JOHN WILEY & SONS, INC. — Proxy Solicitation & Information Statement 2017

Aug 18, 2017

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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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Filed by a Party other than the Registrant
Check the appropriate box:
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Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to Section 240.14a-12

JOHN WILEY & SONS, INC.
(Name of Registrant as Specified
in its Charter)
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): — ☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules
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| Matthew S. Kissner |
| --- |
| Interim
CEO & Chairman
of the Board |
| T + 1 201 748 6000 |
| F + 1 201 748 5800 |
| August 18, 2017 |

T o O ur S hareholders :

We cordially invite you to attend the 2017 Annual Meeting of Shareholders of John Wiley & Sons, Inc., to be held on Thursday, September 28, 2017, at 8:00 A.M. EDT. We are also hosting our Annual Meeting online to make it easier for our shareholders to attend. The Annual Meeting will be simulcast online at www.virtualshareholdermeeting.com/JWA2017. Details of access to the webcast are provided in the Notice of Meeting. For shareholders who wish to attend the meeting in person, accommodations will be available at the Company’s headquarters, 111 River Street, Hoboken, New Jersey. The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B shareholders are enclosed with this letter. The matters listed in the Notice of Meeting are described in the Proxy Statement.

The Board of Directors welcomes and appreciates the interest of all our shareholders in the Company’s affairs, and encourages those entitled to vote at this Annual Meeting to take the time to do so. We hope you will attend the meeting, but whether or not you expect to be 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 via the Internet using the instructions printed on the proxy card. This will ensure that your shares are represented at the meeting. Even if you execute this proxy, vote by telephone, or vote via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Corporate Secretary of the Company, by executing and delivering a later-dated proxy (either in writing, by telephone, or via the Internet), or by voting in person or online 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 previously returned your proxy card, voted by telephone, or voted via the Internet prior to the Annual Meeting.

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

Sincerely,
●
Interim CEO & Chairman of the Board

111 River Street, Hoboken, NJ 07030-5774, U.S.
T + 1 201 748 6000
F + 1 201 748 5800
www.wiley.com

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Joanna Jia
Corporate Secretary
T + 1 201 748 6020
F + 1 201 748 5800

N otice of A nnual M eeting of S hareholders to be held S eptember 28, 2017

T o O ur S hareholders :

The Annual Meeting of Shareholders of John Wiley & Sons, Inc. will be held online at www.virtualshareholdermeeting.com/JWA2017. For shareholders who wish to attend the meeting in person, accommodations will be available at the Company’s headquarters, 111 River Street, Hoboken, New Jersey. The Annual Meeting will be held on Thursday, September 28, 2017 at 8:00 A.M. EDT, for the following purposes:

1. To elect a board of eleven (11) directors, of whom four (4) are to be elected by the holders of Class A Common Stock voting as a class and seven (7) are to be elected by the holders of Class B Common Stock voting as a class;

2. To ratify the appointment by the Board of Directors of the Company’s independent public accountants for the fiscal year ending April 30, 2018;

3. To hold an advisory vote to approve named executive officer compensation;

4. To hold an advisory vote on the frequency of named executive officer compensation vote; and

5. 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 August 4, 2017 are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. Attendance at the Annual Meeting will be limited to shareholders as of the record date. Each shareholder will need to provide an admission ticket or proof of ownership of the Company’s stock and valid picture identification for admission to the meeting. Admission procedures are described further on page 1 of the Proxy Statement.

111 River Street, Hoboken, NJ 07030-5774, U.S.
T + 1 201 748 6000
F + 1 201 748 5800
www.wiley.com

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Please vote by proxy in one of these ways:

● Use the toll-free telephone number shown on your proxy card or voting instructions form (if you receive proxy materials from a broker or bank);

● Visit the Internet website at www.proxyvote.com; or

● Sign, date and promptly return your proxy card in the postage-prepaid envelope provided.

J oanna J ia
Corporate Secretary
August 18, 2017
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 or online, if you attend the Annual Meeting.

111 River Street, Hoboken, NJ 07030-5774, U.S.
T + 1 201 748 6000
F + 1 201 748 5800
www.wiley.com

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| PROXY STATEMENT |
| --- |
| This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of John Wiley & Sons, Inc. (the “Company” or “Wiley”) of proxies to
be used at the Annual Meeting of Shareholders to be held on September 28, 2017 at the time and place set forth in the accompanying
Notice of Meeting and at any and all adjournments thereof. This Proxy Statement and accompanying forms of proxy relating to
each class of Common Stock, together with the Company’s Annual Report on Form 10-K for the fiscal year ended April 30,
2017 (“Fiscal 2017”), are first being sent or given to shareholders on or about August 18, 2017. |
| The executive offices of the Company
are at 111 River Street, Hoboken, New Jersey 07030-5774. Attending
the Annual Meeting Attendance at the Annual Meeting
is limited to shareholders as of August 4, 2017, the record date. You will need to provide proof of ownership to enter the Annual
Meeting. If your shares are held beneficially in the name of a bank, broker or other holder of record, you must present proof,
such as a bank or brokerage account statement, of your ownership of common stock as of August 4, 2017, to be admitted to the Annual
Meeting. For holders of record, please bring either the admission ticket attached to your proxy card or your Notice of Internet
Availability of Proxy Materials. At the Annual Meeting, representatives of the Company will confirm your shareholder status. Shareholders
must also present a form of photo identification such as a driver’s license or passport to be admitted to the Annual Meeting.
No cameras, recording equipment, electronic devices, bags, briefcases, packages or similar items will be permitted at the Annual
Meeting. |
| Important Notice Regarding the Availability of Proxy Materials for the |
| Annual Meeting of Shareholders to be held on September 28, 2017 |
| This year we are again using the “Notice and Access” system
adopted by the U.S. Securities and Exchange Commission (the “SEC”) 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 of Meeting. 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. |

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T able of C ontents

VOTING SECURITIES, RECORD DATE, PRINCIPAL HOLDERS		pg. 3
PROPOSALS ON WHICH YOU MAY VOTE		pg. 5
Proposal 1. Election of Directors’ Nominees for the Board of Directors		pg. 5
Ø	Process for Identifying and Evaluating Nominees for Director	pg. 5
Ø	Director Qualifications	pg. 5
Ø	Election of Directors	pg. 6
Proposal 2. Ratification of KPMG as Independent Accounting Firm		pg. 11
Proposal 3. Advisory Vote on Approval of Named Executive Officer Compensation		pg. 12
Proposal 4. Advisory Vote on Frequency of Executive Compensation Vote		pg. 13
GOVERNANCE OF THE COMPANY AND BOARD STRUCTURE		pg. 14
Ø	Board of Directors and Corporate Governance	pg. 14
Ø	Committees of the Board of Directors and Certain Other Information Concerning the Board	pg. 15
Ø	Board and Committee Oversight of Risk	pg. 17
Ø	How Do We Address Risk in Our Compensation Program?	pg. 17
Ø	Transactions with Related Persons	pg. 18
Ø	Corporate Governance Principles	pg. 19
Ø	Beneficial Ownership of Directors and Management	pg. 21
Ø	Section 16(a) Beneficial Ownership Reporting Compliance	pg. 23
REPORT OF THE AUDIT COMMITTEE		pg. 23
Ø	Fees of Independent Auditor	pg. 23
EXECUTIVE COMPENSATION		pg. 25
Ø	Report of the Compensation Committee	pg. 25
Ø	Compensation Committee Interlocks and Insider Participation	pg. 25
Ø	Performance Graph	pg. 25
Ø	Fiscal 2017 Compensation Discussion and Analysis	pg. 26
DIRECTORS’ COMPENSATION		pg. 51
Ø	Directors’ Compensation Fiscal 2017	pg. 51
OTHER MATTERS		pg. 53
Ø	Manner and Expenses of Solicitation	pg. 53
Ø	Electronic Delivery of Materials	pg. 54
Ø	Deadline for Submission of Shareholder Proposals	pg. 54

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| VOTING SECURITIES, RECORD DATE, PRINCIPAL HOLDERS |
| --- |
| At the close of business on August
4, 2017, there were 47,917,413 shares of Class A Common Stock, par value $1.00 per share (the “Class A Stock”),
and 9,167,393 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 August 4, 2017 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 seven (7) directors. Each outstanding share of Class A Stock 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
Stock or Class B Stock entitled to vote for directors designated as Class A or Class B directors, as the case may be, will
constitute a quorum for the purpose of voting to elect that class of directors. All elections shall be determined by a plurality
of the class of shares voting thereon. Only shares that are voted in favor of a particular nominee will be counted toward
such nominee’s achievement of a plurality. Shares present at the meeting that are not voted for a particular nominee
or shares present by proxy where the shareholder properly withheld authority to vote for such nominee will not be counted
toward such nominee’s achievement of a plurality. |
| The holders of the Class A Stock
and Class B Stock vote together as a single class on all other business that properly comes before the Annual Meeting, with
each outstanding share of Class A Stock entitled to one-tenth (1/10) of one vote and each outstanding share of Class B Stock
entitled to one vote. |
| Proposals 2, 3 and 4 require approval
by a majority of votes cast at the Annual Meeting. Abstentions and broker non-votes are not counted in determining the votes
cast for “non-routine” matters, 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 as the proposal is considered a “routine matter.” |
| The following table and footnotes
set forth, at the close of business on August 4, 2017, information concerning each person 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 Stock or Class B Stock.
The percentage of ownership is calculated based on 47,917,413 outstanding shares of Class A Stock and 9,167,393 outstanding
shares of Class B Stock on August 4, 2017. 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. |
| Security
Ownership of Certain Beneficial Owners |

| Name and Address | Title
Of Class | Amount And Nature Of Beneficial Ownership | Percent Of Class | Percentage Of Voting Power |
| --- | --- | --- | --- | --- |
| E.P.
Hamilton Trusts, LLC (1) | A | 462,338 | 0.96% | 0.33% |
| 965 Mission Street | B | 8,125,536 | 88.64% | 58.21% |
| San Francisco,
CA | | | | |
| Deborah
E. Wiley (2)(3)(4) | A | 1,253,434 | 2.62% | 0.90% |
| 111 River Street | B | 18,643 | 0.20% | 0.13% |
| Hoboken, NJ | | | | |
| Peter
Booth Wiley (2)(3)(4) | A | 1,227,178 | 2.56% | 0.88% |
| 111 River Street | B | 18,642 | 0.20% | 0.13% |
| Hoboken, NJ | | | | |

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Name and Address	Title Of Class	Amount And Nature Of Beneficial Ownership	Percent Of Class	Percentage Of Voting Power
Bradford
Wiley II (2)(3)(4)	A	946,952	1.98%	0.68%
111 River Street	B	12,240	0.13%	0.09%
Hoboken, NJ
Franklin
Advisory Services LLC (5)	A	5,016,505	10.47%	3.59%
55 Challenger Road
5th floor
Ridgefield Park,
NJ 07660-2107
The
Vanguard Group, Inc. (5)	A	4,286,630	8.95%	3.07%
100 Vanguard Boulevard
V 26
Malvern, PA 19355-2331
SSgA
Funds Management, Inc. (5)	A	2,852,272	5.95%	2.04%
State Street Financial
Center 1 Lincoln Street
Boston, MA 02111-2901
BlackRock
Fund Advisors (5)	A	3,396,598	7.09%	2.43%
400 Howard Street
San Francisco,
CA 94105-2618
Champlain
Investment Partners LLC (5)	A	3,154,365	6.58%	2.26%
180 Battery Street, Suite
400
Burlington, VT 05401-5334

| (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 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. |
| (3) | Includes
400,000 shares of indirectly owned Class A Common Stock representing a membership interest in WG6 LLC. |
| (4) | 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 purposes of this table, each is shown as the owner of one-third
of such shares. |
| (5) | Based
on filings with the Securities and Exchange Commission, including filings as March 31, 2017 pursuant to Rule 13f-1 of the
Securities Exchange Act of 1934, and other information deemed reliable by the Company. |

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| PROPOSALS ON WHICH YOU MAY VOTE |
| --- |
| Proposal 1. Election of Directors’ Nominees for the Board of Directors |
| Process for Identifying and Evaluating Nominees for Director |
| The Board annually recommends the slate of director nominees for election
by the shareholders at the Annual Meeting and is responsible for filling vacancies on the Board at any time during the year.
The Governance Committee has a process to identify and review qualified individuals to stand for election, regardless of whether
the current directors, a search firm or shareholders recommend the potential nominee. The Governance Committee has the authority
to independently engage the services of a third-party search firm or other consultant to assist in identifying and screening
potential director nominees, and has engaged a third-party search firm to do so. The full Board reviews and has final approval
on all potential director nominees being recommended to the shareholders for election to the Board. |

| The Board and the Governance
Committee consider, at a minimum, the following factors in recommending potential new Board members or the continued service
of existing members: |
| --- |
| (1) The Board seeks qualified individuals
who, taken together, represent the required diversity of skills, backgrounds and experience for the Board taken as a whole;
(2) A director should have the required expertise and experience, should have a proven record of professional success and
leadership and should be able to offer advice and guidance to the Company; (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 eleven director nominees standing for election, three are female and two are minorities);
(6) A majority of directors should be independent; and (7) A director retires from the Board at the annual meeting following
his or her 70th birthday, unless an exception is approved by the Board. |
| Director Qualifications |
| The Company’s Board has identified
the following skill sets that are most important to the successful implementation of the Company’s 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 nominee’s specific experience, qualifications and skills can be found in the biographical information
below. |
| There are eleven (11) nominees for election
this year. Detailed information on each nominee is provided on pages 6 to 10. Except when the Board fills a vacancy occurring
during the year preceding the next Annual Meeting of Shareholders, all directors are elected annually and serve a one-year
term until the next Annual Meeting. |
| Eleven (11) 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 and if 30% of the authorized number of directors is not a whole
number, the holders of Class A Stock are entitled to elect the nearest higher whole number of directors that is at least 30%
of such membership. 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 seven (7) directors. |

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All 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 2016, except David C. Dobson who was elected to the Board effective March 22, 2017, to fill the vacancy created by the resignation of Eduardo Menascé. The Company’s By-Laws provide for mandatory retirement of directors at age 70, but gives the Board discretion to nominate for election a candidate who, by reason of having attained age 70, would otherwise not be qualified to serve if the Board deems that special circumstances justify such action.

| | Matthew S. Kissner and Gary M. Rinck 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. |
| --- | --- |
| | Election of Directors |
| | Directors to be Elected by Class A Shareholders and
Their Qualifications |
| ● | George Bell, a director since 2014, has been affiliated with General Catalyst Partners,
a venture capital and private equity firm, as a Managing Director and then an Executive in Residence, from 2006 to 2016. Mr.
Bell is a 30-year veteran of creating and growing consumer-facing and software businesses. From October 2010 to November 2013,
he was President and CEO of Jumptap, a General Catalyst portfolio company, which sold to Millennial Media (NYSE: MM). Mr.
Bell was also President and CEO of Upromise 2001-2006, sold to Sallie Mae; former chairman and CEO of Excite and Excite@Home
1996-2001; founder of The Outdoor Life Network (now NBC Sports Network); former senior vice president of Times Mirror Magazines,
overseeing titles such as SKI and Field & Stream; recipient of the Ernst & Young Entrepreneur of the Year Award for
California and New England; four-time Emmy Award-winning producer and writer of documentaries on adventure, wildlife, and
vanishing cultures. Mr. Bell is on the board of several technology-enabled private companies, and has served on the board
of Angie's List (NYSE: ANGI) since March 2016. Age 60. |
| | Mr. Bell’s qualifications for service on the Company’s Board include: (i) more
than 30 years of entrepreneurial experience creating and growing consumer businesses as CEO; (ii) significant operating experience
in consumer businesses, including introducing new business models and leveraging technology; and (iii) significant experience
in assessing company operations and strategy. |
| ● | Laurie A. Leshin, a director since 2015, became the 16th president of Worcester Polytechnic
Institute (WPI) in June of 2014. Dr. Leshin brings to the Wiley board over 20 years of experience as a leader in academia
and government service, and an accomplished record as a space scientist. Prior to joining WPI, Dr. Leshin served as the Dean
of the School of Science at Rensselaer Polytechnic Institute in New York. There she expanded and strengthened interdisciplinary
scientific research and education, championed diversity in STEM, and significantly expanded fundraising and outreach initiatives.
While at Rensselaer, Dr. Leshin continued her work as a scientist for the Mars Curiosity Rover mission and was appointed by
President Obama to the Advisory Board for the Smithsonian National Air and Space Museum. Prior to joining Rensselaer, Dr.
Leshin served as the deputy director of NASA’s Exploration Systems Mission Directorate, where she was responsible for
oversight of NASA’s future human spaceflight programs and activities. Dr. Leshin also worked as the director of science
and exploration at NASA’s Goddard Space Flight Center. Dr. Leshin is a recipient of NASA’s Outstanding Leadership
Medal, NASA’s Distinguished Public Service Medal, and the Meteoritical Society’s Nier Prize. She has served on
the Board of Directors of Women in Aerospace and the Council of the American Geophysical Union. Age 52. |
| | Dr. Leshin’s qualifications for service on the Company’s Board include: (i) executive
leadership experience in academia and government service; (ii) being a leading scientist and educator in her field, (iii)
insight into the needs and practices of the academic and research community critical for developing and innovating new business
models in our key businesses. |

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| ● | William Pence , joined the Wiley Board on May 1, 2016. Mr. Pence is an accomplished
leader in the digital technology industry with over 25 years of experience. Most recently, Mr. Pence was Global Chief Technology
Officer for AOL. In that role he led all aspects of AOL’s global technology strategy, platform development and external
technology partnerships, as well as playing a key leadership role in the overall strategy and direction of AOL. He also created
and led Area 51, which was focused on synchronizing innovation efforts across AOL’s venture investments, incubators,
university relations, and internal R&D. Before joining AOL, Mr. Pence served as Executive Vice President and Chief Technology
Officer of WebMD from 2007 to 2014 as well as Chief Operating Officer of WebMD from 2012 to 2014. At WebMD, he led many cross-company
initiatives that drove innovative new products, improved operational efficiencies and user experiences for consumers and advertiser
partners. He also drove technology and corporate operations improvement through automation, cloud technology and data management
systems. Mr. Pence was instrumental in mobile product efforts across WebMD’s properties as well as the company’s
global expansion. Prior to WebMD, Mr. Pence served as Chief Technology Officer and Senior Vice President at Napster from 2003
to 2007. From 2001 to 2003, he served as Senior Vice President and Chief Technology Officer of Pressplay, a Universal Music
Group/Sony Music Entertainment joint venture, and from 2000 to 2001 he served as Senior Vice President and Chief Technology
Officer of Universal Music Group. Previously, Mr. Pence spent more than a decade at IBM. Age 54. |
| --- | --- |
| | Mr. Pence’s qualifications for service on the Company’s Board include: (i) 25
years of experience in developing and bringing innovative technology based products to market and (ii) operating experience
as a technology executive. |
| ● | 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 including 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 a member
of Women Corporate Directors, The National Association of Corporate Directors, a director of Information Services Group, Inc.,
a director of Yellow Media Group, a Canadian public company, since December 2012, and was a director of Real Networks and
The World Policy Institute until December 2013. Ms. Raina is also a past member of The US-India Business Council. Age 62. |
| | Ms. Raina’s qualifications for service on the Company’s Board include: (i) 18
years of 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. |

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Directors to be Elected by Class B Shareholders and Their Qualifications

| ● | Matthew S. Kissner , a director since 2003, is the Chairman of the Board of Directors of John Wiley & Sons, Inc. and was appointed as the Company’s Interim Chief Executive Officer on May 8, 2017. He is also a member of the Board Executive Committee of the Regional Plan Association, a non-profit urban research and advocacy organization that develops long-range plans and policies to guide the growth and improve the prosperity, infrastructure, sustainability, and quality of life of the New York/New Jersey/Connecticut metropolitan region. Age 63. Mr. Kissner’s extensive
leadership experience includes several senior positions with Pitney Bowes, where he led a number of businesses, as well as leadership
roles with Bankers Trust, Citibank, and Morgan Stanley. He has also been a private equity operating partner focusing on business,
financial, and healthcare services. Mr. Kissner is an alumnus of New York University, where he obtained an MBA and a BS in Education,
both with honors. |
| --- | --- |
| ● | Mari J. Baker, a director since 2011, has held a number of executive officer positions in public and private companies primarily in technology fields, including roles as CEO of PlayFirst, Inc. and Navigenics, Inc., COO of Velti, plc (NASDAQ:VELT), President of BabyCenter, Inc., a Johnson and Johnson company (NYSE: JNJ), and SVP/General Manager at Intuit, Inc. (NASDAQ: INTU). She has been involved in the venture capital community, including serving as executive-in-residence at Kleiner Perkins Caulfield and Byers; in the higher education community, as a Trustee of Stanford University as well as an Advisor to the Clayman Institute at Stanford; and in the executive leadership community, through her service as an officer in Young Presidents Organization. In addition to John Wiley & Sons, Ms. Baker currently serves on the board of Blue Shield of California. Age 52. Ms. Baker’s qualifications
for service on the Company’s Board include: (i) service on the boards of Velti, PlayFirst, Navigenics and Cozi Group, Inc.
and on the Board of Trustees of Stanford University; and (ii) being a proven business leader, experienced general manager and
internet marketing veteran. |
| ● | David C. Dobson , joined
the Wiley Board on March 22, 2017, and has served as Digital River’s Chief Executive Officer since February 2013. Mr. Dobson
served as an independent business consultant from July 2012 to February 2013. From July 2010 to July 2012, Mr. Dobson served as
executive vice president and group executive, Global Lines of Business, at CA Technologies, a global provider of products and
solutions for mainframe, distributed computing and cloud computing environments. From August 2009 to July 2010, Mr. Dobson served
as President of Pitney Bowes Management Services, Inc., a wholly owned subsidiary of Pitney Bowes Inc., a manufacturer of software
and hardware and a provider of services related to documents, packaging, mailing and shipping. From June 2008 to July 2009, Mr.
Dobson served as Executive Vice President and Chief Strategy and Innovation Officer of Pitney Bowes Inc., where he was responsible
for leading the development of the company’s long-term strategy. From June 2005 to June 2008, Mr. Dobson served as chief
executive officer of Corel Corporation, a global provider of leading software titles. Prior thereto, Mr. Dobson previously spent
19 years at IBM where he held a number of senior management positions, including corporate vice president, Emerging Business Opportunities,
and president and general manager, IBM Printing Systems Division. Age 55. Mr. Dobson’s qualifications
for service on the Company’s Board include: (i) extensive experience in senior management positions and (ii) experience
with building and growing online businesses on a global basis. |

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| ● | Raymond
W. McDaniel, Jr., a director since 2005, has been Chief Executive Officer of Moody’s
Corporation since April 2005. From 2005 to April 2012 he also served as Chairman of Moody’s
Corporation. In April 2012 he was named President of Moody’s Corporation in addition
to Chief Executive Officer. He previously served as Chief Operating Officer of Moody’s
Corporation from January 2004; President of Moody’s Corporation from October 2004; and
President of Moody’s Investors Service since 2001. In prior assignments with Moody’s,
he served as Senior Managing Director for Global Ratings & Research; Managing Director
for International; and Director of Moody’s Europe, based in London. He has been a member
of Moody’s Corporation Board of Directors since 2003. In 2015 Mr. McDaniel was named
as a member of the Board of Trustees of Muhlenberg College. Age 59. Mr. McDaniel’s qualifications for service on the Company’s Board include: (i)
over eight years of experience as Chairman and over 12 years of experience as Chief Executive Officer of Moody’s Corporation;
(ii) extensive international experience; and (iii) experience in implementing international business expansion and new products. |
| --- | --- |
| ● | William J. Pesce, a director since 1998, served as the Company’s 10th President
and Chief Executive Officer for 13 years from May 1998 to April 2011, when he retired after nearly 22 years at the Company.
Mr. Pesce is a member of the Board of Trustees of William Paterson University, where he serves as a member of the Executive
Committee, Chair of the Educational Policy and Student Development Committee and member of the Nominations and Governance
Committee. Mr. Pesce is a benefactor and advisor to the Pesce Family Mentoring Institute at William Paterson University. He
served on the Board of Overseers of NYU’s Stern School of Business for 17 years. Mr. Pesce serves as a guest lecturer,
speaking with students about leadership, ethics and integrity. He launched Pesce Family Ventures, LLC in 2015 to invest in
early stage companies, particularly entities that leverage enabling technology to serve customers. Age 66. |
| | Mr. Pesce’s qualifications for service on the Company’s Board 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 Company’s stock price, while being named to several
“best companies” lists; extensive experience with leading a global public company, strategic planning, financial
planning and analysis, acquisitions and partnerships, and investor relations; active engagement with leaders, faculty and
students in the academic community; and exposure to innovative, technology-enabled business models at early stage companies. |
| ● | 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. Mr. Plummer formerly
served on the board of UIL Holdings Corporation, where he was a member of both the Compensation and Executive Development committee
and the Retirement Benefits Plans Investment committee. He currently serves on the board of Global Payments, Inc., where he chairs
the Audit committee and is a member of the Risk Oversight committee. Age 58. Mr. Plummer’s qualifications
for service on the Company’s 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. |

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●
The Board recommends a vote “FOR” the election of its nominees.

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| Proposal 2. Ratification of KPMG as Independent
Accounting Firm |
| --- |
| The Audit Committee is responsible for the appointment, compensation
and oversight of the independent auditor. The Audit Committee has appointed KPMG LLP (“KPMG”) as the Company’s
independent auditors for fiscal year 2018. 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: |
| “RESOLVED, that the appointment by the Audit Committee of KPMG LLP as independent
public accountants for the Company for the fiscal year ending April 30, 2018 be, and it hereby is, ratified.” |
| In the event that the foregoing proposal is defeated, the adverse vote
will be considered by the Audit Committee in its selection of auditors for the following year. However, because of the difficulty
and expense of making any substitution of auditors so long after the beginning of the current fiscal year, it is contemplated
that the appointment for the fiscal year ending April 30, 2018 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. |

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| Proposal 3. Advisory Vote on Named Executive Officer Compensation |
| --- |
| We are requesting
that shareholders indicate their approval of our Named Executive Officers’ compensation, as described in the compensation
tables, narrative discussion, 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 Fiscal 2017 was consistent
with the principles of our compensation philosophy and reflects our financial performance, the cumulative return to shareholders
in Fiscal 2017 and achievements of the executive team. Our compensation philosophy is designed to (i) align the Company’s
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 Fiscal
2017 compensation packages reflect these guiding principles. |
| The discussion set forth in the Compensation Discussion and Analysis
on pages 26 to 51 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. |

| 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 on an advisory basis the compensation of the Company’s Named Executive Officers, as described in the
compensation tables, narrative discussion and Compensation Discussion and Analysis, set forth in this Proxy Statement.” |
| The Board of Directors
Recommends A Vote “For” Approval, On An Advisory Basis, Of The Compensation Of John Wiley & Sons, Inc.’s
Named Executive Officers As Disclosed In This Proxy Statement. |

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| Proposal
4. Advisory Vote on Frequency of Named Executive Officer Compensation Vote We
are presenting the following proposal, which gives you as a shareholder the opportunity to inform the Company as to how
often you wish the Company to include a proposal, similar to Proposal 3, in our Proxy Statement. This resolution is required
pursuant to Section 14A of the Securities Exchange Act of 1934. Our
Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative
for the Company and therefore the Board is again recommending that stockholders select a frequency of every year. The
Board considers that an advisory vote at such frequency will provide our stockholders with sufficient time to evaluate
the effectiveness of our compensation philosophy, objectives and practices in the context of our business results. The
holders of a majority of the Company’s outstanding shares agreed with our approach when the last advisory vote was
solicited and selected a frequency of once every year. With
respect to the advisory proposal on the frequency of holding future advisory votes on the compensation of our named executive
officers, you may vote for “Every Year,” “Every Two Years” or “Every Three Years”
or mark your proxy “Abstain.” We will consider shareholders to have expressed a non-binding preference for
the frequency that receives the highest number of favorable votes. While
our Board of Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote
will not be binding on us and is advisory in nature. |
| --- |
| The
Board of Directors Recommends A Vote For “Every Year,” On An Advisory Basis, On the Frequency Vote To Approve
Named Executive Officer Compensation. |

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| GOVERNANCE
OF THE COMPANY AND BOARD STRUCTURE |
| --- |
| The Company’s
Board of Directors is elected annually by the shareholders to provide oversight so that the long-term interests of the shareholders
are served. The Company’s business is conducted by its employees under the direction of the CEO and with the oversight
of the Board. |
| Board
of Directors and Corporate Governance |
| Director Independence |
| The Board is
currently composed of eleven (11) members. Jesse C. Wiley is a member of the Wiley family. Matthew S. Kissner is
currently serving as the Company’s Interim CEO. The Board has affirmatively determined that all of our directors, except
Matthew S. Kissner and Jesse C. Wiley, meet the independence guidelines the Board sets forth in its Corporate Governance Principles
which are published on our web site at http://www.wiley.com/WileyCDA/Section/id-301708.html. |
| Board Leadership Structure |
| The Board of
Directors is currently led by Matthew S. Kissner, our Chairman and Interim Chief Executive Officer. |
| Meetings of
the Board of Directors are called to order and led by the Chairman. All members of the Board are elected annually. |
| At
this present time, the roles of Chairman and Chief Executive Officer are combined as Mr. Kissner serves as the Company’s
Interim Chief Executive Officer. The Board of Directors believes this combined role is in the best interest of its shareholders
given Mr. Kissner’s tenure as a director since 2003 and his familiarity with the Company’s key businesses.
However, once the Company appoints a new Chief Executive Officer, the Board of Directors expects to again separate the
roles of Chairman and Chief Executive Officer. 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 Company’s strategic
business plans and managing the Company’s 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 Company’s prospects for success. |

| For
the foregoing reasons, the Board of Directors has determined that its current leadership structure is appropriate and in the
best interests of the Company’s shareholders. |
| --- |
| Other Governance Practices |
| Non-Management
Executive Sessions: The Board has regularly scheduled non-management executive sessions of non-management directors following
each Board meeting. |
| Orientation
and Continuing Education: The Company’s 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 2016, all directors standing for election attended the Annual
Meeting. |
| Annual Evaluation: The Board annually conducts a self-evaluation of the Board and its individual members, including the Chairman of the Board. |
| In 2017, the
Board engaged a third party facilitator to help administer the annual Board Evaluation. The objective of the annual evaluation
is to ensure that the Board is functioning at a high level and is providing the best value and performance for the Company’s
stakeholders, management and employees. The Board’s Governance Committee is responsible for the design and administration
of the annual Board evaluation process and uses a variety of methods to produce an evaluation of the full Board, Board committees
and individual directors. The information obtained from the annual evaluations is used to direct future Board agendas, ensure
good communication among the directors and with management, and to review future board candidate qualifications. |

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| Code
of Ethics. The Company has adopted a Business Conduct and Ethics Policy (the “Code of Ethics”) that applies
to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller,
and any persons performing similar functions, as well as all directors, officers and employees of the Company. The Company
also maintains a Code of Ethics policy for its Senior Financial Officers. The Code of Ethics is posted on the Company’s
website at www.wiley.com/WileyCDA/Section/id-301715.html. The Company intends to satisfy the disclosure requirements regarding
any amendments to, or waivers from, a provision of the Code of Ethics for the Company’s principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting
such information on its website. |
| --- |
| Committees
of the Board of Directors and Certain Other Information Concerning the Board |
| Committee Structure |
| The
Board has established five standing committees: the Audit Committee, the Executive Compensation & Development Committee,
the Governance Committee, the Executive Committee, and the Technology Committee. Each Committee conducts an annual self-evaluation
of performance and reviews compliance with the current charter of the committee. The Board reviews and approves the committee
charters annually. Copies of the committee charters can be found on our website at www.wiley.com. |

The following table indicates Board membership and total meetings of the Board and its standing committees in Fiscal 2017:

Name	Board	Audit	Compensation	Executive	Governance	Technology
Mark J. Allin**	X			X
Mari Jean Baker	X	C*				X
George Bell	X		X		C*
David C. Dobson***	X	X
Matthew S. Kissner	C*
Raymond W. McDaniel, Jr.	X		C*	X
Eduardo Menascé**	X	X
Laurie A. Leshin	X		X
William Pence	X				X	X
William J. Pesce	X			C*	X
William B. Plummer	X	X				X
Kalpana Raina	X	X
Jesse C. Wiley	X			X	X	C*
Peter Booth Wiley **	X				X
Fiscal
2017 Meetings	12	8	6	8	4	5

| *
Committee Chair |
| --- |
| Note: From May 1, 2016 to September 22, 2016, Mr. McDaniel and Mr. Menascé served on the Audit Committee, at which
time Mr. Plummer and Ms. Raina replaced them for the balance of Fiscal 2017. From May 1, 2016 to September 22,
2016, Ms. Raina served as Chair of the Compensation Committee, at which time Mr. McDaniel replaced her as Chair for the balance
of Fiscal 2017. From May 1, 2016 to September 22, 2016, Mr. Plummer served on the Compensation Committee. From
May 1, 2016 to September 22, 2016, Mr. Peter B. Wiley served on the Governance Committee, at which time Mr. Jesse C. Wiley
replaced him for the balance of Fiscal 2017. Mr. Pence was appointed to the Governance Committee on September 22,
2016. |
| **
Messrs. Eduardo Menascé and Peter B. Wiley each tendered their resignations
from the Board in 2016 and did not stand for reelection at the 2016 Annual Meeting. Mr. Allin resigned as a director on
May 8, 2017. He will not be standing for reelection at the 2017 Annual Meeting. ***
Mr. Dobson was appointed as a Director on March 22, 2017, and was appointed to the Audit Committee as of June 20, 2017. |

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| During
Fiscal 2017, all of the Directors attended at least 75% of the meetings of the Board of Directors and the respective committees
of the Board of Directors of which they were a member. |
| --- |
| 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. The Executive
Committee reviews the annual objectives of the Chairman and CEO and recommends approval of the objectives by the Board. The
Executive Committee also evaluates the performance of the Chairman and CEO throughout the year relative to the approved objectives,
and provides an annual assessment to the Executive Compensation and Development Committee (for compensation) and the Board
of Directors (for approval of assessment). |

| Audit
Committee. The Audit Committee assists the Board in fulfilling its fiduciary oversight responsibilities relating to the
integrity of the Company’s financial statements filed with the SEC, accounting policies, adequacy of disclosures, the
Company’s compliance with legal and regulatory requirements, the financial reporting process, the systems of internal
accounting and financial controls, and the sufficiency of auditing relative thereto. The Audit Committee is also responsible
for evaluating the qualification, independence and performance of the independent public accounting firm engaged to audit
the Company’s financial statements, including reviewing and discussing with such firm their independence and whether
providing any permitted non-audit services is compatible with their independence; maintaining financial oversight of the Company’s
employees’ retirement and other benefit plans and making recommendations to the Board with respect to such matters;
oversight of the Company’s Enterprise Resources Platform (ERP), along with the Technology Committee; and review, ratification
and/or approval of related person transactions. The Audit 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 Ms. Baker, Ms. Raina, and Mr. Plummer are “audit committee financial experts,” as defined under
the SEC rules. All members of the Committee are independent under the rules of the New York Stock Exchange (the “NYSE”)
and are financially literate under the NYSE rules. |
| The Audit Committee
Charter is available on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-301711.html. |
| Executive
Compensation and Development Committee. The Executive Compensation and Development Committee (the “ECDC” or
the “Compensation Committee”) sets appropriate compensation levels for the CEO based on market data, and determines
the appropriate incentive compensation for the CEO based on objectives and the performance evaluation against those objectives
by the Executive Committee, and reports its decisions to the Board; reviews and approves the principles and policies for global
compensation and benefit programs company-wide; and oversees the development and utilization of appropriate policies and programs
to attract and retain superior individuals. All members of the Committee are independent under the rules of the NYSE and are
outside directors as defined by Treasury Regulation Section 1.162-27(e)(3) under Section 162 (m) of the Internal Revenue Code. |
| In December
2016, the Compensation Committee delegated limited authority to the CEO and the Chief Human Resources Officer to make certain
“off-cycle” equity grants outside of the annual equity grant process to existing employees who are neither Company
executive officers nor directors. The delegation is subject to maximum shares that can be granted per fiscal year,
as well as a maximum to any one person per fiscal year. Shares awarded pursuant to this delegation will be valued
based on the closing price of the Company’s stock on the NYSE as of the last day of the quarter and will be issued after
quarter-end. Any grants made “off-cycle” are reported to the Compensation Committee at the next regularly
scheduled quarterly meeting following such awards. |
| The Compensation
Committee Charter is available on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-301712.html. |

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| Governance
Committee. The Governance Committee assists the Board in the identification of qualified individuals to serve as directors,
and recommends to the Board candidates for nomination for election at the annual meeting of shareholders or to fill Board
vacancies between annual meetings; assists the Chairman of the Board in proposing committee assignments, including committee
memberships and chairs; coordinates and oversees the annual self-evaluation process; 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 54 of this proxy statement. The recommendation should include the
candidate’s name, biographical data, and a description of his or her qualifications. |
| The Governance
Committee Charter is available on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-301714.html. |
| Technology
Committee. The Technology Committee assists the Board in fulfilling oversight responsibilities by reviewing, giving guidance
and making recommendations to management and the Board related to the Company’s technology strategy, initiatives and
investments in support of overall Company strategy and performance, including review and oversight of the Company ERP Program
in conjunction with the Audit Committee. |
| The Technology
Committee Charter is available on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-828130.html. |
| Board
and Committee Oversight of Risk |
| Management of
risk is the direct responsibility of the Company’s President & CEO and the executive leadership team. The Board
has oversight responsibility, focusing on the adequacy of the Company’s risk management and risk mitigation processes. |
| The Company’s
Board of Directors administers its risk oversight function directly and through its Audit Committee, Executive Compensation
& Development Committee and Technology 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 Compensation Committee has oversight responsibility for the management of
risk relating to the Company’s annual and long-term compensation program. The Committee aims to ensure that the Company’s
annual and long-term incentive plans do not incentivize or encourage excessive or unnecessary risk-taking. |
| --- |
| Technology
Committee: The Technology Committee has oversight responsibility of risks related the Company’s management and development
of technology, primarily those relevant to customer facing products and services, and internal IT systems. The Committee receives
regular updates from management on risks in these areas, including data and enterprise security. |
| How
Do We Address Risk in Our Compensation Program? |
| The Company’s
compensation program is designed to attract, retain, motivate and reward talented executives and colleagues whose efforts
will enable the Company to produce superior results and maximize return to shareholders. Our pay-for-performance philosophy
focuses colleagues’ efforts on delivering short-term and long-term financial success for our shareholders without encouraging
excessive risk taking. The Compensation 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. |

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| The
following is a description of both Compensation Committee and management processes related to the compensation risk assessment
process, as well as a description of the Company’s compensation risk mitigation techniques. |
| --- |
| The Compensation
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 Compensation
Committee focuses on what behavior it is attempting to incentivize and the potential associated risks. The Compensation 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 2014 Executive Annual Incentive Plan and the 2014 Key
Employee Stock Plan (i.e. the shareholder plans), so that the Compensation Committee members may understand how the exercise
of management judgment in accounting and financial decisions affects plan payouts. Members of the Compensation 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
focus on performance share units in our executive long-term plan ensures a correlation between executive rewards and shareholder
return. |
| ● 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. |
| ● Financial
performance measures used for our annual incentive plan are different than the performance measures used in our long-term
incentive plan. |
| ● 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 and long-term incentive plans have
a maximum payout of 1.5 times the target amount. |
| ● Recoupment
or “clawback” provisions for top executives and key finance executives in the event that an executive’s
conduct leads to a restatement of the Company’s financial results. |
| ● Stock
ownership guidelines and stock retention requirements for our named executive officers, other senior officers and directors
discourage excessive risk taking. |
| We are confident
that our compensation program rewards for performance, is aligned with the interests of our shareholders and does not involve
risks that are reasonably likely to have a material adverse effect on the Company. A more detailed discussion of the Company’s
executive compensation program can be found in the Compensation Discussion and Analysis beginning on page 26. |
| Transactions
with Related Persons |
| We are required
to disclose material transactions with the Company in which “related persons” have a direct or indirect material
interest. Related persons include any Director, nominee for Director, executive officer of the Company, beneficial owner of
more than 5% of any class of |

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| the
Company’s voting securities, and any immediate family members of such persons. The term “transaction” is
broadly defined under SEC rules to include any financial transaction, arrangement or relationship, including any indebtedness
transaction or guarantee of indebtedness or any series of similar transactions, arrangements or relationships. |
| --- |
| The Company’s
Board of Directors has adopted a written policy that requires the Chief Executive Officer to review and approve any related
party transactions with respect to executive officers, and the Audit Committee to review and approve related person transactions
with respect to directors, director nominees, and the Chief Executive Officer. Such transactions will only be approved after
taking into consideration whether the transaction is fair and reasonable and is consistent with the best interests of the
Company. Factors to be taken into account in making the determination may include the business purpose of the transaction,
whether the transaction is entered into on an arms-length basis on terms fair to the Company, and whether the transaction
would violate the provisions of the Company’s Business Conduct and Ethics Policy. |
| 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 during Fiscal 2017, or that any such material transactions are proposed to be entered into during Fiscal
2018. |

| Corporate
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 SEC and the NYSE, are in the best interests of the Company, its shareholders and other
stakeholders, including employees, authors, customers and suppliers. The Board is responsible for ensuring that the Company
has a management team capable of representing these interests and of achieving superior business performance. |
| Pursuant
to the NYSE rules, 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 NYSE listing rules, except for the requirement that the Governance Committee be
comprised of independent directors only. The Board has chosen to take an exemption to this requirement because it believes
that a Wiley family member’s participation on this Committee will result in a collaborative process to promote the
highest standards in the recruitment of new directors and in governance generally. |

| I.
Primary Duties |
| --- |
| The Board, which
is elected annually by the shareholders, exercises oversight and has final authority and responsibility with respect to the
Company’s affairs, except with respect to those matters reserved to shareholders. All major decisions are considered
by the Board as a whole. |
| The Board appoints
the Chief Executive Officer (“CEO”) and other corporate officers, acts as an advisor to and resource for management,
and monitors management’s performance. |
| The Board plans
for the succession of the CEO. Decisions regarding the CEO’s compensation are determined by the Compensation Committee,
based on an evaluation of the CEO’s performance by the Executive Committee. The Compensation Committee, based on an
evaluation of the CEO’s performance by the Executive Committee, determines the CEO’s compensation, and discusses
its recommendation with the Board in executive session. The Board also oversees the succession process for certain other management
positions, and the CEO reviews with the Board annually his assessment of key management incumbents and their professional
growth and development plans. The Board also: |
| a)
reviews the Company’s business and strategic plans and actual operating performance; |
| b)

reviews and approves the Company’s financial objectives, investment plans and programs; and |
| c)

provides oversight of internal and external audit processes and financial reporting. |

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| 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 pursuant to its Company’s independence guidelines
set forth in the Company’s Corporate Governance Principles. 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 Company’s
By-Laws, the Board has the authority to determine the appropriate number of directors to be elected so as to enable it to
function effectively and efficiently. The Governance Committee makes recommendations to the Board concerning the appropriate
size of the Board, as well as selection criteria for candidates. Each candidate is selected based on background, experience,
expertise, and other relevant criteria, including other public and private company boards on which the candidate serves. In
addition to the individual candidate’s background, experience and expertise, the manner in which each board member’s
qualities complement those of others and contributes to the functioning of the Board as a whole are also taken into account.
The Governance Committee nominates a candidate, and the Board votes on his or her candidacy. The shareholders vote annually
for the entire slate of Directors. |
| Any nominee
Director who receives a greater number of “withheld” votes from his or her election than “for” votes
shall tender his or her resignation for consideration by the Governance Committee. The Governance Committee shall recommend
to the Board the action to be taken with respect to such resignation. |
| IV.
Director Eligibility |
| Directors
shall limit the number of other board memberships in order to ensure adequate attention to Company business. Because of
the time commitment associated with Board service, unless otherwise approved by the Board, (i) Directors are expected
to limit the number of public-company boards on which they serve to no more than five, and (ii) Directors who are CEO’s
of other public companies are expected to limit the number of public-company boards on which they serve to no more than
three. 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 seek the approval of the Chair of the Governance Committee so that a review
can be performed to ensure that there are no conflicts of interest or other issues. The Board (based on the review and
recommendation of the Governance Committee), has the authority to evaluate each situation. |

| Whenever
there is a substantial change in the Director’s principal occupation, a Director shall immediately inform the Chair
of the Governance Committee of any potential conflict of interest and shall tender his or her resignation upon written request. The
Governance Committee will recommend to the Board the action, if any, to be taken with respect to the potential conflict of
interest. Directors are also required to provide prompt notice to the Chair of the Governance Committee of any
changes to his or her board memberships. |
| --- |
| 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 or over if it believes that under the circumstances it is in the Company’s 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. |

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| The
CEO shall establish and maintain effective communications with the Company’s shareholder groups. The Board schedules
regular executive sessions at the end of each meeting. Non-management directors meet at regularly scheduled sessions without
management. The Chairman of the Board presides at these sessions. In addition, the independent directors meet at least once
each year in an executive session presided over by the Chairman of the Governance Committee or the Executive Committee. |
| --- |
| Employees and
other interested parties may contact the non-management directors via email at: non-managementdirectors@wiley.com, or by mail
addressed to Non-Management Directors, John Wiley & Sons, Inc., Mail Stop 9-12, 111 River Street, Hoboken, NJ 07030-5774. |
| The Company
has also established a Whistleblower hotline for the reporting of known or suspicious activities that could adversely affect
the Company by shareholders, employees and customers, and regularly reports any activity to the Audit Committee. |
| 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 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 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 typically 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 shares of Wiley common stock valued
at not less than five times that Director’s annual cash compensation to which the Director is entitled for Board service. |
| --- |
| VIII.
Board Practices and Procedures |
| The Chairman
of the Board and the CEO jointly set the agenda for each Board meeting. Agenda items that fall within the scope and responsibilities
of Board committees are reviewed with the chairs of the committees. Any Board member may request that an item be added to
the agenda. |
| Board materials
are provided to Board members sufficiently in advance of meetings to allow Directors to prepare for discussion at the meeting. |
| Various managers
regularly attend portions of Board and committee meetings in order to participate in and contribute to relevant discussions. |

| Beneficial
Ownership of Directors and Management |
| --- |
| The table below
shows the number of shares of the Company’s Class A and Class B Stock beneficially owned by the current directors, and
the executive officers named in the Summary Compensation Table on page 40 and all directors and executive officers of the
Company as a group as of August 4, 2017. 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. |

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| SHARES BENEFICIALLY OWNED BY OFFICERS AND DIRECTORS (1) — Insider
Name | Title of Class | Amount and Nature of Beneficial Ownership | Additional Shares Beneficially Owned (2) | Total Shares Beneficially Owned | Percent of Class | Percentage of Total Voting Power (3) | Shares and Share Equivalents Under Deferred Plan (4) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Mark
Allin | A | 22,556 | 117,378 | 139,934 | * | * | — |
| | B | — | — | — | — | — | — |
| Mari J. Baker | A | — | — | — | — | — | 10,603 |
| | B | — | — | — | — | — | — |
| George Bell | A | — | — | — | — | — | 5,954 |
| | B | — | — | — | — | — | — |
| David C. Dobson | A | 940 | — | 940 | — | * | — |
| | B | — | — | — | — | — | — |
| Matthew S. Kissner | A | — | — | — | — | — | 30,743 |
| | B | — | — | — | — | — | — |
| John A. Kritzmacher | A | 14,611 | 40,830 | 55,441 | * | * | — |
| | B | — | — | — | — | — | — |
| Laurie Leshin | A | — | — | — | — | — | 3,753 |
| | B | — | — | — | — | — | — |
| Raymond McDaniel | A | 500 | — | 500 | * | * | 26,231 |
| | B | — | — | — | — | — | — |
| William Pence | A | 2,727 | — | 2,727 | * | * | — |
| | B | — | — | — | — | — | — |
| William J. Pesce (5) | A | 66,965 | — | 66,965 | * | * | — |
| | B | — | — | — | — | — | — |
| William B. Plummer | A | — | — | — | — | — | 44,218 |
| | B | — | — | — | — | — | — |
| Kalpana Raina | A | — | — | — | — | — | 14,050 |
| | B | — | — | — | — | — | — |
| Gary M. Rinck | A | 48,982 | 147,270 | 196,252 | * | * | — |
| | B | — | — | — | — | — | — |
| John W. Semel | A | — | 4,475 | 4,475 | * | * | — |
| | B | — | — | — | — | — | — |
| Jeffrey Sugerman (6) | A | 100 | 2,610 | 2,710 | * | * | — |
| | B | — | — | — | — | — | — |
| Jesse Caleb Wiley | A | — | — | — | * | * | — |
| | B | 24,565 | — | 24,565 | * | * | — |
| All directors and | A | 169,330 | 371,513 | 540,843 | 1.13 % | * | |
| executive officers as a group (23 persons) | B | 24,565 | — | 24,565 | * | * | |

| * Less than 1%. |
| --- |
| (1) This table is based on the information provided by the individual directors or named executive officers as of August
4, 2017. 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. |
| (2) Shares issuable pursuant to options exercisable under the Company’s stock option plans on or before October
3, 2017. |
| (3) Each share of Class A Common Stock is entitled to one-tenth (1/10) of one vote and each share of Class B Common
Stock is entitled to one vote. |

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| (4) This amount represents the number of share equivalents of Class A Stock credited to the participating director’s
account pursuant to the Director Deferred Compensation Plan (the “Plan”), described on page 51. Deferred shares
are issued under the Plan upon the participating director’s retirement and pursuant to the distribution election made
by the director. Distributions are made annually on January 15 th in Class A Common Stock after a Director has retired
from the Board. |
| --- |
| (5) Includes 64,970 shares held indirectly through a GRAT trust. |

| (6) Includes 100 shares held indirectly though a trust. |
| --- |
| Section
16(a) Beneficial Ownership Reporting Compliance |
| Section 16(a)
of the Exchange Act and related regulations require our directors, executive officers, and beneficial owners holding more
than 10% of our common stock to report their initial ownership of our common stock and any changes in that ownership with
the SEC. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file. We assist our directors, executive officers, and greater than 10% shareholders
complying with these requirements. Based solely upon a review of the copies of these reports furnished to us and written representations
from such NEOs, directors and stockholders, with respect to the Fiscal 2017 period, we are not aware of any required Section
16(a) reports that were not filed on a timely basis, except that, due to administrative oversights, required Form 4 reports
were not filed on a timely basis on behalf of the following persons relating the acquisition of shares upon the vesting of
earned performance share units in June 2016: Mark J. Allin, Reed Elfenbein, John A. Kritzmacher, Joan O’Neil, Vincent
Marzano, Gary M. Rinck, John Semel, Clay Stobaugh, and Jeffrey Sugerman. |
| REPORT
OF THE AUDIT COMMITTEE |
| The following
is the report of the Audit Committee of the Company with respect to the Company’s audited financial statements for the
fiscal year ended April 30, 2017. |
| Fees
of Independent Auditor |
| Audit Fees |
| Total aggregate
fees billed by KPMG LLP (“KPMG”) for professional services in connection with the audit and review of the Company’s
Consolidated Financial Statements, and statutory audits of the Company’s international subsidiaries were $2,525,000
and $2,939,000 in fiscal years 2017 and 2016, 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 and information technology were $262,000 and $ 108,400 in fiscal years 2017 and 2016, 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 $346,000 and $277,000 in fiscal years 2017 and 2016, respectively. Such services include tax planning,
tax return reviews, advice related to acquisitions, tax compliance and compliance services for expatriate employees. |
| Other Non-Audit Fees |
| The aggregate
non-audit fees were $0 and $0 in fiscal years 2017 and 2016, respectively. |

The Audit Committee has advised the Company that in its opinion the services rendered by KPMG LLP are compatible with maintaining their independence.

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| The
Audit Committee is responsible for oversight of the Company’s accounting, auditing and financial reporting process on
behalf of the Board of Directors. The Committee consists of four members who, in the judgment of the Board of Directors, are
independent and financially literate, as those terms are defined by the SEC and the listing standards of the NYSE. The Board
of Directors has determined that all the members of the Committee satisfy the financial expertise requirements and three of
the four members have the requisite experience to be designated “audit committee financial experts” as that term
is defined by the rules of the SEC and the NYSE. |
| --- |
| Management has
the primary responsibility for the preparation, presentation and integrity of the financial statements of the Company; for
maintaining appropriate accounting and financial reporting policies and practices; and for internal controls and procedures
designed to assure compliance with generally accepted US accounting standards and applicable laws and regulations. The Committee
is responsible for the oversight of these processes. In this fiduciary capacity, the Committee has held discussions with management
and the independent auditors regarding the fair and complete presentation of the Company’s results for the fiscal year
ended April 30, 2017. Management has represented to the Committee that the Company’s financial statements were prepared
in accordance with generally accepted US accounting principles. The Committee has discussed with the independent auditors
significant accounting principles and judgments applied by management in preparing the financial statements as well as alternative
treatments. The Committee discussed with the independent auditors the matters required to be discussed pursuant to Public
Company Accounting Oversight Board Auditing Standard No. 16 (Communications with Audit Committees). |
| The Audit Committee
has had discussions with, and received regular status reports from, the independent auditors and the Vice President of Internal
Audit regarding the overall scope and plans for their audits of the Company, including their scope and plans over management’s
assessment of the effectiveness of internal control over financial reporting. The independent auditors provided the Audit
Committee with written disclosures and the letter required by applicable professional and regulatory standards relating to
KPMG’s independence from the Company, including the Public Company Accounting Oversight Board pertaining to the independent
accountant’s communication with the Audit Committee concerning independence, and the Audit Committee discussed with
the independent auditors their independence. |
| The Committee
also considers whether providing non-audit services is compatible with maintaining the auditor’s independence. The Audit
Committee has adopted a policy of pre-approving all audit and non-audit services performed by the independent auditors. The
Audit Committee may delegate authority to one or more of its members to grant pre-approvals of non- audit services, provided
that the pre-approvals are presented to the Audit Committee for ratification at its next scheduled meeting. |
| Persons with
complaints or concerns about accounting, internal controls or auditing matters may contact the Audit Committee at tellthedirectors@wiley.com. |
| Based upon the
review and discussions referred to above, the Committee recommended to the Company’s Board of Directors that the audited
financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2017,
as filed with the Securities and Exchange Commission. |
| Audit Committee |
| Mari Jean Baker,
Chair, David C. Dobson, William B. Plummer, and Kalpana Raina |

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| EXECUTIVE
COMPENSATION |
| --- |
| Report
of the Compensation Committee |
| The Compensation
Committee has reviewed and discussed with Company management the Compensation Discussion and Analysis found on pages 26
through 51 of this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the
Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. |
| Executive Compensation
and Development Committee |
| Raymond W. McDaniel,
Jr., Chair, George Bell, and Laurie A. Leshin |
| Compensation
Committee Interlocks and Insider Participation |
| No member of
the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves
as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board
of Directors. None of our executive officers serves as a member of the board of directors of any other company that has an
executive officer serving as a member of our Board’s Compensation Committee. |
| Performance
Graph |
| ● |

| | JWA | Russell 1000 | Dow
Pub | S&P
400 |
| --- | --- | --- | --- | --- |
| Apr-12 | 100.00 | 100.00 | 100.00 | 100.00 |
| Apr-13 | 86.38 | 114.66 | 107.29 | 117.02 |
| Apr-14 | 132.70 | 135.77 | 139.50 | 136.78 |
| Apr-15 | 133.95 | 150.49 | 152.33 | 151.33 |
| Apr-16 | 119.69 | 147.87 | 143.24 | 147.45 |
| Apr-17 | 130.20 | 170.97 | 158.75 | 174.79 |

The above graph provides an indicator of the cumulative total return to shareholders of the Company’s Class A Common Stock as compared with the cumulative total return on the Russell 1000, the Dow Jones Publishing Index and the S&P 400 Midcap, for the period from April 30, 2012 to April 30, 2017. 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, 2012 and reinvestment of dividends throughout the period.

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| | Fiscal
2017 Compensation Discussion & Analysis |
| --- | --- |
| | Introduction |
| | This Compensation
Discussion and Analysis, or “CD&A,” describes the Fiscal 2017 compensation program for Wiley’s executive
officers. The overarching goals that guide the design and administration of our executive compensation program are: |
| | ● 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, which drive
shareholder value, through the use of annual cash incentives; and |
| | ●
Align executives’ and shareholders’ interests through awards of equity 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 Compensation Committee of the Board of Directors considered our business strategy, our compensation philosophy,
and the overarching goals that guide our executive compensation program to arrive at Fiscal 2017 compensation decisions for
our executives, including our named executive officers (“NEOs”), whose compensation is set forth in the 2017 Summary
Compensation Table and other compensation tables contained in this proxy statement. |
| | Our Fiscal 2017 NEOs are: |
| | ● Mark J. Allin, President and Chief Executive Officer Mr. Allin’s employment
terminated on May 8, 2017 |
| | ● John A. Kritzmacher, Chief Financial Officer & Executive Vice President, Technology and
Operations |
| | ● Gary Rinck, Executive Vice President, General Counsel |
| | ● John W. Semel , Executive Vice President and Chief Strategy Officer Mr. Semel’s
employment terminated on June 30, 2017 |
| | ● Jeffrey L. Sugerman, Executive Vice President, Talent Solutions and Education Services Mr.
Sugerman retired on July 31, 2017 |
| | Executive Summary |
| Fiscal Year Highlights | Full
year revenue of $1,719 million and adjusted Earnings per Share (EPS) of $3.00 rose 2% and 13%, respectively, excluding the impact
of foreign exchange. Results were largely due to the transitional impact of shifting to time-based journal subscriptions and contributions
from recent acquisitions. Excluding those items and other unusual charges and credits, revenue declined 1% and adjusted EPS rose
1%, both at constant currency. Revenue and EPS on a US GAAP basis were flat and down 21%, respectively, with GAAP EPS performance
primarily due to a large, unfavorable tax decision in Germany. Segment
Results. Research, our largest and most profitable segment (50% of revenue) delivered steady operational performance for
the year. On a currency neutral basis, Publishing revenue (37%) declined 7% due to challenges in our print book business although
segment Contribution to Profit (CTP) held steady. The Solutions segment saw 14% top line growth and the tripling of its CTP on
a currency neutral basis, the result of efficiency gains. Digital
Evolution. Wiley continues to make significant progress in its digital evolution, increasing its digital share of total
revenue to 68% from 63% a year earlier. Cash
Flow. Cash from Operations was lower than prior year by $35 million due to unfavorable timing involving working capital
(timing of end-of-year payments and collection lags) and an unbudgeted $7 million contribution to our UK pension just before year-end.
The working capital impacts will unwind in Fiscal 2018. Free Cash Flow excluding composition and product development costs were
lower due to lower cash from operations combined with higher capex (+$17 million) mostly related to Wiley’s headquarters
transformation. |

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Return to Shareholders. In the year, Wiley repurchased approximately 953,000 shares for $50.3 million, an average cost of $52.80, and increased its quarterly dividend by 3% to $0.31 per share. It was the 23rd consecutive annual increase and raised the annualized dividend payout to $1.24 per share. As of April 30, 2017, the Company had nearly 3.8 million shares remaining in the repurchase program announced in June 2016. We urge stockholders to read our Annual Report for the fiscal year ended April 30, 2017, filed with the SEC on June 29, 2017, which describes our businesses and 2017 financial results in greater detail.

| Executive Compensation Program |
| --- |
| Strong performance
by our executive officers is essential to achieving our goal of increasing shareholder value. Accordingly, approximately 80%
of our CEO’s target total direct compensation for Fiscal 2017 was at risk, and on average approximately 70% of our other
NEOs’ target total direct compensation for Fiscal 2017 was at risk. The targeted annual incentive compensation was payable
based on achievement of performance-based financial measures and strategic objectives, and performance-based equity comprised
60% of the targeted long-term incentive compensation. The charts below illustrate the mix of target total direct compensation
for Fiscal 2017 for our CEO and, on average, for our other NEOs. |

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The following chart provides a brief summary of the principal elements of the Company’s executive compensation program for Fiscal 2017, which are described in more detail later in this CD&A.

| Compensation Element | Form | Compensation Objective | Relation
to Performance | Fiscal
2017 Actions / Results |
| --- | --- | --- | --- | --- |
| Base
Salary (Discussed
in greater detail on page 34.) | Fixed
annual cash, paid on a semi-monthly basis. | Fixed
compensation that is externally competitive with median market rates, and allows us to attract and retain executive talent. | Increases
in base salary reflect market positioning, economic conditions, and the Compensation Committee’s assessment of Company
and individual performance over the prior year. | The
Company’s budget for US salary increases was a total of 2.5%, including a merit
budget of 2%, with a range of 0-4%, and an additional 0.5% for promotions and market
adjustments. Salary
increases for the NEOs ranged from 0.9% to 4.0%, with an average of 1.9%. |
| Annual
Incentives (Discussed
in greater detail on page 35.) | Variable, performance-based cash bonus, paid
on an annual basis. | Motivate the executive to contribute to the Company’s
success in achieving annual corporate and business financial goals and strategic objectives. | 75%
of the target annual incentive is based on financial goals, including corporate and business revenue, EPS and business
contribution to profit (“CTP”). The remaining 25% of the target annual incentive is based on achievement of
strategic objectives that are intended to further the Company’s success. Payout
can range from 0% to 150% of target. | Target
incentives for the NEOs range from 75% to 120% of base salary. Actual
short-term incentives earned by the NEOs ranged from 108% to 125% of target. |
| Long-Term Stock-Based Incentives (Discussed in greater detail on page
36.) | Performance share units are granted each year and have a 3-year performance cycle. Earned
performance share units are payable at the end of the performance cycle – 50% as equivalent Class A shares, and 50%
as restricted share units. Such restricted share units vest on April 30 th of the following year to equivalent Class
A shares. | Motivates the executive to contribute to the Company’s success in achieving long-term
corporate financial goals that drive shareholder value. | Cumulative earnings before interest, taxes, depreciation
and amortization (“EBITDA”) and cumulative FCF are the performance measures used, with a weight of
60% and 40%, respectively. Payout can range from 0% to 150% of target. | NEOs received
60% of their target long-term value in performance share units for the Fiscal 2017-19
performance cycle. For the
Fiscal 2015-17 cycle that just ended, the NEOs did not earn any of their targeted performance
shares. |
| | Restricted share units granted each year, payable as equivalent Class A shares upon vesting
25% per year on April 30 th . | Promotes retention objective and facilitates stock ownership, expediting achievement of the
stock ownership multiple. | The value of restricted share units is directly correlated with improvements in stock
price. | June 2016 grants of restricted share units represent
approximately 40% of the NEOs’ target long-term value. |

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The Company also provides the following health and retirement benefits to our senior executives, as described in more detail later in this CD&A:

	Form	Purpose
Health and Welfare Benefits (Discussed in greater detail on page 39.)	Flexible benefits program provided to all US employees, where “flex dollars” are provided to help offset the cost of health insurance, life, disability and AD&D insurance	Health and welfare benefits are market competitive and are provided primarily for the safety and well-being of the executive and his/her family.
Retirement Plans (Discussed in greater detail on page 38.)	Qualified Defined Contribution Savings Plan (401(k)),
provided to all US employees	Qualified savings plan
benefits, including company basic, matching and discretionary contributions, are market competitive and provide post-retirement
income for the executive. Company contributions
to the US-based 401(k) were enhanced following the cessation of accruals and freeze of participation in the US defined
benefit retirement plans, effective July 1, 2013.
	Qualified Defined Benefit Retirement Plan, provided
to US employees hired before July 2012	Qualified retirement plan
benefits provide additional post-retirement income for executives hired before July 2012. The Company ceased accruals
and froze participation in the US Retirement Plan, effective June 30, 2013.
	Non-qualified Supplemental Benefit Plan (the “Excess Plan”), provided to US employees hired before July 2012 with pay in excess of IRC section 401(a)(17) limit on eligible compensation	Restores 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. The Company ceased accruals and froze participation in the
Excess Plan, effective June 30, 2013.
	Non-qualified Supplemental Executive Retirement Plan (the “SERP”)	Provides executives who entered the SERP prior to June 2013 with
enhanced retirement income due to tax rules governing qualified retirement plans that place significant limitations on the benefits
which can be paid to executives. The Company ceased accruals and froze participation in the
SERP, effective June 30, 2013.
	Non-qualified Deferred Compensation Plan (“DCP”)	Enables US 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.
Provides for Company contributions mirroring those made under the qualified Savings Plan. Company contributions to the DCP were enhanced following the
cessation of accruals and freeze of participation in the US defined benefit retirement plans, effective July 1, 2013.
	The John Wiley & Sons Limited Retirement Benefits Scheme (“UK Qualified Plan”)	Approved (qualified) retirement plan benefits are market competitive and provide retirement income for UK 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 and accruals based on service froze as of April 30, 2015.
	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 was closed to new entrants and accruals based on service froze as of April 30, 2015.
Perquisites (Discussed in greater detail on page 39.)	Financial planning, tax preparation, club membership	Limited perquisites are provided primarily for the financial security and productivity of the executive.

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The table below highlights our current compensation practices – those we have implemented because we believe they drive performance and are aligned with sound governance standards – and those we have not implemented because we do not believe they would serve our shareholders’ long-term interests.

| ü | Executive
Compensation Practices We Have Implemented (What We Do) — We ensure a correlation between pay and performance by having a significant portion
of compensation that is performance-based and at-risk. Payment of the performance-based compensation is based on achievement
of corporate and business financial goals and individual performance against pre-set strategic objectives. Different financial
metrics are used in our annual and long-term incentive plans. | X | We prohibit the repricing of stock options and
stock appreciation rights without shareholder approval. We also do not allow cash buyouts for underwater stock options or
stock appreciation rights without shareholder approval. |
| --- | --- | --- | --- |
| ü | We review general and technology industry survey data, along with custom peer
group information, when setting compensation for our executive officers. | X | We do not pay dividends on unearned performance-based
equity awards. |
| ü | We mitigate risk by: | X | We do not maintain compensation programs that we believe create risks reasonably likely to
have a material adverse effect on the Company. |
| | ● | conducting an annual risk assessment; | |
| | ● | setting performance levels that correspond to
a range of payments for performance-based compensation; | |
| | ● | capping payouts of annual and long-term performance-based
compensation; | |
| | ● | including clawback provisions in our annual and
long-term incentive plans; | |
| | ● | strictly prohibiting hedging activities in our
Insider Trading Policy; and | |
| | ● | requiring retention of 50% of the net shares
upon exercise or vesting until the stock ownership multiple is met. | |
| ü | We have competitive post-employment
and change in control provisions that apply to all executive officers. | X | We do not provide significant additional health
and retirement benefits to executive officers that differ from those provided to all other employees. |
| ü | We have double-trigger vesting of
equity awards following a change in control when the acquiring company is a publicly traded company and outstanding equity
is assumed or replaced. | X | We do not provide excise tax gross-ups upon a
change of control. |
| ü | We generally provide limited perquisites
that we believe are beneficial to the Company. | X | We do not provide tax gross-ups on perquisites. |
| ü | The Compensation Committee, currently
composed of three independent directors, retains an external, independent compensation consulting firm to advise on matters
related to executive compensation and governance. | X | The Compensation Committee’s independent
compensation consulting firm does not provide any other services to the Company. |

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| | The following changes to our executive compensation program were implemented during Fiscal 2017: — ● | Beginning
in Fiscal 2017, 60% of each NEO’s regular annual long-term incentive opportunity was delivered in the form of performance
share units, and 40% was delivered in the form of restricted share units, an increase from 50% and 20% in prior years,
respectively. Stock options, previously weighted at 30%, were eliminated as a form of long-term incentive beginning in
Fiscal 2017. The Compensation Committee believes the new mix of equity provides an appropriate balance between risk and
potential reward by tying realizable compensation directly to pre-established performance goals and future increases in
stock price, provides alignment with shareholder interests, and serves as an effective retention tool for executive talent. |
| --- | --- | --- |
| | ● | The executive severance policy for NEOs was
implemented during Fiscal 2017, to provide an appropriate level of financial protection against involuntary job loss through
the provision of competitive and consistent post-termination benefits, contingent upon securing restrictive covenants such
as non-compete and non-solicitation. |
| CEO Realizable Pay | To demonstrate the linkage between CEO pay and Company performance / changes in shareholder value, a comparison of realizable pay to reported pay and Total Shareholder Return (“TSR”) is presented below. While not intended to replace the Summary Compensation Table (“SCT”) on page 40, which includes targeted equity grants based on grant date values, this information includes the value realized from stock option exercises and the vesting of full-value awards during the fiscal year, and the change in the intrinsic value of outstanding equity awards as of the end of the fiscal year. SCT data is included in the chart and the accompanying table below for comparison purposes. Data shown are for the two years Mr. Allin was CEO. Mr. Allin’s Fiscal 2016 grants include stock awards under the Executive Long-Term Incentive Plan in addition to restricted and performance-based stock awards received upon appointment to CEO. | |
| | ● | |

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| Realizable
Compensation Analysis ($000s) — Compensation
Element | Fiscal
2016 | Fiscal
2017 |
| --- | --- | --- |
| Cash Compensation | | |
| Base Salary | $738 | $775 |
| Annual Incentive Earned | 875 | 1,053 |
| Total Cash Compensation | $1,613 | $1,828 |
| Long-Term Incentives | | |
| Value of Realized Awards at Exercise/Vesting | $226 | $696 |
| Change
in Value of Outstanding Awards at FYE | 665 | 1,591 |
| Total | $891 | $2,287 |
| Total
Realizable Compensation | $2,504 | $4,115 |
| Summary
Compensation Table Values ($000s) | | |
| Compensation
Element | Fiscal 2016 | Fiscal 2017 |
| Base Salary | $738 | $775 |
| Annual Incentive | 875 | 1,053 |
| Stock Awards | 2,284 | 1,920 |
| Stock Options | 499 | N/A |
| Total | $4,395 | $3,748 |

| 2016
“Say-on-Pay” Advisory Vote on Executive Compensation |
| --- |
| The
Company provides shareholders with an annual “say-on-pay” advisory vote to approve its executive compensation, in
accordance with Section 14A of the Exchange Act. At the 2016 Annual Meeting of Shareholders, our shareholders expressed substantial
support for the compensation of our NEOs, with 99% of the votes cast for approval of our executive compensation program. The Compensation
Committee evaluated the results of the 2016 advisory vote and believes the strong shareholder support signals approval of the
current pay-for-performance executive compensation program and the sound governance practices in place at Wiley. As noted above
in the Executive Summary, the Company has adopted governance practices that it believes best serve our shareholders, while also
incorporating best practices that allow us to meet the overarching goals of our executive compensation program. In furtherance
of that goal, the Compensation Committee determined to make certain changes to the executive compensation program, noted on page
31, in a continuing effort to reflect sound governance and market practices. |

Compensation Principles and Practices

Principles of Wiley’s Executive Compensation Program The following principles and practices shaped the design and implementation of the Company’s compensation program for Fiscal 2017:

● The compensation mix is designed to emphasize variable pay, with a significant proportion performance-based, in line with the Company’s operating and strategic plans.

● 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 of companies in our custom benchmarking peer group, and in comparison to companies included in the general and technology industry surveys we use to benchmark executive compensation.

Role of Compensation Consultant The Compensation Committee, currently composed of three independent directors, has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant, to advise the Compensation Committee on matters related to executive compensation. The executive compensation consultant reports directly to the Compensation Committee, and works collaboratively with management with regard to evaluating changes to the executive compensation program and practices, conducting any required analysis in support of the executive compensation

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| program, and providing
competitive benchmarking information, including determining the companies for the benchmarking peer group. In addition, FW
Cook provides competitive benchmarking for non-employee director pay to the Governance Committee. FW Cook does not offer or
provide any other services to the Company, and the Compensation Committee determined that the retention of FW Cook has not
raised any conflict of interest. |
| --- |
| Following are the
services provided to the Compensation Committee by FW Cook during Fiscal 2017: |

● Provided market and custom peer-group analysis and a competitive range of target compensation based on the Company’s compensation philosophy for executive officers, which was used for Fiscal 2017 executive compensation recommendations. The peer group compensation data is an additional reference point that supplements size-adjusted survey data for the Company’s proxy executives and provides information on executive compensation practices and competitive aggregate share usage and dilution levels.

● Attended meetings as requested by the Compensation Committee, and conferred with the Compensation Committee Chair and management, as needed.

● Monitored the Company’s executive compensation program and advised the Compensation Committee of change to plans or practices to improve effectiveness, competitiveness and alignment with good corporate governance principles. FW Cook conducted a review of key design features and mechanics of the executive severance programs currently in effect among Wiley’s benchmarking peer group, which was used by the Committee and management when considering changes to the Company’s executive severance practices.

● Reviewed the Company’s executive compensation philosophy and competitive positioning for reasonableness and recommended modifications where appropriate.

● Advised the Compensation Committee on management proposals, as requested.

● Reviewed the Compensation Discussion and Analysis, compensation tables and other compensation-related disclosures included in the Company’s proxy statement.

● Proactively advised the Compensation Committee on best practices for governance of executive compensation as well as areas of concern and risk in the Company’s program.

● Proactively advised the Compensation Committee on legislative and regulatory developments related to compensation policies and programs and compensation-related disclosure.

| Roles of the Compensation Committee and Management in Recommending Compensation | As described in greater
detail below, individual base salaries, annual cash incentive awards and long-term incentive award values are determined based
on the executive’s position and responsibilities and impact on the Company, individual and Company / business performance,
tenure in current role and compensation positioning relative to the external marketplace. The CEO presents compensation recommendations
for the other executive officers to the Compensation Committee for review and approval. The Compensation Committee, based
on an evaluation of the CEO’s performance by the Executive Committee, determines the CEO’s compensation, and discusses
its recommendation with the Board of Directors in executive session. |
| --- | --- |
| | Determination of Target
Compensation Levels |
| Compensation Philosophy | The Company’s executive
compensation program for the executive officers consists of base salary, targeted annual cash incentives expressed as a percent
of base salary and targeted long-term equity incentive award values. Each executive officer’s base salary, target annual
cash incentive and long-term incentive award value are reviewed annually and adjusted when and if needed, based on the criteria
noted above and 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, thereby aligning executive compensation
with shareholder interests. Third quartile levels of total direct compensation can be realized when challenging, long-term
financial goals are achieved and accompanied by future share price appreciation. An executive’s position against the
market may be below or above our target positioning based on a number of factors specific to the individual, including scope
of responsibility, performance, tenure in position, level of experience and skill, and market conditions. |

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| Compensation Benchmarking | The
Compensation Committee’s independent compensation consultant prepares an annual review of executive compensation competitiveness,
using a combination of third-party surveys and a custom benchmarking peer group. For Fiscal 2017, data from the Willis Towers
Watson US General Industry Survey and the Radford Global Technology Survey were used, weighted two-thirds and one-third, respectively,
and adjusted to be appropriate for the Company’s revenue size, as applicable. The independent compensation consultant
presents its report to the Compensation Committee at its March meeting. In benchmarking compensation levels against the Willis
Towers Watson and Radford survey data, the Compensation Committee considers only the aggregated survey data. Therefore, the
Compensation Committee members do not consider the identity of the companies comprising the survey data to be material for
this purpose. |
| --- | --- |
| | Each
year, compensation decisions covering base salary, annual incentives and long-term incentive award values are primarily driven
by assessments of individual and Company performance. Comparisons are also made to the compensation survey data. Individual
annual and long-term incentive payments from preceding years are not a significant factor in determining recommendations for
the total compensation opportunity for an upcoming year. |
| | Compensation
for the CEO is established using the same process and philosophy previously discussed for the other executive officers. The
Compensation Committee establishes the CEO’s base salary, target annual incentive and stock-based awards using the executive
compensation competitive review report prepared annually by the independent compensation consultant, as indicated above. In
addition, the CEO’s compensation relative to the next two highest-compensated executives is evaluated. |
| Weighting of Pay Elements – Fixed Versus “At Risk” Compensation | 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 long-term incentives) granted to our executive officers
in Fiscal 2017 is based on the attainment of annual and long-term financial objectives that we believe drive shareholder value.
The following chart illustrates the target pay mix for our NEOs in Fiscal 2017. Approximately 80% of our CEO’s target
total direct compensation and, on average, about 70% of our other NEOs’ target total direct compensation was variable
in the form of annual cash-based incentives and long-term stock-based incentives. |
| | ● |
| | We
believe that this pay mix, with its emphasis on performance-based compensation, provides strong motivation to focus on attaining
results that create shareholder value. |
| | Compensation
Elements |
| Base Salaries | Competitive
base salaries allow the Company to attract and retain executive talent. For Fiscal 2017, the Company’s budget for US
salary increases was 2.5%, including a merit budget of 2%, with a range of 0-4%, and an additional 0.5% for promotions and
market adjustments. Base salary increases, if any, are effective July 1 of each year. The base salaries of our executive officers
are based on a review of the competitive median marketplace for equivalent executive positions as previously discussed, assessment
of the executive officer’s individual performance by the |

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| | CEO
(or in the case of the CEO, by the Executive Committee of the Board of Directors), the performance
of the Company and / or relevant business unit, internal pay relationships among executive officers
based on relative duties and responsibilities, the tenure of the executive officer in his / her role,
and the Company’s annual salary increase budget. Salary increases for the NEOs ranged from 0.9%
to 4.0%. |
| --- | --- |
| Annual Incentives | Annual
incentives are intended to motivate and reward senior executives for achieving short-term financial goals and strategic objectives
that drive Company and business unit performance. The financial goals represent 75% of the targeted annual incentive, and
strategic objectives represent 25% of the targeted annual incentive. Financial goals are based upon a strategic plan presented
to and approved by the Board of Directors annually. At the end of the fiscal year, a payout factor is calculated using actual
results against target. The range of payout of annual incentives is 50% of target for achievement of financial performance
at the threshold level to 150% of target for achievement of financial performance at the outstanding level. There is no payout
of the financial portion of the annual incentives if achievement of financial performance is below the threshold level. A
payout range from 0 to 150% is also established for performance on strategic objectives. |

| Following
are the Fiscal 2017 target annual incentives for the NEOs: | |
| --- | --- |
| Named
Executive Officer | Target
Annual Incentive as a % of Base Salary |
| Mark
J. Allin | 120 % |
| John A. Kritzmacher | 100 % |
| Gary Rinck | 75 % |
| John W. Semel | 85 % |
| Jeffrey
L. Sugerman | 75 % |

| The
target annual incentive percentages for Messrs. Allin, Kritzmacher and Sugerman were raised from 110% to 120%, 95% to 100%,
and 70% to 75%, respectively, in Fiscal 2017, to align compensation with the external market, using variable-pay elements. |
| --- |
| For
the 75% of the annual incentive that is based on financial measures, corporate financial performance metrics are used for
corporate NEOs, and a combination of corporate (weighted at 25%) and relevant business performance metrics (weighted at 75%)
are used for business NEOs. For Fiscal 2017, the corporate performance metrics were revenue and EPS, equally weighted. Performance
metrics for individual businesses were revenue and CTP, equally weighted. These performance metrics are important and visible
short-term measures aligned with shareholder return. |
| In
Fiscal 2017, in comparison to the corporate target goals set by the Compensation Committee for annual incentive purposes (see
table below) revenue achievement was 99% of target and EPS achievement was 106.8% of target, resulting in a payout of 116.7%
of target for the corporate performance measures. |

| Financial
Objective | Weight | 2017 Threshold Performance Level | 2017 Target Amount | 2017 Outstanding Performance Level | 2017 Results |
| --- | --- | --- | --- | --- | --- |
| Revenue ($000s) | 50% | 97% | $1,769,300 | 103% | $1,752,000 |
| EPS | 50% | 93% | $2.95 | 107% | $3.15 |

Note: Financial results used for incentive payment purposes were adjusted to be on a constant currency basis using budgeted foreign exchange rates. Certain items and events may be excluded as permitted by the shareholder-approved 2014 Executive Annual Incentive Plan. These exclusions ensure that executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. For Fiscal 2017, the principal exclusions were dilution related to recent acquisitions and tax credits related to prior years.

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Quantitative and qualitative strategic objectives for Fiscal 2017 were set based on the following goals:

● Beat our revenue goals. Improve the top line in Research and K&L

● Drive profitable growth in Solutions. Achieve scale and efficiency

● Reach best in class for cost and delivery. Improve competitiveness

● Deliver technology results . Implement the systems we need

● Build a high-performance organization. Develop a culture of winning

● Empower people to succeed. Enhance Executive Leadership Team effectiveness

An evaluation of each executive officer’s achievement of Fiscal 2017 strategic objectives in the context of the goals set forth above, was made by the CEO and approved by the Compensation Committee. In the case of the CEO, this evaluation was made by the Executive Committee.

| There
were no specific weightings for each of the preceding goals, and achievement of the strategic objectives was based on the
Compensation Committee’s qualitative assessment. The key strategic accomplishments of the NEOs during Fiscal 2017 include:
financial performance in line with guidance provided; significant progress in our digital evolution; the acquisition of Atypon;
steady performance from Journal subscriptions; strong growth from Education Books, Author-Funded Access, Test Preparation
& Certification, Corporate Learning, Online Program Management, Professional Assessment, and Course Workflow/WileyPLUS;
continued transition of leadership and investment in new and existing talent to enhance business performance; initiated work
on a multi-year operational excellence initiative; continued work on our ERP implementation and ourheadquarters office transformation. |
| --- |
| Payout
of the financial and strategic objectives portions of the annual incentives as a percentage of target, and total Fiscal 2017
annual incentives paid to the NEOs as a percentage of target, are noted in the table below. |

| Named
Executive Officer — Mark J. Allin | 116.7 % | 100 % | 113 % |
| --- | --- | --- | --- |
| John A. Kritzmacher | 116.7 % | 150 % | 125 % |
| Gary Rinck | 116.7 % | 90 % | 110 % |
| John W. Semel | 116.7 % | 90 % | 110 % |
| Jeffrey
L. Sugerman | 107.0 % | 110 % | 108 % |

| Long-Term Stock-Based Incentives |
| --- |
| The
Compensation Committee believes the new mix of equity provides an appropriate balance between risk and potential reward by
tying realizable compensation directly to pre-established performance goals and future increases in stock price, provides
alignment with shareholder interests, and serves as an effective retention tool for executive talent. In administering the
long-term incentive program, the Compensation Committee considers data from the executive compensation survey previously discussed,
and the recommendations of the CEO (with respect to the other executive officers), to establish the targeted long-term incentive
award values for each executive officer. |

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| ● |
| --- |
| For
the Fiscal 2015-17 performance cycle, fiscal 2017 EPS and three-year cumulative FCF were
the performance measures, weighted at 60% and 40%, respectively. As noted previously,
for the Fiscal 2017-19 performance cycle, cumulative EBITDA and cumulative FCF are the
performance measures used, with a weight of 60% and 40%, respectively. These performance
measures maintain focus on simple, critical, long-term value drivers. |

For the Fiscal 2015-17 performance cycle, EPS achievement was below threshold at 87.5% of target, and FCF achievement was also below threshold at 83.9% of target. As a result, there was no payout to the NEOs for this performance cycle.

| Financial
Objective | Fiscal
2015-17 Threshold Performance Level | Fiscal
2015-17 Target Amount | Fiscal
2015-17 Outstanding Performance Level | Fiscal
2015-17 Results |
| --- | --- | --- | --- | --- |
| EPS | 90% | $4.09 | 110% | $3.58 |
| Normalized
FCF ($000s) | 90% | $930,000 | 110% | $780,300 |

Note: Financial results used for long-term incentive payment purposes were adjusted to be on a constant currency basis using budgeted foreign exchange rates and for certain items and events as permitted by the shareholder-approved 2014 Key Employee Stock Plan. These exclusions ensure that executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. For the Fiscal 2015-17 cycle the principal exclusions were dilution from acquisitions; additional ERP development and headquarters renovation costs versus the original Plan; expenses and cash payments related to restructuring actions; additional retirement plan payments and tax payments. Free cash flow is defined by the Company as cash from operating activities less cash used for investing activities excluding acquisitions.

The following table shows the Fiscal 2015-17 target performance shares for the NEOs, noting that none were earned:

| Named
Executive Officer | Target
Performance Shares for the Fiscal 2015-17 Cycle | Earned Performance Shares for the Fiscal 2015-17 Cycle | Total
Payout as a % of Target |
| --- | --- | --- | --- |
| Mark J. Allin | 4,000 | 0 | 0% |
| John A. Kritzmacher | 8,700 | 0 | 0% |
| Gary Rinck | 4,200 | 0 | 0% |
| John W. Semel | 2,000 | 0 | 0% |
| Jeffrey
L. Sugerman | 1,300 | 0 | 0% |

The NEOs’ target performance shares for the Fiscal 2017-19 performance cycle are included in the Grants of Plan-Based Awards Table on page 42.

● Restricted share units facilitate stock ownership, expediting achievement of the stock ownership multiple, and provide an additional retention mechanism. Dividend equivalents are paid on restricted share units until the shares vest. Restricted share units vest 25% per year, on April 30 th .

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| | Stock-based
awards are made using a ten-day trailing average stock price from the date five business days after the release of the Company’s
year-end earnings. |
| --- | --- |
| One-Time Supplemental Long-Term Incentives | Periodically,
one-time supplemental long-term incentives are used in situations where specific focus on a multi-year initiative is required.
These performance-based awards have specific, measurable objectives, and are typically paid on a continuum between a 50% threshold
performance level and a 150% outstanding performance level. There is sometimes a service-based component. |
| | In
Fiscal 2016, Messrs. Kritzmacher and Sugerman were granted one-time supplemental long-term incentives, payable in cash
based on performance at the end of Fiscal 2017. Both awards also include a service component. Mr. Kritzmacher’s
$500,000 long-term cash incentive was paid at the targeted level based on achievement of technology-related milestones,
and tenure through the end of Fiscal 2017. Mr. Sugerman’s $900,000 long-term cash incentive was paid at 76.5% of
target, or $688,800 based on the level of achievement of long-term revenue and CTP goals for the Talent Solutions and
Education Services business, and tenure through the end of Fiscal 2017. Mr.
Sugerman was granted a supplemental share-based award in Fiscal 2017 which was paid at 101.5% of target, or 2436 shares
based on the achievement of Fiscal 2017 revenue and contribution to profit goals for the Talent Solutions business. |
| Stock
Ownership Guidelines | The
Compensation Committee believes that the ultimate goal of the long-term incentive program is to align the interests of Company
stockholders and management. To reinforce this principle, the Compensation Committee established stock ownership guidelines
for all executive officers participating in the long-term incentive program. The ownership guideline for the CEO is six times
base salary. The ownership guideline for the other executive officers is two and one-half times base salary. Shares counted
toward the ownership guidelines consist of: |

●	Shares owned outright
●	Half of the performance
share units earned ( i.e. where the performance cycle has been completed), but not yet vested. (Assumes half will be
surrendered to pay taxes.)
●	Half of time-based
restricted shares / restricted share units granted. (Assumes half will be surrendered to pay taxes.)
Mr. Rinck has exceeded his targeted shareholdings.

| | Messrs.
Allin, Kritzmacher, Semel and Sugerman were relatively new to their roles in Fiscal 2017 and mad progress
toward meeting their ownership targets. For
all equity grants awarded during and after June 2011, there is a stock retention requirement for our executive officers, including
the NEOs, that requires retention of 50% of the net shares acquired upon the exercise of stock options or the vesting of performance
share units and restricted shares/share units until the executive satisfies the stock ownership salary multiple. |
| --- | --- |
| Clawback Provision | To
ensure that our compensation program does not encourage excessive risk taking the Company has a clawback provision in both
the annual and long-term incentive plans covering the top 450 employees in the Company. The clawback provision allows the
Company to recoup incentive payments to covered incentive participants in the event that the Company restates 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. |
| Hedging Prohibition | As
part of an Insider Trading Policy, the Company strictly prohibits any type of hedging activity, including the use of financial
instruments such as prepaid variable forwards, equity swaps, collars and/or exchange funds. |
| Retirement and Post-Employment Benefits | All
NEOs are eligible to participate in the Company’s qualified savings and retirement plans, as described further starting
on page 46. However, because US 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 non-qualified retirement plans to supplement
qualified retirement benefits. |

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● 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 Employees’ Retirement Plan of John Wiley & Sons, Inc. (“US Retirement Plan”) due to limitations imposed by the Internal Revenue Code. Participation in and accruals under the Excess Plan were frozen as of June 30, 2013.

| ● | Supplemental
Executive Retirement Plan (the “SERP”). Participation in and accruals under the SERP were frozen as of June
30, 2013. The SERP is more fully described on page 45. |
| --- | --- |
| ● | Deferred
Compensation Plan (the “DCP”). The Deferred Compensation Plan was adopted by the Board of Directors to
provide the opportunity to defer compensation for those executives who are not able to take full advantage of the Company’s
qualified Savings Plan because of tax rules limiting contributions. In conjunction with the freeze of the US defined benefit
plans, the Board approved amending the DCP to provide for Company contributions mirroring those made under the Savings
Plan. |
| ● | UK Unapproved Supplemental Plan (the “UK
Non-Qualified Plan”). The UK Non-Qualified Plan was adopted by the Board of Directors to restore benefits for selected
individuals that cannot be provided under the UK Qualified Plan due to limitations imposed by Her Majesty’s Revenue
& Customs. Participation in and service-related accruals under the UK Non-Qualified Plan were frozen as of April 30, 2015. |

| | As
noted above, the Company ceased accruals and froze participation in the US defined benefit retirement plans, including the
US Retirement Plan, the Excess Plan, and the SERP, effective June 30, 2013. At the same time, the Company enhanced its Defined
Contribution Savings Plan (401(k)) and the DCP. Service-related accruals under the UK Qualified Plan and the UK Non-Qualified
Plan were frozen as of April 30, 2015, and colleagues previously accruing benefits under the UK Qualified Plan became covered
by the UK Group Personal Pension Plan (GPPP), a UK tax-qualified defined contribution arrangement. |
| --- | --- |
| 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 US-based employees, including the NEOs. These competitive benefits are provided
primarily for the well-being of Wiley employees, and at the same time enhance Wiley’s 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 $19,000
annually. These taxable benefits are provided primarily for the financial security and productivity
of executives, which allows greater focus on Wiley business activities. These limited perquisites
primarily consist of financial planning and tax preparation, an allowance for business and
health club memberships, parking in the headquarters building (where appropriate). During
Fiscal 2017, Mr. Allin received a taxable allowance of $10,000 per month for relocation, dual living expenses and family
travel, as his family remained in the UK. In addition, since Mr. Allin traveled extensively and has tax obligations
in both the UK and US, the Company provides tax consultation and preparation assistance from PricewaterhouseCoopers. During
Fiscal 2017, these charges amounted to $66,103. During Fiscal 2017, Mr. Sugerman received a taxable allowance of $12,500
per month for relocation, dual housing and living expenses. |
| 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 equity as determined by the provisions
in their employment agreements or the Executive Severance Plan, which are discussed in detail starting on page 47. 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 for a limited period to bridge executives to new employment, particularly in view of our non-compete and non-solicitation
covenants. |

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Field: Sequence; Type: Arabic; Name: PageNo 39 Field: /Sequence

Field: /Page

| Tax Deductibility of
Compensation |
| --- |
| We
believe that the Company’s executive compensation program meets the goals and objectives discussed above. |

| Summary Compensation Table: | Year [b] | Salary ($) [c] | Stock Awards ($) [e] | Option Awards ($) [f] | Non-Equity
Incentive Plan Compensation ($) [g] | Change
in Pension Value and Nonqualified Deferred Compensation Earnings ($) [h] | All
Other Compensation ($) [i] | Total ($) [j] |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Mark J. Allin | 2017 | 775,000 | 1,919,512 | 0 | 1,053,234 | 507,177 | 270,023 | 4,524,947 |
| | 2016 | 737,500 | 2,283,832 | 498,845 | 875,119 | 108,462 | 202,305 | 4,706,063 |
| | 2015 | 472,870 | 334,320 | 167,620 | 309,836 | 332,866 | 140,450 | 1,757,962 |
| John A. Kritzmacher | 2017 | 662,500 | 1,174,941 | 0 | 1,331,416 | 7,498 | 91,348 | 3,267,703 |
| | 2016 | 645,000 | 745,787 | 319,485 | 701,326 | 1,074 | 79,970 | 2,492,641 |
| | 2015 | 616,667 | 728,340 | 311,100 | 593,712 | 1,312 | 78,447 | 2,329,577 |
| Gary Rinck | 2017 | 549,167 | 539,493 | 0 | 453,854 | 462,771 | 61,044 | 2,066,328 |
| | 2016 | 543,333 | 352,737 | 151,040 | 423,363 | 199,047 | 54,549 | 1,724,069 |
| | 2015 | 531,667 | 352,230 | 149,600 | 359,319 | 503,614 | 51,300 | 1,947,730 |
| John W. Semel | 2017 | 454,167 | 479,776 | 0 | 425,522 | 1,354 | 37,872 | 1,398,691 |
| | 2016 | 450,000 | 307,945 | 132,013 | 396,175 | 24,522 | 34,147 | 1,344,802 |
| | 2015 | 394,625 | 167,160 | 71,400 | 281,204 | 38,682 | 36,040 | 989,111 |
| Jeffrey Sugerman | 2017 | 379,167 | 383,854 | 0 | 995,941 | 897 | 179,351 | 1,939,210 |
| | 2016 | 375,000 | 179,728 | 76,995 | 288,914 | (1,839) | 181,831 | 1,100,629 |

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(e): The amounts reported in this column consist of performance share units and restricted share units granted under the Company’s 2014 Key Employee Stock Plans. The amounts noted for the performance share units represent the value at the grant date based on the probable outcome of the performance conditions under the awards. Maximum value payouts of the performance share units are 150% of target, and will only occur if the Company reaches preset “outstanding” performance benchmarks. To calculate the fair value of the awards, the market price on the date of grant is used in accordance with the FASB ASC Topic 718, Stock Compensation. Refer to Notes 2 and 16 in the Notes to the Consolidated Financial Statements in the Company’s 2017 Annual Report on Form 10-K for the assumptions used in determining FAS ASC Topic 718, Stock Compensation values. (f): The amounts reported in this column consist of stock options granted under the Company’s 2014 Key Employee Stock Plans. Beginning in Fiscal 2017, the company has stopped awarding stock options. The assumptions used to calculate the stock option award values for Fiscal 2015 and 2016 are in accordance with FASB ASC Topic 718, Stock Compensation. Refer to the Notes to the Consolidated Financial Statements in the Company’s 2015 and 2016 Annual Report on Form 10-K 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 Fiscal 2017 was earned based on the achievement of pre-established corporate and, in the case of Mr. Sugerman, business financial measures—including revenue, EPS and business CTP—approved by the Compensation Committee, as well as the achievement of strategic objectives that are designed to drive improved performance for the Company. Mr. Kritzmacher and Mr. Sugerman also received payment for their supplemental long-term cash incentives. Mr. Kritzmacher’s payment was based on achievement of an agreed set of technology-related milestones and continued service through the two-year period. Mr. Sugerman’s long-term cash incentive was payable based on achievement of long-term revenue and CTP goals for the Talent Solutions and Education Services business, and continued service through the two-year period. (h): The change in pension value is mostly attributable to the net effects of changing the discount rates, decrease in the discount period, revising the mortality table, and updating the UK exchange rates for UK pension benefits. Change in pension values for Messrs. Allin, Rinck, Semel and Sugerman are $506,110, $111,169, $1,133 and $768 respectively. Nonqualified deferred compensation earnings represents the market fluctuation on account balances based on the investment funds for Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman are $1,067, $7,498, $351,602, $221 and $129 respectively. Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using a British £ to US $ conversion factor of 1.4542 and 1.28086, for benefits as of April 30, 2016 and April 30, 2017, respectively. Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using UK disclosure assumptions as of April 30, 2016 and April 30, 2017, as applicable. The change in pension value reflects the US Qualified, Excess and SERP benefits frozen as of June 30, 2013. Note the following: ● Mr. Allin continued to accrue UK pension benefits through April 30, 2015. ● Additional US pension accruals ceased as of the US plans’ freeze. ● The change in pension value is mostly attributable to the net effects of changing the discount rates, decrease in the discount period, revising the mortality table, and updating the UK exchange rates for UK pension benefits. (i): All Other Compensation consists of the following in Fiscal 2017: ● Employer contributions to the Company 401(k) plan and Deferred Compensation Plan for Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman, are valued at $71,330, $58,878, $42,697, $37,415 and $29,352 respectively. ● Perquisites (financial planning, health club membership fees, parking benefits) for Messrs. Allin, Kritzmacher and Rinck, valued at $12,590, $18,470 and $18,347, respectively. ● Mr. Allin was a UK-based executive who traveled extensively to the US on Company business, and relocated to the US in June 2015. He has tax obligations and other filing requirements in both the UK and the US. The Company has agreed to cover tax preparation and filing assistance in the UK and the US, and completion of other filing obligations in the UK and the US for Mr. Allin through PricewaterhouseCoopers (PwC), amounting to $66,103 in Fiscal 2017, and included as “other compensation.” ● The Compensation Committee agreed to provide Mr. Allin with an allowance of $10,000 per month to be reviewed annually and used to cover dual UK and US living expenses, and personal travel for himself and his family between the UK and the US, since part of his family continues to reside in the UK. ● The Compensation Committee agreed to provide Mr. Sugerman with an allowance of $12,500 per month to cover relocation, dual housing and living expenses. ● The following NEO’s requested and received a cash donation from the Company to organizations pursuant to the Company’s Matching Gift Program: Mr. Kritzmacher - $14,000 and Mr. Semel - $460.

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| Grants
of Plan-Based Awards During Fiscal 2017: | | | | | | | | Grant
Date Fair Value of Stock and Option Awards ($) [l] |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated
Future Payouts Under Equity Incentive Plan Awards | | | |
| | | Threshold
($) [c] | Target ($) [d] | Maximum ($) [e] | Threshold (#) [f] | Target (#) [g] | Maximum (#) [h] | |
| Mark J. Allin | 6/22/2016 | 468,000 | 936,000 | 1,404,000 | | | | |
| | 6/22/2016 | | | | 11,283 | 22,565 | 33,848 | 1,151,718 |
| | 6/22/2016 | | | | | | 15,043 | 767,795 |
| John A. Kritzmacher | 6/22/2016 | 332,500 | 665,000 | 997,500 | | | | |
| | 6/22/2016 | | | | 6,905 | 13,810 | 20,715 | 704,862 |
| | 6/22/2016 | | | | | | 9,210 | 470,078 |
| Gary Rinck | 6/22/2016 | 206,250 | 412,500 | 618,750 | | | | |
| | 6/22/2016 | | | | 3,170 | 6,340 | 9,510 | 323,594 |
| | 6/22/2016 | | | | | | 4,230 | 215,899 |
| John W. Semel | 6/22/2016 | 193,375 | 386,750 | 580,125 | | | | |
| | 6/22/2016 | | | | 2,820 | 5,640 | 8,460 | 287,866 |
| | 6/22/2016 | | | | | | 3,760 | 191,910 |
| Jeffrey L. Sugerman | 6/22/2016 | 142,500 | 285,000 | 427,500 | | | | |
| | 6/22/2016 | | | | 1,565 | 3,130 | 4,695 | 159,755 |
| | 6/22/2016 | | | | | | 2,080 | 106,163 |
| | 9/21/2016 | | | | 1,200 | 2,400 | 3,600 | 117,9 36 |

(c) to (e): Represents the annual incentives for Fiscal 2017 that are based on achievement of financial goals and strategic objectives. For the annual incentives, 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, EPS and business CTP were the financial performance measures used for Fiscal 2017. Strategic objectives are designed to drive improved performance for the Company in the current and future fiscal years. Actual annual incentive payouts for Fiscal 2017 are indicated in column (g) of the Summary Compensation Table. (f) to (h): Represents the performance share unit awards granted for the Fiscal 2017-19 performance cycle pursuant to the 2014 Key Employee Stock Plan. In Fiscal 2017 executives received 60% of their targeted long-term incentive (excluding one-time awards) in the form of performance share units. 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. Cumulative EBITDA and cumulative free cash flow are the performance measures used for the Fiscal 2017-19 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 performance share units, if earned, vest 50% on June 30, 2019 and the remaining 50% on April 30, 2020. Dividends are not paid during the performance period, but dividend equivalents are paid on earned shares following the performance cycle and before vesting. In the case of Mr. Sugerman, a supplemental performance award was granted and was paid out in June 2017 based on achievement of annual revenue and contribution to profit goals for the Solutions business. (i): Represents the restricted share unit awards granted for Fiscal 2017, pursuant to the 2014 Key Employee Stock Plan. Restricted share units vest 25% per year over four years, on April 30. In Fiscal 2017 executives received 40% of their targeted long-term incentive (excluding one-time awards) in the form of restricted share units. Dividend equivalents are paid on restricted share units until the shares vest. (j): Option grants are no longer awarded. (l): The grant date fair value of the performance share units and restricted share units is computed in accordance with FASB ASC Topic 718, Stock Compensation. The grant date fair value of the performance share unit and restricted share unit awards is based on a $51.04stock price. The fair value disclosed in this column for the performance share units represents the total fair value of those awards at the target level. Maximum value payouts are 150% of target, and will only occur if the Company reaches preset “outstanding” performance benchmarks. Refer to Notes 2 and 16 in the Notes to the Consolidated Financial Statements in the Company’s 2017 Annual Report on Form 10-K for the assumptions made in determining FASB ASC Topic 718, Stock Compensation values.

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| Outstanding Equity Awards at Fiscal
2017 Year End: | Number
of Securities Underlying Unexercised Options (#) Exercisable [b] | Number
of Securities Underlying Unexercised Options (#) Unexercisable [c] | | 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] |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Mark
J. Allin | 4,500 | | | $47.55 | 6/25/2018 | 3,100 | (1) | 163,370 | 24,850 | (6) | 1,309,595 |
| | 7,495 | | | $35.04 | 6/24/2019 | 1,150 | (1) | 60,605 | 22,565 | (7) | 1,189,176 |
| | 28,675 | | | $40.02 | 6/23/2020 | 1,600 | (2) | 84,320 | | | |
| | 26,100 | | | $49.55 | 6/22/2021 | 7,500 | (4) | 395,250 | | | |
| | 26,100 | | | $48.06 | 6/26/2022 | 2,970 | (3) | 156,519 | | | |
| | 7,598 | 7,598 | (1) | $39.53 | 6/24/2023 | 11,283 | (5) | 594,614 | | | |
| | | 9,860 | (2) | $59.70 | 6/23/2024 | | | | | | |
| | 16,910 | 16,910 | (3) | $55.99 | 6/23/2025 | | | | | | |
| John A. Kritzmacher | 30,000 | 30,000 | (1) | $39.53 | 6/24/2023 | 5,345 | (1) | 281,682 | 9,510 | (6) | 501,177 |
| | | 18,300 | (2) | $59.70 | 6/23/2024 | 3,500 | (2) | 184,450 | 13,810 | (7) | 727,787 |
| | 10,830 | 10,830 | (3) | $55.99 | 6/23/2025 | 1,905 | (3) | 100,394 | | | |
| | | | | | | 6,908 | (5) | 364,052 | | | |
| Gary Rinck | 30,000 | | | $47.55 | 6/25/2018 | 3,368 | (1) | 177,494 | 4,500 | (6) | 237,150 |
| | 30,000 | | | $35.04 | 6/24/2019 | 1,250 | (1) | 65,875 | 6,340 | (7) | 334,118 |
| | 25,000 | | | $40.02 | 6/23/2020 | 1,700 | (2) | 89,590 | | | |
| | 25,000 | | | $49.55 | 6/22/2021 | 900 | (3) | 47,430 | | | |
| | 25,000 | | | $48.06 | 6/26/2022 | 3,173 | (5) | 167,217 | | | |
| | 7,150 | 7,150 | (1) | $39.53 | 6/24/2023 | | | | | | |
| | | 8,800 | (2) | $59.70 | 6/23/2024 | | | | | | |
| | 5,120 | 5,120 | (3) | $55.99 | 6/23/2025 | | | | | | |
| John W. Semel | 4,100 | | | 48.06 | 6/26/2022 | 1,337 | (1) | 70,460 | 3,930 | (6) | 207,111 |
| | 2,850 | 2,850 | (1) | 39.53 | 6/24/2023 | 500 | (1) | 26.350 | 5,640 | (7) | 297,228 |
| | | 4,200 | (2) | 59.70 | 6/23/2024 | 800 | (2) | 42,160 | | | |
| | 4,475 | 4,475 | (3) | 55.99 | 6/23/2025 | 785 | (3) | 41,370 | | | |
| | | | | | | 2,820 | (5) | 148,614 | | | |
| Jeffrey L. Sugerman | 2,200 | 2,200 | (1) | $39.53 | 6/24/2023 | 1,016 | (1) | 53,543 | 2,290 | (6) | 120,683 |
| | | 2,700 | (2) | $59.70 | 6/23/2024 | 400 | (1) | 21,080 | 3,130 | (7) | 164,951 |
| | 2,610 | 2,610 | (3) | $55.99 | 6/23/2025 | 1,334 | (8) | 70,302 | | | |
| | | | | | | 500 | (2) | 26,350 | | | |
| | | | | | | 460 | (3) | 24,240 | | | |
| | | | | | | 1,560 | (5) | 82,212 | | | |
| | | | | | | 2,436 | (8) | 128,377 | | | |

(1) Remaining 50% of award vests on April 30, 2018. (2) Award vests 50% on April 30, 2018 and 50% on April 30, 2019. (3) Remaining 50% of award vests 25% on April 30, 2018 and 25% on April 30, 2019. (4) Remaining 75% of award vests 25% on June 1, 2017, 25% on June 1, 2018 and 25% on June 1, 2019. (5) Remaining 75% of award will vest 25% on April 30, 2018, 25% on April 30, 2019 and 25% on April 30, 2020. (6) Award vests 50% on June 30, 2018 and 50% on April 30, 2019. (7) Award vests 50% on June 30, 2019 and 50% on April 30, 2020. (8) Award vested 100% on June 30, 2017. (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 a period following retirement, but no later than the expiration of the option. (g): Includes the second half of the shares earned for the Fiscal 2014-16performance cycle; the restricted share units granted in June 2013-2016; and any supplemental awards , all of which will vest as noted above. (h) and (j): Based on the April 28, 2017 closing market price of Class A stock of $52.70.

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(i): Represents the target number of performance share units granted but yet-to-be earned for the Fiscal 2016-18 and Fiscal 2017-19 long-term incentive cycles. The Fiscal 2016-18 shares, if earned, will vest half on June 30, 2018 and half on April 30, 2019. The Fiscal 2017-19 shares, if earned, will vest half on June 30, 2019 and half on April 30, 2020.

| Name [a] | Option
Awards — Number
of Shares Acquired on Exercise (#) [b] | Value
Realized on Exercise ($) [c] | Stock
Awards — Number
of Shares Acquired on Vesting (#) [d] | Value
Realized on Vesting ($) [e] |
| --- | --- | --- | --- | --- |
| Mark
J. Allin | 3,500 | $11,580 | 12,934 | $684,672 |
| John
A. Kritzmacher | 0 | $0 | 14,850 | $765,720 |
| Gary
Rinck | 0 | $0 | 7,375 | $388,663 |
| John
W. Semel | 7,250 | $60,454 | 8,607 | $434,189 |
| Jeffrey
L. Sugerman | 0 | $0 | 2,165 | $114,096 |

(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): Includes: ● the second half of the performance share units earned from the Fiscal 2013-15 performance cycle (Messrs. Allin, Kritzmacher, Rinck and Semel), ● the first half of the performance share units earned from the Fiscal 2014-16 performance cycles (Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman) ● the first half the restricted share units granted in June 2013 (Messrs Allin, Rinck, and Semel) ● the second quarter of restricted share units granted in June 2015 (Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman), ● the first quarter of restricted share units granted in June 2016 ● the first quarter of promotional restricted share award granted in June 2015 (Mr. Allin) ● the full vesting of a one-time restricted share award granted in September 2013 (Mr. Semel) (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 Common Stock on the dates of vesting.

| Pension
Benefits Table: | Plan [b] | Number
of Years Credited Service (#) [c] | Present Value of Accumulated Benefit (1) ($) [d] | Payments
During Last Fiscal Year ($) [e] |
| --- | --- | --- | --- | --- |
| Mark J. Allin | Qualified Plan | N/A | N/A | 0 |
| | Excess Plan | N/A | N/A | 0 |
| | SERP | 13 | 1,222,751 | 0 |
| | UK Qualified
Plan (2)(3) | 16 | 1,713,022 | 0 |
| Gary Rinck | Qualified Plan | 9 | 356,413 | 0 |
| | Excess Plan | 9 | 966,544 | 0 |
| | SERP | 9 | 3,102,512 | 0 |
| John W. Semel | Qualified Plan | 4 | 101,708 | 0 |
| | Excess
Plan | 4 | 124,879 | 0 |
| Jeffrey L. Sugerman | Qualified Plan | 0.5 | 15,960 | 0 |
| | Excess
Plan | 0.5 | 29,913 | 0 |

(1) The credited service and the accumulated benefits used to determine the present value of the US Qualified, Excess and SERP benefits are as of the US plans’ freeze on June 30, 2013. Mr. Allin’s UK plan credited service and accumulated benefit used to determine present value are as of April 30, 2017. (2) Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using a British £ to US $ conversion factor of 1.28086. (3) Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using UK disclosure assumptions including a 2.60% discount rate. (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, 2017, calculated using the same assumptions in footnote 15 of the Company’s financial statements, except that the SERP benefit for Mr. Rinck calculated under the 1989 SERP has no mortality assumption and under the 1989 and 2005 SERP, no recognition of pre-retirement mortality.

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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 US based employees of the Company. The Plan pays benefits at retirement to participants who terminate or retire from the Company after meeting certain eligibility requirements. Prior to January 1, 2005, benefits under the Qualified Plan provided for annual normal benefits payable at normal retirement age of 65 based on certain factors times average final compensation times years of service not to exceed 35 (the “Previous Benefit Formula”). Effective January 1, 2005 the Qualified Plan formula was revised to provide covered participants with enhanced future benefits. After January 1, 2005, benefits are calculated as the sum of:

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

● An annual benefit earned for benefit service after January 1, 2005. The amount of each year’s accrual is the sum of:

● total annual compensation (annual base salary, plus 100% of bonus) for the year up to and including 80% of that year’s Social Security Wage Base times 1.0%, plus

● total annual compensation for the year in excess of 80% of that year’s Social Security Wage Base times 1.3%.

| | The Company announced a cessation of accruals and freeze of
participation in the US Qualified Retirement Plan, effective June 30, 2013. |
| --- | --- |
| | The plan recognizes a maximum of 35 years of benefit service, accruing through June 30, 2013. 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 annual benefit calculated under the Previous Benefit Formula for the combined Qualified Plan and the Excess Plan described below for Mr. Rinck is $3,399. |
| 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 participant’s compensation is not subject to the limitations under the Code. Years of service under the Qualified Plan and the Excess Plan are the number of years and months through the plans’ freeze date, June 30, 2013, limited to 35 years, worked for the Company and its subsidiaries after attaining age 21. |
| | The Company announced a cessation of accruals and freeze of participation in the US Supplemental Benefit (“Excess”) Plan, effective June 30, 2013. |
| 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. Mr. Rinck remains in the 1989 SERP. |
| | The benefit under the 1989 SERP is the higher of the “primary” or the “additional” benefit. |

● The primary benefit consists of ten annual payments commencing at retirement (at or after age 65) determined by multiplying the participant’s base salary rate at retirement by 2.5, reducing the result by $50,000 and dividing the remainder by five. The plan also provides for an alternative early retirement benefit for participants who retire after age 55 with five years of service, a reduced payment for participants whose employment is terminated prior to age 65 other than on account of death (and who do not qualify for early retirement) and a survivor benefit for the beneficiaries of a participant who dies prior to age 65 while employed by the Company or an affiliate.

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● The additional benefit provides participants with a guaranteed total annual retirement benefit beginning at age 65 for ten years of 50%, 55%, or 65% (the “Applicable Percentage”) of average compensation, defined as base salary and annual incentive, over the executive’s highest three consecutive years. This amount is reduced by the retirement benefits under the Qualified Plan, the Excess Plan and the primary benefit above. The Applicable Percentage for Mr. Rinck is 50%.

	The 2005 SERP provides a lifetime annual benefit determined by multiplying the executive’s average compensation over the highest three consecutive years times a service factor, which is the sum of years of service up to 20 years times 2%, plus years of service in excess of 20 times 1%, to a maximum of 35 years total. The 2005 SERP provides a reduced early retirement benefit for participants calculated in the same manner as the 1989 SERP. 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.
	The Company announced a cessation of accruals and freeze of participation in the US Supplemental Executive Retirement Plan, effective June 30, 2013.
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.
	In Fiscal 2015, the Company announced its desire to cease accruals based on service under the UK Qualified Plan. Following a period of consultation with Plan participants, service-related accruals under the Plan were frozen, effective April 30, 2015.

Nonqualified Deferred Compensation (NQDC) Table:	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)
Mark J. Allin	0	61,880	1,067	0	84,421
John A. Kritzmacher	0	49,222	7,498	0	151,169
Gary Rinck	248,307	32,041	351,602	0	3,239,450
John W. Semel	0	26,265	221	0	71,496
Jeffrey
L. Sugerman	0	18,064	129	0	43,846

Participants in the company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”) may elect to defer up to 25% of their base salary and up to 100% of their annual cash incentive compensation. If the participant’s Company matching contributions under the Employees’ Savings Plan are restricted due to code contribution or compensation limitations, he/she is eligible to receive a Company matching contribution of up to 1.5% of pay in excess of qualified plan limits under the NQDC Plan. Mirroring Company contributions under the Savings Plan, the Company also makes Basic Retirement Contributions, and may make Discretionary Contributions, recognizing pay in excess of qualified plan limits, under the NQDC Plan.

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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 04/30/2017
Goldman Sachs VIT Government Money Market	0.37%
Fidelity VIP Investment Grade Bond Svc	2.59%
MFS VIT Value	14.23%
Fidelity VIP Index 500	17.81%
American Funds IS Growth 2	23.22%
Nationwide VIT Mid Cap Index I	19.96%
DFA VA US Targeted Value	21.58%
Vanguard VIF Small Company Growth	26.39%
MFS VIT II International Value	11.83%
MFS VIT II International Growth	12.79%
Northwestern Mutual Life Insurance	5.26%
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 available in a lump sum or annual installments over
up to 15 years. Amounts in
column (b) are included in columns (c) and (g) on the Summary Compensation Table.

Mark J. 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	$ 1,560,000	$ 1,560,000
Severance – Annual Incentive	$ 0	$ 0	$ 0	$ 1,872,000
Prorated Annual Incentive	$ 0	$ 0	$ 0	$ 936,000
ELTIP – Restricted Performance Share Units	$ 0	$ 0	$ 0	$ 2,498,771
Restricted Stock (Performance Shares Earned but Not Vested) (1)	$ 163,370	$ 163,370	$ 163,370	$ 163,370
Restricted Stock (Time based)	$ 0	$ 0	$ 0	$ 1,159,519
Stock Options (2)	$ 0	$ 0	$ 0	$ 100,066
Benefits (3)	$ 0	$ 0	$ 59,057	$ 59,057
SERP (4)	$ 989,791	$ 989,791	$ 989,791	$ 2,015,436
Excess Plan (4)	N/A	N/A	N/A	N/A
Qualified Plan (4)	$ 1,234,817	$ 1,234,817	$ 1,234,817	$ 1,234,817
NQDC (5)	$ 84,421	$ 84,421	$ 84,421	$ 84,421
Total:	$ 2,472,399	$ 2,472,399	$ 4,091,456	$ 11,683,456

(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 April 28, 2017 closing stock price ($52.70).

(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 2017), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are:

UK Qualified:	$70,346 / year as a life annuity
Excess:	N/A / year as a life annuity
SERP:	$60,494 / year as a life annuity

(5) Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.

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John A. Kritzmacher

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	$ 665,000	$ 1,330,000
Severance – Annual Incentive	$ 0	$ 0	$ 0	$ 1,263,500
Prorated Annual Incentive	$ 0	$ 0	$ 0	$ 631,750
ELTIP – Restricted Performance Share Units	$ 0	$ 0	$ 0	$ 1,228,964
Restricted Stock (Performance Shares Earned but Not Vested)	$ 0	$ 0	$ 0	$ 281,682
Restricted Stock (Time based)	$ 0	$ 0	$ 0	$ 1,025,478
Stock Options (1)	$ 0	$ 0	$ 0	$ 395,100
Benefits (2)	$ 0	$ 0	$ 30,124	$ 60,248
SERP (3)	N/A	N/A	N/A	N/A
Excess Plan (3)	N/A	N/A	N/A	N/A
Qualified Plan (3)	N/A	N/A	N/A	N/A
NQDC (4)	$ 151,169	$ 151,169	$ 151,169	$ 151,169
Total:	$ 151,169	$ 151,169	$ 846,293	$ 6,367,890

(1) Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70).

(2) Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.

(3) Mr. Kritzmacher is not eligible for any DB benefits (Qualified, Excess and SERP) because he was hired in June 2013 and had not completed one year of service as of the plans’ June 30, 2013 freeze date.

(4) Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.

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	$ 825,000	$ 1,100,000
Severance – Annual Incentive	$ 0	$ 0	$ 0	$ 825,000
Prorated Annual Incentive	$ 0	$ 0	$ 0	$ 412,500
ELTIP – Restricted Performance Share Units	$ 0	$ 0	$ 0	$ 571,268
Restricted Stock (Performance Shares Earned but Not Vested) (1)	$ 177,494	$ 177,494	$ 177,494	$ 177,494
Restricted Stock (Time based)	$ 0	$ 0	$ 0	$ 370,086
Stock Options (2)	$ 0	$ 0	$ 0	$ 94,166
Benefits (3)	$ 0	$ 0	$ 25,457	$ 33,943
SERP (4)	$ 3,174,638	$ 3,174,638	$ 3,174,638	$ 3,201,489
Excess Plan (4)	$ 950,145	$ 950,145	$ 950,145	$ 950,145
Qualified Plan (4)	$ 355,387	$ 355,387	$ 355,387	$ 355,387
NQDC (5)	$ 3,239,450	$ 3,239,450	$ 3,239,450	$ 3,239,450
Total:	$ 7,897,114	$ 7,897,114	$ 8,747,571	$ 11,330,927

(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 April 28, 2017 closing stock price ($52.70).

(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 2017), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are:

Qualified:	$26,396 / year as a life annuity
Excess:	$70,571 / year as a life annuity
SERP:	$365,586 / year as a 10 year certain

(5) Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years.

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John W. Semel

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	$ 455,000	$ 682,500
Severance – Annual Incentive	$ 0	$ 0	$ 0	0.
Prorated Annual Incentive	$ 0	$ 0	$ 0	$ 0
ELTIP – Restricted Performance Share Units	$ 0	$ 0	$ 0	$ 504,339
Restricted Stock (Performance Shares Earned but Not Vested)	$ 0	$ 0	$ 0	$ 70,460
Restricted Stock (Time based)	$ 0	$ 0	$ 0	$ 284,844
Stock Options (1)	$ 0	$ 0	$ 0	$ 37,535
Benefits (2)	$ 0	$ 0	$ 24,385	$ 36,578
SERP (3)	N/A	N/A	N/A	N/A
Excess Plan (3)	$ 79,427	$ 79,427	$ 79,427	$ 79,427
Qualified Plan (3)	$ 67,201	$ 67,201	$ 67,201	$ 67,201
NQDC (4)	$ 71,496	$ 71,496	$ 71,496	$ 71,496
Total:	$ 218,124	$ 218,124	$ 697,509	$ 1,834,379

| (1) | Reflects
the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing
stock price ($52.70). | |
| --- | --- | --- |
| (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 2017),
even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits
are: | |
| | Qualified: | $13,156 / year as a life annuity |
| | Excess: | $15,550 / year as a life annuity |
| | SERP: | N/A / year as a life annuity |
| (4) | Balance
is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual
installments over up to 15 years. | |

Jeffrey L. Sugerman

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	$ 475,000	$ 570,000
Severance – Annual Incentive	$ 0	$ 0	$ 0	$ 0
Prorated Annual Incentive	$ 0	$ 0	$ 0	$ 0
ELTIP – Restricted Performance Share Units	$ 0	$ 0	$ 0	$ 285,634
Restricted Stock (Performance Shares Earned but Not Vested) (1)	$ 53,543	$ 53,543	$ 53,543	$ 53,543
Restricted Stock (Time based)	$ 0	$ 0	$ 0	$ 174,964
Stock Options (2)	$ 0	$ 0	$ 0	$ 28,974
Benefits (3)	$ 0	$ 0	$ 22,819	$ 27,383
SERP (4)	N/A	N/A	N/A	N/A
Excess Plan (4)	$ 31,729	$ 31,729	$ 31,729	$ 31,729
Qualified Plan (4)	$ 17,267	$ 17,267	$ 17,267	$ 17,267
NQDC (5)	$ 43,846	$ 43,846	$ 43,846	$ 43,846
Total:	$ 146,385	$ 146,385	$ 644,204	$ 1,233,340

| (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 April 28, 2017 closing
stock price ($52.70). |
| (3) | Presumes benefits are similar to
those available to salaried employees and therefore only need to be disclosed in the dismissal columns. |

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| (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 2017), even though plan documents
only permit annuity payments, except on termination following a change of control. Annual benefits are: | |
| --- | --- | --- |
| | Qualified: | $1,163 / year as a life annuity |
| | Excess: | $2,137 / year as a life annuity |
| | SERP: | N/A / year as a life annuity |
| (5) | Balance is paid as a lump sum on
termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up
to 15 years. | |

The preceding tables—Potential Payments upon Termination or Change of Control—show the payments and benefits our named executives would receive in connection with a variety of employment termination scenarios and upon a change of control. For the named executive officers, the information assumes the terminations and change of control occurred on April 30, 2017. 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, 2017.
Under the 2009 and 2014 Key Employee Stock Plans, the Compensation 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 or the Executive Severance Policy which provide for the following in the event of a “without cause termination” or “constructive discharge” without a change in control:

| ● Severance—base
salary: Mr. Allin—24 months; Mr. Rinck—18 months; Mr. Sugerman—15 months; Messrs. Kritzmacher and Semel—12
months. |
| --- |
| ● Performance
Share Units—accelerated vesting of all earned Performance Share Units for completed cycles. |
| ● Company-paid
health and welfare benefits, for their respective severance periods: |
| ● Relocation
of household goods back to UK for Mr. Allin. |

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 in control, as defined: ● Severance—base salary: Messrs. Allin, Kritzmacher and Rinck— 24 months, Messrs. Semel and Sugerman— 18 months. ● Severance—annual target incentive—Messrs. Allin, Kritzmacher and Rinck— 2 years, Messrs. Semel and Sugerman— 1½ years. ● Company-paid health and welfare benefits--Messrs. Allin, Kritzmacher and Rinck — 24 months, Messrs. Semel and Sugerman— 18 months. ● Messrs. Allin and Rinck – 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. ● Mr. Rinck — a lump-sum payment of the accrued benefit under the Excess Plan. ● Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman — immediate payment of the current balance of the NQDC Plan.

Upon a “change in control,” as defined, under the 2009 and 2014 Key Employee Stock Plans:

● Double-trigger vesting of equity will apply in cases where the acquiring company is a publicly traded company, and that company assumes or replaces the outstanding equity.

● There are no excise tax “gross-ups”.

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“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.

| DIRECTOR COMPENSATION |
| --- |
| Directors’ Compensation Fiscal 2017 |
| Our non-employee
directors received an annual cash retainer of $100,000 and committee chairs of the Audit, Governance, and Compensation
Committees 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 in relation to
service on the Board. In Fiscal 2017, directors who are employees did not receive an annual retainer for Board service. In Fiscal
2017, Mr. Kissner received a Chairman Fee of $185,000, split 65% in cash and 35% in stock, in addition to an annual Director
Fee of $100,000 and Director Grant equal to a value of $100,000. Pursuant to the 2014 Director Stock Plan, each of our
non-employee directors received an annual award of Class A Common Stock equal to $100,000, with the amount of shares granted
based on the stock price of John Wiley & Sons, Inc. Class A Common Stock at the close of the New York Stock Exchange
on September 22, 2016. During Fiscal 2017 the Company awarded a total of 22,855 Class A Common Shares to the non-employee
directors, including which includes 1,937 shares issued to Mr. Plummer in lieu of his cash Director’s fees under
the Directors’ Deferred Stock Plan. All of our Directors, except Messrs. Pesce, Pence, and Dobson, defer their receipt
of the shares and receive them as share equivalents under the Deferred Compensation Plan for Director as described in
the following paragraph. The Company
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 cash retainer
fees in the form of cash and/or Class A Common Stock. They may also defer their annual stock award. |

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In Fiscal 2017, seven of our ten non-employee directors participated in the Deferred Plan. Retainers deferred in cash accrue interest annually based on the prime rate. One of our current Directors defers receipt of his cash retainer in an interest bearing account. 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 distribution date of the dividend. 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 disbursed on January 15th of each year following the retirement. Our active directors and their spouses are eligible to participate in the Company’s Matching Gift Program. The Company will match on a one-to-one basis up to a maximum contribution of $15,000 per calendar year, with no organization limit. Share ownership by each Director is encouraged. To this end, each Director is expected to own shares of common stock valued at not less than five times that Director’s annual cash compensation to which the Director is entitled for Board service. The table below indicates the total cash compensation received by each non-employee director and Mr. Jesse C. Wiley during Fiscal 2017.

| Name | FY 2017 Director Compensation — Cash
Fee | Chair
Fee | Stock
Awards (2) | All
Other Compensation | Total |
| --- | --- | --- | --- | --- | --- |
| Mari Jean Baker (3)(5) | $100,000 | $15,000 | $100,000 | $27,271.60 | $242,272 |
| George Bell (3)(5) | $100,000 | $15,000 | $100,000 | $8,620.38 | $223,620 |
| David Dobson (6) | $50,000 | | $50,000 | | $100,000 |
| Laurie A. Leshin (3) | $100,000 | | $100,000 | $3,945.90 | $203,946 |
| Matthew S. Kissner (1)(3)(5) | $220,250 | | $164,750 | $41,349.83 | $426,350 |
| Eduardo Menascé (8) | | | | $12,917.92 | $12,918 |
| Raymond W. McDaniel, Jr. (3) | $100,000 | $15,000 | $100,000 | $48,986.41 | $263,722 |
| William J. Pesce | $100,000 | | $100,000 | | $200,000 |
| William Pence | $100,000 | | $100,000 | | $200,000 |
| William B. Plummer (3)(7) | $100,000 | | $100,000 | $51,952.48 | $251,952 |
| Kalpana Raina (3) | $100,000 | | $100,000 | $16,460.56 | $216,461 |
| Jesse C. Wiley (4) | | | | $192,366 | $192,366 |

(1) Mr. Kissner received additional cash compensation of $120,250 for his services as Chairman of the Board.

(2) On September 22, 2016, each of our then sitting non-employee Directors received an annual stock award of 1,995 shares of Class A Common Stock based on the closing price of $50.13. In addition to the Non-employee Director grant, Mr. Kissner received an additional 1,291.5 Class A Common Stock at $50.13 for his service as Chairman of the Board.

(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, $17,722 in interest credited to his Deferred Cash Compensation Plan in Fiscal 2017 of which, $5,403 is forfeitable if Mr. McDaniel resigns his position as a Director before December 31, 2017.

(4) Mr. Jesse Wiley does not receive a retainer for his service on the Board, but in Fiscal 2017 received, as an employee of the Company, an annual base salary of $179,000 and a target annual incentive of $13,366, with payout on the incentive based solely on his role as Manager, Business Development, Client Solutions.

(5) The following Directors requested and received a cash donation from the Company to organizations pursuant the Company’s Matching Gift Program, as described above: Ms. Baker - $15,000, Mr. Bell - $2,000, and Mr. Kissner - $5,000. These amounts are included under “All Other Compensation.”

(6) Mr. Dobson joined the Board in March 2017 and received a prorated cash retainer in the amount of $50,000. Mr. Dobson also received a prorated annual Directors Stock Award of 940Class A Common Stock at $53.20.

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| (7) | Mr. Plummer has elected to defer his cash retainer
and receives it in share equivalents under the Deferred Compensation Plan for Directors. |
| --- | --- |
| (8) | Mr. Menascé resigned from the Board effective September 21, 2016. |

Name — Mari J. Baker	10,603	—
George Bell	5,954	—
David C. Dobson (1)	—	—
Matthew S. Kissner	30,743	—
Laurie Leshin	3,753	—
Raymond W. McDaniel, Jr.	26,231	—
William Pence (1)	—	—
William J. Pesce (1)	—	—
William B. Plummer	44,218	—
Kalpana Raina	14,050	—

| (1) Messrs.
Dobson, Pence, and Pesce do not defer receipt of their annual stock award. |
| --- |
| 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 $50,000,000 with Chubb Insurance Company of New Jersey, National Union Fire Insurance Company of Pittsburgh,
PA, Allied World National Assurance Company and Federal Insurance Company at a premium of $453,500. The current policy
expires on November 14, 2017. OTHER MATTERS Manner and Expenses of Solicitation Since many
of our shareholders are unable to attend the Annual Meeting, the Board solicits proxies so that each shareholder has the
opportunity to vote on the proposals to be considered at the Annual Meeting. Shareholders
of record can vote, and save the Company expense, by using the Internet or by calling the toll-free telephone number printed
on the proxy card. Voting instructions (including instructions for both telephonic and Internet voting) are provided on
the proxy card. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow
shareholders to give voting instructions and to confirm that shareholders’ instructions have been recorded properly.
Shareholders participating or 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. |

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If a shareholder does not return a signed proxy card, vote by the Internet, by telephone or attend the Annual Meeting and vote in person or via the Internet, 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 Corporate Secretary, 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. |
| --- |
| Electronic Delivery of Materials |
| The 2017 Notice of Annual Meeting, Proxy Statement and Annual Report
on Form 10-K are available on the website at www.proxyvote.com. Instead of receiving future copies
of our Proxy Statement and Annual Report materials by mail, shareholders can elect to receive an e-mail that will provide
electronic links to them. Selecting this option will save us the cost of producing and mailing documents to your home or business
and will also give you an electronic link to the proxy voting site. Shareholders of record and beneficial owners may enroll
in the electronic proxy delivery service at any time in the future by going to our enrollment site at http://enroll.icsdelivery.com/jwa
and following the enrollment instructions. |
| Deadline for Submission of Shareholder Proposals |
| If a shareholder intends to present a proposal for action at the 2018
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 20, 2018. 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 2016
Annual Meeting and the proposal fails to comply with the advance notice procedure prescribed by our By-Laws, then the Company’s
proxy may confer discretionary authority on the persons being appointed as proxies on behalf of the Company’s Board
to vote on the proposal. |
| Our By-Laws establish an advance notice procedure with regard to certain
matters, including shareholder proposals and nominations of individuals for election to the Board. In general, written notice
of a shareholder proposal or a director nomination for an annual meeting must be received by the Secretary of the Company
no later than May 31, 2018, and must contain specified information and conform to certain requirements, as set forth in greater
detail in the By-Laws. If the Company’s presiding officer at any shareholders’ meeting determines that a shareholder
proposal or director nomination was not made in accordance with the By-Laws, the Company may disregard such proposal or nomination. |
| Proposals and nominations should be addressed to Corporate Secretary,
John Wiley & Sons, Inc., 111 River Street, Mail Stop 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 2017 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. |

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| The Company will provide, without charge, a copy of its
Annual Report on Form 10-K filed with the SEC for Fiscal 2017, 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. |

JOANNA JIA
Corporate Secretary
Hoboken, New Jersey
August 18, 2017

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JOHN WILEY & SONS, INC. 111 RIVER STREET HOBOKEN, NJ 07030 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 27, 2017 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. During The Meeting - Go to www.virtualshareholdermeeting.com/JWA2017 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available on your proxy card and follow the instructions. 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 27, 2017 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. Admission Ticket - Not Transferable

| TO VOTE, MARK BLOCKS BELOW IN BLUE
OR BLACK INK AS FOLLOWS: | |
| --- | --- |
| E32268-Z70866 | KEEP THIS PORTION FOR YOUR RECORDS |
| DETACH AND RETURN THIS
PORTION ONLY | |
| THIS
PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED. | |

| JOHN
WILEY & SONS, INC. | | | | | For 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, “FOR” proposals 2 and 3, and “Every Year” for proposal 4. | | | | | | | | | |
| Vote on
Directors: | | | | | ☐ | ☐ | ☐ | | |
| 1. | The election as directors
of all nominees listed below, except as marked to the contrary. | | | | | | | | |
| | Nominees: | | | | | | | | |
| | 01) | George Bell | 03) | William Pence | | | | | |
| | 02) | Laurie A. Leshin | 04) | Kalpana Raina | | | | | |
| Vote on Proposals: | | | | | For | Against | Abstain | | |
| 2. | Ratification
of the appointment of KPMG LLP as independent accountants for the fiscal year ending April 30, 2018. | | | | ☐ | ☐ | ☐ | Notice
to participants in the John Wiley & Sons, Inc. Employee Savings Plan (“401K”)
and the Payroll Deduction Employee Stock Purchase Plan (“ESPP”): If
you participate in the 401K or the ESPP, this proxy card includes shares that the relevant plans have credited to this
account. To
allow for sufficient time for the 401K Trustee to vote, the Trustee must receive your voting instructions by 11:59 p.m.
Eastern Daylight Time on Monday, September 25 th , 2017. If the 401K Trustee does not receive your instructions
by that date, the Trustee will vote the shares held in the same proportion as votes from other participants in the 401K. PLEASE
SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s) appear(s)
hereon. | |
| 3. | Approval, on an advisory
basis, of the compensation of the named executive officers. | | | | ☐ | ☐ | ☐ | | |
| | | | | Every
Year | Every
Two Years | Every
Three Years | Abstain | | |
| 4. | Approval,
on an advisory basis, of the frequency of the named executive officer compensation vote. | | | ☐ | ☐ | ☐ | ☐ | | |
| For address changes and/or comments,
please check this box and write them on the back where indicated. | | | | | | | ☐ | | |
| Please indicate if you plan to attend
this meeting. | | | | | ☐ | ☐ | | | |
| | | | | | 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 |

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JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 28, 2017

ADMISSION TICKET

2017 Annual Meeting of Stockholders September 28, 2017 at 8:00 A.M.

You should present this admission ticket in order to gain admittance to the meeting. This ticket admits only the stockholder(s) listed on the reverse side and is not transferable. Each stockholder may be asked to present valid picture identification, such as a driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

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.

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E32269-Z70866

PROXY/VOTING INSTRUCTION CARD

JOHN WILEY & SONS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Matthew S. Kissner and Gary M. Rinck 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 online at www.virtualshareholdermeeting.com/JWA2017, and at the Company’s headquarters, 111 River Street, Hoboken, New Jersey 07030, on September 28, 2017, at 8:00 A.M., Eastern Daylight Saving Time.

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

Address Changes/Comments:

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

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

V.1.1

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JOHN WILEY & SONS, INC. 111 RIVER STREET HOBOKEN, NJ 07030 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 27, 2017. 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. During The Meeting - Go to www.virtualshareholdermeeting.com/JWA2017 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available on your proxy card and follow the instructions. 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 27, 2017. 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. Admission Ticket - Not Transferable

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E32270-Z70866	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. | | | | | 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, “FOR” proposals 2 and 3, and “Every Year” for proposal 4. | | | | | | | | | | | |
| Vote on Directors: | | | | ☐ | ☐ | ☐ | | | | | |
| 1. | The election as directors
of all nominees listed below, except as marked to the contrary. | | | | | | | | | | |
| | Nominees: | | | | | | | | | | |
| | 01) | Matthew S. Kissner | 05) | David C. Dobson | | | | | | | |
| | 02) | Mari J. Baker | 06) | Jesse C. Wiley | | | | | | | |
| | 03) | William J. Pesce | 07) | Raymond W. McDaniel, Jr. | | | | | | | |
| | 04) | William B. Plummer | | | | | | | | | |
| | | | | | | | | | Every | Every | |
| | | | | | | | | Every | Two | Three | |
| Vote
on Proposals: | | | | For | Against | Abstain | | Year | Years | Years | Abstain |
| 2. | Ratification
of the appointment of KPMG LLP as independent accountants for the fiscal year ending April 30, 2018. | | | ☐ | ☐ | ☐ | 4. Approval,
on an advisory basis, of the frequency of the named executive officer compensation vote. | ☐ | ☐ | ☐ | ☐ |
| 3. | Approval, on an advisory
basis, of the compensation of the named executive officers. | | | ☐ | ☐ | ☐ | | | | | |
| | 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. | | | | | | ☐ | | | | | |
| Please indicate if you plan to attend
this meeting. | | | | ☐ | ☐ | | | | | | |
| | | | | 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

V.1.1

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JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 28, 2017

ADMISSION TICKET

2017 Annual Meeting of Stockholders September 28, 2017 at 8:00 A.M.

You should present this admission ticket in order to gain admittance to the meeting. This ticket admits only the stockholder(s) listed on the reverse side and is not transferable. Each stockholder may be asked to present valid picture identification, such as a driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

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.

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E32271-Z70866

PROXY/VOTING INSTRUCTION CARD

JOHN WILEY & SONS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Matthew S. Kissner and Gary M. Rinck 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 online at www.virtualshareholdermeeting.com/JWA2017, and at the Company’s headquarters, 111 River Street, Hoboken, New Jersey 07030, on September 28, 2017, at 8:00 A.M., Eastern Daylight Saving Time.

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

Address Changes/Comments:

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

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

V.1.1

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