DEF 14A: Wiley Focuses on Core Strengths and Elects Directors at 2024 Annual Meeting

Wiley's proxy statement highlights a pivotal year with a focus on Research and Learning, divestitures of non-core businesses, and the election of ten directors at the upcoming Annual Meeting.

Summary

• Wiley's fiscal year 2024 was marked by a strategic shift towards its core strengths in Research and Learning.
• The company divested non-core businesses and streamlined its cost structure.
• Adjusted Revenue was $1,617 million, a 1% decrease year-over-year on a constant currency basis.
• Adjusted EBITDA was $369 million, a 3% decrease year-over-year on a constant currency basis.
• Adjusted EPS decreased 19% to $2.78.
• Free Cash Flow was $114 million, down 34% from the prior year.
• The company is inviting shareholders to attend the 2024 Annual Meeting on September 26, 2024, to vote on the election of ten directors, ratification of PricewaterhouseCoopers LLP as the company's independent public accountants, and an advisory vote on executive compensation.
• The Board recommends voting for all director nominees, the ratification of the accounting firm, and the approval of executive compensation.

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While there's optimism about the future and strategic focus, the financial results show declines in key metrics, indicating challenges and a transitional year.

Positives

• Wiley met and exceeded its guidance and other stated objectives.
• The company enters a new year with strong business momentum, meaningful margin expansion, and a renewed sense of optimism.
• Learning segment Adjusted Revenue was up 5% to $574 million.
• Learning segment Adjusted EBITDA margin was up from 28.9% to 34.9%.

Negatives

• GAAP Revenue decreased 7% to $1,873 million.
• GAAP Operating Income decreased 6% to $52 million.
• GAAP EPS resulted in a loss of $(3.65), down $3.96 from the prior year.
• Cash from Operations decreased 25% to $208 million.
• Adjusted Revenue was down 1% year-over-year on a constant currency basis.
• Adjusted EBITDA was down 3% year-over-year on a constant currency basis.
• Adjusted EPS decreased 19% to $2.78.
• Free Cash Flow was down 34% from the prior year.
• Research segment Adjusted Revenue was down 4% to $1,043 million.
• Research segment Adjusted EBITDA margin was down from 34.9% to 31.8%.

Risks

• The level of investment by Wiley in new technologies and products.
• Subscriber renewal rates for journals.
• The financial stability and liquidity of journal subscription agents.
• The consolidation of book wholesalers and retail accounts.
• The market position and financial stability of key retailers.
• The seasonal nature of the educational business and the impact of the used book market.
• Worldwide economic and political conditions.
• The ability to protect copyrights and other intellectual property worldwide.
• The ability to successfully integrate acquired operations and realize expected opportunities.
• The ability to realize operating savings over time and in fiscal year 2025 in connection with the Global Restructuring Program and planned and completed dispositions.
• The possibility that the divestitures will not be pursued, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to planned dispositions.
• Cyber risk and the failure to maintain the integrity of operational or security systems or infrastructure, or those of third parties with which we do business.
• As a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets.
• The ability to leverage artificial intelligence technologies in products and services.

Future Outlook

Wiley is confident in its direction of travel as it continues to execute on its value plans and move decisively on the publishing, solutions, optimization, and innovation opportunities in front of it.

Management Comments

• Jesse C. Wiley, Chair of the Board: 'Fiscal 2024 was a pivotal year for us. We intensified our focus on our core strengths in Research and Learning. We divested non-core businesses and underperforming assets. We streamlined the organization and right-sized our cost structure.'
• Matthew S. Kissner, President and CEO: 'Over the past year, we have become a stronger and more profitable Wiley. We moved decisively to simplify our portfolio and focus on our Research and Learning core while driving operating efficiency and publishing innovation.'

Industry Context

Wiley's strategic shift towards core strengths and divestiture of non-core assets aligns with broader industry trends of companies focusing on their most profitable and competitive areas.

Comparison to Industry Standards

• Peer companies used for benchmarking include 2U Inc., Graham Holdings Company, Scholastic Corporation, The E.W. Scripps Company, Gray Television, Stagwell Inc., Equifax Inc., IAC Inc., Stride, Inc., The New York Times Company, TEGNA, Gartner, Inc., Pearson Plc, and Wolters Kluwer.
• Director compensation is benchmarked against the peer group to ensure competitiveness.
• The company's ESG initiatives align with the United Nations Global Compact and UN Social Development Goals Publishers Compact.

Management Changes

Stakeholder Impact

• Shareholders are invited to participate in the Annual Meeting and vote on key proposals.
• Colleagues are thanked for their tireless work and remarkable achievements this year.
• Customers are assured of Wiley's continued commitment to providing high-quality knowledge and solutions.

Next Steps

• Shareholders are invited to attend the 2024 Annual Meeting on September 26, 2024.
• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will continue to execute on its value plans and focus on publishing, solutions, optimization, and innovation opportunities.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Executive Compensation, Corporate Governance, Financial Performance, Research, Learning, Wiley