues, including the NEOs. These benefits
are competitive with those provided by other companies in the publishing /
media and general industries and are provided primarily for the well-being of
Wiley colleagues, and at the same time enhance Wileys attractiveness as an
employer of choice. | |
| Perquisites and Other Benefits | The
Company provides limited perquisites and other personal benefits to the NEOs,
of which the incremental cost to the Company in the aggregate is generally in
the range of $9,000 to $21,000 annually. These benefits are provided
primarily for the financial security and productivity of the executives,
which allows greater focus on Wiley business activities. These limited
perquisites include financial planning and tax preparation, an allowance for
business and health club memberships, parking in the headquarters building,
and an annual physical examination. Beginning May 1, 2011, we eliminated tax
gross-ups for perquisites provided to our executive officers. Any taxes on
perquisites are now paid by the executives. | |
| Post-Employment Benefits | Depending
on the circumstances of their termination, the NEOs are eligible to receive
severance benefits in the form of base salary as a lump-sum payment, annual
incentive, healthcare benefits and accelerated vesting of all equity as
determined by the provisions in their employment agreements, which are
discussed in detail starting on page 39. Under a dismissal without cause or
constructive discharge following a change of control, the Company provides
these severance benefits because it serves the best interest of the Company
and its shareholders to have executives focus on the business merits of
mergers and acquisitions without undue concern for their personal financial
outcome. In the case of a without cause termination or constructive discharge
absent a change in control, the Company believes it is appropriate to provide
severance at these levels to ensure the financial security of these
executives, particularly in view of our non-compete agreements which state that
for twelve months following termination the executive will not compete with
the Company, or solicit customers or employees of the Company. | |
| | Other Compensation Policies | |
| 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 for the President and CEO were increased to six times base salary
(from four times) beginning in fiscal year 2012. The ownership guideline for
the other senior executives, including the NEOs, is two and one-half times
base salary. Shares counted toward the ownership guidelines include: | |

| | | Shares owned outright — Half of the performance shares earned ( i.e. where the performance cycle has been completed) but
not yet vested. (Assumes half will be surrendered to pay taxes.) |
| --- | --- | --- |
| | | Half of any time-based restricted shares granted. (Assumes half will
be surrendered to pay taxes.) |
| | Participants
have five years in which to attain these guidelines. All of the fiscal year
2011 NEOs with at least five years as a senior executive have met or exceeded
their targeted shareholdings. | |
| | Beginning
with the fiscal year 2012 equity grants (awarded in June 2011), we have
eliminated the five-year compliance requirement and implemented stock
retention requirements for our executive officers, including the NEOs, that
require retention of 50% of the net shares acquired upon the exercise of
stock options or the payment or vesting of any performance shares and
restricted stock until the executive satisfies our stock ownership salary
multiple. | |
| Clawback Policy | To insure
that our compensation program does not encourage excessive risk taking, in
July 2010 we introduced a clawback provision in both the annual and long-term
incentive plans covering the top 350 colleagues in the Company. The clawback
provision allows the Company to recoup incentive payments to covered
incentive participants in the event that the Company needs to restate its
financial results because of fraud, gross negligence or intentional
misconduct on the part of one or more employees and/or because of material
non-compliance with Securities laws. | |
| Tax Deductibility of Compensation | 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
2009 Key Employee Stock Plan and the 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. | |
| | Closing Statement | |
| | The executive compensation program discussed here is based on our
beliefs that: | |
| | | The quality of our leadership is among the most important
determinants of the 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: — Name [a]	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	2011	1,009,167	685,124			1,432,597	2,172,458	28,680	5,328,026
	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
Ellis E. Cousens	2011	616,667	201,500	400,200	796,250	648,210	644,720	38,878	3,346,425
	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
Stephen M. Smith	2011	620,833	312,500	520,260	857,500	653,438	1,033,984	317,894	4,316,409
	2010	600,396	225,000	455,520	811,300	668,700	1,273,659	420,545	4,455,120
Gary Rinck	2011	467,500	96,938	240,120	306,250	368,538	433,817	22,836	1,935,999
Steven J. Miron	2011	440,000	138,600	200,100	306,250	342,293	433,735	26,735	1,887,713

| (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 2011 is divided between columns (d) and (g). The
amount shown in column (g) was earned based on the achievement of
pre-established corporate and, in the case of Mr. Miron, 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
current and future fiscal years. | |
| (e): | The
amounts reported in this column for Messrs. Pesce, Cousens, Smith, Rinck and Miron
consist of restricted performance shares granted under the Companys 2004 and
2009 Key Employee Stock Plans. These amounts represent the value at the grant
date based on the probable outcome of the performance conditions under the
awards. Maximum value payouts are 200% of target, and will only occur if the
Company reaches preset outstanding performance benchmarks. The 2010 amount
reported in this column for Mr. Pesce includes a December 2009 grant of
30,000 restricted shares awarded under the 2009 Key Employee Stock Plan. To
calculate the fair value of the awards, the market price on the date of grant
is used in accordance with the FASB ASC Topic 718, Stock Compensation. Refer
to Notes 2 and 16 in the Notes to the Consolidated Financial Statements in
the Companys 2011 Annual Report for the assumptions used in determining FAS
ASC Topic 718, Stock Compensation values. | |
| (f): | The
amounts reported in this column include stock options granted under the
Companys 2004 and 2009 Key Employee Stock Plans. The assumptions used to
calculate the stock option award values are in accordance with FASB ASC Topic
718, Stock Compensation. Refer
to Notes 2 and 16 in the Notes to the Consolidated Financial Statements in
the Companys 2011 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. | |
| (h): | 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, 2010 to April 30, 2011. | |
| (i): | All
Other Compensation includes the following in 2011: | |
| | | Employer
contributions to the Company 401(k) plan and Deferred Compensation Plan for
Messrs. Pesce, Cousens, Smith Rinck and Miron are valued at $7,350, 17,390,
$17,942, $13,739 and $8,050 respectively. |

| | Perquisites
(financial planning, club membership fees, parking benefits) for Messrs.
Pesce, Cousens, Smith, Rinck and Miron, valued at $13,960, $13,960, $11,560,
$6,900 and $8,720, respectively. |
| --- | --- |
| | The
Company agreed to cover Mr. Smiths US housing for a 2-year period through fiscal
year 2011, since he also maintains a residence in the UK for his children who
remain in school in the UK. In fiscal year 2011, the housing expenses
amounted to $281,503. This housing allowance ceased when Mr. Smith became
President and CEO on May 1, 2011. |
| | In
calendar year 2010, Messrs. Pesce, Cousens, Smith, Rinck and Miron received
reimbursement for taxes on the value of all perquisites in the amounts of
$7,369, $7,528, $6,889, $2,198 and $9,965, respectively. Gross-ups on
perquisites were eliminated beginning May 1, 2011. |

Grants of Plan-Based Awards Table:
							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 Possible 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	6/16/2010	256,922	1,027,688	2,055,376
Ellis E. Cousens	6/16/2010	116,250	465,000	930,000
	6/24/2010				2,500	10,000	20,000		40.02	400,200
	6/24/2010							65,000	40.02	796,250
Stephen M. Smith	6/16/2010	117,188	468,750	937,500
	6/24/2010				3,250	13,000	26,000		40.02	520,260
	6/24/2010							70,000	40.02	857,500
Gary Rinck	6/16/2010	66,094	264,375	528,750
	6/24/2010				1,500	6,000	12,000		40.02	240,120
	6/24/2010							25,000	40.02	306,250
Steven J. Miron	6/16/2010	74,250	297,000	594,000
	6/24/2010				1,250	5,000	10,000		40.02	200,100
	6/24/2010							25,000	40.02	306,250

| (c) to (e): | Represents
the annual incentives for fiscal year 2011 that are based on achievement of
financial goals. Financial performance measures and relative weighting of
each performance measure, as well as the threshold, target and outstanding
levels of performance, are set at the beginning of the fiscal year. Revenue,
profit and cash flow were the performance measures used for fiscal year 2011.
No annual incentive is payable unless the threshold performance level is
reached for one of the performance measures. Actual payouts for the portion
of the fiscal year 2011 annual incentive plans that are based on achievement
of financial goals are indicated in column (g) of the Summary Compensation
Table. |
| --- | --- |
| (f) to (h): | Represents
the restricted performance share awards granted for the 2011 through 2013
performance period pursuant to the 2009 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 FY2011-13
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 50% on April 30, 2014 and the remaining 50% on April 30, 2015.
Given Mr. Pesces planned retirement, no performance shares were granted in
fiscal year 2011. |
| (j): | Option
grants are awarded on an annual basis, have terms of ten years and vest 50%
on April 30 the fourth year after grant and 50% on April 30 the fifth year
after grant. All employees stock options have exercise prices that are equal
to the grant date closing market price of Class A Stock. In fiscal 2011 all
executives received approximately 60% of |

| | their
targeted long-term incentive in stock options. Given Mr. Pesces planned
retirement, no stock options were granted in fiscal year 2011. |
| --- | --- |
| (k): | The
closing stock price on June 24, 2010. 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 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 $40.02 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 $12.25
Black-Scholes value. Refer to Note 16 in the Notes to the Consolidated
Financial Statements in the Companys 2011 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 [a]	Number of Securities Under- lying Unexer- cised Options (#) Exercisable [b]	Number of Securities Underlying Unexer- cised Options (#) Unexer- cisable [c]	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) [d]	Option Exercise Price ($) [e]	Option Expiration Date [f]	Number of Shares or Units of Stock That Have Not Vested (#) [g]		Market Value of Shares or Units of Stock That Have Not Vested ($) [h]	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) [i]		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) [j]
William J. Pesce	185,000			$38.55	4/30/2014				40,000	(3)	2,037,200
	190,000			$33.05	4/30/2014
	100,000			$48.46	4/30/2014
		100,000	(1 )	$48.46	4/30/2014
		200,000	(2 )	$47.55	4/30/2014
		100,000	(3 )	$35.04	4/30/2014
		100,000	(3 )	$35.04	7/29/2014
Ellis E. Cousens	55,000			$25.32	6/17/2013	5,586	(1)	284,495
	60,000			$31.89	6/22/2014				32,000	(3)	1,629,760
	60,000			$38.55	6/21/2015				10,000	(4)	509,300
	60,000			$33.05	6/21/2016
	32,500			$48.46	6/27/2017
		32,500	(1 )	$48.46	6/27/2017
		65,000	(2 )	$47.55	6/25/2018
		130,000	(3 )	$35.04	6/24/2019
		65,000	(4 )	$40.02	6/23/2020
Stephen M. Smith	17,026			$24.95	6/19/2012	2,328	(1)	118,565
	16,920			$25.32	6/17/2013				13,000	(3)	662,090
	17,205			$31.89	6/22/2014				13,000	(4)	662,090
	17,205			$38.55	6/21/2015
	22,940			$33.05	6/21/2016
	14,337			$48.46	6/27/2017
		14,338	(1 )	$48.46	6/27/2017
		28,675	(2 )	$47.55	6/25/2018
		70,000	(3 )	$35.04	6/24/2019
		70,000	(4 )	$40.02	6/23/2020
Gary Rinck	25,000			$31.89	6/22/2014	2,793	(1)	142,247
	25,000			$38.55	6/21/2015				6,000	(3)	305,580
	25,000			$33.05	6/21/2016				6,000	(4)	305,580
	15,000			$48.46	6/27/2017
		15,000	(1 )	$48.46	6/27/2017
		30,000	(2 )	$47.55	6/25/2018
		30,000	(3 )	$35.04	6/24/2019
		25,000		$40.02	6/23/2020
Steven J. Miron	2,500			$25.32	6/17/2013	745	(1)	37,943
	5,000			$31.89	6/22/2014				2,300	(3)	117,139
	6,000			$38.55	6/21/2015				5,000	(4)	254,650
	4,900			$33.05	6/21/2016
	2,200			$48.46	6/27/2017
		2,200	(1 )	$48.46	6/27/2017
		4,600	(2 )	$47.55	6/25/2018
		7,000	(3 )	$35.04	6/24/2019
		25,000	(4 )	$40.02	6/23/2020

| (1) | Remaining
50% of award vests on April 30, 2012 |
| --- | --- |
| (2) | Award
vests 50% on April 30, 2012 and 50% on April 30, 2013 |
| (3) | Award
vests 50% on April 30, 2013 and 50% on April 30, 2014, subject to attainment
of performance objectives. |

| (4) | Award vests 50% on April 30, 2014 and 50% on April 30, 2015, subject
to attainment of performance objectives. |
| --- | --- |
| (5) | Award vests 100% on April 30, 2012 |
| (e): | The exercise price of all stock options may not be less than 100% of
the fair market value of the stock on the date of grant. |
| (f): | Stock options have a term of 10 years. Stock options continue to vest
and can be exercised for three years following retirement, as is the case for
Mr. Pesce. |
| (g): | Represents the remaining half of the restricted performance shares
earned for the 2008 to 2010 long-term incentive cycle which will vest on
April 30, 2012. |
| (h) and (j): | Based on the April 29, 2011 closing market price of Class A stock of
$50.93. |
| (i): | Represents the target number of restricted performance shares granted
but yet-to-be earned for the 2010-2012 and 2011-2013 long-term incentive
cycles. The 2010-2012 shares, if earned, will vest half on April 30, 2013 and
half on April 30, 2014. The 2011-2013 shares, if earned, will vest half on April
30, 2014 and half on April 30, 2015. |

Option Exercises and Stock Vested Table:	Option Awards		Stock Awards
Name [a]	Number of Shares Acquired on Exercise (#) [b]	Value Realized on Exercise ($) [c]	Number of Shares Acquired on Vesting (#) [d]	Value Realized on Vesting ($) [e]
William J. Pesce	334,000	4,373,275	67,414	3,433,395
Ellis E. Cousens	0	0	16,733	852,212
Stephen M. Smith	0	0	6,044	307,821
Gary Rinck	0	0	8,367	426,131
Steven J. Miron	0	0	2,031	103,439

| (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 2007-09 and 2008-10 Executive Long-Term Incentive Programs on April 30,
2011, 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 closing market price of Class A stock
on April 29, 2011. (April 30, 2011 was a Saturday.) |

Pension Benefits Table: — Name [a]	Plan [b]	Number of Years Credited Service (#) [c]	Present Value of Accumulated Benefit ($) [d]
William Pesce	Qualified Plan	22	697,099
	Excess Plan	22	2,572,131
	SERP	22	10,957,935
Ellis Cousens	Qualified Plan	10	310,137
	Excess Plan	10	1,109,793
	SERP	10	4,201,329
Stephen Smith	Qualified Plan	9	208,002
	Excess Plan	9	279,521
	SERP	19	839,320
	UK Plan	10	1,493,579
	UK SERP	10	1,682,997
Gary Rinck	Qualified Plan	7	115,116
	Excess Plan	7	444,788
	SERP	7	2,214,601
Steven Miron	Qualified Plan	15	217,815
	Excess Plan	15	191,454
	SERP	15	970,482

| (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 |

| |
| --- |
| 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, 2011,
calculated using the same assumptions in footnote [14] of the Companys
financial statements, except that the SERP benefit for Messrs. Pesce, Cousens
and Rinck calculated under the 1989 SERP has no mortality assumption and
under the 1989 and 2005 SERP, no recognition of future salary increases or
pre-retirement mortality. |
| A
description of each plan follows. |

| The Employees Retirement Plan of John Wiley & Sons, Inc. (the
Qualified Plan) | | |
| --- | --- | --- |
| 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, Miron, and Rinck is $88,581, $35,074, $17,480, $18,841, and
$3,399, respectively. | | |
| Messrs.
Pesce, Cousens and Smith are eligible for early retirement under this plan. | | |

| The Nonqualified Supplemental Benefit 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, Cousens and Smith 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. Messrs. Pesce, Cousens and Rinck 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 and Smith are eligible for early retirement under this plan. | |

Nonqualified Deferred Compensation (NQDC) Table: — Name (a)	Executive Contributions in Last FY ($) (b)	Registrant Contributions in Last FY ($) (c)	Aggregate Earnings in Last FY ($) (d)	Aggregate Withdrawals/ Distributions ($) (e)	Aggregate Balance at Last FYE ($) (f)
William J. Pesce	N/A	N/A	853,839	162,177	5,021,624
Ellis E. Cousens	12,105	9,852	4,245	N/A	113,225
Stephen M. Smith	12,103	10,357	4,708	N/A	118,040
Gary M. Rinck	210,352	6,151	168,850	N/A	1,366,707

| 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: |

| Deferred
Compensation Funds | Rate of Return for 1 year ending 04/30/2011 |
| --- | --- |
| Vanguard VIF Money Market | 24.00 % |
| Fidelity VIP Investment
Grade Bond Svc | 6.31 % |
| T. Rowe Price Personal
Strategy Balanced | 15.10 % |
| American Funds IS Growth-Income
2 | 13.69 % |
| Fidelity VIP Equity Income
Svc | 15.86 % |
| Fidelity VIP Index 500
Initial | 17.17 % |
| Janus Aspen Forty Svc | 8.78 % |
| Fidelity VIP Mid Cap Svc | 24.02 % |
| Oppenheimer VA Main Street
Small Cap NS | 20.24 % |
| Gartmore NVIT International
Growth I | 22.54 % |
| Northwestern Mutual Life
Insurance | 6.10 % |

| 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 Tables:
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	$ 3,045,000	$ 3,045,000
Severance Annual Incentive	$ 0	$ 0	$ 4,110,750	$ 4,110,750
Prorated Annual Incentive	$ 0	$ 0	$ 2,117,721	$ 1,370,250
ELTIP Restricted Performance Shares	$ 0	$ 0	$ 2,037,200	$ 2,037,200
Restricted Stock (Performance Shares Earned but Not Vested) (1)	$ 0	$ 0	$ 0	$ 0
Stock Options (2)	$ 0	$ 0	$ 0	$ 4,101,000
Benefits (3)	$ 0	$ 0	$ 40,279	$ 40,279
SERP (4)	$ 10,069,457	$ 10,069,457	$ 10,069,457	$ 13,026,702
Excess Plan (4)	$ 2,543,536	$ 2,543,536	$ 2,543,536	$ 2,543,536
Qualified Plan (4)	$ 704,045	$ 704,045	$ 704,045	$ 704,045
NQDC (5)	$ 5,021,624	$ 5,021,624	$ 5,021,624	$ 5,021,624
280G Tax Gross-up (6)	$ 0	$ 0	$ 0	$ 0
Total:	$ 18,338,662	$ 18,338,662	$ 29,689,612	$ 36,000,386

| | Vesting
accelerates in all 4 termination scenarios since the executive has achieved
age 55 and 10 years of service criteria. Given Mr. Pesces April 30, 2011
retirement, all performance shares earned but not yet vested automatically
vested on that date. |
| --- | --- |
| (2) | Reflects
the intrinsic value of those stock options that become vested because of the
change of control based on the 4/30/2011 closing stock price ($50.93). |
| (3) | Presumes
benefits are similar to those available to salaried employees and therefore
only need to be disclosed in the dismissal columns. |
| (4) | Amounts
shown are lump sum values (based on the PPA mortality table and the Section
417(e)(3) segment rates in effect for May 2011), even though plan documents
only permit annuity payments, except on termination following a change of
control. Annual benefits are: |
| Qualified:
$52,774 / year as a life annuity Excess: $190,659 / year as a life annuity SERP: $1,211,638 / year as a 10 year certain | |
| (5) | Balance
is paid as a lump sum on termination following a change of control; otherwise
balance is paid in approximately equal installments over 15 years. |
| (6) | Excise
tax gross ups will be eliminated early in fiscal year 2012. |

| 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 | $ 930,000 | $ 1,240,000 |
| Severance Annual Incentive | $ 0 | $ 0 | $ 0 | $ 1,240,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 0 | $ 620,000 |
| ELTIP Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 2,139,060 |
| Restricted Stock (Performance Shares Earned but Not Vested) (1) | $ 284,495 | $ 284,495 | $ 284,495 | $ 284,495 |
| Stock Options (2) | $ 0 | $ 0 | $ 0 | $ 3,074,825 |
| Benefits (3) | $ 0 | $ 0 | $ 29,111 | $ 38,814 |
| SERP (4) | $ 3,850,524 | $ 3,850,524 | $ 3,850,524 | $ 5,263,242 |
| Excess Plan (4) | $ 1,112,253 | $ 1,112,253 | $ 1,112,253 | $ 1,112,253 |
| Qualified Plan (4) | $ 317,922 | $ 317,922 | $ 317,922 | $ 317,922 |
| NQDC (5) | $ 113,225 | $ 113,225 | $ 113,225 | $ 113,225 |
| 280G Tax Gross-up (6) | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 5,678,419 | $ 5,678,419 | $ 6,637,529 | $ 15,443,836 |

| | Vesting
accelerates in all 4 termination scenarios since the executive has achieved
age 55 and 10 years of service criteria. |
| --- | --- |
| (2) | Reflects
the intrinsic value of those stock options that become vested because of the
change of control based on the 4/30/2011 closing stock price ($50.93). |
| (3) | Presumes
benefits are similar to those available to salaried employees and therefore
only need to be disclosed in the dismissal columns. |
| (4) | Amounts
shown are lump sum values (based on the PPA mortality table and the Section
417(e)(3) segment rates in effect for May 2011), even though plan documents
only permit annuity payments, except on termination following a change of
control. Annual benefits are: |
| Qualified:
$23,504 / year as a life annuity Excess: $82,229 / year as a life annuity SERP: $463,326 / year as a 10 year certain | |
| (5) | Balance
is paid as a lump sum on termination following a change of control; otherwise
balance is paid in approximately equal installments over 15 years. |
| (6) | Excise
tax gross ups will be eliminated early in fiscal year 2012. |

| 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 | $ 1,250,000 | $ 1,250,000 |
| Severance Annual Incentive | $ 0 | $ 0 | $ 0 | $ 1,250,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 0 | $ 625,000 |
| ELTIP Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 1,324,180 |
| Restricted Stock (Performance Shares Earned but Not Vested) (1) | $ 118,565 | $ 118,565 | $ 118,565 | $ 118,565 |
| Stock Options (2) | $ 0 | $ 0 | $ 0 | $ 2,008,335 |
| Benefits (3) | $ 0 | $ 0 | $ 38,814 | $ 38,814 |
| SERP (4) | $ 836,852 | $ 836,852 | $ 836,852 | $ 3,051,255 |
| Excess Plan (4) | $ 1,904,696 | $ 1,904,696 | $ 1,904,696 | $ 1,904,696 |
| Qualified Plan (4) | $ 1,447,535 | $ 1,447,535 | $ 1,447,535 | $ 1,447,535 |
| NQDC (5) | $ 118,040 | $ 118,040 | $ 118,040 | $ 118,040 |
| 280G Tax Gross-up (6) | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 4,425,688 | $ 4,425,688 | $ 5,714,502 | $ 13,136,420 |

(1) Vesting accelerates in all 4 termination scenarios since the executive has achieved age 55 and 10 years of service criteria.

| | Reflects
the intrinsic value of those stock options that become vested because of the
change of control based on the 4/30/2011 closing stock price ($50.93). |
| --- | --- |
| (3) | Presumes
benefits are similar to those available to salaried employees and therefore
only need to be disclosed in the dismissal columns. |
| (4) | Amounts
shown are lump sum values (based on the PPA mortality table and the Section
417(e)(3) segment rates in effect for May 2011), even though plan documents
only permit annuity payments, except on termination following a change of
control. Annual benefits are: |
| Qualified:
$77,961 / year as a life annuity | |
| Excess:
$135,048 / year as a life annuity | |
| SERP:
$59,335 / year as a 10 year certain | |
| (5) | Balance
is paid as a lump sum on termination following a change of control; otherwise
balance is paid in approximately equal installments over 15 years. |
| (6) | Excise
tax gross ups will be eliminated early in fiscal year 2012. If Mr. Smith was
dismissed without cause, or resigned for good reason following a CoC on April
30, 2011, his excise tax gross up would have been $1,636,470. |

| Gary
Rinck — 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 | $ 470,000 | $ 940,000 |
| Severance Annual Incentive | $ 0 | $ 0 | $ 0 | $ 705,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 0 | $ 352,500 |
| ELTIP Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 611,160 |
| Restricted Stock (Performance Shares Earned but Not Vested) | $ 0 | $ 0 | $ 0 | $ 142,247 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 887,900 |
| Benefits (2) | $ 0 | $ 0 | $ 10,364 | $ 13,819 |
| SERP (3) | $ 2,368,426 | $ 2,368,426 | $ 2,368,426 | $ 3,216,047 |
| Excess Plan (3) | $ 448,434 | $ 448,434 | $ 448,434 | $ 448,434 |
| Qualified Plan (3) | $ 160,660 | $ 160,660 | $ 160,660 | $ 160,660 |
| NQDC (4) | $ 1,366,707 | $ 1,366,707 | $ 1,366,707 | $ 1,366,707 |
| 280G Tax Gross-up (5) | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 4,344,227 | $ 4,344,227 | $ 4,824,591 | $ 8,844,474 |

| Steven J.
Miron — 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 | $ 660,000 | $ 880,000 |
| Severance Annual Incentive | $ 0 | $ 0 | $ 0 | $ 792,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 0 | $ 396,000 |
| ELTIP Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 371,789 |
| Restricted Stock (Performance Shares Earned but Not Vested) | $ 0 | $ 0 | $ 0 | $ 37,943 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 404,962 |
| Benefits (2) | $ 0 | $ 0 | $ 31,622 | $ 42,163 |
| SERP (3) | $ 668,622 | $ 668,622 | $ 668,622 | $ 2,924,162 |
| Excess Plan (3) | $ 140,148 | $ 140,148 | $ 140,148 | $ 140,148 |
| Qualified Plan (3) | $ 165,962 | $ 165,962 | $ 165,962 | $ 165,962 |
| NQDC (4) | $ 0 | $ 0 | $ 0 | $ 0 |
| 280G Tax Gross-up (5) | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 974,732 | $ 974,732 | $ 1,666,354 | $ 6,155,129 |

| | Reflects
the intrinsic value of those stock options that become vested because of the
change of control based on the 4/30/2011 closing stock price ($50.93). |
| --- | --- |
| (2) | Presumes
benefits are similar to those available to salaried employees and therefore
only need to be disclosed in the dismissal columns. |
| (3) | Amounts
shown are lump sum values (based on the PPA mortality table and the Section
417(e)(3) segment rates in effect for May 2011), even though plan documents
only permit annuity payments, except on termination following a change of
control. Annual benefits are as follow: |
| Qualified:
$36,099 / year as a life annuity | |
| Excess:
$30,484 / year as a life annuity | |
| SERP:
$145,434 / year as a 10 year certain | |
| (4) | Mr.
Miron does not participate in the Non-qualified Deferred Compensation (NQDC)
plan. |
| (5) | Excise
tax gross ups will be eliminated early in fiscal year 2012. If Mr. Miron was
dismissed without cause, or resigned for good reason following a CoC on April
30, 2011, his excise tax gross up would have been $672,928. |
| 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, 2011. 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, 2011. | |
| Under
the 2004 and 2009 Key Employee Stock Plan, the Committee may elect to
accelerate the vesting of performance stock which has been earned but not
vested for a retiring executive. Payout for current cycles will be made in
shares following the end of the performance cycle. | |
| The
named officers and certain other executives are covered by employment
agreements which provide for the following in the event of a without cause
termination or constructive discharge without a change of control: | |

| | Severancebase
salary: Mr. Pesce36 months; Mr. Smith24 months; Messrs. Cousens and
Miron18 months; Mr. Rinck12 months. Mr. Smiths base salary severance
remains at 24 months as President and CEO. |
| --- | --- |
| | Severanceannual target
incentiveMr. Pesce3 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. |
| --- | --- |
| | Company-paid health and welfare benefits, for their respective
severance periods: Mr. Pesce36 months; Mr. Smith24 months; Messrs. Cousens
and Miron18 months; Mr. Rinck12 months. |
| The named
officers and certain other executives are covered by employment agreements
which provide for the following, in the event of a without cause
termination or constructive discharge following a change of control, as
defined: | |
| | Severancebase salary: Mr. Pesce36 months; Messrs. Cousens, Smith,
Rinck and Miron24 months. Mr. Smiths base salary severance remains at 24
months as President and CEO. |
| | Severanceannual target incentiveMr. Pesce3 years; Messrs. Cousens,
Smith, Rinck and Miron2 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. If the change of control occurred on April 30, 2011, the
Company would have grossed-up the executive for this excise tax if the
amount by which the payment exceeded the excess parachute payment limit by
more than 15%; otherwise, the total payments made to the executive in
connection with the change of control would have been reduced to below the
excess parachute payment limit. Note that
excise tax gross ups will be eliminated in early fiscal year 2012. |
| 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. |
| Note
that in early fiscal year 2012, we will modify the executive employment
agreements and all equity award agreements to specify that for future equity
awards, double-trigger vesting of equity upon a change of control will apply
in cases where the acquiring company is a publicly traded company, and that
company assumes or replaces the outstanding equity. | |
| Change
of Control shall mean an event which shall occur if there is: | |

	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. | |
| 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 2010, a total of 11,144 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 eleven 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-to-one 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 2011.

Name	Fees Earned or Paid in Cash	Stock Awards	All Other Compensation	Total
Warren J.
Baker (2)(3)(5)	$55,000.00	$55,000.00	$14,756.70	$124,756.70
Richard M.
Hochhauser (2)	$55,000.00	$55,000.00	$2,917.44	$112,917.44
Kim Jones (2)(3)	$55,000.00	$55,000.00	$5,394.43	$115,394.43
Matthew S.
Kissner* (2)(3)	$65,000.00	$55,000.00	$9,512.22	$129,512.22
Raymond W.
McDaniel, Jr. (2)(3)(5)	$55,000.00	$55,000.00	$8,349.33	$118,349.33
Eduardo
Menasce* (2)	$65,000.00	$55,000.00	$2,917.44	$122,917.44
William B.
Plummer* (1)(2)(3)	$65,000.00	$55,000.00	$11,899.47	$131,899.47
Bradford
Wiley II (2)	$55,000.00	$55,000.00	$4,000.00	$114,000.00
Peter Booth
Wiley (3)(4)	$0.00	$0.00	$488,450.00	$488,450.00

| * | Committee
Chair |
| --- | --- |
| (1) | Effective January 1, 2009, Mr. Plummer has deferred receipt of his
annual cash retainer fees in the form of stock. |
| (2) | On September 16, 2010, each of our non-employee Directors received an
annual stock award of 1,393 Class A Shares based on the closing price of
$39.47. 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, $1,962.12 in interest credited to his Deferred Cash Compensation
Plan in FY2011. Also included are contributions made under the Companys
Matching Gift Program, as described above, as follows: Mr. B. Wiley $8,000
and Mr. P. Wiley $88,450 |
| (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 $400,000 as an
employee of the Company |
| (5) | Effective January 1, 2009, Messrs. Baker and McDaniel deferred
receipt of annual cash retainer fees in the form of stock until January 1,
2010. Effective January 1, 2011, Mr. McDaniel deferred receipt of his annual
cash retainer in a cash deferral account and Mr. Baker began receiving his
annual cash retainer in the form of cash. |

Name	Number of Shares Underlying Outstanding Deferred Stock Equivalents	Number of Securities Underlying Outstanding Stock Options
Warren J.
Baker	23,764.44
Richard M.
Hochhauser	4,948.27
Matthew S.
Kissner	15,342.84
Raymond W.
McDaniel, Jr.	13,685.93
Eduardo
Menascé	4,958.25
William B.
Plummer	19.803.12
Kalpana
Raina	3,017.76
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 $336,300.
The current policy expires on November 14, 2011. |
| --- | --- |
| Transactions with Directors Companies | In the
ordinary course of business, the Company and its subsidiaries may have
transactions with companies and organizations whose executive officers are
also Company directors. None of these transactions in fiscal 2011 exceeded
the threshold for disclosure under our Corporate |

| | Governance Guidelines, which is 2% of the gross revenues of either
the Company or the other organization. |
| --- | --- |
| 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 2011
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 2012 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 9, 2012. 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 2012 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 18, 2012, 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. |
| Other Matters | The
Company has not received notice from any shareholder of its intention to
bring a matter before the 2011 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 2011,
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 5, 2011

| JOHN WILEY & SONS, INC. 111 RIVER STREET HOBOKEN, NJ 07030 |
| --- |
| Use the
Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time on September 14, 2011 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 14, 2011 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: |
| --- |
| M37827-P15379 KEEP
THIS PORTION FOR YOUR RECORDS |
| DETACH AND RETURN THIS PORTION ONLY |
| THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED. |

| JOHN
WILEY & SONS, INC. | | | Withhold | For All | To
withhold authority to vote for any individual nominee(s), mark For All
Except and write the number(s) of the nominee(s) on the line below. | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | All | All | Except | | | | | |
| The Board of
Directors recommends a vote FOR all nominees and FOR proposals 2 and 3. | | | | | | | | | |
| Vote on
Directors | | o | o | o | | | | | |
| 1. | The election as directors of all
nominees listed below, except as marked to the contrary. | | | | | | | | |
| | Nominees: | | | | | | | | |
| | | | | | The Board of
Directors recommends you vote 1 year on the following proposal: | 1 Year | 2 Years | 3 Years | Abstain |
| | 01) Mari J.
Baker | 03) William B.
Plummer | | | | | | | |
| | 02) Raymond W.
McDaniel, Jr. | 04) Kalpana
Raina | | | | | | | |
| | | | | | 4. Approval, on an advisory basis,
to conduct future advisory votes on executive compensation every year. | o | o | o | o |
| Vote on
Proposals: | | For | Against | Abstain | Notice to participants in the John Wiley & Sons, Inc. Employee
Savings Plan (401K) and the Payroll Deduction Employee Stock Purchase Plan
(ESPP): | | | | |
| 2. | Ratification of the appointment
of KPMG LLP as independent accountants. | o | o | o | If you participate in the 401K or the ESPP, this proxy card includes
shares that the relevant plans have credited to this account. | | | | |
| 3. | Approval, on an advisory basis,
of the compensation of the named executive officers. | o | o | o | | | | | |
| | | | | | To allow for sufficient time for the 401K Trustee to vote, the Trustee
must receive your voting instructions by 11:59 p.m. Eastern Daylight Time on
Monday, September 12, 2011. If the 401K Trustee does not receive your
instructions by that date, the Trustee will vote the shares held in the same
proportion as votes from other participants in the 401K. | | | | |
| For address changes and/or
comments, please check this box and write them on the back where indicated. | | | | o | PLEASE
SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign. Please sign
exactly as your name(s) appear(s) hereon. | | | | |
| Please indicate if you plan to
attend this meeting. | | o | o | | | | | | |
| | | Yes | No | | | | | | |
| PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA
THE INTERNET OR BY TELEPHONE. | | | | | | | | | |
| Signature [PLEASE SIGN WITHIN
BOX] | | Date | | | Signature (Joint Owners) | Date | | | |

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 15, 2011

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.

M37828-P15379

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, Stephen M. Smith 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 15, 2011, at 9:30 AM, Eastern Daylight Saving Time.

The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted FOR the Election of Directors and FOR Proposals 2, 3 and 1 Year for Proposal 4.

Address Changes/Comments:

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

(Continued, and to be marked, dated and signed, on the other side)

| | VOTE BY INTERNET
- www.proxyvote.com |
| --- | --- |
| JOHN WILEY & SONS, INC. 111 RIVER STREET HOBOKEN, NJ 07030 | Use the Internet to transmit your
voting instructions and for electronic delivery of information up
until 11:59 P.M. Eastern Time on September 14, 2011. 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 14, 2011. 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: | |
| --- | --- |
| M37829-P15379 | KEEP THIS PORTION FOR YOUR RECORDS |
| | DETACH AND RETURN THIS PORTION ONLY |
| THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED. | |

| JOHN
WILEY & SONS, INC. | | | Withhold | For All | To
withhold authority to vote for any individual nominee(s), mark For All
Except and write the number(s) of the nominee(s) on the line below. | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | All | All | Except | | | | | |
| The Board of
Directors recommends a vote FOR all nominees and FOR proposals 2 and 3. | | | | | | | | | |
| | | o | o | o | | | | | |
| Vote on
Directors | | | | | | | | | |
| 1. | The election as directors of all
nominees listed below, except as marked to the contrary. | | | | | | | | |
| | Nominees: | | | | | | | | |
| | 01)
Warren J. Baker | 06) William
J. Pesce | | | | | | | |
| | 02)
Jean-Lou Chameau | 07)
Stephen M. Smith | | | | | | | |
| | 03)
Linda Katehi | 08)
Bradford Wiley II | | | | | | | |
| | 04)
Matthew S. Kissner | 09)
Peter Booth Wiley | | | | | | | |
| | 05)
Eduardo Menascé | | | | | | | | |
| Vote on
Proposals: | | For | Against | Abstain | The Board of Directors recommends you vote | 1 Year | 2 Years | 3 Years | Abstain |
| | | | | | 1 year on the following proposal: | | | | |
| 2. | Ratification of the appointment
of KPMG LLP as independent accountants. | o | o | o | 4. Approval, on an advisory
basis, to conduct future advisory votes on executive compensation every year. | o | o | o | o |
| 3. | Approval, on an advisory basis,
of the compensation of the named executive officers. | 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 15, 2011

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.

M37830-P15379

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, Stephen M. Smith 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 15, 2011, at 9:30 AM, 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 2011

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JOHN WILEY & SONS, INC. — Proxy Solicitation & Information Statement 2011

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JOHN WILEY & SONS, INC. Proxy Solicitation & Information Statement 2011