JOHN WILEY & SONS, INC. - Proxy Solicitation & Information Statement 2012

DEF 14A 1 c69490_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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●
Peter Booth Wiley
Chairman
of the Board
T +1 201 748 6000
F +1 201 748 5800
August 10, 2012

To our Shareholders:

We cordially invite you to attend the 2012 Annual Meeting of Shareholders of John Wiley & Sons, Inc. to be held on Thursday, September 20, 2012 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, U.S. |
| --- |
| T
+1 201 748 6000 |
| F
+1 201 748 5800 |
| www.wiley.com |

●
Michael L.
Preston
Corporate
Secretary
T +1 201 748 5704
F +1 201 748 5800

Notice of Annual Meeting of Shareholders to be held September 20, 2012

To our Shareholders:

The Annual Meeting of Shareholders of John Wiley & Sons, Inc. will be held at the Companys headquarters, 111 River Street, Hoboken, New Jersey, on Thursday, September 20, 2012 at 9:30 A.M., for the following purposes:

To elect a board of twelve (12) directors, of whom four (4) are to be elected by the holders of Class A Common Stock voting as a class and eight (8) 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, 2013;
To hold an advisory vote on executive compensation; and
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 25, 2012 are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

Please vote by proxy in one of these ways:

| | Use the toll-free
telephone number shown on your proxy card or voting instructions form (if you
receive proxy materials from a broker or bank); |
| --- | --- |
| | Visit the Internet website
at www.proxyvote.com; or |
| | Sign, date and promptly
return your proxy card in the postage-prepaid envelope provided. |


Michael L. Preston
Corporate Secretary
August 10, 2012
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.

| 111
River Street, Hoboken, NJ 07030-5774, U.S. |
| --- |
| T
+1 201 748 5704 |
| F
+1 201 748 5800 |
| www.wiley.com |

| PROXY STATEMENT |
| --- |
| This
Proxy Statement is furnished in connection with the solicitation by the Board
of Directors of John Wiley & Sons, Inc. (the Company) of proxies to be
used at the Annual Meeting of Shareholders to be held on September 20, 2012
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 on Form 10-K for the fiscal year ended April 30, 2012 (Fiscal
2012), are first being sent or given to shareholders on August 10, 2012. |
| 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 20, 2012 |
| 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 the Annual Report on Form 10-K 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. 5
Proposal
2. Ratification of KPMG as Independent Accounting Firm		pg. 9
Proposal
3. An Advisory Vote on Executive Compensation		pg. 10
GOVERNANCE OF THE COMPANY AND BOARD STRUCTURE
Ø	Board
of Directors and Corporate Governance	pg. 11
Ø	Committees
of the Board of Directors and Certain Other Information Concerning the Board	pg. 12
Ø	Board
and Committee Oversight of Risk	pg. 13
Ø	Transactions
with Related Persons	pg. 14
Ø	Corporate
Governance Principles	pg. 15
Ø	Beneficial
Ownership of Directors and Management	pg. 18
REPORT OF THE AUDIT COMMITTEE		pg. 19
Ø	Fees
of Independent Auditor	pg. 19
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 2012	pg. 45
OTHER MATTERS
Ø	Manner
and Expenses of Solicitation	pg. 46
Ø	Electronic
Delivery of Materials	pg. 47
Ø	Deadline
for Submission of Shareholder Proposals	pg. 47

| V OTING
SECURITIES, RECORD DATE, PRINCIPAL HOLDERS |
| --- |
| At
the close of business on July 25, 2012, there were 50,367,503 shares of Class
A Common Stock, par value $1.00 per share (the Class A Stock), and
9,527,916 shares of Class B Common Stock, par value $1.00 per share (the
Class B Stock), issued and outstanding and entitled to vote. Only
shareholders of record at the close of business on July 25, 2012 are entitled
to vote at the Annual Meeting of Shareholders on the matters that come before
the Annual Meeting. |
| 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 eight (8) 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 and 3 require approval by a majority of votes cast at the Annual Meeting.
Abstentions and broker non-votes are not counted in determining the votes
cast, but do have the effect of reducing the number of affirmative votes
required to achieve a majority for such matters by reducing the total number
of shares from which the majority is calculated. |
| If
you are a beneficial shareholder and your broker holds your shares in its
name, the broker is permitted to vote your shares on proposal 2 even if the
broker does not receive voting instructions from you. |
| The
following table and footnotes set forth, at the close of business on July 25,
2012, 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 | 54,357 | 0.6 % | 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 | 1,046,952 | 2 % | 0.7 % |
| 111 River Street | B | 87,240 | 0.9 % | 0.6 % |
| Hoboken, NJ | | | | |
| Pioneer Investment
Management, Inc. (5) | A | 3,898,754 | 7.7 % | 3 % |
| 60 State Street | | | | |
| Boston, MA | | | | |
| Investment Manager | | | | |
| The Vanguard Group. Inc. (5) | A | 2,725,879 | 5.4 % | 1.9 % |
| PO Box 2600 | | | | |
| Valley Forge, PA 19482 | | | | |

| (1) | Bradford
Wiley II, Deborah E. Wiley and Peter Booth Wiley, as members of the E.P.
Hamilton Trusts, LLC established for the purpose of investing in, owning and
managing securities of John Wiley & Sons, Inc., share investment and
voting power. Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley as
members of the E.P. Hamilton Trusts LLC, share voting and investment power
with respect to 462,338 shares of Class A Stock and 8,125,536 shares of Class
B Stock. |
| --- | --- |
| (2) | Bradford
Wiley II, Deborah E. Wiley and Peter Booth Wiley, as general partners of a
limited partnership, share voting and investment power with respect to
301,645 shares of Class A Stock. For purpose of this table, each is shown as
the owner of one-third of such shares. |
| (3) | Bradford
Wiley II, Deborah E. Wiley and Peter Booth Wiley, as co-trustees, share
voting and investment power with respect to 55,072 shares of Class A Stock
and 36,720 shares of Class B Stock under the Trust of Esther B. Wiley. For
purposes of this table, each is shown as the owner of one-third of such
shares. |
| (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 ROPOSALS ON WHICH YOU MAY VOTE | |
| P roposal 1. Election of
Directors Nominees for the Board 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 twelve 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 twelve 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. |
| --- | --- |
| | Twelve
(12) directors are to be elected to hold office until the next Annual Meeting
of Shareholders, or until their successors are elected and qualified. Unless
contrary instructions are indicated or the proxy is previously revoked, it is
the intention of management to vote proxies received for the election of the
persons named below as directors. Directors of each class are elected by a
plurality of votes cast by that class. If you do not wish your shares to be
voted for particular nominees, please so indicate in the space provided on
the proxy card, or follow the directions given by the telephone voting
service or the Internet voting site. The Holders of Class A Stock are entitled to elect 30% of the entire board. As a consequence, four (4) Directors will be
elected by the holders of Class A Stock. The holders of Class B Stock are entitled to
elect eight (8) Directors. |
| | Eleven
of the nominees are currently directors of the Company and were elected to
their present terms of office at the Annual Meeting of Shareholders held in
September 2011. Except as otherwise indicated below, all of the nominees have
been engaged in their present principal occupations or in executive
capacities with the same employers for more than the past five years. Mr.
Jesse Wiley is a first time nominee. |
| | Peter
Booth Wiley, Stephen M. Smith and Michael L. Preston have agreed to represent
shareholders submitting proper proxies by mail, via the Internet, or by
telephone, and to vote for the election of the nominees listed herein, unless
otherwise directed by the authority granted or withheld on the proxy cards,
by telephone or via the Internet. Although the Board has no reason to believe
that any of the persons named below as nominees will be unable or decline to
serve, if any such person is unable or declines to serve, the persons named
above may vote for another person at their discretion. |
| | E lection of Directors |
| | Directors to be Elected by Class A Shareholders
and Their Qualifications |
| ● | Mari J. Baker, a director since 2011, was Chief Executive Officer of PlayFirst,
Inc. from 2009 to 2012. Previously she was executive-in-residence at the
venture capital firm Kleiner Perkins Caulfield and Byers where she incubated
and launched Navigenics, Inc. and served as its founding President, Chief
Executive Officer and Director (2006-2009); President of BabyCenter, LLC
(1999-2006) and Senior Vice President of Intuit, Inc. (1989-1999) Ms. Baker
is currently an officer in the Young Presidents Organization and an advisor
at Stanfords Clayman Institute. Age 47. Ms. Bakers qualifications for service on the Companys board include: (i)
service on the boards of Velti (NASDAQ:VELT) Playfirst, 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 Chief Executive Officer of
Moodys Corporation since April 2005. From 2005 April 2012 he also served
as Chairman of Moodys Corporation. In April 2012 he was named President of
Moodys Corporation in addition to Chief Executive Officer. 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 54. 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 53. 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 56. 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 |
| ● | Jean-Lou Chameau, a director since 2011, has been President, California Institute of
Technology (Caltech) since September 2006. Before he assumed the presidency
of Caltech, Dr. Chameau had a distinguished career as a professor of civil
engineering and a university administrator. While he is a native of France,
he received his graduate education in civil engineering at Stanford
University. In 1980 he joined the civil engineering faculty at Purdue
University, where he subsequently became full professor and head of the
geotechnical engineering program. Moving to Georgia Tech in 1991, he was
named director of the school of civil and environmental engineering. He was
the president of Golder Associates, Inc., an international geotechnical
consulting company, from 1994 to 1995, after which he returned to Georgia
Tech as Georgia Research Alliance Eminent Scholar and vice-provost for
research. He was named dean of its college of engineering, the largest in the
country, in 1997, becoming provost of the university in 2001. Dr. Chameau currently serves on the boards of MTS Systems Corporation, Safran
and the Council on Competitiveness. 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 59. 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 the U.S., Europe and Asia, and federal funding of research and
(iv) his service on several boards and committees. |

| ● | Linda Katehi, a director since 2011, has been the chancellor of the University of
California, Davis since 2009. She is a member of the National Academy of
Engineering, was chair until 2010, of the 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 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 58. 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 58. 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 67. 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 61. 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 57. 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. |
| ● | Jesse Wiley, first time nominee, has been an employee at the Company since 2003.
Mr. Wiley has been responsible for digital and new business initiatives and
the development of electronic products within the Professional and Trade
division since 2010. Prior to that he worked in various editorial and
marketing roles. Age 41. Mr. Wileys qualifications for service on the Companys Board include
experience in many functions of the Companys businesses, including marketing
and editorial and working at the forefront of digital publishing, developing
new products and business models. Mr. Wiley has been attending all Board and
Committee meetings as an observer since March 2011 and has a Certificate of
Director Education from the National Association of Corporate Directors. |

| ● |
| --- |
| The
Board recommends a vote FOR the election of its nominees. |
| Proposal 2. Ratification of KPMG as Independent Accounting
Firm |
| The
Audit Committee is responsible for the appointment, compensation and
oversight of the independent auditor. On June 20, 2012, the Audit Committee appointed
KPMG LLP (KPMG) as the Companys independent auditors for fiscal year 2013.
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, 2013 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 s o long after the beginning of the current fiscal year, it is
contemplated that the appointment for the fiscal year ending April 30, 2013
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. |

| 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 2011, was consistent with the principles
of our compensation philosophy and reflects our strong financial performance,
the cumulative return to shareholders in 2011 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 2011 compensation packages reflect
these guiding principles. |
| The
discussion set forth in the Compensation Discussion and Analysis on pages
2245 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. |

| G OVERNANCE OF THE COMPANY AND BOARD
STRUCTURE |
| --- |
| 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. |
| B oard of
Directors and Corporate Governance |
| Director Independence |
| The Board
is currently composed of thirteen members. Two directors, Bradford Wiley II
and Peter Booth Wiley, are brothers. Jesse Wiley is the son of Peter Booth
Wiley. The Board has affirmatively determined that all of our directors,
except William J. Pesce, Stephen M. Smith, Bradford Wiley II, Peter Booth
Wiley and first-time nominee Jesse Wiley, meet the independence guidelines
the Board sets forth in 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 2011, all
but two of our directors attended the 2011 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 |
| --- |
| Committee Structure |
| 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	Compensation	Executive	Governance
Mari Jean
Baker	X		X
Warren J.
Baker	X		X
Jean-Lou
Chameau	X	X
Linda P.B.
Katehi	X				X
Matthew S.
Kissner	X	X*
Raymond W.
McDaniel, Jr.	X	X
Eduardo
Menascé	X		X*	X*
William J.
Pesce	X			X
William B.
Plummer	X			X	X*
Kalpana
Raina	X		X
Bradford
Wiley II	X				X
Peter Booth
Wiley	X
FY2012
Meetings	8	7	5(a)	4	5
* Chairman

| (a) |
| --- |
| Executive
Committee. The Executive Committee exercises the
powers of the Board as appropriate in any case where immediate action is
required and the matter is such that an emergency meeting of the full Board
is not deemed necessary or possible. |
| Audit
Committee. The Audit Committee assists the Board in
fulfilling its fiduciary responsibilities relating to the Companys financial
statements filed with the Securities and Exchange Commission, accounting
policies, and the adequacy of disclosures, internal controls and reporting
practices of the Company and its subsidiaries; reviews Company policies with
respect to risk management and risk assessment; evaluates, retains,
compensates and, if appropriate, terminates the services of the independent
public accounting firm which is to be engaged to audit the Companys
financial statements, including reviewing and discussing with such firm their
independence and whether providing any permitted non-audit services is
compatible with their independence; maintains financial oversight of the
Companys employees retirement and other benefit plans and makes
recommendations to the Board with respect to such matters; and reviews and
approves related party transactions. The Committee holds discussions with
management prior to the release of quarterly earnings, and also reviews
quarterly results prior to filings. |
| The Board
has determined that all members of the Committee are Audit Committee
financial experts, as defined under the rules of the Securities and
Exchange Commission. All members of the Committee are independent under the
rules of the New York Stock Exchange currently applicable to the Company. |
| Executive
Compensation and Development Committee. The
Executive Compensation and Development Committee evaluates the performance of
the CEO and reports its decisions to the Board; reviews and approves the
principles and policies for compensation and benefit programs |

| company-wide, and monitors the implementation and administration of
such programs; oversees compliance with governmental regulations and
accounting standards with respect to employee compensation and benefit
programs; monitors executive development practices in order to insure
succession alternatives for the organization; and grants options and makes
awards under the 2009 Key Employee Stock Plan. All members of the Committee
are independent under the rules of the New York Stock Exchange, currently
applicable to the Company. |
| --- |
| Governance
Committee. The Governance Committee assists the
Board in the selection of Board members by identifying appropriate general
qualifications and criteria for directors as well as qualified candidates for
election to the Board; assists the Chairman of the Board in proposing
committee assignments; assists the Board in evaluating, maintaining and
improving its own effectiveness; evaluates the Chairman of the Boards
performance; evaluates director compensation and benefits; and makes
recommendations to the Board regarding corporate governance policies. |
| Shareholders
who wish to recommend a director candidate to the Governance Committee should
follow the procedures set forth under Deadline for Submission of Shareholder
Proposals on page 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, other
senior officers and directors discourage excessive risk taking. |
| We are
confident that our compensation program rewards for performance, is aligned
with the interests of our shareholders and does not involve risks that are
reasonably likely to have a material adverse effect on the company. A more
detailed discussion of the 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, 2011, or that any such material transactions are proposed
to be entered into during fiscal 2013. | |
| 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. | |
| C orporate
Governance Principles | |
| To
promote the best corporate governance practices, the Company adheres to the
Corporate Governance Principles set forth below, many of which have been in
effect for more than a decade. The Board of Directors and management believe
that these Principles, which are consistent with the requirements of the
Securities and Exchange Commission and the New York Stock Exchange, are in
the best interests of the Company, its shareholders and other shareholders,
including employees, authors, customers and suppliers. The Board is
responsible for ensuring that the Company has a management team capable of
representing these interests and of achieving superior business performance. | |
| 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.
b)	The Director is not a significant advisor or consultant to the Company
(including its subsidiaries); does not have direct, sole responsibility for
business between the Company and a material supplier or customer; and does
not have a significant personal services contract with the Company.
c)	The Director is not an executive officer, an employee, and does not
have an immediate family member who is an executive officer or employee, of
an organization that makes payments to, or receives payments from, the
Company in an amount which, in any single fiscal year, exceeds 2% of such
other organizations consolidated gross revenues.
d)	The Director is not, and has not been within the past three years,
employed by or affiliated with a firm that provided independent audit
services to the Company; the Director is not, and does not have an immediate
family member who is a current partner of the firm that is the Companys
external auditor; and the Director or an immediate family member was not
within the past three years a partner or employee of the Companys external audit
firm and personally worked on the Companys audit within that time.
e)	The Director is not, and has not been in the past three years, part
of an interlocking directorship involving compensation committees; and
f)	The Director is not a member of the immediate family of Peter Booth
Wiley, Bradford Wiley II, Deborah E. Wiley and Jesse 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. |
| Beneficial Ownersh ip 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 25, 2012. 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. |
| Section 16(a) Beneficial Ownership Reporting Compliance |

Mark Allin (4)	Shares of Class A and Class B Stock Beneficially Owned (1) — A	2,877	Additional Shares Beneficially Owned (2)	14,850	Totals	17,727	Percent of Class (1) — .04 %	Percent of Total Voting Power —
	B
Mari Jean
Baker	A								1,154.65
	B
Warren J.
Baker	A	4,201				4,201			25,444.11
	B
Ellis E.
Cousens (4)	A	75,634		157,300		232,934	0.4 %
	B
Jean-Lou
Chameau	A								1,154.65
	B
Linda P.B.
Katehi	A								1,154.65
	B
Matthew S.
Kissner	A								16,836.46
	B
Raymond W.
McDaniel, Jr.	A	500				500			15,142.93
	B
Eduardo
Menascé	A								6,212.21
	B
Steven J.
Miron (4)	A	2,419		17,600		20,019	0.06 %
	B
William J.
Pesce	A	305,355		300,000		605,355	.2 %
	B
William B.
Plummer	A								23,221.70
	B
Stephen M.
Smith (4)	A	52,599		100,363		152,962	.26 %
	B
Kalpana
Raina	A								4,239.06
	B
Gary Rinck (4)	A	30,555		82,500		113,055	0.1 %
	B
Bradford
Wiley II (5)(6)(7)	A	1,200,901				1,200,901	2.4 %	0.8 %
	B	2,790,752				2,790,752	29 %	19 %
Peter Booth
Wiley (5)(6)(7)	A	1,381,690				1,381,690	2.7 %	0.9 %
	B	2,720,752				2,720,752	29 %	19 %
All
directors and executive	A	4,749,605	A	759,163	A	5,508,768	10.7 %	3.5 %
officers as
a group
(23 persons)	B	8,279,389			B	8,279,389	87 %	56.8 %

(1) This table is based on the information provided by the individual directors or executives. In the table, percent of class was calculated on the basis of the number of shares beneficially owned as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, divided by the total number of shares issued and outstanding plus the number of shares

| | of the class issuable to the individual director or executive officer
pursuant to the options exercisable under the Companys stock option plans on
or before September 22, 2012. |
| --- | --- |
| (2) | Shares issuable pursuant to options exercisable under the Companys
stock option plans on or before September 22, 2012. |
| (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.
Allin16,520 shares; Mr. Cousens72,022 shares; Mr. Smith71,200 shares; Mr.
Miron18,260 shares and Mr. Rinck26,400 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 2012, our directors, officers and
greater than ten percent beneficial owners met all filing requirements except
for late filings of Forms 4 for Messrs. Fristensky, Kline, Melando, Marzano
and B. Wiley, all of which were filed late due to administrative error. | |
| 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, 2012. | |
| 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 $2,242,000 and $1,903,000 in fiscal years 2012 and 2011, respectively. | |
| Audit Related Fees | |
| The
aggregate fees billed for audit related services, including due diligence
related to acquisitions, employee benefit plan audits and consultation on
acquisitions were $124,000 and $110,000 in fiscal years 2012 and 2011,
respectively. | |

| Tax Fees |
| --- |
| The
aggregate fees billed for services rendered by KPMG tax personnel, except
those services specifically related to the audit of the financial statements,
were $350,000 and $293,000 in fiscal years 2012 and 2011, respectively. Such
services include tax planning, tax return reviews, advice related to
acquisitions, tax compliance and compliance services for expatriate
employees. |
| Other Non-Audit Fees |
| The
aggregate non-audit fees were $182,000 and $0 in fiscal years 2012 and 2011,
respectively. |
| The Audit
Committee has advised the Company that in its opinion the services rendered
by KPMG LLP are compatible with maintaining their independence. |
| The Audit
Committee is responsible for oversight of the 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,
2012. 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, 2012, as filed with the Securities and Exchange Commission. |
| Audit Committee |
| Matthew
S. Kissner, Chairman, Jean-Lou Chameau, Raymond W. McDaniel, Jr. |

| EXEC UTIVE
COMPENSATION |
| --- |
| Repor t 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 45 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. |
| Eduardo Menascé, Chairman Mari Jean Baker Warren J. Baker Kalpana Raina |
| Compensation Committee Interlo cks |
| 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 |
| ● |

| John Wiley
& Sons, Inc. Class A | $100.00 | $124.20 | $92.78 | $117.40 | $143.54 | $129.56 |
| --- | --- | --- | --- | --- | --- | --- |
| Russell 1000 | 100.00 | 93.59 | 59.03 | 81.09 | 93.89 | 95.75 |
| Dow Jones
Publishing Index | 100.00 | 71.74 | 46.15 | 61.34 | 72.48 | 73.00 |
| S&P 400
Midcap | 100.00 | 96.01 | 64.23 | 94.21 | 116.21 | 113.47 |

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, 2007 to April 30, 2012. The Company has elected to use the Russell 1000 Index and the S&P 400 Midcap index as its broad equity market indices because it is currently included in these indices. Cumulative total return assumes $100 invested on April 30, 2007 and reinvestment of dividends throughout the period.

| | F Y2012
Compensation Discussion & Analysis | |
| --- | --- | --- |
| | Introduction | |
| | This
Compensation Discussion and Analysis, or CD&A, describes the fiscal
year 2012 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 2012
compensation decisions for our executives, including our named executive
officers (NEOs) whose compensation is set forth in the 2012 Summary
Compensation Table and other compensation tables contained in this proxy
statement. | |
| | Our
fiscal year 2012 NEOs are: | |
| | | Stephen M. Smith, President and Chief
Executive Officer |
| | | Ellis E. Cousens, Executive Vice President,
Chief Financial and Operations Officer |
| | | Steven J. Miron, Senior Vice President,
Scientific, Technical, Medical and Scholarly Publishing |
| | | Gary Rinck, Senior Vice President, General
Counsel |
| | | Mark J.
Allin, Senior Vice President, Professional and Trade |
| | Executive Summary | |
| Financial Results | Despite
challenges in some of our markets, the Company delivered better than expected
EPS and free cash flow a testament to the strength of our business in an
increasingly digital marketplace, the flexibility of our cost structure, and
prudent expense management during the fiscal year. Revenue growth for the
Company this year was modest and below our original guidance of mid-single
digits, with much of the gap attributed to weak economic conditions in
Europe, impacting all three of our businesses, a difficult year for higher
education, particularly around for-profit enrollments, and retail challenges
in the Professional/Trade segment, especially around our consumer business.
The Company achieved growth on a currency neutral basis of 1% for revenue;
11% for adjusted earnings per share (after excluding a $0.12 per share tax
reserve release, originally recorded as part of the purchase accounting for
the Blackwell acquisition, and $0.14 per share derived from a legislative
reduction in the UK Corporate income tax rate); and U.S. GAAP EPS growth of
21%. The Company generated $260 million in free cash flow, $5 million better
than expected, and reduced net debt by $37 million during the year to $215
million. The Company repurchased 1.9 million shares this year at a cost of
$87 million, and in June 2011, increased its dividend 25% to $0.20 per shares
a quarter, representing the eighteenth consecutive yearly increase. The
Company continues to invest in and shift to digital delivery in all of our
businesses, resulting in new revenue/business models, new opportunities in
emerging markets, and margin and working capital improvements. The shift to
digital continues at a fast pace, with just over 40% of the Companys fiscal
year 2012 revenue generated from digital products and services. During fiscal
year 2012, the Company acquired a high-growth, high-margin, and mainly
digital business focused on professionals (Inscape) and explored opportunities
to realign our trade and consumer business. We feel confident about the
must-have nature of our content, the opportunities to develop and acquire
content-enabled services for our customers, and the prospects to improve
efficiencies and increase overall margins. | |
| Executive Compensation Program | The
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 2012 annual and long-term
incentive plans were structured so that actual compensation received was
aligned with Company performance based on key metrics such as corporate and business
revenue, | |

| earnings per share (EPS), business earnings before interest, taxes
and amortization (EBITA), free cash flow (FCF) and strategic milestones
that benefited the Company in fiscal year 2012 and will benefit the Company
in the future. We believe these metrics are aligned with driving long-term
shareholder value, and provide appropriate line-of-sight. |
| --- |
| The
following chart provides a brief summary of the principal elements of John
Wiley & Sons, Inc.s executive compensation program for 2012, described
in more detail later in this CD&A. |

Compensation Element	Form	Compensation Objective	Relation to Performance	2012 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%. The NEOs salary increases ranged from 3.2% to 28%, reflecting
the continued transition of leadership at the highest levels of the Company
during fiscal year 2012, including the CEO and the heads of our global
businesses.
Short-Term Incentive	Cash, paid on an annual
basis	Motivate the executive to
contribute to the 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%. Beginning in fiscal year 2013, maximum
payout will be 150% of target.	Target incentives for
the NEOs range from 75% to 110% of base salary. Actual short-term incentives earned for the NEOs ranged from 89% of target to
106% 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 2011 grants of non-
qualified stock options represent approximately 60% of the NEOs target
long-term value.
	Restricted performance
shares granted each year with a 3-year performance cycle, and if earned,
shares become restricted and vest 50% on April 30th of the fourth and fifth
years after grant	Motivates the executive
to contribute to the 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.	EPS and cumulative FCF
are the performance measures used, with a weight of 60% and 40%,
respectively. Payout can range from 0% to 200%. Beginning in fiscal year 2013, maximum
payout will be 150% of target.	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 2010-12 cycle that just ended, the NEOs earned 140% of
their target restricted performance shares.

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.
	The John Wiley & Sons Limited Retirement Benefits Scheme (UK
Qualified Plan)	Approved (qualified) retirement plan benefits are market competitive
and provide retirement income for employees on a defined benefit basis in
addition to providing an incentive for a long term career with the Company.
This scheme is closed to new entrants.

Benefit	Form	Purpose
	The Unapproved Supplemental UK Plan (the UK Non-Qualified Plan)	Restores benefits lost under the UK Qualified Plan due to
limitations imposed by the UK Revenue authorities to the same level as other
colleagues in the UK Qualified Plan who are not affected by those
restrictions. This UK Non-Qualified Plan is by Company invitation only.
Perquisites	Physical exams, financial planning, tax preparation, health club
membership	Perquisites are market competitive and provided primarily for the
financial security and productivity of the executive.

| Corporate Governance | We
endeavor to maintain sound governance standards with respect to our executive
compensation program. The following policies and practices were implemented
during fiscal year 2012: | |
| --- | --- | --- |
| | | Mr. 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. |
| | | In fiscal year 2012, we eliminated tax gross-ups for the limited
perquisites provided to our executive officers. |
| | | In fiscal year 2012, we modified the executive employment agreements
to eliminate excise tax gross-ups upon a change of control. |
| | | In fiscal year 2012, we modified the executive employment agreements
and all equity award agreements to specify that for equity awards beginning
with the fiscal year 2012 equity grants (awarded in June 2011),
double-trigger vesting of equity upon a change of control will apply in cases
where the acquiring company is a publicly traded company, and that company
assumes or replaces the outstanding equity. |
| | | Beginning with the fiscal year 2012 equity grants (awarded in June
2011), we implemented stock retention requirements for our executive
officers, including the NEOs, that require retention of 50% of the net shares
acquired upon the exercise of stock options or the payment or vesting of any
performance shares and restricted stock until the executive satisfies our
stock ownership salary multiple. |
| | | Effective May 1, 2011, the share ownership requirement for our
President and CEO was increased to six times base salary. |
| Compensation 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. | |
| --- | --- | --- | --- |
| | | The Committee believes that the ultimate goal of the long-term
incentive program is to align the interests of shareholders and management.
To reinforce this principle, the Committee established stock ownership
guideline for all officers participating in the long-term incentive program.
The ownership guidelines for the President and CEO is six times base salary.
The ownership guideline for the other senior executives, including the NEOs,
is two and one-half times base salary. Shares counted toward the ownership
guidelines include: | |
| | | | Shares owned outright |
| | | | Half of the performance shares earned ( i.e. where the performance cycle has been completed) but
not yet vested. (Assumes half will be surrendered to pay taxes.) |
| | | | Half of any time-based restricted shares granted. (Assumes half will
be surrendered to pay taxes.) |
| | | Mr. Cousens and Mr. Rinck have exceeded their targeted shareholdings.
Messrs Smith, Miron and Allin are all new to their roles and have not yet met
their targeted shareholdings. | |
| | | To insure that our compensation program does not encourage excessive
risk taking, in July 2010 we introduced a clawback provision in both the
annual and long-term incentive plans covering the top 350 colleagues in the
Company. The clawback provision allows the Company to recoup incentive payments
to covered incentive participants in the event that the Company needs to
restate its financial results because of fraud, gross negligence or
intentional misconduct on the part of one or more employees and/or because of
material non-compliance with Securities laws. | |
| | Compensation Principles and Practices | | |
| Principles of Wileys Executive Compensation Program | The
following principles and practices shaped the design and implementation of
our compensation program for fiscal year 2012. The principles and practices
help ensure the following: | | |
| | | Compensation is merit based in that the total compensation
opportunity and actual payout for each executive is based on current
responsibilities, future potential and sustained performance against
challenging financial and strategic objectives. | |
| | | 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.
Following are the services provided to the Committee by Cook during fiscal
year 2012: | |
| --- | --- | --- |
| | | Provide market data and recommendations on fiscal year 2012 executive
compensation, including conference calls with the Committee and management,
as needed. |
| | | Present the market data report with respect to fiscal year 2012
compensation at the March 2011 Committee meeting. Attend any other meetings
as required by the Committee. |
| | | Continue to monitor the 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. |
| | | Review the Companys executive compensation philosophy and
competitive positioning for reasonableness and appropriateness. |
| | | Advise the Committee on management proposals, as requested. |
| | | Undertake special projects at the request of the Committee. |
| | | Review the Compensation Discussion and Analysis, compensation tables
and other compensation-related disclosures included in the Companys proxy
statements. |
| | | Proactively advise the Committee on best-practices for governance of
executive compensation as well as areas of concern and risk in the Companys
program. |
| | | Proactively advise the Committee on legislative and regulatory
developments related to compensation policies and programs and
compensation-related disclosure. |
| 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
levels of total direct 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 Cook using the Towers Watson survey data related to fiscal year 2012
executive compensation, and incorporated data from a peer group of 83
publishing companies from the 2010 Towers Watson U.S. Media Industry Survey,
in addition to over 317 companies in the 2011 Towers Watson U.S. General
Industry Survey. For | |

| | the senior executives who lead our three global businesses, only the
publishing / media industry survey data is used, since that represents the
competitive market for the leaders of our global businesses. For corporate
executives, the data is weighted two thirds to the publishing / media
industry data and one-third to general industry data, recognizing that the
competitive market for our corporate executives is broader than the
publishing / media industry. The executive compensation consultant presents
its review to the Committee at its March meeting as a way of assisting the
Committee in ascertaining the competitiveness of the executive compensation
program within our core publishing and information business, as well as the
general industry. |
| --- | --- |
| | Each
year, compensation decisions covering base salary, annual incentives and
stock-based awards are primarily driven by assessments of individual and
Company performance. Comparisons are also made to the compensation survey
data. Individual annual and long-term incentive payments from preceding years
are not a significant factor in determining recommendations for the total
compensation opportunity for an upcoming year. |
| | Compensation
for the President and CEO is established using the same process and
philosophy previously discussed for the other senior executives, including
the NEOs. The Committee establishes the President and 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 2012 is aligned closely with shareholder interests, since
it is based on the attainment of annual and long-term financial objectives,
which we believe drive shareholder value. The following graph illustrates the
average pay mix for our NEOs in fiscal year 2012. Our President and CEO and
our Executive Vice President, Chief Financial and Operations Officer have a
heavier weight, 60% and 53% respectively, on long-term variable compensation
(and corresponding lighter weight on cash compensation) than our other senior
executives, to reflect their primary impact on Company results and to ensure
alignment with shareholder interests. |
| | Fiscal Year 2012 Average NEO Pay Mix |
| | ● |
| | We believe
that this incentive design provides strong motivation to focus on attaining
results that create shareholder value. |
| | Compensation Elements |
| Base Salaries | Base
salaries are provided to our senior executives, including our NEOs, for
performing their day-to-day responsibilities. Competitive base salaries allow
the Company to attract and retain executive talent. The base salaries of our
NEOs are based on a review of the competitive |

| median marketplace for equivalent executive positions as previously
discussed, assessment of the senior 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 2012, the Companys
US merit budget was 3%, and the NEOs salary increases ranged from 3.2% to
28%, reflecting the continued transition of leadership at the highest level
of the Company, including the CEO and the heads of our global businesses. — Annual
incentives are intended to motivate and reward senior executives for
achieving short-term business objectives that drive Company and business unit
performance. Annual incentives are payable for the achievement of annual
financial performance goals established by the Committee and for individual
performance and contributions. The financial goals represent 75% of the
targeted annual incentive, and strategic objectives represent 25% of the
targeted annual incentive, to ensure payment of annual incentives is
commensurate with Company, and where applicable, business unit performance.
For fiscal year 2012 and earlier fiscal years, payouts, if any, could range
from 0 to 200% of the target incentive, depending on the level of achievement
of financial goals and strategic objectives between threshold and outstanding
levels of performance. Financial goals are based upon a strategic plan
presented to and approved by the Board of Directors annually. At the end of
the performance cycle a payout factor is calculated using actual results against
the target for the financial measures. This results in a payout from 0 to
200% for financial objectives. A rating from 0 to 200% is also established
for performance on strategic objectives. The results are combined to produce
an annual incentive award of between 0 and 200% of the targeted award for
each executive participating in the plan. | |
| --- | --- |
| Beginning
in fiscal year 2013, the payout of annual incentives can range from 0% to
150% and threshold payout will move from 25% to 50% of target. Additionally,
the range of financial performance between threshold and outstanding will be
wider than in the past. This is more typical incentive design for companies
with an above-median compensation philosophy. | |
| Quantitative
and qualitative strategic objectives are set based on the following
over-arching goals: | |
| | Increase profitability, cash flow and return on investment |
| | Build long-term relationships with our customers |
| | Enhance Wileys position as the place to be for all stakeholders |
| The
Company uses a Performance Management Program that measures performance
against financial goals approved by the Committee as well as other
quantitative and qualitative strategic objectives established at the
beginning of the fiscal year. The Committee approves the strategic objectives
of the President and CEO, evaluates his performance and discusses its
recommendation with the Board of Directors in executive session. The
President and CEO evaluates the performance of the members of the senior
executives, including the NEOs, and presents his ratings to the Committee for
its review and approval. | |
| Following
are the fiscal year 2012 target annual incentives for the NEOs: | |

| Named
Executive Officer | |
| --- | --- |
| Stephen M. Smith | 110 % |
| Ellis E. Cousens | 100 % |
| Steven J. Miron | 90 % |
| Gary Rinck | 75 % |
| Mark J. Allin | 90 % |

For fiscal year 2012, the corporate performance measures used were revenue, EPS and normalized FCF weighted at 30%, 40% and 30%, respectively. Performance goals for individual businesses were based on revenue and EBITA, weighted at 40% and 60%, respectively. These performance measures are relevant measures of our corporate and business unit success and align shareholder and executive interests. The relative weight on the profit measure(s) ensures an appropriate distribution of incentives paid vis-a-vis what is retained by the Company in pre-tax income.

In fiscal year 2012, in comparison to the target goals set by the Committee for annual incentive purposes (see table immediately following) revenue achievement was 96.2% of target, EPS achievement was 100.6% of target, and normalized FCF achievement was 102.3% of target, resulting in a payout of 90.9% of target for the corporate performance measures.

| Financial
Objective | 2012 Threshold Performance Level | 2012 Target Amount | 2012 Outstanding Performance Level | 2012 Results |
| --- | --- | --- | --- | --- |
| Revenue ($000) | 95% | $1,830,000 | 105% | $1,761,200 |
| EPS | 93% | $3.20 | 107% | $3.22 |
| Normalized FCF ($000) | 85% | $255,000 | 115% | $260,847 |

Note:
Following are the actual fiscal year
2012 annual incentives paid to the NEOs as a percentage of target:

| Named
Executive Officer | Incentive Payout as a % of Target Annual Incentive |
| --- | --- |
| Stephen M. Smith | 106% |
| Ellis E. Cousens | 98% |
| Steven J. Miron | 89% |
| Gary Rinck | 98% |
| Mark Allin | 98% |

Long-Term Stock-Based Incentives Long-term incentives are intended to motivate and reward senior executives for achieving long-term (three-year) business objectives that drive Company performance. The long-term incentive compensation program for senior executives, including the NEOs, consists of annual grants of restricted performance shares and stock options, weighted at approximately 40% and 60% of long-term target value, respectively. The Committee believes the combined grants of stock options and restricted performance shares provide an appropriate balance between risk and potential reward and serve as an effective retention tool for superior performers. In administering the long-term incentive program, the Committee considers data from the executive compensation survey previously discussed (which utilize FASB Accounting Standards Codification (ASC) Topic 718 value for equity), and the recommendations of the President and CEO, to establish the targeted equity awards (value and number of shares) for each executive.

| |
| --- |
| For the fiscal year 2010-12 performance cycle, EPS and cumulative
normalized free cash flow (FCF) were the performance measures used, weighted
at 60% and 40%, respectively. |

| These performance measures are meaningful measures of our financial
health, drivers of shareholder value, and the focus of the long-term
investors the Company wishes to attract. |
| --- |
| For the fiscal year 2010-12 performance cycle, in comparison to the
target goals set by the Committee for long-term incentive purposes (see table
immediately following), EPS achievement was 100% of target, and FCF
achievement was 118.8% of target, resulting in a payout of 140% of the
targeted number of shares for this performance cycle. |

| Financial
Objective | FY2010-12 Threshold Performance Level | FY2010-12 Target Amount | FY2010-12 Outstanding Performance Level | FY2010-12 Results |
| --- | --- | --- | --- | --- |
| EPS | 90% | $3.22 | 105% | $3.22 |
| FCF | 90% | $590,000 | 105% | $701,000 |

Note: Financial results used for long-term incentive payment purposes may be adjusted to budgeted foreign exchange rates and for certain items and events as permitted by the shareholder-approved 2009 Key Employee Stock Plan. For the 2010-12 cycle, the principal exclusions were a non-cash tax benefit due to a reduction in the United Kingdom statutory income tax rate, and a tax reserve release, originally recorded as part of the purchase accounting for the Blackwell acquisition.


	Target equity grants for the NEOs for
the fiscal year 2012-14 performance cycle are detailed in the Summary
Compensation and Grants of Plan-Based Awards tables.
Retirement and Post- Employment Benefits	All NEOs are eligible to participate in
the Companys qualified savings and retirement plans. However, because U.S.
and UK tax rules governing qualified retirement plans place significant
limitations on the benefits that can be paid to executives, the Company has
adopted four nonqualified deferred compensation plans to supplement their
qualified retirement benefits.

| | Nonqualified Supplemental Benefit Plan (the
Excess Plan). The Excess Plan was adopted by the
Board of Directors to restore benefits that cannot be provided under the
Retirement Plan of John Wiley & Sons, Inc. due to limitations imposed by
the Internal Revenue Code. |
| --- | --- |
| | Supplemental Executive Retirement Plan (the
SERP). To assure that executives were provided
with an adequate retirement income, and to attract and retain executive
talent, the Company implemented the SERP which was later amended. The SERPs
are more fully described on pages 38-39. |
| | Deferred Compensation Plan. The
Deferred Compensation Plan was adopted by the Board of Directors to address
the opportunity to defer compensation for those executives who are not able
to take full advantage of the Companys qualified Savings Plan because of tax
rules limiting contributions. |
| | UK Unapproved Supplemental Plan (the UK
Non-Qualified Plan). The UK Non-Qualified Plan was
adopted by the Board of Directors to restore benefits for selected
individuals that cannot be provided under the UK Qualified Plan due to
limitations imposed by Her Majestys Revenue & Customs. |

| Health and Welfare
Benefits | The Company provides or makes available
a number of health and welfare benefits, such as medical, dental, vision,
life, accident and long-term disability insurance to all U.S.-based
colleagues, including the NEOs. These benefits are competitive with those
provided by other companies in the publishing / media and general industries
and are provided primarily for the well-being of Wiley colleagues, and at the
same time enhance 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 $10,000 to
$18,000 annually. These benefits are provided primarily for the financial
security and productivity of the executives, which allows greater focus on
Wiley business activities. These |

| | limited perquisites include financial planning and tax preparation,
an allowance for business and health club memberships, parking in the
headquarters building, and an annual physical examination. In fiscal year
2012, we eliminated tax gross-ups for perquisites provided to our executive
officers. Any taxes on perquisites are now paid by the executives. Mr. Allin,
whose position has required spending a significant amount of time in the US,
has been allowed the use of a Company-leased apartment in the US. This
accommodation is provided in lieu of hotel expenses while conducting Company
business. The apartment is available and has been used by other Company
employees throughout the year. |
| --- | --- |
| Post-Employment 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
40. Under a dismissal without cause or constructive discharge following a
change of control, the Company provides these severance benefits because it
serves the best interest of the Company and its shareholders to have
executives focus on the business merits of mergers and acquisitions without
undue concern for their personal financial outcome. In the case of a without
cause termination or constructive discharge absent a change in control, the
Company believes it is appropriate to provide severance at these levels to
ensure the financial security of these executives, particularly in view of
our non-compete agreements which state that for twelve months following
termination the executive will not compete with the Company, or solicit
customers or employees of the Company. |
| Tax Deductibility 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 ($) [c]	Stock Awards ($) [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]
Stephen M. Smith		2012	800,000	1,011,000	1,428,000	929,940	3,779,654	126,598	8,075,192
		2011	620,833	520,260	857,500	965,938	1,033,984	317,894	4,316,409
		2010	600,396	455,520	811,300	893,700	1,273,659	420,545	4,455,120
Ellis E. Cousens		2012	636,667	495,500	928,200	628,320	1,002,987	40,589	3,732,263
		2011	616,667	400,200	796,250	849,710	644,720	38,878	3,346,425
		2010	600,000	1,121,280	1,506,700	833,700	1,993,102	47,650	6,102,432
Steven J. Miron		2012	469,167	247,750	357,000	381,811	1,263,793	26,770	2,746,291
		2011	440,000	200,100	306,250	480,893	433,735	26,735	1,887,713
Gary Rinck		2012	482,500	297,300	357,000	357,112	592,743	43,885	2,130,540
		2011	467,500	240,120	306,250	465,476	433,817	22,836	1,935,999
Mark J. Allin		2012	385,266	222,975	372,708	344,798	600,746	41,698	1,968,191
(c):	The
2010 amount reported in this column for Mr. Smith includes £33,194.36 in base
salary paid for the month of May 2009, converted to US dollars using the May
2009 average exchange rate of £1=US$1.5182, plus $550,000 paid ratably for
the months of June through April. The 2012 base salary reported in this
column for Mr. Allin has been converted to U.S. dollars using the fiscal year
2012 average exchange rate of £1=US$1.5942
(e):	The
amounts reported in this column consist of restricted performance shares
granted under the 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. 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 2012 Annual Report
for the assumptions used in determining FAS ASC Topic 718, Stock Compensation
values.
(f):	The
amounts reported in this column include stock options granted under the
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 2012 Annual Report for the
assumptions used in determining FASB ASC Topic 718, Stock Compensation
values. The amounts listed do not necessarily reflect the level of
compensation that may be realized by our named executive officers.
(g):	The
total annual incentive for 2012 was earned based on the achievement of
pre-established corporate and, in the case of Mr. Miron and Mr. Allin,
business financial measuresincluding revenue, profit and cash flowapproved
by the Committee, as well as the achievement of strategic milestones that are
designed to drive improved performance for the Company in the current and
future fiscal years.
(h):	Represents
the aggregate change in actuarial present value of the executives
accumulated benefit under all defined benefit and actuarial pension plans
(including supplemental plans) from April 30, 2011 to April 30, 2012. This
column also includes Nonqualified Deferred Compensation earnings.
(i):	All
Other Compensation includes the following in 2012:
		Employer
contributions to the Company 401(k) plan and Deferred Compensation Plan for
Messrs. Smith, Cousens, Miron and Rinck, are valued at $22,540, $17,954,
$7,510 and $14,137 respectively.
		Perquisites
(financial planning, club membership fees, parking benefits) for Messrs.
Smith, Cousens, Miron, Rinck and Allin, valued at $12,181, $17,886, $10,501,
$18,337 and $16,735, respectively.

| | | The
Company agreed to cover Mr. Smiths US housing for a 2-year period through
May 2011, since he also maintains a residence in the UK for his children who
remain in school in the UK. The housing expense for the one-month of the
fiscal year covered amounted to $23,065. This housing allowance ceased
beginning June 1, 2011. | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | The
Committee agreed to provide Mr. Smith with an allowance for a 2-year period
beginning May 1, 2011, to cover personal travel for himself and his family
between the UK and the US, since part of his family resides in the UK. In
fiscal year 2012, these travel expenses amounted to $65,000. | | | | | | | | | |
| | | Mr.
Allin is a UK-based executive who travels extensively to the US. The Company
has agreed to cover tax preparation and filing assistance in the UK and the
US through PricewaterhouseCoopers for Mr. Allin, amounting to $21,442 in
fiscal year 2012, and included as other compensation. The Company also
agreed to cover penalties and fees related to an under-withholding in the US
for this period, equal to $3,521.45, and included as other compensation.
Given the difference in tax years, and the delay in receiving a refund from
one jurisdiction in time to pay the other jurisdiction, the Company agreed to
provide Mr. Allin with a tax indemnity/equalization payment of $77,478.55,
which Mr. Allin paid back to the Company in full in June 2012 when he
received his UK tax refunds. That amount is not included as other
compensation. | | | | | | | | | |
| | | In
calendar year 2011, covering fiscal 2011 perquisites, Messrs. Smith, Cousens,
Miron and Rinck received reimbursement for taxes on the value of all
perquisites in the amounts of $3,812, $4,749, $8,759 and $11,411
respectively. Gross-ups on perquisites were eliminated in fiscal year 2012. | | | | | | | | | |
| Grants of Plan-Based
Awards Table: | | | | | | | | | | | |
| | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) [i] | All Other Option Awards: Number of Securities Underlying Options (#) [j] | Exercise or Base Price of Option Awards ($/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] | | | |
| Stephen M. Smith | | 6/15/2011 | 220,000 | 880,000 | 1,760,000 | | | | | | |
| | | 6/23/2011 | | | | 5,000 | 20,000 | 40,000 | | 49.55 | 991,000 |
| | | 6/23/2011 | | | | | | 20,000 | | 49.55 | 991,000 |
| | | 6/23/2011 | | | | | | | 100,000 | 49.55 | 1,428,000 |
| Ellis E. Cousens | | 6/15/2011 | 160,000 | 640,000 | 1,280,000 | | | | | | |
| | | 6/23/2011 | | | | 2,500 | 10,000 | 20,000 | | 49.55 | 495,500 |
| | | 6/23/2011 | | | | | | | 65,000 | 49.55 | 928,200 |
| Steven J. Miron | | 6/15/2011 | 106,875 | 427,500 | 855,000 | | | | | | |
| | | 6/23/2011 | | | | 1,250 | 5,000 | 10,000 | | 49.55 | 247,750 |
| | | 6/23/2011 | | | | | | | 25,000 | 49.55 | 357,000 |
| Gary Rinck | | 6/15/2011 | 90,938 | 363,750 | 727,500 | | | | | | |
| | | 6/23/2011 | | | | 1,500 | 6,000 | 12,000 | | 49.55 | 297,300 |
| | | 6/23/2011 | | | | | | | 25,000 | 49.55 | 357,000 |
| Mark J. Allin | | 6/15/2011 | 87,880 | 351,521 | 703,042 | | | | | | |
| | | 6/23/2011 | | | | 1,125 | 4,500 | 9,000 | | 49.55 | 222,975 |
| | | 6/23/2011 | | | | | | | 26,100 | 49.55 | 372,708 |
| (c) to (e): | Represents the annual
incentives for fiscal year 2012 that are based on achievement of financial
goals and strategic milestones. Financial performance measures and relative
weighting of each performance measure, as well as the threshold, target and
outstanding levels of performance, are set at the beginning of the fiscal
year. Revenue, profit and cash flow were the performance measures used for
fiscal year 2012. No annual incentive is payable unless the threshold
performance level is reached for one of the performance measures. Strategic
milestones are designed to drive improved performance for the Company in the
current and future fiscal years. Actual annual incentive payouts are
indicated in column (g) of the Summary Compensation Table. | | | | | | | | | | |

| (f) to (h): | Represents the restricted performance share awards granted for the
2012 through 2014 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 FY2012-14 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, 2015 and the
remaining 50% on April 30, 2016. Dividends are not paid during the
performance period, but are paid on earned shares following the performance
cycle. |
| --- | --- |
| (i): | Mr. Smith was granted an award of 20,000 Class A shares of restricted
stock upon appointment as President and CEO. Shares vest 50% on June 23, 2015
and 50% on June 23, 2016. |
| (j): | Option grants are awarded on an annual basis, have terms of ten years
and 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 2012 all executives received approximately 60% of their targeted
long-term incentive in stock options, excluding Mr. Smiths restricted stock
award. |
| (k): | The closing stock price on June 23, 2011. 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 $49.55 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 $14.28 Black-Scholes value. Refer to Notes 2 and 16 in the Notes
to the Consolidated Financial Statements in the Companys 2012 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]
Stephen M. Smith	17,205			$31.89	6/22/2014	18,200 (2)	822,458	13,000	587,470
	17,205			$38.55	6/21/2015	20,000 (5)	903,800	20,000	903,800
	22,940			$33.05	6/21/2016
	28,675			$48.46	6/27/2017
	14,338			$47.55	6/25/2018
		14,337 (1)		$47.55	6/25/2018
		70,000 (2)		$35.04	6/24/2019
		70,000 (3)		$40.02	6/23/2020
		100,000 (4)		$49.55	6/22/2021
Ellis E. Cousens	44,660			$31.89	6/22/2014	44,800 (2)	2,024,512	10,000	451,900
	60,000			$38.55	6/21/2015			10,000	451,900
	60,000			$33.05	6/21/2016
	65,000			$48.46	6/27/2017
	32,500			$47.55	6/25/2018
		32,500 (1)		$47.55	6/25/2018
		130,000 (2)		$35.04	6/24/2019
		65,000 (3)		$40.02	6/23/2020
		65,000 (4)		$49.55	6/22/2021

Name [a]	Option Awards — Number of Securities Under- lying Unexer- cised Options (#) Exercisable [b]	Number of Securities Underlying Unexer- cised Options (#) Unexer- cisable [c]	Option Exercise Price ($) [e]	Option Expiration Date [f]	Stock Awards — Number of Shares or Units of Stock That Have Not Vested (#) [g]	Market Value of Shares or Units of Stock That Have Not Vested ($) [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]
Steven J. Miron	6,000		$38.55	6/21/2015	2,760 (2)	124,724	5,000	225,950
	4,900		$33.05	6/21/2016			5,000	225,950
	4,400		$48.46	6/27/2017
	2,300		$47.55	6/25/2018
		2,300 (1)	$47.55	6/25/2018
		7,000 (2)	$35.04	6/24/2019
		25,000 (3)	$40.02	6/23/2020
		25,000 (4)	$49.55	6/22/2021
Gary Rinck	12,500		$38.55	6/21/2015	8,400 (2)	379,596	6,000	271,140
	25,000		$33.05	6/21/2016			6,000	271,140
	30,000		$48.46	6/27/2017
	15,000		$47.55	6/25/2018
		15,000 (1)	$47.55	6/25/2018
		30,000 (2)	$35.04	6/24/2019
		25,000 (3)	$40.02	6/23/2020
		25,000 (4)	$49.55	6/22/2021
Mark Allin	5,000		$38.55	6/21/2015	2,520 (2)	113,879	5,000	225,950
	4,100		$33.05	6/21/2016			4,500	203,355
	3,500		$48.46	6/27/2017
	2,250		$47.55	6/25/2018
		2,250 (1)	$47.55	6/25/2018
		7,495 (2)	$35.04	6/24/2019
		28,675 (3)	$40.02	6/23/2020
		26,100 (4)	$49.55	6/22/2021

(1)	Remaining 50% of award vests on April 30, 2013.
(2)	Award vests 50% on April 30, 2013 and 50% on April 30, 2014
(3)	Award vests 50% on April 30, 2014 and 50% on April 30, 2015.
(4)	Award vests 50% on April 30, 2015 and 50% on April 30, 2016.
(5)	Award vests 50% on June 23, 2015 and 50% on June 23, 2016.
(e):	The exercise price of all stock options may not be less than 100% of
the fair market value of the stock on the date of grant.
(f):	Stock options have a term of 10 years. Stock options continue to vest
and can be exercised for three years following retirement, but no later than
the expiration of the option.
(g):	Represents the restricted performance shares earned for the 2010 to
2012 long-term incentive cycle which will vest 50% on April 30, 2013 and 50%
on April 30, 2014, except as otherwise noted in footnote (5).
(h) and (j):	Based on the April 30, 2012 closing market price of Class A stock of
$45.19.
(i):	Represents the target number of restricted performance shares granted
but yet-to-be earned for the 2011-2013 and 2012-2014 long-term incentive
cycles. The 2011-2013 shares, if earned, will vest half on April 30, 2014 and
half on April 30, 2015. The 2012-2014 shares, if earned, will vest half on
April 30, 2015 and half on April 30, 2016.

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]
Stephen M. Smith	33,946	749,792	2,328	105,202
Ellis E. Cousens	70,340	1,714,527	5,586	252,431
Steven J. Miron	7,500	161,630	745	33,667
Gary Rinck	37,500	670,875	2,793	126,216
Mark J. Allin			605	27,340

(c): The value realized on exercise represents the excess of the fair market value of the underlying securities purchased on the date of exercise over the exercise price contained in the option.

| (d): | Vesting of half of the restricted performance shares earned from the
2008-10 Executive Long-Term Incentive Plan (Messrs. Smith, Cousens and Rinck)
and the Business Officer Long-Term Incentive Plan (Messrs. Miron and Allin)
on April 30, 2012, 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 30, 2012, of $45.19. |

| Pension Benefits
Table: — Name [a] | Plan [b] | Number of Years Credited Service (#) [c] | Present Value of Accumulated Benefit ($) [d] | Payments During Last Fiscal Year ($) [e] |
| --- | --- | --- | --- | --- |
| Stephen M. Smith | Qualified Plan | 10 | 281,390 | 0 |
| | Excess Plan | 10 | 567,318 | 0 |
| | SERP | 20 | 3,869,973 | 0 |
| | UK Qualified Plan (1)(2) | 10 | 1,979,849 | 0 |
| | UK Non-Qualified Plan (1)(2) | 10 | 1,575,939 | 0 |
| Ellis E. Cousens | Qualified Plan | 11 | 399,569 | 0 |
| | Excess Plan | 11 | 1,416,365 | 0 |
| | SERP | 11 | 4,798,357 | 0 |
| Steven J. Miron | Qualified Plan | 19 | 258,384 | 0 |
| | Excess Plan | 19 | 314,308 | 0 |
| | SERP | 19 | 2,070,799 | 0 |
| Gary Rinck | Qualified Plan | 8 | 213,595 | 0 |
| | Excess Plan | 8 | 613,859 | 0 |
| | SERP | 8 | 2,547,523 | 0 |
| Mark Allin | Qualified Plan | N/A | N/A | 0 |
| | Excess Plan | N/A | N/A | 0 |
| | SERP | 12 | 872,358 | 0 |
| | UK Qualified Plan (1)(2) | 12 | 571,250 | 0 |

| (1) | Mark Allin and Stephen Smiths Present Value of Accumulated Benefits
from the UK Qualifed and UK Non-Qualfied Plans were calculated using a
British £ to US $conversion factor of 1.6137. |
| --- | --- |
| (2) | Mark Allin and Stephen Smiths Present Value of Accumulated Benefits
from the UK Qualifed and UK Non-Qualfied Plans were calculated using UK
disclosure assumptions as of 4/30/2012. |
| (c): | Credited service is limited to 35 years for all purposes under the
Qualified and Excess Plans and the SERP. |
| | The named executives are entitled to retirement benefits under three
defined benefit plans of the Company: The Employees Retirement Plan of John
Wiley & Sons, Inc. (the Qualified Plan), the Nonqualified Supplemental
Retirement Plan (the Excess Plan), and the Supplemental Executive
Retirement Plan (the SERP). |
| (d): | 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, 2012, calculated using the same assumptions in footnote 15 of
the Companys financial statements, except that the SERP benefit for Messrs.
Cousens and Rinck calculated under the 1989 SERP has no mortality assumption and
under the 1989 and 2005 SERP, no recognition of future salary increases or
pre-retirement mortality. |

| | A
description of each plan follows. |
| --- | --- |
| The Employees Retirement Plan of John Wiley & Sons, Inc. (the Qualified Plan) | The
Company sponsors a qualified defined benefit pension plan to provide
retirement benefits to U.S. based employees of the Company. The Plan pays
benefits at retirement to participants who terminate or retire from the
Company after meeting certain eligibility requirements. Prior to January 1,
2005, benefits under the Qualified Plan provided for annual normal benefits
payable at normal retirement age of 65 based on certain factors times average
final compensation times years of service not to exceed 35 (the Previous
Benefit Formula). |
| | Effective
January 1, 2005 the Qualified Plan formula was revised to provide covered
participants with enhanced future benefits. After January 1, 2005, benefits
are calculated as the sum of: |

A frozen benefit as of December 31, 2004, calculated under the Previous Benefit Formula, plus


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. Smith,
Cousens, Miron, and Rinck is $17,804, $30,168, $13,407, and $3,399,
respectively. |
| Messrs.
Smith and Cousens 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.
Smith and Cousens 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. 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. Cousens and Rinck are 55%, and 50%, 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.
Smith and Cousens are eligible for early retirement under this plan. |
| The John Wiley & Sons Limited Retirement Benefits Scheme (UK Qualified Plan) | The
Company sponsors an approved defined benefit scheme to provide benefits to UK
based employees of the Company. The Scheme provides benefits at retirement to
participants who terminate or retire from the Company after meeting certain
eligibility requirements. Members have a right to take benefits at Normal
Retirement Date (age 65), or earlier subject to conditions as have been
notified to them. |
| | The
basic rate of accrual under the Scheme is 1/60th of Final Pensionable Salary
for each year and complete month of Pensionable Service. Different rates of
accrual are provided for certain members as advised separately to them. |
| | Early
retirement is possible, subject to Company/Scheme Trustees consent, from age
55. A reduction factor, unless otherwise agreed with the Scheme member
concerned under separate notification, is applied for each year (and complete
month) benefits are taken prior to Normal Retirement Date. Reduction factors
are determined by the Scheme Trustees in conjunction with advice from the
Scheme Actuary, and are subject to regular review. |
| The Unapproved Supplemental UK Plan (the UK Non-Qualified Plan) | This
arrangement provides benefits, for individuals nominated by the Company, that
otherwise be denied by Her Majestys Revenue & Customs due to benefit
limitations under approved benefit schemes. For Mr. Smith the Plan originally
provided benefits in the same manner as under the UK Qualified Plan for benefits
in excess of the limits under the latter. However, for Mr. Smith this was
changed by mutual consent in a letter dated November 12, 2009 and signed by
Mr. Smith on November 13, 2009. Under this revised structure, Mr. Smith
agrees to defer his benefit until age 65 (or until termination of employment
if sooner). |

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)
Stephen M.
Smith	48,000	13,565	8,604	N/A	188,210
Ellis E.
Cousens	89,183	10,416	9,955	N/A	222,779
Steven J.
Miron	6,333	N/A	53	N/A	6,386
Gary Rinck	244,005	6,689	32,271	N/A	1,649,671
Mark Allin	N/A	N/A	N/A	N/A	N/A
Participants
in the 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. Since Mr. Allin is a UK-based executive, he is not eligible to
participate in the Nonqualified Deferred Compensation Plan.

Participants designate one or more investment funds which are used to measure the income credited to their account. Although not required to do so, the Company has elected to invest the funds deferred under the plan substantially as directed by the participants. The funds currently available under the NQDC Plan and their returns for the last fiscal year are shown below:

| Deferred
Compensation Funds | Rate of Return for 1 year ending 04/30/2012 |
| --- | --- |
| Vanguard VIF Money Market | 0.14 % |
| PIMCO VIT Total Return | 5.14 % |
| PIMCO VIT Real Return | 10.66 % |
| MFS VIT Value | 2.20 % |
| Fidelity VIP Index 500 | 4.67 % |
| American Funds IS Growth | 0.53 % |
| Invesco Van Kampen VI Mid Cap Value I | 4.14 % |
| Fidelity VIP Mid Cap | -6.47 % |
| Royce Capital Small Cap | -2.38 % |
| Vanguard VIF Small Company Growth | 0.41 % |
| MFS VIT II International Value | -1.85 % |
| MFS VIT II International Growth | -6.40 % |
| Northwestern Mutual Life Insurance | 5.95 % |

| 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), and (d) on the Summary
Compensation Table. |

Payments Upon Termination and Change of Control Tables:
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	$ 1,600,000	$ 1,600,000
Severance Annual Incentive	$ 0	$ 0	$ 0	$ 1,760,000
Prorated Annual Incentive	$ 0	$ 0	$ 0	$ 880,000
ELTIP Restricted Performance Shares	$ 0	$ 0	$ 0	$ 1,491,270
Restricted Stock (Performance Shares Earned
but Not Vested) (1)	$ 1,726,258	$ 1,726,258	$ 1,726,258	$ 1,726,258
Stock Options (2)	$ 0	$ 0	$ 0	$ 1,072,400
Benefits (3)	$ 0	$ 0	$ 43,548	$ 43,548
SERP (4)	$ 3,557,034	$ 3,557,034	$ 3,557,034	$ 6,695,597
Excess Plan (4)	$ 1,629,711	$ 1,629,711	$ 1,629,711	$ 1,629,711
Qualified Plan (4)	$ 1,794,515	$ 1,794,515	$ 1,794,515	$ 1,794,515
NQDC (5)	$ 188,210	$ 188,210	$ 188,210	$ 188,210
280G Tax Gross-up (6)	$ 0	$ 0	$ 0	$ 0
Total:	$ 8,895,728	$ 8,895,728	$ 10,539,276	$ 18,881,509

| (1) | Vesting
accelerates in all 4 termination scenarios since the executive has achieved
age 55 and 10 years of service criteria. |
| --- | --- |
| (2) | Reflects
the intrinsic value of those stock options that become vested because of the
change of control based on the 4/30/2012 closing stock price ($45.19). |
| (3) | Presumes
benefits are similar to those available to salaried employees and therefore
only need to be disclosed in the dismissal columns. |
| (4) | Amounts
shown are lump sum values (based on the PPA mortality table and the Section
417(e)(3) segment rates in effect for April 2012), even though plan documents
only permit annuity payments, except on termination following a change of
control. Annual benefits are: |
| | Qualified:
$118,888 / year as a life annuity |
| | Excess:
$107,970 / year as a life annuity |
| | SERP:
$235,657 / year as a life annuity |

| (5) | Balance is paid as a lump sum on termination following a change of
control; otherwise balance is paid in approximately equal installments over
15 years. |
| --- | --- |
| (6) | Excise tax
gross ups were eliminated in fiscal year 2012. |

| Ellis E. Cousens — Executive
Benefits and 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 | $ 960,000 | $ 1,280,000 |
| Severance Annual
Incentive | $ 0 | $ 0 | $ 0 | $ 1,280,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 0 | $ 640,000 |
| ELTIP Restricted
Performance Shares | $ 0 | $ 0 | $ 0 | $ 903,800 |
| Restricted Stock (Performance Shares Earned but Not Vested) (1) | $ 2,024,512 | $ 2,024,512 | $ 2,024,512 | $ 2,024,512 |
| Stock Options (2) | $ 0 | $ 0 | $ 0 | $ 1,655,550 |
| Benefits (3) | $ 0 | $ 0 | $ 29,661 | $ 39,549 |
| SERP (4) | $ 4,252,212 | $ 4,252,212 | $ 4,252,212 | $ 5,586,190 |
| Excess Plan (4) | $ 1,340,644 | $ 1,340,644 | $ 1,340,644 | $ 1,340,644 |
| Qualified Plan (4) | $ 390,832 | $ 390,832 | $ 390,832 | $ 390,832 |
| NQDC (5) | $ 222,779 | $ 222,779 | $ 222,779 | $ 222,779 |
| 280G Tax Gross-up (6) | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 8,230,979 | $ 8,230,979 | $ 9,220,640 | $ 15,363,856 |

| (1) | Vesting accelerates in all 4 termination scenarios since the
executive has achieved age 55 and 10 years of service criteria. |
| --- | --- |
| (2) | Reflects the intrinsic value of those stock options that become
vested because of the change of control based on the 4/30/2012 closing stock
price ($45.19). |
| (3) | Presumes benefits are similar to those available to salaried
employees and therefore only need to be disclosed in the dismissal columns. |
| (4) | Amounts shown are lump sum values (based on the PPA mortality table
and the Section 417(e)(3) segment rates in effect for April 2012), even
though plan documents only permit annuity payments, except on termination
following a change of control. Annual benefits are: |
| | Qualified: $27,183 / year as a life annuity |
| | Excess: $93,244 / year as a life
annuity |
| | SERP:
$495,540 / year as a 10 year certain |
| (5) | Balance is paid as a lump sum on termination following a change of
control; otherwise balance is paid in approximately equal installments over
15 years. |
| (6) | Excise tax
gross ups were eliminated in fiscal year 2012. |

| Steven J. Miron — Executive
Benefits and 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 | $ 712,500 | $ 950,000 |
| Severance Annual
Incentive | $ 0 | $ 0 | $ 0 | $ 855,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 0 | $ 427,500 |
| ELTIP Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 451,900 |
| Restricted Stock (Performance Shares Earned but Not Vested) | $ 0 | $ 0 | $ 0 | $ 124,724 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 200,300 |
| Benefits (2) | $ 0 | $ 0 | $ 26,834 | $ 35,779 |
| SERP (3) | $ 1,388,847 | $ 1,388,847 | $ 1,388,847 | $ 5,052,543 |
| Excess Plan (3) | $ 228,382 | $ 228,382 | $ 228,382 | $ 228,382 |
| Qualified Plan (3) | $ 199,224 | $ 199,224 | $ 199,224 | $ 199,224 |
| NQDC (4) | $ 6,386 | $ 6,386 | $ 6,386 | $ 6,386 |
| 280G Tax Gross-up (5) | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 1,822,839 | $ 1,822,839 | $ 2,562,173 | $ 8,531,738 |

(1) Reflects the intrinsic value of those stock options that become vested because of the change of control based on the 4/30/2012 closing stock price ($45.19).

| (2) | Presumes benefits are similar to those available to salaried
employees and therefore only need to be disclosed in the dismissal columns. |
| --- | --- |
| (3) | Amounts shown are lump sum values (based on the PPA mortality table
and the Section 417(e)(3) segment rates in effect for April 2012), even
though plan documents only permit annuity payments, except on termination
following a change of control. Annual benefits are: |
| | Qualified: $33,611 / year as a life annuity |
| | Excess: $38,530 / year as a life
annuity |
| | SERP:
$234,310 / year as a life annuity |
| (4) | Balance is paid as a lump sum on termination following a change of
control; otherwise balance is paid in approximately equal installments over
15 years. |
| (5) | Excise tax gross ups were eliminated in fiscal year 2012. |

| Gary Rinck — Executive
Benefits and 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 | $ 485,000 | $ 970,000 |
| Severance Annual Incentive | $ 0 | $ 0 | $ 363,750 | $ 727,500 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 0 | $ 363,750 |
| ELTIP Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 542,280 |
| Restricted Stock (Performance Shares Earned but Not Vested) | $ 0 | $ 0 | $ 0 | $ 379,596 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 433,750 |
| Benefits (2) | $ 0 | $ 0 | $ 8,733 | $ 17,466 |
| SERP (3) | $ 2,548,470 | $ 2,548,470 | $ 2,548,470 | $ 3,339,200 |
| Excess Plan (3) | $ 605,585 | $ 605,585 | $ 605,585 | $ 605,585 |
| Qualified Plan (3) | $ 219,152 | $ 219,152 | $ 219,152 | $ 219,152 |
| NQDC (4) | $ 1,649,671 | $ 1,649,671 | $ 1,649,671 | $ 1,649,671 |
| 280G Tax Gross-up (5) | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 5,022,878 | $ 5,022,878 | $ 5,880,361 | $ 9,247,950 |

| (1) | Reflects the intrinsic value of those stock options that become
vested because of the change of control based on the 4/30/2012 closing stock
price ($45.19). |
| --- | --- |
| (2) | Presumes benefits are similar to those available to salaried
employees and therefore only need to be disclosed in the dismissal columns. |
| (3) | Amounts shown are lump sum values (based on the PPA mortality table
and the Section 417(e)(3) segment rates in effect for April 2012), even though
plan documents only permit annuity payments, except on termination following
a change of control. Annual benefits are: |
| | Qualified: $22,388 / year as a life annuity |
| | Excess: $61,866 / year as a life
annuity |
| | SERP:
$296,991 / year as a 10 year certain |
| (4) | Balance is paid as a lump sum on termination following a change of
control; otherwise balance is paid in approximately equal installments over
15 years. |
| (5) | Excise tax
gross ups were eliminated in fiscal year 2012. |

| Mark Allin — 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 | $ 585,054 | $ 780,072 |
| Severance Annual
Incentive | $ 0 | $ 0 | $ 0 | $ 702,065 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 0 | $ 351,032 |
| ELTIP Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 429,305 |
| Restricted Stock (Performance Shares Earned but Not Vested) (5) | $ 0 | $ 0 | $ 0 | $ 113,879 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 224,324 |
| Benefits (2) | $ 0 | $ 0 | $ 8,920 | $ 11,893 |
| SERP (3) | $ 584,844 | $ 584,844 | $ 584,844 | $ 2,068,260 |
| Excess Plan (3) | N/A | N/A | N/A | N/A |
| Qualified Plan (3) | $ 236,867 | $ 236,867 | $ 236,867 | $ 236,867 |
| NQDC | N/A | N/A | N/A | N/A |
| 280G Tax Gross-up (4) | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 821,711 | $ 821,711 | $ 1,415,685 | $ 4,917,697 |

| (1) | Reflects the intrinsic value of those stock options that become
vested because of the change of control based on the 4/30/2012 closing stock
price ($45.19). | |
| --- | --- | --- |
| (2) | Presumes benefits are similar to those available to salaried
employees and therefore only need to be disclosed in the dismissal columns. | |
| (3) | Amounts shown are lump sum values (based on the PPA mortality table
and the Section 417(e)(3) segment rates in effect for April 2012), even
though plan documents only permit annuity payments, except on termination
following a change of control. Annual benefits are: | |
| | Qualified: $33,726 / year as a life annuity Excess: N/A / year as a life annuity SERP: $98,805 / year as a life annuity | |
| (4) | Excise tax gross ups were eliminated in fiscal year 2012. | |
| 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, 2012. 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, 2012. | | |
| 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. Smith24 months; Messrs. Cousens, Miron and Allin18 months; Mr.
Rinck12 months. |
| | | Restricted
Performance SharesMr. Smithaccelerated vesting of all earned Restricted
Performance Shares for completed cycles. |
| | | Company-paid
health and welfare benefits, for their respective severance periods: Mr.
Smith24 months; Messrs. Cousens, Miron and Allin18 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: Messrs. Smith, Cousens, Miron, Rinck and
Allin24 months. |
| | Severanceannual target incentiveMessrs. Smith, Cousens, Miron,
Rinck and Allin2 years. |
| | Company-paid health and welfare benefits24 months. |
| | 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. |
| | Messrs. Smith, Cousens, Miron and Rincka lump-sum payment of the
accrued benefit under the Excess Plan. |
| | Messrs. Smith, Cousens, Miron and Rinckimmediate payment of the
current balance of the NQDC Plan. |
| Upon a
change of control, as defined, under the 2004 and 2009 Key Employee Stock
Plan, for grants made prior to June 2011, | |
| | All outstanding options shall become immediately exercisable up to
the full number of shares covered by the option. |
| | All outstanding target restricted performance shares shall become
immediately vested. |
| | All shares of restricted stock that would otherwise remain subject to
restrictions shall be free of such restrictions. |
| | Beginning with the June 2011 equity awards, double-trigger vesting of
equity upon a change of control will apply in cases where the acquiring
company is a publicly traded company, and that company assumes or replaces
the outstanding equity. |
| Change of Control shall mean an event which shall occur if there
is: | |
| (i) | a change in the ownership of the Company; |
| (ii) | a change in the effective control of the Company;
or |
| (iii) | a change in the ownership of a substantial portion
of the assets of the Company. |
| For
purposes of this definition, a change in the ownership occurs on the date on
which any one person, or more than one person acting as a group (as defined
in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock
that, together with stock held by such person or group constitutes more than
50% of the total fair market value or total voting power of the stock of the
Company. | |
| A change
in the effective control occurs on the date on which 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 |
| D irectors
Compensation 2012 |
| Our non-employee directors received an
annual retainer of $70,000 and committee chairmen, except the chairman of the
Executive Committee, received an additional annual retainer of $15,000. 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. |
| Effective September 20, 2012, the
annual retainer fee for non-employee directors will be increased to $72,500. |
| Pursuant to the Director Stock Plan,
our non-employee directors receive an annual award of Class A shares equal in
value to 100 percent of their annual total cash compensation, excluding the
additional fees paid to committee chairmen and any expense reimbursements. In
September 2011, a total of 11,340 Class A shares were awarded to directors. |
| The 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.
Nine of our thirteen directors currently participate in the Deferred Plan.
Retainers deferred in cash accrue interest annually based on the prime rate.
Retainers deferred in the form of Class A Common Stock receive dividend
equivalent units based on the closing price of the Class A Common Stock on
the record date. Deferred cash and/or stock is payable to the directors upon
their retirement from the Board, either in a lump sum or in the form of
annual installments. |
| Our active directors and their spouses
are eligible to participate in the Companys Matching Gift Program. The
Company will match the first $1,000 given by the donor as follows:
three-toone on the first $500, and one-to-one on the second $500, up to a
maximum contribution of $2,000 per institution, per donor, per calendar year. |
| The table below indicates the total
cash compensation received by each non-employee director during fiscal 2012. |

Name	Fees Earned or Paid in Cash	Stock Awards	All Other Compensation	Total
Mari Jean
Baker (2)(3)	$70,000.00	$55,000.00	$2,135.93	$127,135.93
Warren J.
Baker (2)(3)(5)	$70,000.00	$55,000.00	$25,939.95	$150,939.95
Jean-Lou
Chameau (2)(3)	$70,000.00	$55,000.00	$135.93	$125,135.93
Linda P.B.
Katehi (2)(3)	$70,000.00	$55,000.00	$135.93	$125,135.93
Matthew S.
Kissner* (2)(3)	$85,000.00	$55,000.00	$13,034.59	$153,034.59
Raymond W.
McDaniel, Jr. (2)(3)(5)	$70,000.00	$55,000.00	$11,700.88	$136,700.88
Eduardo
Menasce* (2)(3)	$85,000.00	$55,000.00	$2,917.44	$142,917.44
William B.
Plummer* (1)(2)(3)	$85,000.00	$55,000.00	$17,153.73	$157,153.73
William J.
Pesce (2)(3)(6)	$90,625.00	$55,000.00	$4,000.00	$149,625.00
Kalpana
Raina (2)(3)	$70,000.00	$55,000.00	$3,112.78	$128,112.78
Bradford
Wiley II (2)(3)	$70,000.00	$55,000.00	$2,000.00	$127,000.00
Peter Booth
Wiley (3)(4)	$0.00	$0.00	$498,500.00	$498,500.00

| * | 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 15, 2011, each of our non-employee Directors received an
annual stock award of 1,134 Class A Shares based on the closing price of
$48.48. All of our non-employee |

| | directors,
except for Mr. B. Wiley II and Mr. William J. Pesce 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 Mr. McDaniel and Dr.
Baker, respectively $1,029.54 and $2,025.89 in interest credited to their
Deferred Cash Compensation Plan in FY2012. Also included are contributions
made under the Companys Matching Gift Program, as described above, as
follows: Ms. M. Baker $2,000; Dr. W. Baker $4,100; Mr. Pesce $4,000; Mr.
B. Wiley $2,000 and Mr. P. Wiley $83,500. |
| (4) | Peter Booth
Wiley, Chairman of the Board, does not receive a retainer for his service on
the board but receives an annual salary of $415,000 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 Dr. Baker began receiving his annual cash retainer in the form of
cash. |
| (6) | Mr. Pesce
became a non-employee director on May 1,2011 and received a pro-rated cash
retainer of $20,625 for his service from May 1, 2011 to September 2011. |

| Name — Mari Jean
Baker | 1,154.65 | |
| --- | --- | --- |
| Warren J.
Baker | 25,444.11 | |
| Jean-Lou
Chameau | 1,154.65 | |
| Linda P.B.
Katehi | 1,154.65 | |
| Matthew S.
Kissner | 16,836.46 | |
| Raymond W.
McDaniel, Jr. | 15,142.93 | |
| Eduardo
Menascé | 6,212.21 | |
| William B.
Plummer | 23,221.70 | |
| Kalpana
Raina | 4,239.06 | |
| Bradford Wiley
II | | |

| 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, 2012. |
| 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 2012 exceeded the threshold for disclosure under
our Corporate Governance Guidelines, which is 2% of the gross revenues of
either the Company or the other organization. |
| O THER MATTERS |
| 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 2012
Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K 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 Shareholder Proposals |
| If a
shareholder intends to present a proposal for action at the 2013 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 12, 2013. 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 2013 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 23, 2013, 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 9-01, Hoboken, New Jersey 07030-5774. |
| --- |
| The
Company has not received notice from any shareholder of its intention to
bring a matter before the 2012 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 2012,
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 9-01, 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. |
| B Y O RDER OF THE B OARD OF D IRECTORS M ICHAEL L. P RESTON |
| Corporate Secretary |
| Hoboken, New
Jersey August 10, 2012 |

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 20, 2012

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 on Form 10-K are available at www.proxyvote.com.

M48623-P28925

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 20, 2012, 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 and 3.

Address Changes/Comments:

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

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

| JOHN WILEY & SONS, INC. 111 RIVER STREET HOBOKEN, NJ 07030 |
| --- |
| Use the
Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time on September 19, 2012 or the
cut-off date for the 401K Plan participants noted below. Have your proxy card
in hand when you access the web site and follow the instructions to obtain
your records and to create an electronic voting instruction form. |
| ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS |
| If you
would like to reduce the costs incurred by our company in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy
cards and annual reports electronically via e-mail or the Internet. To sign
up for electronic delivery, please follow the instructions above to vote
using the Internet and, when prompted, indicate that you agree to receive or
access proxy materials electronically in future years. |
| VOTE BY PHONE - 1-800-690-6903 |
| Use any
touch-tone telephone to transmit your voting instructions up until 11:59 P.M.
Eastern Time on September 19, 2012 or the cut-off date for the 401K Plan
participants noted below. Have your proxy card in hand when you call and then
follow the instructions. |
| VOTE BY MAIL |
| Mark, sign
and date your proxy card and return it in the postage-paid envelope we have
provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717. |

| TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS: |
| --- |
| M48622-P28925 KEEP
THIS PORTION FOR YOUR RECORDS |
| DETACH AND RETURN THIS PORTION ONLY |
| THIS PROXY/VOTING INSTRUCTION CARD IS
VALID ONLY WHEN SIGNED AND DATED. |

| JOHN
WILEY & SONS, INC. | | All | Withhold — All | For All — Except | 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. | |
| --- | --- | --- | --- | --- | --- | --- |
| 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: | | | | | |
| | 01) Mari J. Baker | 03) William B. Plummer | | | | |
| | 02) Raymond W. McDaniel, Jr. | 04) Kalpana Raina | | | | |
| Vote on Proposals: | | For | Against | Abstain | Notice to participants in the John Wiley & Sons, Inc.
Employee Savings Plan (401K) and the Payroll Deduction Employee Stock
Purchase Plan (ESPP): | |
| 2. | Ratification of the appointment of KPMG LLP as independent accountants. | o | o | o | If you participate in the 401K or the ESPP, this proxy card includes
shares that the relevant plans have credited to this account. | |
| 3. | Approval, on an advisory basis, of the compensation of the named executive officers. | o | o | o | | |
| | | | | | To allow for sufficient time for the 401K Trustee to vote,
the Trustee must receive your voting instructions by 11:59 p.m. Eastern
Daylight Time on Monday, September 17, 2012. If the 401K Trustee does not receive your instructions
by that date, the Trustee will vote the shares held in the same proportion as votes from other
participants in the 401K. | |
| For address changes and/or comments, please check this box and write them on the back where indicated. | | | | o | PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD.
When signing as an attorney, executor, administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign. Please sign exactly as your name(s)
appear(s) hereon. | |
| Please indicate if you plan to
attend this meeting. | | o | o | | | |
| | | Yes | No | | | |
| PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS
INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR
INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE. | | | | | | |
| Signature [PLEASE SIGN WITHIN BOX] | | Date | | | Signature (Joint Owners) | Date |

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 20, 2012

YOUR VOTE IS IMPORTANT!

PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

CLASS B

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

M48625-P28925

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 20, 2012, 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)

| | 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 19, 2012. Have your proxy
card in hand when you access the web site and follow the instructions to
obtain your records and to create an electronic voting instruction form. |
| | ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS |
| | If you would like to reduce
the costs incurred by our company in mailing proxy materials, you can consent
to receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access
proxy materials electronically in future years. |
| | VOTE BY PHONE -
1-800-690-6903 |
| | Use any touch-tone telephone to
transmit your voting instructions up until 11:59 P.M. Eastern Time on September 19, 2012. Have your
proxy card in hand when you call and then follow the instructions. |
| | VOTE BY MAIL |
| | Mark, sign and date your proxy
card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |

| TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS: | |
| --- | --- |
| M48624-P28925 | KEEP THIS PORTION FOR YOUR RECORDS |
| | DETACH AND RETURN THIS PORTION ONLY |
| THIS PROXY/VOTING INSTRUCTION CARD IS
VALID ONLY WHEN SIGNED AND DATED. | |

| JOHN
WILEY & SONS, INC. | | All | Withhold — All | For 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) Jean-Lou Chameau | 05) William J. Pesce | | | |
| | 02) Linda Katehi | 06) Stephen M. Smith | | | |
| | 03) Matthew S. Kissner | 07) Jesse Wiley | | | |
| | 04) Eduardo Menascé | 08) Peter Booth Wiley | | | |
| Vote on
Proposals: | | For | Against | Abstain | |
| 2. | Ratification of the appointment of KPMG LLP as independent accountants. | 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 |

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JOHN WILEY & SONS, INC. Proxy Solicitation & Information Statement 2012

31639_psi_2012-08-10_cf769f7a-0e9e-4400-8149-83b43e42f4a3.zip

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JOHN WILEY & SONS, INC. — Proxy Solicitation & Information Statement 2012

31639_psi_2012-08-10_cf769f7a-0e9e-4400-8149-83b43e42f4a3.zip

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JOHN WILEY & SONS, INC. Proxy Solicitation & Information Statement 2012