John Wiley & Sons, Inc. (WLY)
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AGM 2026

Sep 24, 2026

Summary

The meeting highlighted strong financial growth, record AI and research performance, and strategic partnerships. All proposals, including director elections and auditor ratification, passed. Dividend was raised for the 33rd consecutive year.

Operator

Hello, and welcome to the 2026 annual meeting of shareholders of John Wiley & Sons, Inc. It is my pleasure to turn today's meeting over to Brian Campbell, Wiley's Vice President of Investor Relations.

Brian Campbell
VP of Investor Relations, John Wiley & Sons

Hello, and thank you all for joining us. Note that our comments include forward-looking statements. Actual results may differ materially from those statements, and the company does not undertake any obligation to update them to reflect subsequent events. Also, Wiley provides non-GAAP measures as a supplement to evaluate underlying operating profitability and performance trends. These measures do not have standardized meanings prescribed by U.S. GAAP and therefore may not be comparable to similar measures used by other companies, nor should they be viewed as alternatives to measures under GAAP. Unless otherwise noted, we will refer to non-GAAP metrics, and variances are on a year-over-year basis and will exclude the impact of currency. I'll now turn the call over to Jesse Wiley.

Jesse Wiley
Chairman of the Board, John Wiley & Sons

Thank you and good morning. As Chair of Wiley's board, I welcome you to Wiley's 64th Annual Meeting of Shareholders. It is now 8:00 A.M. Eastern Time, and I call this meeting to order. Thanks for joining us. On behalf of the Board, we appreciate your engagement during this transformative year as we celebrate 219 years of empowering knowledge seekers worldwide. The agenda and rules of conduct are posted on your meeting portal. Today, we'll vote on three items: the election of nine directors, the ratification of our independent auditors for fiscal year 2027, and an advisory vote on executive compensation. Before we begin, I'd like to recognize Mari Baker, who after 15 years of distinguished service on our board, will not stand for re-election this year.

Over those 15 years, Mari helped shape this board and guide the company through a period of profound change in our industry and beyond. On behalf of my fellow directors and everyone at Wiley, thank you, Mari, for your dedication and counsel. I'll now take a moment to acknowledge our board of directors present today. Also joining me are President and CEO Matthew Kissner; Brian Campbell, Vice President, Investor Relations; Deirdre Silver, our General Counsel and Corporate Secretary. Chris serves as our Inspector of Elections. And representatives from PricewaterhouseCoopers, our independent auditors, who are available to answer questions during the Q&A session of the meeting. The record date for determining shareholders entitled to vote at this meeting was July 31st, 2026. Ms. Silver has advised that notice of this meeting was properly given to all shareholders of record in accordance with our bylaws and has confirmed we have a quorum.

The polls are now open for voting. All Wiley shareholders entitled to vote at this meeting can do so online. If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the meeting portal. Please remember that if you have already voted by proxy, it is not necessary to vote again. Proxies submitted before the meeting remain valid unless revoked by voting during this meeting. After voting has been completed on all matters on the agenda, we will close the polls, and Mr. Woods will provide his preliminary report. We will now review today's proposals. Proposal one is for the election of nine directors as detailed in our proxy statement. Per our bylaws, Class A shareholders elect three directors and Class B shareholders elect six.

Directors are elected by a plurality of votes cast by each class voting separately. No additional nominations were received, and nominations are closed. The Board recommends approval of all nine director nominees. Proposal two is for the ratification of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2027. The Board recommends approval. Proposal three is for the advisory approval of executive compensation. While non-binding, this vote provides valuable feedback about our executive compensation philosophy, policies, and practices, which our Compensation Committee and our board consider when making executive compensation decisions. For proposals two and three, Class A and Class B shareholders vote together as a single class, with each Class A entitled to one tenth of one vote and each Class B share entitled to one vote. Both proposals require approval by a majority of the votes cast.

Shareholders entitled to vote who wish to ask questions specific to these proposals may do so through the online portal. We will address questions after we hear from our President and CEO, Matt Kissner. Questions not addressed due to time constraints may be submitted to our investor relations team following the meeting.

Matthew Kissner
President and CEO, John Wiley & Sons

Thank you, Jesse, and good morning, everyone. Three years ago, we laid out a plan to build a stronger, more profitable Wiley, sharpen our cost base, reinvest in our best growth opportunities, and position our company to lead through unprecedented technological change. Fiscal 2026 was the clearest proof yet that our plan is working. Everything we do rests on two reinforcing growth engines. Research is our foundation. Decades of scale, relationships, and trusted proprietary content in the high impact disciplines driving progress. AI and data analytics is our emerging engine, layering intelligence over that same trusted content. Research fuels AI, and AI accelerates research. The Wiley flywheel. Fiscal 2026 was our breakout year. Article submissions grew 25% and output 11%, both well ahead of the market. Total AI revenue reached $49 million, and recurring AI revenue grew eightfold.

We expanded margins to all-time highs, grew free cash flow 55% to $195 million, and returned $174 million to shareholders, including a record $100 million of share repurchases. The momentum has continued in the first quarter of fiscal 2027. Research publishing grew 12%, with submissions up 31% and customer retention above 99%. We generated $14 million of AI revenue, with more already contracted, and we raised our dividend for the 33rd consecutive year. Partnerships are central to how we grow. Our five-year agreement with OpenEvidence puts trusted medical research at the point of care, and our partnership with IQVIA is scaling our clinical outcome assessments business across the pharmaceutical industry.

At the same time, we've built a corporate customer base of 19 companies for our AI subscription knowledge feeds, spanning verticals from life sciences and materials science to financial services and food and agriculture, including seven of the world's top 10 pharmaceutical companies. Consider two recent moments. We were invited to be the sole scientific publisher in the U.S. Department of Energy's Genesis Mission, a national effort to put AI to work on the hardest problems in science. We became a founding data partner in CuspAI's AI Materials Foundry. In both, we stand alongside the world's leading AI innovators. When organizations like these choose a data foundation, they choose Wiley. Trust is the product. We also completed our largest acquisition since 2007. Emerald Publishing extends our scale and content advantage into economics, business, and finance, adds a high-margin recurring revenue stream, and is integrating ahead of schedule.

Exactly the kind of disciplined, high-return investment that keeps the flywheel compounding. None of this would matter without the discipline behind it. Over two years, we have expanded adjusted EBITDA margin by 340 basis points and adjusted Operating Margin by 560 basis points. This is a leaner, faster, fundamentally stronger Wiley than the one we described three years ago. What sets us apart is two centuries of trusted content, a partner ecosystem spanning the world's leading societies and AI innovators, and a culture that moves with speed and purpose. As global R&D investment surges past $2 trillion a year, Wiley sits at the intersection of discovery and application. The real catalyst behind it all is our global team. Through their work, critical research reaches researchers and clinicians faster, AI models become more trustworthy, and learners gain knowledge that changes lives. To our shareholders, thank you for your confidence.

To our board, whose guidance continues to sharpen our path, thank you. To every Wiley colleague, thank you for proving that a company entering its 220th year can be as relevant today as it has ever been. We're not slowing down. We're just getting started. Thank you.

Brian Campbell
VP of Investor Relations, John Wiley & Sons

Thank you, Matt. We will now address questions specific to the proposals. I see no questions have been submitted.

Jesse Wiley
Chairman of the Board, John Wiley & Sons

Thank you, Brian. With no questions, I now declare the polls closed. The Inspector of Elections advises that preliminary results indicate all proposals have passed by the necessary margins. Final results will be filed with the SEC in the coming days. Thank you for attending. The meeting is now adjourned.

Operator

Thank you. This concludes today's meeting. You may now disconnect.