Our Company was founded upon service to our customers and we are committed to building value for our shareholders. Our products and services continue to distinguish themselves on the basis of quality, customer service and value that can be trusted. Consistent with these principles, Meredith strives to uphold the highest standards of ethical conduct, to be a leader in corporate governance, to report results with accuracy and transparency and to maintain full compliance with the laws, rules and regulations that govern Meredith’s businesses.

The Company’s businesses are overseen by the Board of Directors which currently has ~~nine~~eight members. There is one member of management on the Board and the remaining ~~eight~~seven directors are independent directors. The Board has four standing committees, namely Audit, Compensation, Nominating/Governance and Finance, all of which are comprised entirely of independent directors. Each committee has its own charter and the ~~Chair~~chair of each committee reports to the Board at each regular meeting.

The Board of Directors has no specific policy with respect to the separation of the offices of Chairman and CEO. The Board believes ~~that~~ this issue is part of the succession planning process and that it is in the best interests of the Company for the Board to make athis determination on a periodic basis. ~~Each year the Nominating/Governance Committee recommends its nominees for each standing committee, the Chairman of the Board and the Chair for each committee.~~ Our current Board leadership structure combines these roles, with Mr. Lacy acting as Chairman and CEO. In addition, the Board elected Ms. Frazier, an independent director under the New York Stock Exchange (“NYSE”) rules, to serve as ~~Vice Chairman~~Vice-Chairman and as Chairman of the Nominating/Governance Committee. Ms. Frazier presides at the executive sessions of non-management directors and executive sessions of independent directors. Each year the Nominating/ Governance Committee recommends its nominees for Chairman of the Board and members and chairs for each standing committee.

Mr. Lacy has primary responsibility for managing the Company’s ~~businesses,~~businesses; designing, developing and establishing strategic plans and providing leadership to the management team, all subject to the Board’s direction and review. As Chairman of the Board, Mr. Lacy is the key link between the Board and other members of management, as well as between the Board and the Company’s shareholders. Because of his day-to-day knowledge of the Company’s operations and challenges in his role as CEO, he is well-suited to provide leadership to the Board and guide its deliberations and activities.

As ~~Vice Chairman,~~Vice-Chairman, Ms. Frazier works closely with the Chairman to ensure that the Board’s procedures, processes and communications reflect sound corporate governance. She chairs executive sessions of the independent, non-management directors and counsels collectively and individually with the members of the Board to utilize their individual capabilities to the Board’s best advantage. She collaborates with the Chairman to organize and establish the Board agenda, works to ensure there is sufficient time for discussion of agenda items and oversees the circulation of timely and relevant information to directors. The Board of Directors believes at this time this leadership structure enhances Board effectiveness in performing its oversight role and furthers the policies and procedures of the Board.

Risk is an integral part of the Board and committee deliberations throughout the year. The Board is responsible for and oversees the Company’s risk management process through regular discussion of the Company’s risks with management both during and outside of regularly scheduled Board meetings. The Board considers, as appropriate, risks, among other factors, in reviewing the Company’s strategy, business plan, budgets and major transactions. Each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to the committee. The Company uses an enterprise risk management framework to ensure that key risk areas are identified and that oversight responsibility is assigned to the appropriate Board committee and management. Each committee has a charter ~~which~~that lists ~~that~~such committee’s designated areas of responsibility for specific risk areas that might impact the Company. Board committees make regular reports addressing risk oversight to the Board at its meetings. The full Board also receives periodic information about the Company’s risk areas and initiatives for addressing those risks. In addition, future risks are anticipated and discussed as part of the strategic planning process.

At least quarterly, the Audit Committee discusses with management, corporate counsel, the Company’s ~~director~~Director of ~~internal audit~~Internal Audit and the Company’s independent external auditor: current business trends affecting the Company that may impact risk; litigation and ethics compliance matters; the risk exposures facing the Company; the steps


		Common Stock Owned						Class B Common Stock Owned (1)							Common Stock Owned						Class B Common Stock Owned (1)
	Name	Sole Voting or Investment Power		Shared Voting or Investment Power		% of Class (2)		Sole Voting or Investment Power		Shared Voting or Investment Power		% of Class		Name	Sole Voting or Investment Power		Shared Voting or Investment Power		% of Class (2)		Sole Voting or Investment Power		Shared Voting or Investment Power		% of Class
a.	Beneficial owners of more than 5%													Beneficial owners of more than 5%
	Katherine C. Meredith (3)		19,203		92,412		10.68		3,666,154		92,412		42.83
	c/o Chris Sidwell
	1716 Locust Street
	Des Moines, IA 50309-3023
	E. T. Meredith, IV (3)		0		92,412		6.62		1,612,633		692,412		26.27
	c/o Chris Sidwell													Katherine C. Meredith (3)
	1716 Locust Street													c/o Chris Sidwell
	Des Moines, IA 50309-3023													1716 Locust Street
	D. Mell Meredith Frazier, Director (3)(5)(10)		39,872		92,412		6.51		1,534,535		692,412		25.38	Des Moines, IA 50309-3023		7,203		92,412		5.63		1,874,707		92,412		25.55
	1716 Locust Street													E. T. Meredith, IV (3)
	Des Moines, IA 50309-3023													c/o Chris Sidwell
	Anna K. Meredith Endowment Trust (6)		0		0		1.66		0		600,000		6.84	1716 Locust Street
	665 Locust Street													Des Moines, IA 50309-3023		—		92,412		8.06		2,020,312		850,106		37.28
	Des Moines, IA 50304													D. Mell Meredith Frazier, Director (3)(12)(15)
	T. Rowe Price Associates, Inc. (7)		4,608,798		0		12.60		0		0		0	1716 Locust Street
	100 E. Pratt Street													Des Moines, IA 50309-3023		60,627		92,412		7.95		1,917,922		850,106		35.95
	Baltimore, MD 21202													Anna K. Meredith Endowment Trust (5)
	The Vanguard Group, Inc. (8)		2,313,657		50,951		6.47		0		0		0	665 Locust Street
	100 Vanguard Blvd.													Des Moines, IA 50304		—		—		1.63		—		600,000		7.79
	Malvern, PA 19355													Royce & Associates, LLC (6)
	Ariel Investments, LLC (8)		2,123,541		0		5.80		0		0		0	745 Fifth Avenue
	200 E. Randolph Drive, Suite 2900													New York, NY 10151		1,824,620		—		5.01		—		—		—
	Chicago, IL 60601													BlackRock, Inc. (7)
	Select Equity Group, Select Offshore Advisors, LLC		2,131,923		0		5.79		0		0		0	40 East 52nd Street
	and George S. Loening (8)													New York, NY 10022		5,572,771		—		15.30		—		—		—
	380 Lafayette Street, 6^th Floor													Ariel Investments, LLC (8)
	New York, NY 10003													200 E. Randolph Drive, Suite 2900
	Fiduciary Management, Inc. (8)		1,904,339		4,450		5.22		0		0		0	Chicago, IL 60601		—		2,075,019		5.70		—		—		—
	100 East Wisconsin Avenue													The Vanguard Group, Inc. (9)
	Suite 2200													100 Vanguard Blvd.
	Milwaukee, WI 53202													Malvern, PA 19355		—		2,058,279		5.65		—		—		—
b.	Directors, not listed above, including nominees and													Directors, not listed above, including nominees and executive officers
	executive officers													Donald A. Baer, Director Nominee		—		—		*		—		—		—
	Joseph H. Ceryanec, Chief Financial Officer (5)(11)(13)		83,917		0		*		0		0		0	Donald C. Berg, Director (10)(11)		10,122		—		*		—		—		—
	Mary Sue Coleman, Director (9)(10)		49,917		0		*		0		0		0	Joseph H. Ceryanec, Chief Financial Officer (12)(15)(16)		66,995		—		*		—		—		—
	James R. Craigie, Director (9)(10)		28,946		0		*		0		0		0	Mary Sue Coleman, Director (10)(11)		70,833		—		*		—		—		—
	Alfred H. Drewes, Director (10)		18,842		0		*		0		0		0	Thomas H. Harty, President-National Media Group (12)(13)(16)		162,174		—		*		—		—		—
	Thomas H. Harty, President-National Media Group (11)(13)		108,271		0		*		0		0		0	Frederick B. Henry, Director (3)(10)(11)		68,571		118,844		1.51		—		366,821		4.76
	Frederick B. Henry, Director (3)(9)(10)		63,626		118,844		1.52		0		366,821		4.18	Joel W Johnson, Director (10)(11)		104,763		—		*		—		—		—
	Joel W. Johnson, Director (9)(10)		81,233		0		*		0		0		0	Paul A. Karpowicz, President-Local Media Group (4)(12)(13)(16)		324,240		5,876		*		—		—		—
	Paul A. Karpowicz, President-Local Media Group (4)(11)(13)		240,156		5,876		*		0		0		0
	Stephen M. Lacy, Director, Chairman and CEO (4)(5)(11)(12)		979,310		2,600		2.71		0		0		0
	Philip A. Marineau, Director (3)(9)(10)		57,506		0		*		0		0		0
	Elizabeth E. Tallett, Director (9)(10)		12,793		0		*		0		0		0
	John S. Zieser, Chief Development Officer, General Counsel (4)(5)(11)(12)(13)		324,144		1,856		*		0		0		0
c.	All directors and executive officers as a group (3)(4)(5)(9)(10) (11)(12)(13)(14)[13 persons]		2,088,533		221,588		10.74		1,534,535		1,059,233		29.56

*Less than 1%

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		Common Stock Owned						Class B Common Stock Owned (1)
	Name	Sole Voting or Investment Power		Shared Voting or Investment Power		% of Class (2)		Sole Voting or Investment Power		Shared Voting or Investment Power		% of Class
	Stephen M. Lacy, Director, Chairman/CEO (4)(12)(13)(15)		427,261		2,600		1.17		—		—		—
	Philip A. Marineau, Director (3)(10)(11)		48,664		—		*		—		—		—
	Elizabeth E. Tallett, Director (10)(11)		43,342		—		*		—		—		—
	John S. Zieser, Chief Development Officer, General Counsel (12)(13)(15)(16)		111,605		19		*		—		—		—
c.	All directors and executive officers as a group (3)(4)(10)(11)(12)(13)(14)(15)(16) [12 persons]		1,499,217		219,751		10.63		1,917,922		1,216,927		40.71


*Less than 1%

(1)	Class B common stock is not transferable except to members of the family of the holder and certain other related entities. ~~Class~~However, class B common stock ~~however,~~ is convertible share for share at any time into fully transferable common stock without the payment of any consideration. Holders of common stock are entitled to cast one vote for each share of common stock owned on the record date. Holders of class B common stock are entitled to cast ten votes for each share owned on the record date.


(2)	Shares listed in the table under “Common Stock Owned” do not include shares of common stock deemed to be owned by the shareholder as a result of the shareholder’s ownership of class B common stock which is convertible share for share into common stock. However, the calculation of “% of Class” includes such shares deemed to be owned. If such shares were not included in the calculations, the common stock ownership percentages would be less than 1% for Katherine C. ~~Meredith;~~Meredith, E. T. Meredith, ~~IV;~~IV, D. Mell Meredith ~~Frazier and Frederick B. Henry;~~Frazier; 0% for the Anna K. Meredith Endowment Trust; and less than 1% for Frederick B. Henry; the other individuals’ ownership percentages would be unchanged and the ownership percentage in (c)All directors and executive officers as a groupwould be ~~2.71%~~4.76%.
(3)	Includes shares owned by various trusts. The inclusion of these shares is not to be taken as an admission by the named shareholder of beneficial ownership of these shares for any other purpose.
(4)	Includes shares beneficially owned by spouses and relatives living in the same household with the named individuals and/or shares owned by family partnerships.
(5)	This is a charitable trust. Bankers Trust Company as trustee votes the shares at the direction of the Endowment Board. The Endowment Board, composed of Bankers Trust Company, D. Mell Meredith Frazier, E. T. Meredith, IV, James Hubbell, III and John D. Bloodgood, acting by majority vote, has dispositive power over the shares.
(6)	Information as of December 31, 2013 based on Schedule 13G/A filed with the SEC. Royce & Associates, Inc. (“Royce”) has sole dispositive and sole voting power over 1,824,620 shares of Common Stock. Royce serves as an investment adviser, and, for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,824,620 shares of Common Stock.
(7)	Information as of December 31, 2013 based on Schedule 13G filed with the SEC. BlackRock, Inc. (“BlackRock”) has sole dispositive and sole voting power over 5,572,771 shares of Common Stock. BlackRock serves as a parent holding company, and, for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 5,572,771 shares of Common Stock.
(8)	Information as of December 31, 2013 based on Schedule 13G/A filed with the SEC. Ariel Investments, LLC (“Ariel”) has sole voting power with respect to 1,855,236 shares of Common Stock and shared dispositive power with respect to 2,075,109 shares of Common Stock. Ariel serves as an investment adviser, and, for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 2,075,109 shares of Common Stock.
(9)	Information as of December 31, 2013 based on Schedule 13G filed with the SEC. The Vanguard Group, Inc. (“Vanguard”) has sole voting power with respect to 54,420 shares of Common Stock, sole dispositive power with respect to 2,006,559 shares of Common Stock and shared dispositive power with respect to 51,720 shares of Common Stock. Vanguard Fiduciary Trust Company (“VTFC”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 51,720 shares (.14%) of Common Stock as a result of its serving as an investment manager of collective trust accounts. VFTC directs the voting of these shares. Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 2,700 shares of Common Stock as a result of its serving as investment manager of Australian investment offerings. VIA directs the voting of these shares. Vanguard may be deemed to beneficially own 2,058,279 shares of Common Stock.
(10)	Includes common stock equivalents held by non-employee directors under the Meredith Corporation Stock Plan for Non-Employee Directors as follows (rounded up to the nearest whole number): Berg-3,918, Johnson-38,107, Coleman-18,516, Tallett-7,685, Marineau-4,886 and Henry-1,993 for an aggregate total of 75,105.
(11)	Includes shares which are subject to presently exercisable stock options or options exercisable within 60 days following August 31, 2014 by non-employee directors as follows: Berg-2,700, Frazier and Johnson-51,930 each, Marineau-34,470, Henry-32,700, Coleman-45,930 and Tallett-27,930 for an aggregate total of 247,590.
(12)	Includes common stock equivalent units and/or restricted stock units held by executive officers under the Company’s Stock Incentive Plans as follows: Lacy-75,221, Zieser-67,936, Harty-8,350, Karpowicz-7,300 and Ceryanec-38,465 for an aggregate total of 197,272.
(13)	Includes shares which are subject to presently exercisable stock options or options exercisable within 60 days following August 31, 2014 by executive officers under the Company’s Stock Incentive Plans as follows: Lacy-279,333, Karpowicz-253,000, Zieser-20,000 and Harty-91,000 for an aggregate total of 643,333.
(14)	Includes 890,923 shares which are subject to presently exercisable stock options or options exercisable within 60 days following August 31, 2014 by the directors and executive officers as a group.
(15)	Includes shares held by Principal Life Insurance Company as trustee under the 401(k) Plan for the benefit of certain participants, which shares are voted by the trustee at the direction of individual ~~plan~~Plan participants. Shares held by directors and executive officers are as follows: Lacy-6,984, Meredith-1,422, Ceryanec-1,125 and Zieser-42.
~~(6)~~	This is a charitable trust. Bankers Trust Company as trustee has sole voting power while the Endowment Board, composed of Bankers Trust Company; D. Mell Meredith Frazier; E. T. Meredith, IV; James Hubbell, III and John D. Bloodgood, has dispositive power over the shares, acting by majority vote.
~~(7)~~	Information as of December 31, 2010 based on Schedule 13G/A filed with the SEC. These securities are owned by various individual and institutional investors (including T. Rowe Price Mid-Cap Value Fund, Inc. which owns 2,788,275 shares, representing 7.6% of the common shares outstanding) which T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment advisor with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.
~~(8)~~	~~Information as of December 31, 2010 based on Schedule 13G/A filed with the SEC.~~
~~(9)~~	Includes SEUs (rounded up to the nearest whole number) held by non-employee directors as follows: Johnson, 23,414; Coleman, 7,997; Craigie, 7,479; Marineau, 4,312; Tallett, 2,827 and Henry, 1,759, for an aggregate total of 47,788.
~~(10)~~	Includes shares which are subject to presently exercisable stock options or options exercisable within 60 days following August 31, 2011 by non-employee directors as follows: Johnson, 48,000; Marineau, 48,000; Coleman, 38,000; Frazier, 36,000; Henry, 32,000; Craigie, 18,000; Drewes, 12,000 and Tallett, 6,000, for an aggregate total of 238,000.
~~(11)~~	Includes shares which are subject to presently exercisable stock options or options exercisable within 60 days following August 31, 2011 by NEOs under the Company’s Stock Incentive Plans as follows: Lacy, 819,333; Zieser, 250,000; Karpowicz, 170,000; Harty, 50,500 and Ceryanec, 50,000, for an aggregate total of 1,339,833.
~~(12)~~	~~Includes SEUs held by NEOs under the Company’s Stock Incentive Plans as follows (rounded to the nearest whole number): Lacy, 47,848 and Zieser, 30,399, for an aggregate total of 78,247.~~
~~(13)~~(16)	Includes shares held by Morgan Stanley Smith Barney Stock Plan Services, as trustee under the ~~ESPP~~Meredith Corporation Employee Stock Purchase Plan of 2002 for the benefit of certain officers, which shares are voted by the trustee at the direction of the individual plan participants.
~~(14)~~	~~Includes 1,577,833 shares which are subject to presently exercisable stock options or options exercisable within 60 days following August 31, 2011~~ Shares held by ~~the~~ directors and executive officers are as ~~a group.~~follows: Ceryanec-2,487, Harty-2,688, Karpowicz-7,297 and Zieser-127.

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AUDIT COMMITTEE DISCLOSURE

Audit Committee Pre-Approval Policy

The Audit Committee has adopted policies and procedures for the approval and pre-approval of the audit, audit-related, tax and all other services performed by our independent registered public accounting firm in order to assure that the provision of such services does not impair the registered public accounting firm’s independence. Unless a type of service to be provided by the independent registered public accounting firm has received general pre-approval, it will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee. The Audit Committee will revise the list of general pre-approved services from time to time, based upon subsequent determinations. The ~~committee~~Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management. The Audit Committee pre-approved all audit, audit-related and permitted non-audit services provided by KPMG in fiscal ~~2011.~~2014.

Service Fees Paid to Independent Registered Public Accounting Firm

The Company’s independent registered public accounting firm for the fiscal year ended June 30, ~~2011~~2014 was KPMG. Representatives of KPMG are expected to be present at the Annual Meeting, will be given the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The following table sets forth information regarding fees for professional services rendered by KPMG with respect to fiscal ~~2011~~2014 and ~~2010.~~2013.


	2011		2010			2014		2013
Audit Fees (1)	$	801,000	$	775,000	$	981,109	$	1,313,363
Audit-Related Fees (2)		30,705		24,100		92,210		46,300
Tax Fees (3)		35,846		4,185		123,460		157,062
All Other Fees (4)		39,150		0		1,650		1,650
Total Fees	$	906,701	$	803,285	$	1,198,429	$	1,518,375


	(1)	Represents fees for the audit of the Company’s annual financial statements for the fiscal years ended June 30, ~~2011~~2014 and June 30, ~~2010~~2013 and the review of the Company’s quarterly financial statements during such fiscal years.
	(2)	Consists of the fees for audits of financial statements of certain employee benefit plans, assistance to the Internal Audit Department and ~~assistance in~~ the ~~interpretation and implementation~~review of ~~accounting standards and regulations.~~certain contracts.
	(3)	Consists of fees for tax services provided to the Company, including ~~principally~~tax planning services and the review of certain tax ~~returns and interpretive advice concerning tax laws.~~returns.
	(4)	Consists of fees for access to KPMG’s Internet Accounting Research ~~Web~~web site.

The Audit Committee has advised the Company that it has determined that the non-audit services rendered by KPMG during the Company’s most recent fiscal year are compatible with maintaining the independence of such registered public accounting firm.

Report of the Audit Committee

The responsibilities of the Audit Committee, which are set forth in the Audit Committee Charter adopted by the Board of Directors, include providing oversight of the Company’s financial reporting process through periodic meetings with the Company’s independent registered public accounting firm, internal auditors and management to review accounting, auditing, internal controls and financial reporting matters. Management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management and its independent registered public accounting firm.

We have reviewed and discussed with senior management the Company’s audited financial statements included in the ~~2011~~2014 Annual Report to Shareholders. Management has confirmed to us that such financial statements:


	1.	Have been prepared with integrity and objectivity and are the responsibility of management and

	2.	Have been prepared in conformity with ~~accounting principles generally accepted in the United States.~~GAAP.

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We have discussed with KPMG the matters required to be discussed by ~~SAS 61~~Auditing Standard No. 16 (Communications with Audit ~~Committee)~~Committees) (AS16). ~~SAS 61~~AS16 requires our independent registered public accounting firm to provide us with additional information regarding the scope and results of its audit of the Company’s financial statements, including with respect to:


	1.	Their responsibility under generally accepted auditing ~~standards;~~standards,

	2.	Significant accounting ~~policies;~~policies,

	3.	Management judgment and ~~estimates;~~estimates,

	4.	Any significant audit ~~adjustments;~~adjustments,

	5.	Any disagreements with management, and

	6.	Any difficulties encountered in performing the audit.

We have received from KPMG a letter providing the disclosures required by Public Company Oversight Board Rule 3526, Communications with Audit Committees Concerning Independence, with respect to any relationships between KPMG and the Company that, in its professional judgment, may reasonably be thought to bear upon independence. KPMG has discussed its independence with us, and has confirmed in such letter that, in its professional judgment, it is independent of the Company within the meaning of the federal securities laws.

Based upon the review and discussions described above with respect to the Company’s audited financial statements included in the Company’s 2011 Annual Report to Shareholders, we have recommended to the Board of Directors that such financial statements be included in the Company’s Annual Report on Form 10-K for filing with the SEC.

The Audit Committee also reviewed management’s process designed to achieve compliance with Section 404 of the Sarbanes-Oxley Act of 2002. In addition, KPMG audited management’s assessment of internal control over financial reporting and has issued a report thereon dated August ~~19, 2011.~~25, 2014. In that report KPMG states that, in its opinion, the Company maintained effective control over financial reporting as of June 30, ~~2011.~~2014.

As specified in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with ~~accounting principles generally accepted in the United States.~~GAAP. That is the responsibility of management and the Company’s independent registered public accounting firm. In giving our recommendation to the Board of Directors, we have relied on:


	1.	Management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with ~~accounting principles generally accepted in the United States~~GAAP and

	2.	The report of the Company’s independent registered public accounting firm with respect to such financial statements.

Based upon the review and discussions described above with respect to the Company’s audited financial statements included in the Company’s 2014 Annual Report to Shareholders, we have recommended to the Board of Directors that such financial statements be included in the Company’s Annual Report on Form 10-K for filing with the SEC.


	AUDIT COMMITTEE
	Philip A. Marineau, Chair
	Mary Sue Coleman
	~~James R. Craigie~~
	~~Alfred H. Drewes~~Donald C. Berg

PROPOSAL THREE - APPROVAL OF 2014 STOCK INCENTIVE PLAN

On August 13, 2014, our Board of Directors approved, subject to shareholder approval, the 2014 Stock Incentive Plan (the “Plan”). We are submitting the Plan to our shareholders for approval, which is required under the terms of the Plan for awards granted under it to be valid and effective. We are also seeking shareholder approval in accordance with the requirements of the New York Stock Exchange rules and in order for certain awards under the Plan to qualify as “performance-based compensation” that is exempt from the $1 million deduction limit imposed by Section 162(m) of the Internal Revenue Code.

We believe that appropriate equity incentives are important to attract and retain the highest caliber of employees and directors, to link incentive rewards to Company performance, to encourage employee and director ownership in our company, and to align the interests of our employees and directors to those of our shareholders. The approval of the Plan will enable us to continue to provide such incentives.

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Description of the Plan.

The following is a summary of the material features of the Plan. The following summary does not purport to be complete and is qualified in its entirety by reference to the terms of the Plan, which is attached to this proxy statement as Exhibit A.

Purpose of the Plan. The purpose of the Plan is to establish a program of incentives for officers, key employees, and directors of the Company which will (a) stimulate, recognize, and reward the contribution of those persons to the achievement of long-range corporate goals, (b) provide flexibility to the Company in its ability to motivate, attract and retain the services of those persons possessing a high level of managerial ability and experience upon whose judgment, interest and special effort the successful conduct of its operation is largely dependent, and (c) to align the interests of those persons with those of the Company’s shareholders.

Shares Subject to Plan. The number of shares of common stock, $1.00 par value per share, of the Company reserved for issuance under the Plan is three million (3,000,000) shares plus the aggregate number of shares available for issuance (and not subject to outstanding awards) under the Company’s 2004 Stock Incentive Plan as of the date on which the Plan is approved by the Company’s shareholders. As of June 30, 2014, there were 5,300,439 shares available for issuance (and not subject to outstanding awards) under the Company’s 2004 Stock Incentive Plan.

The number of shares reserved for issuance will be adjusted upon a merger, reorganization, recapitalization, stock dividend or other change in the corporate structure of the Company affecting the common stock. The maximum number of options or stock appreciation shares, in the aggregate, that may be awarded to a participant during any annual period is 750,000 shares. The maximum number of shares, in the aggregate, that may be awarded to any participant as restricted stock, restricted stock units, stock equivalent units, or performance shares in any annual period is 300,000 shares.

If any award granted under the Plan terminates, expires, or lapses prior to exercise for any reason, or if shares are issued and then reacquired by the Company, any shares subject to such award or any reacquired shares shall be available for the grant of a new award under the Plan. Shares covered by an award shall not be counted as used unless and until they are actually issued and delivered to a participant. Any shares covered by a stock appreciation right shall be counted as used only to the extent shares are actually issued to the participant upon exercise of the right. In addition, any shares of common stock exchanged by an optionee as full or partial payment to the Company of the exercise price under any stock option exercised under the Plan, any shares retained by the Company pursuant to a participant’s tax withholding election, and any shares covered by a benefit which is settled in cash shall be added to the shares available for benefits under the Plan.

Administration. The Plan provides for administration by a committee of the Board of Directors consisting of two or more directors who qualify as non-employee directors. The Plan will be administered by the Compensation Committee of the Board of Directors. Among the powers granted to the committee are the authority to interpret the Plan; establish rules and regulations for its operation; select persons to receive awards; determine the size and types of awards; and determine the terms and conditions of such awards. Subject to certain conditions, the committee also has the power to amend the terms and conditions of any outstanding award.

Eligibility and Selection of Participants. All key employees of the Company and its subsidiaries and all non-employee directors of the Company are eligible to participate in this Plan. The selection of participants from eligible employees is within the discretion of the committee. The estimated number of persons who are eligible to participate in the Plan at this time is 800.

Awards under the Plan. In structuring the Plan, the Board of Directors sought to provide for a variety of awards that could be flexibly administered in order to carry out the purposes of the Plan. Accordingly, the Plan provides for the grant of any or all of the following types of awards: stock options, stock appreciation rights, restricted stock, restricted stock units, stock equivalent units, performance shares, and performance cash awards. The committee shall determine the nature and amount of each award.

Stock Options. The Plan authorizes the committee to grant incentive stock options, nonqualified stock options, or a combination thereof to purchase common stock.

Subject to the limitations on the number of options that may be granted under the Plan, the committee shall determine for each option its duration, the terms and conditions to which the exercise of the option is subject, the number of shares that may be purchased, and the purchase price per share upon exercise of the option. The purchase price per share may not be less than 100% of the fair market value of such share on the date the option is granted, and no option may be exercised later than the tenth anniversary date of its grant. If an option other than an incentive stock option may not be exercised due to a black-out period

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within the three business days prior to the normal expiration date of the option, then the expiration date of such option shall be extended for a period of 30 days following the end of the black-out period or such longer period as permitted by the committee.

The option price upon exercise may be paid in full either: (a) in cash or its equivalent; (b) by tender of previously acquired shares; (c) by a certification of ownership of such previously-acquired shares; (d) to the extent permitted by law, by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and applicable withholding taxes due to the Company; (e) by having the Company retain from the option shares a number of shares of common stock having a value, determined pursuant to rules established by the committee in its discretion, equal to the option price; or (f) such other methods of payment as the committee deems appropriate. In no event shall the committee, (1) without shareholder approval, cancel any outstanding stock option for the purpose of reissuing the option to the participant at a lower exercise price or reduce the option price of an outstanding option, or (2) cancel any outstanding stock option with an exercise price greater than the then current fair market value of the common stock for the purpose of cashing out a stock option unless such cash-out occurs in conjunction with a change in control.

Stock Appreciation Rights (SARs). The Plan authorizes the committee to grant SARs, each of which would the participant to payment equal to the excess of the fair market value of a share of common stock on the exercise date of the SAR over the fair market value on the date of the grant. Payment of the SAR shall be in cash or common stock as set forth in the award. Each SAR grant will be subject to the terms and conditions the committee may impose, but no SAR may be exercised later than the tenth anniversary date of its grant. If an SAR may not be exercised due to a black-out period within the three business days prior to the normal expiration date of the SAR, then the expiration date of such SAR shall be extended for a period of 30 days following the end of the black-out period or such longer period as permitted by the committee. In no event shall the committee, (a) without shareholder approval, cancel any outstanding SAR for the purpose of reissuing the SAR to the participant at a lower exercise price or reduce the option price of an outstanding SAR, or (b) cancel any outstanding SAR with an exercise price greater than the then current fair market value of the common stock for the purpose of cashing out an SAR unless such cash-out occurs in conjunction with a change in control. The committee also may, in its sole discretion, substitute SARs which can be settled only in stock for outstanding stock options.

Restricted Stock, Restricted Stock Units, and Stock Equivalent Units. The Plan authorizes the committee to grant awards in the form of restricted stock, restricted stock units, or stock equivalent units. The committee may award or sell shares of restricted stock to participants subject to such terms, conditions, restrictions, and/or limitations, if any, as the committee deems appropriate, subject to the limitations on the number of shares of restricted stock that may be granted under the Plan.

Restricted stock units and stock equivalent units provide participants the right to receive shares of common stock at a future date subject to such terms and conditions as the committee determines appropriate, including, without limitation, restrictions on the sale or other disposition of the units, forfeiture of the units upon termination of the participant’s employment or service as a director within specified periods, and the attainment of performance goals.

Performance Shares. The Plan authorizes the committee to grant performance shares to participants subject to such terms and conditions as the committee deems appropriate. Performance shares may be earned in whole or in part if certain goals established by the committee are achieved over a period of time designated by the committee.

Performance Cash Awards. The committee may designate the participants to whom cash incentives based on performance (“performance cash awards”) are to be awarded and determine the amount of the award and the terms and conditions of each such award. Each performance cash award shall entitle the participant to a payment in cash upon the attainment of one or more performance goals and other terms and conditions specified by the committee. Performance cash awards may include, without limitation, special long-term incentive plans or other incentive programs based upon performance contained in employment agreements between a participant and the Company.

Notwithstanding the satisfaction of any performance goals, the amount to be paid under a performance cash award may be adjusted by the committee on the basis of such further consideration as the committee, in its sole discretion, shall determine. However, the committee may not, in any event, increase the amount earned under a performance cash award upon satisfaction of any performance goal by any participant who is either the Chief Executive Officer or one of the named executive officers (“Covered Employee”) and the maximum amount earned under such an award by a Covered Employee in any fiscal year may not exceed $7,500,000. The committee may, in its discretion, substitute actual shares of common stock for the cash payment otherwise required to be made to a participant pursuant to a performance cash award.

Performance Goals.Awards of restricted stock, restricted stock units, stock equivalent units, performance shares, and performance cash awards may be made subject to the attainment of performance goals determined by reference to or based upon one or more business criteria within the meaning of Section 162(m) of the Code, including the following goals: cash flow; cost;

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ratio of debt to debt plus equity; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings per share; operating earnings; economic value added; ratio of operating earnings to capital spending; free cash flow; net profit; net sales; sales growth; price of the Company’s common stock; return on net assets, equity or stockholders’ equity; return on invested capital; market share; or total return to stockholders (“performance criteria”). Any performance criteria may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including without limitation by the passage of time and/or against another company or companies), (iii) on a per-share basis, (iv) against the performance of the Company as a whole or a segment of the Company, (v) on a pre-tax or after-tax basis, and/or (vi) on a GAAP or non-GAAP basis. Measurement of the attainment of performance criteria may include or exclude, as specified by the committee in an award agreement, impact of charges for restructuring, discontinued operations, extraordinary items and other unusual or non-recurring items, and the cumulative effects of tax or accounting changes, each as identified in the financial statements, in the Company’s accounting records, in the notes to the financial statements, in the Management’s Discussion and Analysis of the annual report on Form 10-K, or in other Securities and Exchange Commission filings. However, unless the committee determines otherwise prior to the end of the applicable time for establishing metrics for an award, to the extent any item referenced in the preceding sentence affects any metric applicable to an award, such item shall be automatically excluded or included in determining the extent to which the metrics have been achieved depending on which produces the higher award (subject to any exercise of “negative discretion” by the committee).

Tax Deduction Limit (Section 162(m) of the Internal Revenue Code). Section 162(m) of the Internal Revenue Code limits the deductibility of certain items of compensation paid to the Chief Executive Officer and to each of the named executive officers to $1,000,000 annually. The limitation on deductions does not apply to certain types of compensation, including qualified performance-based compensation. The Company believes that benefits in the form of stock options, SARs, performance shares, and performance cash awards under the Plan constitute qualified performance-based compensation and, as such, will be exempt from the $1,000,000 limitation on deductible compensation. It is intended that the disclosures set forth above with respect to (i) the business criteria (set forth under “Performance Goals” on which performance cash awards are payable under the Plan), (ii) individuals eligible to receive compensation under the Plan, and (iii) the maximum amounts of compensation payable under the Plan will satisfy the requirements of Section 162(m) of the Internal Revenue Code, assuming shareholder approval of the Plan is obtained. Other awards under the Plan, such as non-performance-based restricted stock, restricted stock units, and stock equivalent units, generally will not satisfy the requirements of Section 162(m) of the Internal Revenue Code; thus, compensation paid to certain named executive officers in connection with such awards would be subject to the $1,000,000 limitation on deductible compensation. The committee generally attempts to maximize the tax deductibility of compensation paid to the Chief Executive Officer and the other executive officers under Section 162(m) of the Internal Revenue Code, but reserves the right to provide for compensation to such individuals that may not be deductible.

Other Terms of Awards. No awards granted under the Plan shall be transferable, other than by will or the laws of descent and distribution. Further, all options and SARs granted to a participant under the Plan shall be exercisable during the participant’s lifetime only by such participant. The committee, at the time of granting an award, shall determine what effect the death, disability, retirement, or other termination of employment will have on the ability of the participant to exercise or retain the benefits of such award. Notwithstanding the foregoing, the committee, in its discretion, may permit the transferability of any award under the Plan to members of the participant’s immediate family or trusts or family partnerships for the benefit of such persons, subject to terms and conditions imposed by the committee. The exercise price of any award granted under the Plan may not be “repriced” or reduced after the date it is granted, and no award may be canceled for the purpose of granting a new award at a lower exercise price, without shareholder approval. In addition, any cash or equity-based incentive compensation paid to a participant under the Plan shall be subject to policies established and amended from time to time by the committee regarding the recovery of erroneously awarded compensation.

No Shareholder Rights. No participant who receives an option shall have the right of a shareholder of the Company until such participant actually acquires shares of common stock upon the exercise of an option.

Change of Control. Immediately upon a change of control of the Company (as defined in the Plan), all outstanding stock option and stock appreciation rights will become exercisable; all restrictions on restricted stock, restricted stock units, and stock equivalent units will lapse; and all performance awards will be delivered as if the performance goals had been met.

Duration of Plan, Amendment, and Termination. The Plan will continue until all shares subject to the Plan have been purchased or acquired. No award may be granted on or after November 12, 2024. The Board may amend the Plan from time to time or terminate the Plan; however, no amendment may be made without shareholder approval, if such approval is required by law, regulation, or stock exchange rule.

Federal Income Tax Treatment. Under current U.S. federal tax law, the following are the income tax consequences generally arising with respect to awards under the Plan.

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A participant who is granted an incentive stock option will not realize any taxable income at the time of the grant or at the time of exercise. Similarly, the Company will not be entitled to any deduction at the time of grant or at the time of exercise. However, the appreciation in value of the stock subject to an incentive stock option will be included in alternative minimum taxable income in the year of exercise. If the participant makes no disposition of shares acquired pursuant to an incentive stock option within two years from the date of grant and one year from the date of exercise, any gain realized on a subsequent disposition of the shares will be treated as long-term capital gain. Under such circumstances, the Company will not be entitled to any deduction for federal income tax purposes. If the participant does not hold the shares for the required periods, the participant will recognize ordinary income for the year in which the disposition occurs in the amount (if any) by which the lesser of the fair market value of such shares on the date of the exercise of the option or the amount realized from the sale exceeds the option price and the Company will be entitled to a corresponding deduction.

A participant who is granted a nonqualified stock option will not have taxable income at the time of grant, but will have taxable income at the time of exercise equal to the difference between the option price and the market value of the shares on the date of exercise. The Company is entitled to a corresponding deduction.

The grant of a SAR will produce no tax consequences for the participant or the Company. The exercise of a SAR will result in taxable income to the participant, equal to the amount of cash paid to the participant or the fair market value of the shares delivered, as the case may be, and a corresponding deduction to the Company.

A participant who has been granted an award of restricted shares of common stock or restricted stock units will not realize taxable income at the time of the grant, and the Company will not be entitled to a tax deduction at that time, unless the participant makes an election to be taxed at the time of the grant. When the restrictions lapse, the participant will recognize taxable income in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. The Company will be entitled to a corresponding tax deduction.

A participant who has been granted an award of stock equivalent units will not realize taxable income at the time of the grant, and the Company will not be entitled to a tax deduction at that time. When the stock equivalent units are converted to common stock, the participant will recognize taxable income in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for the units. The Company will be entitled to a corresponding tax deduction.

A participant who has been granted an award of performance shares of common stock will not realize taxable income at the time of the grant, and the Company will not be entitled to a tax deduction at that time. The participant will recognize taxable income in an amount equal to the fair market value of any shares received by the participant upon achievement of the performance goals. The Company will be entitled to a corresponding tax deduction.

Other Information. As the administration of the Plan involves discretionary choices by the committee, awards to be granted under the Plan in fiscal 2015 are not now determinable. Awards granted under the Company’s predecessor plan in fiscal 2014 are disclosed under the heading “Named Executive Officer Compensation” beginning on page 21 in this Proxy Statement.

Approval of the Plan requires approval by a majority of the votes entitled to be cast that are represented by shares present in person or by proxy, a quorum being present, voting on this proposal at the annual meeting of shareholders.

The Board of Directors recommends a vote FOR approval of the Meredith Corporation 2014 Stock Incentive Plan. Unless specified otherwise, the accompanying proxy will be voted FOR the Plan.

PROPOSAL FOUR –- RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed KPMG as the Company’s independent registered public accounting firm for the fiscal year ending June 30, ~~2012.~~2015. Services provided to the Company and its subsidiaries by KPMG in fiscal year ~~2011~~2014 are described under“Service Fees Paid to Independent Registered Public Accounting Firm.”

We are asking our shareholders to ratify the selection of KPMG as our independent registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification as a matter of good corporate governance.

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Vote Required

The affirmative vote of the holders of a majority of the voting power present in person or by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of KPMG. Abstentions will have the same effect as a vote ~~“Against”~~AGAINST the proposal.

The Board of Directors recommends a vote ~~“For”~~FOR ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal ~~2012.~~2015.

In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee may, in its discretion, ~~may~~ select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

~~Equity Compensation Plans~~EQUITY COMPENSATION PLANS

The following table sets forth information with respect to the Company’s common stock that may be issued under all equity compensation plans of the Company in existence as of June 30, ~~2011.~~2014. All of the equity compensation plans for which information is included in the following table have been approved by shareholders.

Plan Category

(a)
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

(b)
Weighted average exercise
price of outstanding options,
warrants and rights

(c)
Number of securities
remaining available for future
issuance under equity
compensation plans (excluding
securities reflected in
column (a))

(a)
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

(b)
Weighted average exercise
price of outstanding options,
warrants and rights

(c)
Number of securities
remaining available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))

Equity compensation plans approved by shareholders

5,758,842

$39.22

4,650,395

3,877,800

$40.26

5,300,439

Equity compensation plans not approved by shareholders

None

N/A

None

N/A

None

Total

5,758,842

$39.22

4,650,395

3,877,800

$40.26

5,300,439

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act requires that certain of the Company’s officers and directors and persons who own more than 5% of the Company’s outstanding stock file reports of ownership and changes in ownership with the SEC and NYSE. To the Company’s knowledge, based solely upon a review of copies of forms submitted to the Company during and with respect to the most recent fiscal year and on written representations from the Company’s directors and officers, all Section 16(a) filing requirements were complied with during the fiscal year ended June 30, ~~2011.~~2014, except for reporting one transaction under Director Philip A. Marineau’s 10b5-1 plan, which was inadvertently omitted, but later reflected on an amendment to his filed Form 4 dated May 2, 2014.

RELATED PERSON TRANSACTION POLICY AND PROCEDURES

The Company has established written policies and procedures (“Related Person Transaction Policy” or the “Policy”) to assist it in reviewing transactions in excess of $120,000 (“Transactions”) involving Meredith and its subsidiaries and Related Persons (as defined below). This Policy supplements the Company’s other conflict of interest policies set forth in the Company’s Code of Business Conduct and Ethics and its other internal procedures. A summary description of the Related Person Transaction Policy is set forth below.

The objective of the Board in adopting this Policy is to assure that transactions between the Company and its subsidiaries and these persons are conducted in a manner that is fair to the Company and its shareholders and result in terms that are no more or less favorable to the Company than transactions between it and unaffiliated persons negotiating on an arm’s-length basis.

For purposes of the Policy, a Related Person includes the Company’s directors, director nominees and executive officers since the beginning of the Company’s last fiscal year, beneficial owners of 5% or more of any class of the Company’s voting securities (“5% Holder”) and members of their respective Immediate Family (as defined in the Policy).

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The Policy provides that any proposed Transaction is to be promptly reported to the Company’s General Counsel and Chief Financial Officer. The Chief Financial Officer will assist in gathering information about the Transaction and present the information to the Audit Committee which is responsible for reviewing the Transaction. The Audit Committee will determine if the Transaction is a Related Person Transaction and approve, ratify or reject the Related Person Transaction. In approving, ratifying or rejecting a Related Person Transaction, the ~~committee~~Committee will consider such information as it deems important to conclude if the Transaction is fair to the Company.

The Company has a contract with Katherine C. Meredith (“Mrs. Meredith”) regarding the maintenance, storage and operation of a KingAir airplane. That contract also sets the terms for the Company’s rental of the KingAir for business purposes. Inhad no Related Person Transactions in fiscal 2011, the Company paid Mrs. Meredith $232,680 for its use of the KingAir and Mrs. Meredith paid $61,522 for the maintenance, storage and operation of the KingAir. Mrs. Meredith is the beneficial owner of 5% or more of the Company’s securities and the mother of D. Mell Meredith Frazier, Director and Vice Chairman.2014.

ANNUAL REPORT AND ADDITIONAL MATERIALS

Our ~~2011~~2014 Annual Report to Shareholders is being distributed with this Proxy Statement. Copies of our Annual Report on Form 10-K for the ~~fiscal~~ year ended June 30, ~~2011~~2014, may be obtained without charge upon written or oral request to Secretary, Meredith Corporation, ~~Attention: John S. Zieser, Secretary,~~ 1716 Locust Street, Des Moines, Iowa 50309-3023, (515) 284-2786. Our Annual Report on Form 10-K is also available free of charge onwww.meredith.com, along with our ~~quarterly reports~~Quarterly Reports on Form 10-Q, ~~current reports~~Current Reports on Form 8-K and any amendments to ~~all~~ these reports as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for Proxy Statements and Annual Reports with respect to two or more shareholders sharing the same address by delivering a single Proxy Statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means ~~extra~~ convenience for shareholders and cost savings for companies.

This year a number of brokers with account holders who are the Company’s shareholders may be householding the Company’s proxy materials. A single Proxy Statement may be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once a shareholder has received notice from a shareholder’s broker that it will be householding communications to a shareholder’s address, householding will continue until a shareholder is notified otherwise or until a shareholder revokes his or her consent. If at any time a shareholder no longer wishes to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, the shareholder should notify his or her broker directly or direct his or her written request to Secretary, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023. Shareholders who currently receive multiple copies of the Proxy Statement at their address and would like to request householding of their communications should contact their broker.

How to Receive Future Proxy Statements and Annual Reports Online

To ensure ~~you receive~~receipt of future Meredith Proxy Statements and Annual Reports over the Internet instead of receiving paper copies in the mail, registered shareholders may elect electronic delivery of all future proxy materials and other shareholder communications simply by updating their shareholder account information either by ~~phone~~telephone at (877) 847-4696 or via Internet at~~www.idelivercommunications.com/proxy/mdp~~. www.proxypush.com/mdp.

If you hold your shares in broker or nominee name and are not given an opportunity to consent to electronic delivery when you vote your shares online, you may contact the holder of record through which you hold your shares and ask about the availability of Internet delivery.

If you do consent to Internet delivery, a notation will be made in your account. When future Proxy Statements and Annual Reports become available, you will receive an e-mail notice instructing you how to access them over the Internet.

SUBMITTING SHAREHOLDER PROPOSALS

Any shareholder wishing to include a proposal in the Company’s Proxy Statement and form of proxy for the ~~2012~~2015 Annual Meeting of Shareholders must submit the proposal so that it is received by the Company no later than May ~~26, 2012.~~29, 2015. The proposal should be addressed to Secretary, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023.

Pursuant to the Company’s Bylaws, any shareholder wishing to bring a proposal before the ~~2012~~2015 Annual Meeting of Shareholders (but whose proposal will not be included in the Company’s Proxy Statement), must deliver written notice of such proposal in accordance with the requirements of the Bylaws to the Secretary of the Company at the address specified above ~~not~~no earlier than

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the close of business on the ~~120~~^th120th day ~~nor~~or later than the close of business on the 90^th90th day prior to the first anniversary of the preceding year’s Annual Meeting. For ~~2012,~~2015, such proposal must be received ~~not~~no earlier than the close of business on July ~~6, 2012~~15, 2015 and ~~not~~no later than the close of business on August ~~5, 2012~~14, 2015 and otherwise comply with the requirements of the Bylaws. If the date of the ~~2012~~2015 meeting is advanced by

more than 30 days or postponed by more than 60 days from the first anniversary of the ~~2011~~2014 Annual Meeting different deadlines will apply.

Pursuant to the Company’s Bylaws, any shareholder wishing to propose a nominee for the Board of Directors must deliver written notice of such proposed nominee to the Secretary of the Company at the address specified above ~~not~~no earlier than the close of business on the ~~120~~^th120th day ~~nor~~or later than the close of business on the 90^th90th day prior to the first anniversary of the preceding year’s Annual Meeting. For ~~2012,~~2015, written notice of such proposed nominee must be received ~~not~~no earlier than the close of business on July ~~6, 2012~~15, 2015 and ~~not~~no later than the close of business on August ~~5, 2012~~14, 2015 and otherwise comply with the requirements of the Bylaws. If the date of the ~~2012~~2015 Annual Meeting is advanced by more than 30 days or postponed by more than 60 days from the first anniversary of the ~~2011~~2014 Annual Meeting different deadlines will apply.

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EXHIBIT A

MEREDITH CORPORATION
2014 STOCK INCENTIVE PLAN

1.Purpose. The purpose of the Meredith Corporation 2014 Stock Incentive Plan (the “Plan”) is to establish a program of incentives for officers, key employees, and directors of Meredith Corporation (the “Company”) which will (a) stimulate, recognize, and reward the contribution of those persons to achievement of long-range corporate goals, (b) provide flexibility to the Company in its ability to motivate, attract, and retain the services of those persons possessing a high level of managerial ability and experience upon whose judgment, interest, and special effort the successful conduct of its operation largely is dependent, and (c) align the personal interests of those persons with those of the Company’s stockholders.

2.Administration. The Plan will be administered by a committee (the “Committee”) of the Board of Directors of the Company (the “Board”), consisting of two or more directors as the Board may designate from time to time, each of whom shall satisfy such requirements as:

(a) the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 or its successor under the Securities Exchange Act of 1934 (the “Exchange Act”);

(b) the New York Stock Exchange may establish pursuant to its rule-making authority; and

(c) the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m) (“Code section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Committee shall have full power to select individuals to whom awards are granted; to determine the size and types of awards and their terms and conditions; to construe and interpret the Plan; to establish and amend the rules for the Plan administration; and to make all other determinations which may be necessary or advisable for the administration of the Plan. All determinations of the Committee shall be final and conclusive on all persons, including the Company, its stockholders and participants, and their estates and beneficiaries. The Committee may authorize one or more officers of the Company to select employees to participate in the Plan and to determine the number of option shares and other rights to be granted to such participants, except with respect to awards to officers subject to Section 16 of the Exchange Act or officers who are or who are reasonably expected to be “covered employees” within the meaning of Code section 162(m) (“Covered Employees”) and any reference in the Plan to the Committee shall include such officer or officers.

3.Reserved Shares. Subject to adjustment as provided in Section 13 herein, the number of shares of Common Stock of the Company reserved for issuance under the Plan shall be three million (3,000,000) shares plus the aggregate number of shares available for issuance (and not subject to outstanding awards) under the Company’s 2004 Stock Incentive Plan as of the date on which the Plan is approved by the Company’s stockholders. All of these shares may be either authorized but unissued or reacquired shares.

If any award granted under this Plan terminates, expires, or lapses prior to exercise for any reason, or if shares are issued under the Plan and reacquired by the Company, any shares subject to such award or any reacquired shares shall be available for the grant of a new award under the Plan. Shares covered by a benefit granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a participant. Any shares covered by a stock appreciation right shall be counted as used only to the extent shares are actually issued to the participant upon exercise of the right. In addition, any shares of Common Stock exchanged by an optionee as full or partial payment to the Company of the exercise price under any stock option exercised under the Plan, any shares retained by the Company pursuant to a participant’s tax withholding election, and any shares covered by a benefit which is settled in cash shall be added to the shares available for benefits under the Plan.

Additionally, in the event that a corporation acquired by (or combined with) the Company has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for awards under the Plan and shall not reduce the shares of Common Stock authorized for grant under the Plan; provided that awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company prior to such acquisition or combination.

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All of the Plan shares may, but need not, be issued pursuant to the exercise of incentive stock options. The maximum number of option or stock appreciation shares that may be awarded to any participant (including without limitation any non-employee director) during any annual period during the term of the Plan is seven hundred fifty thousand (750,000) shares in the aggregate. The maximum number of shares that may be awarded to any participant (including without limitation any non-employee director) during any annual period during the term of the Plan as restricted stock, restricted stock units, or performance shares is three hundred thousand (300,000) shares in the aggregate.

4.Eligibility. All key employees of the Company and its subsidiaries and all non-employee directors of the Company shall be eligible to participate in this Plan.

5.Types of Awards. Awards under the Plan may be granted in any one or a combination of stock options, stock appreciation rights, restricted stock, restricted stock units, stock equivalent units, performance shares, and performance cash awards.

Certain awards under the Plan may constitute nonqualified deferred compensation under Section 409A of the Code (“Code section 409A”), including the regulations and guidance promulgated thereunder, and it is intended that such awards meet the requirements of paragraphs (a)(2), (3), and (4) of Code section 409A, and the terms and provisions of the Plan and award documents should be interpreted and applied in a manner consistent with such requirements.

6.Stock Options. Stock options may be granted to participants at any time as determined by the Committee. The Committee shall determine the number of shares subject to each option and whether the option is an incentive stock option within the meaning of Section 422 of the Code. The option price for each option shall be determined by the Committee but shall not be less than 100% of the fair market value of the Common Stock on the date the option is granted. Each option shall expire at such time as the Committee shall determine at the time of grant; provided, however, that no option shall be exercisable later than the tenth (10th) anniversary date of its grant. Options granted under the Plan shall be exercisable at such time and subject to such terms and conditions as the Committee shall determine at the time of grant; provided, however, that if an option other than an incentive stock option may not be exercised due to a Black-Out Period (defined as any period of time when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as designated by the Company) within the three business days prior to the normal expiration date of such option, then the expiration date of such option shall be extended for a period of 30 days following the end of the Black-Out Period or such longer period as permitted by the Committee). The option price upon exercise of any option shall be payable to the Company in full either (i) in cash or its equivalent; (ii) by tendering previously acquired shares having a fair market value at the time of exercise equal to the option price; (iii) by a certification of ownership of such previously-acquired shares; (iv) to the extent permitted by law, by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and applicable withholding taxes due to the Company; (v) having the Company retain from the option shares a number of shares of Common Stock having a value (determined pursuant to rules established by the Committee in its discretion) equal to the option price; or (vi) such other methods of payment as the Committee, at its discretion, deems appropriate.

In no event shall the Committee, (1) without shareholder approval, cancel any outstanding stock option for the purpose of reissuing the option to the participant at a lower exercise price, or reduce the option price of an outstanding option; or (2) cancel any outstanding stock option with an exercise price greater than the then current fair market value of the Common Stock for the purpose of cashing out a stock option unless such cash-out occurs in conjunction with a change in control. Reload stock options are not permitted.

7.Stock Appreciation Rights. Stock appreciation rights (“SARs”) may be granted to participants at any time as determined by the Committee. The Committee also may, in its sole discretion, substitute SARs that can be settled only in stock for outstanding stock options. The grant price of a substitute SAR shall be equal to the option price of the related option; otherwise, the grant price of an SAR shall be equal to the fair market value of the Company’s Common Stock on the date of its grant. SARs may be exercised upon such terms and conditions and for the term as the Committee, in its sole discretion, determines; provided, however, that (a) the term shall not exceed the option term in the case of a substitute SAR or ten years in the case of any other SARs, and the terms and conditions applicable to a substitute SAR shall be substantially the same as those applicable to the stock option which it replaces; and (b) if an SAR may not be exercised due to a Black-Out Period (defined as above) within the three business days prior to the normal expiration date of such SAR, then the expiration date of such SAR shall be extended for a period of 30 days following the end of the Black-Out Period or such longer period as permitted by the Committee). Upon exercise of SARs, the participant shall be entitled to receive payment from the Company in an amount determined by multiplying the excess of the fair market value of a share of Common Stock on the date of exercise over the grant price of the SARs by the number of shares with respect to which the SARs are exercised. The payment may be made in cash or stock, as determined by the Committee at the time of grant, except in the case of a substitute SAR that may be made only in stock.

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In no event shall the Committee, (1) without shareholder approval, cancel any outstanding SAR for the purpose of reissuing the SAR to the participant at a lower exercise price, or reduce the option price of an outstanding SAR, or (2) cancel any outstanding SAR with an exercise price greater than the then current fair market value of the Common Stock for the purpose of cashing out an SAR unless such cash-out occurs in conjunction with a change in control.

8.Restricted Stock, Restricted Stock Units, and Stock Equivalent Units. The Committee may award or sell shares of restricted stock to participants subject to such terms and conditions as the Committee determines appropriate, including, without limitation, restrictions on the sale or other disposition of shares, rights of the Company to reacquire such shares upon termination of the participant’s employment within specified periods, and the attainment of performance goals. Each participant who has been awarded or purchases shares of restricted stock shall have such rights of a stockholder with respect to such shares as the Committee may designate at the time of the award, including the right to vote such shares and the right to receive dividends paid on such shares. Any dividends or distributions paid in shares of Common Stock with respect to restricted stock shall be subject to the same restrictions, terms, and conditions as the shares of restricted stock with respect to which they are paid.

Restricted stock units and stock equivalent units provide the participant the right to receive shares of Common Stock at a future date subject to such terms and conditions as the Committee determines appropriate, including, without limitation, restrictions on the sale or other disposition of the units, forfeiture of the units upon termination of the participant’s employment or service as a director within specified periods, and the attainment of performance goals. Each participant who has been awarded restricted stock units or stock equivalent units shall have no rights of a stockholder with respect to the shares subject to the units until shares are actually issued to the participant. The Committee may, in its discretion, include the right to receive dividend equivalents in connection with such restricted stock units or stock equivalent units.

The holder may, with the consent of the Committee, timely elect under the provisions of Code section 409A to convert any outstanding shares of restricted stock into common stock equivalents effective on the originally scheduled vesting date of such restricted stock.

9.Performance Shares. The Committee may award performance shares to participants subject to such terms and conditions as the Committee determines appropriate. Performance shares may be earned in whole or in part if one or more performance goals are achieved over a period of time designated by the Committee.

Notwithstanding satisfaction of any performance goals, the number of shares issued under a performance share award may be adjusted by the Committee on the basis of such further consideration as the Committee, in its sole discretion, shall determine. However, the Committee may not, in any event, increase the number of shares earned upon satisfaction of any performance goal by any participant who is a Covered Employee. The Committee may, in its discretion, make a cash payment equal to the fair market value of shares of Common Stock otherwise required to be issued to a participant pursuant to a performance share award.

10.Performance Cash Awards. The Committee may designate the participants to whom cash incentives based on performance (“performance cash awards”) are to be awarded and determine the amount of the award and the terms and conditions of each such award. Each performance cash award shall entitle the participant to a payment in cash upon the attainment of one or more performance goals and other terms and conditions specified by the Committee. Performance cash awards may include, without limitation, special long-term incentive plans or other incentive programs based upon performance contained in employment agreements between a participant and the Company, including employment agreements entered into prior to the date set forth in Section 21 hereof. In order that performance cash awards be excluded from the application of the provisions of Code section 409A, a performance cash award shall be paid not later than 2-½ months after the end of the calendar year or fiscal year in which the performance period ends; provided, however, in the event that it is administratively or economically impracticable for the Company to make such payment within such 2-½ month period or if making such payment within such 2-½ month period would jeopardize the solvency of the Company, such payment shall be made as soon thereafter as reasonably practicable.

Notwithstanding the satisfaction of any performance goals, the amount to be paid under a performance cash award may be adjusted by the Committee on the basis of such further consideration as the Committee, in its sole discretion, shall determine. However, the Committee may not, in any event, increase the amount earned under a performance cash award upon satisfaction of any performance goal by any participant who is a Covered Employee, and the maximum amount earned by a Covered Employee in any fiscal year may not exceed $7,500,000. The Committee may, in its discretion, substitute actual shares of Common Stock for the cash payment otherwise required to be made to a participant pursuant to a performance cash award.

11.Performance Goals. Awards of restricted stock, restricted stock units, stock equivalent units, performance shares, and performance cash awards may be made subject to the attainment of performance goals determined by reference to or based upon one or more business criteria within the meaning of Section 162(m) of the Code, including the following goals: cash flow; cost; ratio of debt to debt plus equity; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings per share; operating earnings; economic value added; ratio of operating earnings to capital spending; free cash flow; net profit; net sales; sales growth; price of the Company’s Common Stock; return on net assets,

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equity, or stockholders’ equity; return on invested capital; market share; or total return to stockholders (“performance criteria”). Any performance criteria may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including without limitation by the passage of time and/or against another company or companies), (iii) on a per-share basis, (iv) against the performance of the Company as a whole or a segment of the Company, (v) on a pre-tax or after-tax basis, and/or (vi) on a GAAP or non-GAAP basis. Measurement of the attainment of performance criteria may include or exclude, as specified by the Committee in an award agreement, impact of charges for restructurings, discontinued operations, extraordinary items and other unusual or non-recurring items, and the cumulative effects of tax or accounting changes, each as identified in the financial statements, in the Company’s accounting records, in the notes to the financial statements, in the Management’s Discussion and Analysis of the annual report on Form 10-K, or in other Securities and Exchange Commission filings. However, unless the Committee determines otherwise prior to the end of the applicable time for establishing metrics for an award, to the extent any item referenced in the preceding sentence affects any metric applicable to the Award, such item shall be automatically excluded or included in determining the extent to which the metrics have been achieved depending on which produces the higher Award (subject to any exercise of “negative discretion” by the Committee).

12.Change in Control. Immediately upon a change in control of the Company, all outstanding stock options and stock appreciation rights shall become exercisable, all restrictions on restricted stock, restricted stock units and stock equivalent units shall lapse, and all performance awards shall be paid or delivered as if the performance goals had been fully achieved.

(a) A change in control of the Company shall be deemed to have occurred on the first to occur of any of the dates set forth in paragraphs (i), (ii), or (iii) of this Section 12(a):


	~~Shareowner Services~~^SM
	~~P.O. Box 64945~~
	~~St. Paul, MN 55164-0945~~


	~~COMPANY #~~


~~Vote by Internet, Telephone or Mail~~	(i)	on the date of the consummation of:
~~24 Hours a Day, 7 Days a Week~~

	(A) any consolidation, merger, or similar corporate transaction involving the Company or any of its subsidiaries or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Common Stock and Class B Stock immediately prior to such Business Combination beneficially own, directly or indirectly, at least a majority of the then-outstanding ownership in and voting power of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership prior to such Business Combination of the Common Stock and Class B Stock, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board of Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

	(B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or

	(C) any plan or proposal for the liquidation or dissolution of the Company; or

(ii) on the date any person (as such term is used in Section 13(d) of the Exchange Act), other than the Company’s Savings and Investment Plan or similar successor plan, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of the outstanding voting power of the Company except as a result of actions beyond the control of such person, including, without limitation, as a result of a shift in voting power of the Company as a result of the conversion by other persons of their Class B Stock into Common Stock; or

(iii) on the date, during any period of twenty-four (24) consecutive months on which individuals who at the beginning of such period constitute the entire Board of Directors of the Company shall cease for any reason to constitute a majority thereof unless the election of each new director comprising the majority was approved by a vote of at least a 2/3 majority of the Directors still in office who were Directors at the beginning of the period;

provided that, for purposes of awards hereunder which are subject to the provisions of Code section 409A, no change in control shall be deemed to have occurred unless such change in control would constitute a “change in control” under Code section 409A

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and related regulations (regarding a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation) and related guidance thereunder.

(b) Notwithstanding anything contained herein, no change in control shall be deemed to have occurred for the purpose of this Plan by virtue of any combination or agreement among shareholders of the Company who are descendants of E.T. Meredith, the founder of the Company, or trusts for the benefit of such persons.

13.Adjustment Provisions. Except as provided below with respect to mergers, consolidations, or combination of the Company with or into another corporation, in the event of any stock dividend, stock split, recapitalization, share combination, spin-off, sale of all or substantially all of the assets, extraordinary dividend, reorganization, or other change in corporate structure of the Company affecting the Common Stock, such equitable adjustment shall be made in the number and class of shares which may be delivered under the Plan (including the limits on stock options, stock appreciation rights, restricted stock, restricted stock units, and performance shares), and in the number and class of and/or price of shares subject to outstanding stock options, stock appreciation rights, or other awards so that the aggregate consideration payable to the Company and the value of each option, stock appreciation right, or other awards shall not be changed. Adjustments may include the substitution of other property, including other securities, for the stock covered by outstanding awards and the assumption or replacement with new awards of awards held by participants terminating employment as a result of a spin-off or divestiture, provided that any such adjustment does not cause an award that would otherwise be excluded from the coverage of Code section 409A to be covered by Code section 409A, or does not cause a payment under the Plan to be subject to the income inclusion provisions of Code section 409A.

In the case of any merger, consolidation, or combination of the Company with or into another corporation which results in the outstanding Common Stock of the Company being converted into or exchanged for different securities, cash, or other property, or any combination thereof, there shall be substituted, on an equitable basis as determined by the Committee, in its discretion and consistent with Treas. Reg. section 1.409A-1(b)(v)(E)(4), for each share of Common Stock then subject to an award granted under the Plan, the number and kind of shares of stock, other securities, cash, or other property to which holders of Common Stock of the Company will be entitled pursuant to the transaction.

14.Nontransferability. No awards granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all options and stock appreciation rights granted to a participant under the Plan shall be exercisable during his or her lifetime only by such participant. Notwithstanding the foregoing, the Committee may, at its discretion, permit a participant to transfer a grant or award to members of his/her immediate family or trusts or family partnerships for the benefit of such persons, subject to such terms and conditions as may be established by the Committee.

15.Determination of Fair Market Value. The fair market value of the Company’s Common Stock at any time shall be shall be the closing price on the grant date unless the Committee determines otherwise at the time of the Award in a manner consistent with Code section 409A, to the extent applicable, and any other applicable law or regulation.

16.Taxes. The Company shall be entitled to withhold the amount of any applicable tax (limited to the minimum statutory amount) attributable to any amounts payable or shares deliverable under the Plan after giving the person entitled to receive such payment or delivery notice as far in advance as practicable, and the Company may defer making payment or delivery as to any benefit if any such tax is payable until indemnified to its satisfaction.

The Committee may, in its discretion, and subject to such rules as it may adopt, permit a participant to pay all or a portion of any withholding taxes arising in connection with any award granted under this Plan by electing to have the Company withhold shares of Common Stock having a fair market value equal to the amount to be withheld.

17.Indemnification. Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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18.Other Provisions.

(a) Award Terms Established by the Committee. The award of any benefit under the Plan may also be subject to other provisions (whether or not applicable to the benefit awarded to any other participant) as the Committee determines appropriate, including provisions intended to comply with federal or state securities laws and stock exchange requirements, understandings or conditions as to the participant’s employment, requirements or inducements for continued ownership of Common Stock after exercise or vesting of benefits, forfeiture of awards in the event of termination of employment shortly after exercise or vesting, or breach of noncompetition or confidentiality agreements following termination of employment, or provisions permitting the deferral of the receipt of a benefit for such period and upon such terms as the Committee shall determine. In addition, any cash or equity-based incentive compensation paid to a participant under the Plan shall be subject to policies established and amended from time to time by the Committee regarding the recovery of erroneously awarded compensation.

(b) Awards to Offshore Participants.In the event any benefit under this Plan is granted to a participant who is employed or providing services outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may, in its sole discretion, modify the provisions of the Plan as they pertain to such individuals to comply with applicable law, regulation, or accounting rules and to meet the objectives and purpose of the Plan, and the Committee may, in its discretion, establish one or more sub-plans to reflect such amended or varied provisions.

(c) Deferral of Award Payments. The Committee, in its sole discretion, may permit or require a participant to have amounts or shares of Common Stock that otherwise would be paid or delivered to the participant as a result of the exercise or settlement of an award under the Plan credited to a deferred compensation or stock unit account established for the participant by the Committee on the Company’s books of account; provided, however, that any deferrals made at the election of the participant comply with the requirements of Code section 409A concerning initial or subsequent deferrals, as applicable, and are made in writing and in accordance with such other procedures as the Committee may establish.

(d) Six-Month Delayed Payment to “Specified Employees.” If any amount shall be payable with respect to any award hereunder as a result of a participant’s “separation from service” (as such term is defined under Code section 409A) at such time as the participant is a “specified employee” (as such term is defined under Code section 409A) and such amounts are subject to the provisions of Code section 409A, then no payment shall be made, except as permitted under Code section 409A, prior to the first day of the seventh (7^th) calendar month beginning after the participant’s separation from service (or the date of his or her earlier death), or as soon as administratively practicable thereafter.

19.Duration, Amendment, and Termination. No stock option or other benefit shall be granted after November 12, 2024; provided, however, that the terms and conditions applicable to any option or benefit granted on or before such date may thereafter be amended or modified by mutual agreement between the Company and the participant or such other persons as may then have an interest therein.

The Board may amend the Plan from time to time or terminate the Plan. However, no such action shall reduce the amount of any existing benefit or change the terms and conditions thereof without the participant’s consent. No amendment of the Plan shall be made without stockholder approval, if such approval is required by law, regulation, or stock exchange rule. No Plan termination that impacts any deferred compensation subject to Code section 409A shall be made without compliance with the provisions of Code section 409A regarding terminations and liquidations.

20.Successor. All obligations of the Company under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

21.Effective Date; Stockholder Approval. The Plan was adopted by the Board of Directors on August 13, 2014, subject to stockholder approval.

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Shareowner Services
P.O. Box 64945
St. Paul, MN 55164-0945

	Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week

	Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

	:	~~INTERNET~~INTERNET/MOBILE – ~~– www.eproxy.com/~~www.proxypush.com/mdp
		Use the Internet to vote your proxy until ~~12:00~~11:59 p.m. (CT) on November ~~8, 2011.~~ 11, 2014.
	(	PHONE – 1-866-883-3382
		~~PHONE – 1-800-560-1965~~ Use a touch-tone telephone to vote your proxy until ~~12:00~~11:59 p.m. (CT) on November ~~8, 2011.~~ 11, 2014.

	*	MAIL– Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

		If you vote your proxy by Internet or by ~~telephone,~~Telephone, you do NOT need to mail back your ~~proxy card.~~Proxy Card.

~~TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,~~
~~SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.~~

Please detach here

The Board of Directors ~~Recommends~~recommends a ~~Vote~~vote FOR each ~~of the nominees~~nominee for director
and FOR Proposals 2, 3 and ~~4 and for “1 Year” on Proposal 3.~~4.

1.	To elect three Class I directors for	01	Philip C. Marineau	o	Vote FOR	o	Vote WITHHELD
	terms expiring in 2017:	02	Elizabeth E. Tallett		all nominees		from all nominees
		03	Donald A. Baer		(except as marked)
	To elect one Class II director for
	term expiring in 2015:	04	Donald C. Berg


1.	~~To elect two Class I directors for terms expiring in 2014, as provided in the Bylaws of the Company:~~	~~01 Philip A. Marineau~~	o	~~Vote FOR~~	o	~~Vote WITHHELD~~
		~~02 Elizabeth E. Tallett~~		~~all nominees~~		~~from all nominees~~
				~~(except as marked)~~

(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)

2.

2.	To approve, on an advisory basis, the executive compensation program for the Company’s named executive officers as described in ~~the~~this Proxy Statement		o	For	o~~For~~	Against	o~~Against~~ o	Abstain

3.	To approve ~~on an advisory basis,~~ the ~~frequency with which the Company will conduct future advisory votes on executive compensation~~ Meredith Corporation 2014 Stock Incentive Plan	o~~1 Year~~	For	o ~~2 Years~~	Against	o ~~3 Years~~ o	Abstain

4.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, ~~2012~~ 2015	o	For	o	Against	o	Abstain

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.

o~~For~~ o~~Against~~ o~~Abstain~~

~~THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.~~


Address Change? Mark box, sign, and indicate changes below: o			Date

~~Date~~


			Signature(s) in Box
					Please sign exactly as your name(s) appears on ~~proxy.~~Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the ~~proxy.~~Proxy.

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MEREDITH CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

Wednesday, November 12, 2014

10:00 Central Standard Time

1716 Locust Street

Des Moines, IA 50309

~~MEREDITH CORPORATION~~Meredith Corporation

~~ANNUAL MEETING OF SHAREHOLDERS~~

~~Wednesday, November 9, 2011~~

~~10:00 Central Standard Time~~

1716 Locust Street

Des Moines, IA ~~50309~~


~~Meredith Corporation~~ ~~1716 Locust Street~~ ~~Des Moines, IA~~	Common Stock	proxy

This proxy is solicited by the Board of Directors for use at the Annual Meeting on November ~~9, 2011.~~12, 2014.

The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side.

If no choice is specified, the proxy will be voted FOR each of the nominees for director and FOR Proposals 2, 3 and ~~4 and for “1 Year” on Proposal 3.~~4.

By signing the proxy, you revoke all prior proxies and appoint Stephen M. Lacy, D. Mell Meredith Frazier and Frederick B. Henry, or any of them with full power of substitution, to vote your shares on the matters shown on the reverse side and, in their discretion, any other matters which may come before the Annual Meeting or any adjournment or postponement thereof.

Voting Instructions to Trustee of the Meredith Corporation Employee Stock Purchase Plan of 2002 and/or Trustee of the Meredith Savings and Investment Plan

If you are a participant in the Meredith Corporation Employee Stock Purchase Plan of 2002 and/or the Meredith Savings and Investment Plan, you have the right to give instructions to the Plan Trustee(s) as to the voting of certain shares of Meredith Corporation common stock allocated to your account. The voting of those shares will occur at the Annual Meeting of Shareholders or at any adjournment or postponement thereof. Please indicate your voting choices on this card, sign and date it and return it promptly in the enclosed postage-paid envelope. If your instructions are not received at least five (5) days prior to the Annual Meeting, or if you do not respond, shares held in your account for which a proxy is not received may be voted on certain matters in the discretion of the Trustee(s) and in accordance with the Employee Retirement Income Security Act of 1974 (ERISA).

See reverse for voting ~~instructions~~instructions.

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	Shareowner Services^SM
	P.O. Box 64945
	St. Paul, MN 55164-0945

~~COMPANY #~~


	Vote by Internet, Telephone or Mail
	24 Hours a Day, 7 Days a Week

	Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

	:	~~INTERNET~~INTERNET/MOBILE – ~~– www.eproxy.com/~~www.proxypush.com/mdp
		Use the Internet to vote your proxy until ~~12:00~~11:59 p.m. (CT) on November ~~8, 2011.~~ 11, 2014.
	(	PHONE – 1-866-883-3382
		~~PHONE – 1-800-560-1965~~ Use a touch-tone telephone to vote your proxy until ~~12:00~~11:59 p.m. (CT) on November ~~8, 2011.~~ 11, 2014.

	*	MAIL– Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

		If you vote your proxy by Internet or by ~~telephone,~~Telephone, you do NOT need to mail back your ~~proxy card.~~Proxy Card.

~~TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,~~
~~SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.~~

Please detach here

The Board of Directors ~~Recommends~~recommends a ~~Vote~~vote FOR each ~~of the nominees~~nominee for director
and FOR Proposals 2, 3 and ~~4 and for “1 Year” on Proposal 3.~~4.

1.	To elect three Class I directors for	01	Philip C. Marineau	o	Vote FOR	o	Vote WITHHELD
	terms expiring in 2017:	02	Elizabeth E. Tallett		all nominees		from all nominees
		03	Donald A. Baer		(except as marked)
	To elect one Class II director for
	term expiring in 2015:	04	Donald C. Berg


1.	~~To elect two Class I directors for terms expiring in 2014, as provided in the Bylaws of the Company:~~	~~01 Philip A. Marineau~~	o	~~Vote FOR~~	o	~~Vote WITHHELD~~
		~~02 Elizabeth E. Tallett~~		~~all nominees~~		~~from all nominees~~
				~~(except as marked)~~

(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)

2.

2.	To approve, on an advisory basis, the executive compensation program for the Company’s named executive officers as described in ~~the~~this Proxy Statement		o	For	o~~For~~	Against	o~~Against~~ o	Abstain

3.	To approve ~~on an advisory basis,~~ the ~~frequency with which the Company will conduct future advisory votes on executive compensation~~ Meredith Corporation 2014 Stock Incentive Plan	o~~1 Year~~	For	o ~~2 Years~~	Against	o ~~3 Years~~ o	Abstain

4.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, ~~2012~~ 2015	o	For	o	Against	o	Abstain

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.

o~~For~~ o~~Against~~ o~~Abstain~~

~~THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.~~


Address Change? Mark box, sign, and indicate changes below: o			Date

~~Date~~


			Signature(s) in Box
					Please sign exactly as your name(s) appears on ~~proxy.~~Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the ~~proxy.~~Proxy.

Table of Contents

MEREDITH CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

Wednesday, November 12, 2014

10:00 Central Standard Time

1716 Locust Street

Des Moines, IA 50309

~~MEREDITH CORPORATION~~Meredith Corporation

~~ANNUAL MEETING OF SHAREHOLDERS~~

~~Wednesday, November 9, 2011~~

~~10:00 Central Standard Time~~

1716 Locust Street

Des Moines, IA ~~50309~~


~~Meredith Corporation~~ ~~1716 Locust Street~~ ~~Des Moines, IA~~	Class B Common Stock	proxy

This proxy is solicited by the Board of Directors for use at the Annual Meeting on November ~~9, 2011.~~12, 2014.

The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side.

If no choice is specified, the proxy will be voted FOR each of the nominees for director and FOR Proposals 2, 3 and ~~4 and for “1 Year” on Proposal 3.~~4.

Voting Instructions to Trustee of the Meredith Savings and Investment Plan

If you are a participant in the Meredith Savings and Investment Plan, you have the right to give instructions to the Plan Trustee as to the voting of certain shares of Meredith Corporation class B common stock allocated to your account. The voting of those shares will occur at the Annual Meeting of Shareholders or at any adjournment or postponement thereof. Please indicate your voting choices on this card, sign and date it and return it promptly in the enclosed postage-paid envelope. If your instructions are not received at least five (5) days prior to the Annual Meeting, or if you do not respond, shares held in your account for which a proxy is not received may be voted on certain matters in the discretion of the Trustee(s) and in accordance with the Employee Retirement Income Security Act of 1974 (ERISA).

See reverse for voting instructions.

[X]	No fee required

[_]	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)	Title of each class of securities to which transaction applies:


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~~[_]~~[_]	Fee paid previously with preliminary materials.

	[_]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	(1)	Amount Previously Paid:


	(2)	Form, Schedule or Registration Statement No.:


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	(4)	Date Filed:


ABOUT THE ~~2011~~2014 ANNUAL MEETING		1
VOTING PROCEDURES		1
PROPOSAL ONE – ELECTION OF DIRECTORS		4
Involvement in Certain Proceedings		6
CORPORATE GOVERNANCE		7
Board Leadership Structure		7
Board’s Role in Risk Oversight		7
Corporate Governance Guidelines		8
Director Independence		8
MEETINGS AND COMMITTEES OF THE BOARD		9
The Board		9
Director Stock Ownership		9
Committees of the Board		9
Compensation Committee Interlocks and Insider Participation		1110
PROPOSAL TWO – APPROVAL OF ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION ~~(SAY-ON-PAY)~~(“SAY ON PAY”)		11
~~PROPOSAL THREE – ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES~~		1110
COMPENSATION DISCUSSION AND ANALYSIS		1211
Executive Summary		11
Fiscal 2014 Financial Highlights		11
Say on Pay Vote		12
Compensation Philosophy and Objectives		12
The Elements of Our Compensation Program		13
Compensation Consultant		1819
Treatment of Special Items		19
Tax Deductibility of Compensation – Section 162(m) Compliance		1920
Practices Regarding the Grant of Options		1920
Post-Termination Compensation		1920
COMPENSATION COMMITTEE REPORT		2021
NAMED EXECUTIVE OFFICER COMPENSATION		2021
Summary Compensation Table for Fiscal Year ~~2011~~2014		21
Grants of Plan-Based Awards for Fiscal Year ~~2011~~2014		2223
Outstanding Equity Awards at Fiscal Year-End ~~2011~~2014		2324
Option Exercises and Stock Vested in Fiscal ~~2011~~Year 2014		2425
Pension Benefits in Fiscal ~~2011~~2014		2425
Nonqualified Deferred Compensation in Fiscal ~~2011~~Year 2014		2526
Potential Payments upon Termination		2527
Employment and Other Agreements		2527
Change in Control		3132
Payment Obligations upon Termination Due to Change in Control		3233
COMPONENTS OF DIRECTOR COMPENSATION		3335
Director Compensation for Fiscal ~~2011~~2014		3435
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		3436
AUDIT COMMITTEE DISCLOSURE		3638
Audit Committee Pre-Approval Policy		3638
Service Fees Paid to Independent Registered Public Accounting Firm		3638
Report of the Audit Committee		3738
PROPOSAL THREE - APPROVAL OF 2014 STOCK INCENTIVE PLAN		39
PROPOSAL FOUR – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		3843
EQUITY COMPENSATION PLANS		44
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		3944
RELATED PERSON TRANSACTION POLICY AND PROCEDURES		3944
ANNUAL REPORT AND ADDITIONAL MATERIALS		4045
HOUSEHOLDING OF PROXY MATERIALS		4045
How to Receive Future Proxy Statements and Annual Reports Online		4045
SUBMITTING SHAREHOLDER PROPOSALS		4045
EXHIBIT A - 2014 STOCK INCENTIVE PLAN		E-1


		the past five years, she was also a director at the following public companies: ~~Immunicon, Inc.;~~ Varian, Inc.; ~~and~~ Varian Semiconductor Equipment Associates, Inc.; Coventry Health Care, Inc.; IntegraMed America, Inc. and Immunicon, Inc. In addition to her leadership and financial management in pharmaceutical and biotechnology firms, she ~~has~~brings executive-level experience in multinational companies, international operations, economics, strategic planning, marketing, product development and acquisitions and mergers.

~~The Board recommends a vote “For” each of the nominees for Class I Directors.~~~~Unless you specify otherwise, the Board intends the accompanying proxy to be voted for the nominees named above.~~

~~Directors Continuing in Office as Class II Directors – Terms to Expire in 2012~~

~~James R. Craigie~~Donald A. Baer		Worldwide Chairman and CEO, ~~Church & Dwight, Inc.~~Burson-Marsteller

		Mr. ~~Craigie, 57,~~Baer, 60, was nominated to stand for election to the Board of Directors in August 2014. He serves as Chairman and CEO for Burson-Marsteller, a strategic communications firm and as Chairman of Penn, Schoen & Berland, a research firm, both WPP, Inc. companies. Mr. Baer has been a member of Burson-Marsteller’s global senior management team since 2008. Mr. Baer also serves as Vice Chair of the Board of Directors of the U.S. Public Broadcasting Service (PBS). Previously, Mr. Baer was Sr. Executive Vice President for Strategy and Development and an executive committee member of Discovery Communications, and prior to this position, served as White House Senior Advisor to President Bill Clinton. Mr. Baer brings a broad and deep understanding of the media and marketing industries, strategic communications, strategy and development and governmental policy.


Frederick B. Henry		President, ~~The~~the Bohen Foundation

		Mr. Henry, ~~65,~~68, has ~~been a member of~~served on the ~~Meredith Corporation~~Company’s Board of Directors since 1969. He is currently the Chairman of the Compensation Committee and a member of the Nominating/Governance Committee. Mr. Henry has been President of The Bohen Foundation, a private charitable foundation that supports the arts, since 1985. ~~Mr. Henry is a fourth-generation member of the Meredith family and brings a deep appreciation of the values and societal contributions of the Company throughout its history to the Board.~~ During his tenure as a director heMr. Henry has served on every standing committee of the Board and he brings ~~a unique~~an invaluable understanding of each committee’s work to the Board as a whole.

~~Directors Continuing as Class III Directors – Terms to Expire in 2013~~


		Board of Directors of Johnson & Johnson. Dr. Coleman’s service as President of one of the nation’s largest and most prestigious public universities allows her to bring to the Board a unique point of view regarding organizational management.

~~D. Mell Meredith Frazier~~		~~Vice Chairman, Meredith Corporation~~

		Ms. Frazier, 55, has been a member of the Meredith Corporation Board of Directors since 2000 and was elected Vice Chairman in 2010. She is Chairman of the Nominating/Governance Committee and a member of the Compensation Committee. She is also the Chairman of the Board of the Meredith Corporation Foundation. Ms. Frazier began her career at Meredith Corporation in 1976 and held various positions throughout the Company, including editorial, financial, marketing and production positions in publishing; acquisition and financial analysis in broadcasting and various corporate staff positions through 2003. As a fourth-generation member of the Meredith family, she brings a deep appreciation of the values and societal roles of the Company throughout its history. In addition, her previous service as an employee in various positions throughout the Company allows her to share a distinct perspective with the Board.

~~Joel W. Johnson~~		~~Chairman and CEO (Retired), Hormel Foods Corporation~~

		Mr. Johnson, 68, has been a member of the Meredith Corporation Board of Directors since 1994. He serves as Chairman of the Finance Committee and is a member of the Nominating/Governance Committee. Johnson retired as Chairman of the Board of Hormel Foods Corporation (“Hormel”) in December 2006. Johnson serves on the boards of Ecolab, Inc. and U.S. Bancorp. Mr. Johnson’s tenure as Chairman and CEO of Hormel, a public company with global operations, provides him with directly relevant operating experience. His service on the boards of Hormel, Ecolab, Inc. and U.S. Bancorp has provided him with significant public company board experience.

Stephen M. Lacy		Chairman and ~~CEO,~~Chief Executive Officer, Meredith Corporation

		Mr. Lacy, ~~57,~~60, is Chairman of the Board and CEO of Meredith ~~Corporation. He~~and was elected to his current position on February 1, 2010. Mr. Lacy joined Meredith in 1998 as Vice President and Chief Financial Officer. He was promoted to President of the National Media Group in 2000, elected to the Board and named President and Chief Operating Officer in 2004 and elected President and CEO in 2006. Mr. ~~Lacy’s~~Lacy joined the Board of Directors of Hormel Foods Corporation in September 2011 serving as the Chairman of the Compensation Committee and as a member of the Audit Committee. His intimate knowledge of our Company, gained through 13over 15 years of service in critical executive positions within the Company and including ~~seven~~nine years as President, enables him to provide important insights regarding our operations, including finance, marketing, strategic planning and management.

D. Mell Meredith Frazier		Vice-Chairman, Meredith Corporation

		Ms. Frazier, 58, has been a member of the Board of Directors since 2000 and was elected Vice-Chairman in 2010. She is Chairman of the Nominating/Governance Committee and a member of the Compensation Committee. She is also the Chairman of the Board of the Meredith Corporation Foundation. Ms. Frazier began her career at Meredith in 1976 and held various positions throughout the Company, including editorial, financial, marketing and production positions in publishing; acquisition and financial analysis in broadcasting and various corporate staff positions through 2003. As a fourth-generation member of the Meredith family, she holds a deep appreciation of the values and societal roles of the Company throughout its history. In addition, her previous service as an employee in various positions throughout the Company allows her to share a singular perspective with the Board.

Mary Sue Coleman		President Emeritus, University of Michigan

		Dr. Coleman, 70, has been a member of Meredith’s Board of Directors since 1997 and is a member of the Audit and Finance Committees. Dr. Coleman retired in July 2014 having served as the President of the University of Michigan with its 53,000 students since August 2002. She holds academic appointments as Professor of Chemistry in the College of Literature, Sciences and the Arts and in the College of Medicine. Dr. Coleman is a member of the Board of Directors of Johnson & Johnson. Dr. Coleman’s service as President of one of the nation’s largest and most prestigious public universities allows her to bring to the Board a unique point of view regarding organizational management.


	1.	To elect ~~two~~three Class I directors for terms expiring in ~~2014;~~2017 and one Class II director for a term expiring in 2015;

	2.	To approve, on an advisory basis, the executive compensation program for the Company’s named executive officers as described in this Proxy Statement;

	3.	To approve ~~on an advisory basis,~~ the ~~frequency with which the Company will conduct future advisory votes on executive compensation;~~Meredith Corporation 2014 Stock Incentive Plan;

	4.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, ~~2012~~2015; and

	5.	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.


	By Order of the Board of Directors,



	JOHN S. ZIESER
	Chief Development Officer
	General Counsel
Des Moines, Iowa
September 26, 2014


	1.	Vote by Mail: You may vote by marking the proxy card, dating and signing it, and returning it in the postage-paid envelope provided. Please mail your proxy card promptly to ensure that it is received prior to the closing of the polls at the Annual Meeting.

	2.	Vote by Internet: You may also vote via the Internet. The ~~Web~~web site address for Internet voting is provided on your proxy card. You will need to use the control number appearing on your proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until noon of the day prior to the Annual Meeting. Internet voting is available 24 hours a day. If you vote via the Internet you do NOT need to vote by telephone or return a proxy card. If


		you vote via the Internet, you may incur costs such as usage charges from Internet access providers and telephone companies. You will be responsible for those costs.

	3.	Vote by Telephone: You may also vote by telephone by calling the toll-free number provided on your proxy card. You will need to use the control number appearing on your proxy card to vote by telephone. You may transmit your voting instructions from any touch-tone telephone up until noon of the day prior to the Annual Meeting. Telephone voting is available 24 hours a day. If you vote by telephone you do NOT need to vote over the Internet or return a proxy card.


	1.	Delivering timely written notice of revocation to the Secretary of the Company, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023;

	2.	Submitting another timely, later-dated proxy using the same voting method you used to vote your shares;

	3.	Attending the Annual Meeting and voting in person.


Philip A. Marineau		Partner, LNK Partners

		Mr. Marineau, ~~64,~~67, has been a member of the ~~Meredith Corporation~~ Board of Directors since 1998 and currently serves as Chairman of the Audit Committee and as a member of the Compensation Committee. In October 2008 he became a partner at LNK Partners, a private equity firm based in White Plains, New York. He retired from Levi Strauss & Co. in November 2006, where he served as President and ~~Chief Executive Officer (“CEO”),~~CEO from September 1999. His prior service includes ~~a term~~terms as an executive officer at PepsiCo, Dean Foods Company and Quaker Oats Co. Mr. Marineau has an extensive record of achievement in consumer products marketing and management. He is currently Chairman of the Board of Shutterfly, Inc., a position he has held since February 2007. Mr. Marineau’s consumer products and marketing experience provides important insight and guidance to our management team and the Board of Directors and is instrumental to the development of our overall business strategy.


Elizabeth E. Tallett		Principal, Hunter Partners, LLC

		Ms. Tallett, ~~62, has been a member of~~65, was first elected to the ~~Meredith Corporation~~ Board of Directors ~~since~~in 2008 and serves on the Nominating/Governance and Compensation ~~Committee and the Nominating/ Governance Committee.~~Committees. Since 2002 she has been Principal at Hunter Partners, LLC, a firm which provides management services to life science businesses, including early to mid-stage pharmaceutical, biotech and medical device companies. In addition to serving on the Meredith ~~Corporation~~ Board of Directors, Ms. Tallett serves on the ~~boards~~Boards of ~~Coventry Health Care, Inc.; IntegraMed America, Inc.;~~ The Principal Financial Group, Inc., Qiagen, N.V. and ~~Qiagen,~~Wellpoint, Inc. During


Donald C. Berg		Former Executive Vice President, Chief Financial Officer, Brown-Forman Corporation

		Mr. Berg, 59, has been a member of the Board of Directors ~~of Meredith Corporation~~ since ~~2006. He~~2012 and is a member of the ~~Audit~~Finance Committee and ~~the Finance~~Audit Committee. He retired as Chief Financial Officer of Brown-Forman Corporation, a family-controlled public company, in April 2014. In addition to his role as CFO, during his 25 year career at Brown-Forman, Mr. Berg held various executive positions, including President of its emerging market division, President of its largest operating group, the Americas, the head of its strategic planning function and the director of its mergers and acquisitions group. Prior to Brown-Forman he has had a wide variety of finance, sales, marketing and international experience with respected national and international firms after beginning his career as a CPA with Ernst & Whinney. Mr. Berg is a private investor in and consultant to early-stage businesses. The Board believes that he provides additional financial expertise, strategic development and international business experience to the Board.


Joel W. Johnson		Former Chairman and CEO, Hormel Foods Corporation

		Mr. Johnson, 71, has been a member of ~~Church & Dwight Co., Inc. (a developer~~Meredith’s Board of Directors since 1994. He serves as Chairman of the Finance Committee and ~~marketer~~is a member of ~~consumer and specialty products), a position he has held since 2007. He served~~the Nominating/Governance Committee. Mr. Johnson retired as ~~CEO~~Chairman of ~~Church & Dwight from 2004 to 2007.~~the Board of Hormel Foods Corporation (“Hormel”) in December 2006. He currently serves on the ~~board~~Boards of ~~the Grocery Manufacturers Association, an industry council consisting of chief executive officers from leading consumer packaged goods companies.~~Ecolab, Inc. and U.S. Bancorp. Mr. ~~Craigie’s experience~~Johnson’s tenure as Chairman and CEO ~~at Church & Dwight~~of Hormel, a public company with global operations, provided him with directly relevant operating experience. In addition, his service on the Boards of Hormel, Ecolab, Inc. and ~~his leadership in connection~~U.S. Bancorp has provided him with several acquisitions and dispositions during his tenure enables him to analyze business combination and disposition opportunities and to provide valuable insights regarding finance, marketing and strategic planning to the Board.significant public company board experience.


Donald C. Berg		Mary Sue Coleman	~~Frederick B. Henry~~
	~~James R. Craigie~~	Joel W. Johnson
	~~Alfred H. Drewes~~	~~Philip A. Marineau~~
	D. Mell Meredith Frazier		Frederick B. Henry
Philip A. Marineau		Elizabeth E. Tallett


Strengthening our portfolio of media businesses through acquisitions and new launches. For example, we:

	•	Completed the transaction to buy the broadcast assets of stationsKTVK-TV, an independent station in Phoenix, the nation’s 12^thlargest television market and KMOV-TV, the CBS affiliate in St. Louis, the nation’s 21^st largest television market. We also executed an agreement to purchase the assets of WGGB-TV, the ABC affiliate in Springfield, Massachusetts, which is subject to regulatory approval.

	•	Successfully launched Allrecipes magazine, which Media Industry Newsletter called the “Hottest Launch of the Year.”

	•	Strengthened our parenthood activities by integrating the Parenting and Baby Talk brandsthat we acquired late in fiscal 2013.

Growing revenues and operating profit from activities that are not dependent on advertising. We delivered significant growth in retransmission-related revenues and profit in our Local Media Group. Within our National Media Group, we grew revenues related to circulation and brand licensing, which helped offset the 6% decline in advertising revenues, and within Meredith Xcelerated Marketing grew operating profit and solidified its relationship with its Top 10 clients.

Proving the effectiveness of advertising on both broadcast and print platforms. Broadcast television continues to demonstrate its unique effectiveness for local advertisers as we delivered 8% growth in Local Media Group non-


NEO	Target Awards		Actual Awards
	($)	% of Salary	($)	% of Target
Stephen M. Lacy	950,000	100	1,819,836	192
Joseph H. Ceryanec	367,500	70	663,017	180
Thomas H. Harty	390,000	60	536,216	137
Paul A. Karpowicz	510,000	75	933,841	183
John S. Zieser	437,500	70	868,239	198


				o	Integration of acquisitions, subsidiaries ~~and/~~or technologies to ~~leverage products/services and~~ enhance operating ~~results across businesses.~~results.


Audit Committee	Compensation Committee	Finance Committee	Nominating/Governance Committee
~~Mary Sue Coleman~~Donald C. Berg	D. Mell Meredith Frazier	~~Mary Sue Coleman~~Donald C. Berg	D. Mell Meredith Frazier*
~~James R. Craigie~~Mary Sue Coleman	Frederick B. Henry*	~~James R. Craigie~~Mary Sue Coleman	Frederick B. Henry
~~Alfred H. Drewes~~Philip A. Marineau*	Philip A. Marineau	~~Alfred H. Drewes~~Joel W. Johnson*	Joel W. Johnson
Philip A. Marineau*	Elizabeth E. Tallett	Joel W. Johnson*	Elizabeth E. Tallett


	1.	Audit Committee. The ~~committee~~Committee is composed entirely of non-employee directors, each of whom meets the “independence” requirements of the NYSE listing standards, as well as the Sarbanes-Oxley Act of 2002. Pursuant to our Audit Committee Charter, each member of the ~~committee~~Committee, in addition to meeting the “independence” requirement, must be “financially literate” as contemplated under the NYSE rules. Furthermore, the Board of Directors has determined that ~~Messrs.~~Directors Berg, Craigie ~~Drewes~~(July 1, 2013 - May 8, 2014, having resigned effective at adjournment of the May Quarterly Board Meeting) and Marineau each meet the requirements to be named “audit committee financial experts” as the term has been defined by the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002.


		The ~~committee~~Committee assists the Board of Directors in fulfilling its oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting practices and legal and regulatory compliance. It is directly responsible for the appointment, compensation and oversight of the Company’s independent auditor, also referred to as “independent registered public accounting firm,” and has sole authority to appoint or replace the independent auditor. In addition, the ~~committee~~Committee maintains, through regularly scheduled meetings, open lines of communication between the Board of Directors and the Company’s financial management, internal auditors and independent registered public accounting firm.

	2.	Nominating/Governance Committee. Pursuant to the ~~committee’s~~Committee’s charter, all members of this ~~committee~~Committee are non-employee directors who meet the “independence” requirements of the NYSE listing standards. The ~~committee’s~~Committee’s purpose is to: assist the Board by identifying individuals qualified to become Board members and recommend to the Board the director nominees for the next Annual Meeting of Shareholders; recommend to the Board the Corporate Governance Guidelines applicable to the Company; lead the Board in its annual review of CEO succession planning and the Board’s performance; recommend to the Board any changes in non-employee director compensation; and recommend to the Board director nominees for each committee.

		Nominees for directorship may be recommended by members of the Board, shareholders or other parties. The Nominating/Governance Committee has from time to time retained an executive recruiting firm whose function is to bring specific director candidates to the attention of the ~~committee.~~Committee. Current directors are contacted at the end of their terms concerning their willingness and intent to continue as a director. All nominees are considered in accordance with the policies and principles in the Nominating/Governance Committee Charter. The ~~committee~~Committee is responsible for reviewing with the Board the requisite skills and characteristics of director nominees. It assesses nominees’ qualifications for independence as well as other considerations. The ~~committee’s~~Committee’s first priority is to seek the most qualified and experienced candidates possible. A person considered for nomination to the Board must be a person of high integrity and ethics. While the ~~committee~~Committee does not have a formal diversity policy, it seeks to ensure that the Board maintains an appropriate mix of experience, characteristics, skills and background to provide the Board and the Company with sound and effective input and guidance. In addition, while the ~~committee~~Committee has not adopted a policy with respect to nominations made by shareholders, it will consider nominations that are submitted in accordance with the Company’s Bylaws. For additional information on submitting a nomination for a director, please see “SUBMITTING SHAREHOLDER PROPOSALS” later in this Proxy Statement.

	3.	Compensation Committee. Pursuant to the ~~committee’s~~Committee charter, all members of this ~~committee~~Committee are non-employee directors who meet the “independence” requirements of the NYSE listing standards. The ~~committee~~Committee has overall responsibility for evaluation and approval of officer compensation plans, policies and programs. The ~~committee~~Committee reviews and approves corporate officers’ ~~salaries,~~salaries; approves, prior to adoption, any officer or management incentive, bonus, or stock plans or agreements and administers such plans as required.


	4.	Finance Committee. The ~~committee~~Committee advises the Board with respect to corporate financial policies and procedures, dividend policy, specific corporate financing and capital plans and annual operating and capital budgets. It also provides financial advice and counsel to management, reviews and makes recommendations to the Board of Directors concerning acquisitions and dispositions, appoints depositories of corporate funds and specifies conditions of deposit and withdrawal and approves corporate investment portfolios and capital expenditure requests by management within the limits established by the Board. In addition, the ~~committee~~Committee reviews pension plan performance and approves plan documents.


	RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion which are included in the Proxy Statement for this Annual Meeting.


	political advertising. Our National Media Group was named “Advertisers’ Favorite Media Company” for the second time in four years by Advertiser Perceptions, which annually surveys thousands of leading advertising agencies and marketers.

	Additionally, in fiscal 2014 we again successfully executed our Total Shareholder Return (TSR) strategy. We increased our dividend 6%, our 21^st consecutive year of increases, repurchased approximately 1.6 million of our shares, and authorized an additional $100 million for our share repurchase program.


	1.	To ~~establish a~~align the interests of the NEOs with those of shareholders through performance-based compensation, ~~structure~~ which links both ~~short-term~~short and long-term compensation to business results;

	2.	To provide ~~competitive~~ compensation opportunities that are competitive in the marketplace in which we conduct our businesses, in order to attract, retain and motivate top caliber executives;

	3.	To provide the opportunity to earn greater levels of compensation if superior operating performance and shareholder returns are achieved;

	4.	To design incentives that balance the need to meet orand exceed annual operating plans with the need for long-term business growth and to provide superior shareholder returns, and

	5.	To provide clear and measurable objectives for executive performance.


1.	Cash Compensation. Salary is included in our NEO compensation package because the ~~committee~~Committee believes it is appropriate that a portion of the compensation provided to NEOs be in a form that is fixed and appropriate for the ~~basic~~ skills and experience required for the position. Performance-based incentives are included in the package because they permit the ~~committee~~Committee to motivate our NEOs to pursue particular objectives the ~~committee~~Committee believes are consistent with the overall goals and strategic direction the Board has set for the Company. The components comprising the cash portion of total compensation are described further below.

	A.	Base Salary. Base salary for NEOs is generally determined by the ~~committee~~Committee at its meeting in August. Changes in base salary on a year-over-year basis are dependent on the ~~committee’s~~Committee’s assessment of the Company, business unit and individual performance. The ~~committee~~Committee can set NEO salaries at the level it deems appropriate, unless a minimum salary has been specified in an employment agreement. In evaluating salaries, the ~~committee~~Committee is mindful of its overall goal to keep target cash compensation for its executive officers between the median and the 75^th75th percentile of cash compensation paid by companies in our Peer Group. Cash compensation provided in the form of salary is ~~generally~~ less than the total amount provided under our short-term and long-term incentive programs, each of which is described below. This weighting reflects the ~~committee’s~~Committee’s objective of ensuring that a substantial amount of each NEO’s total compensation is tied to Company, business unit and individual performance goals.

	B.	Short-Term Incentive Programs. The Amended and Restated Meredith Corporation 2004 Stock Incentive Plan (the “2004 Plan” or the “Plan”) provides the CEO and other executive officers with an annual non-equity incentive (the “Annual Incentive”), to attain established financial and overall performance targets. For fiscal ~~2011,~~2014, the ~~committee evaluated the structure of our Short-Term Incentive Program and~~Committee changed the ~~format~~incentive target for Mr. Thomas H. Harty, President-National Media Group from ~~two discrete six-month performance periods~~75% to an


			~~annual performance cycle. In making the change, the committee concluded the macro-economic conditions that prompted two discrete performance periods were improving~~80% of base salary based on external competitive market data and the committee could once again set reasonable annual performance objectives and measures. In the prior fiscal period, the use of two discrete performance periods was appropriate due to volatility and uncertainty in the economy. For fiscal 2011, 80%internal pay equity considerations. Eighty (80%) of the Annual Incentive target for each NEO was based on specific financial targets. The remaining 20% related to predetermined measurable and qualitative strategic organizational objectives.


			In ~~determining~~establishing the Annual Incentive target ~~incentives,~~awards and goals, the ~~committee~~Committee considers several factors including:

•	•	Financial and business-related goals which are key to our Company’s success;

•	•	Positioning the Company for continued strategic growth including the expansion of our digital platform;

•	•	The desire to ensure, as described above, that a substantial portion of total compensation is performance-based;

•	•	The relative importance in any given year of the ~~long-term~~short-term and ~~short-term~~long-term performance goals;

•	•	The qualitative objectives set for NEOs;


•	•	The advice of the independent compensation consultant regarding compensation practices at other companies in the Peer ~~Group~~Group;

•	The target amounts set and actual incentives paid in recent years; and

•	The results of the annual shareholder advisory vote on executive compensation programs.


	•	~~The target amounts set and actual incentives paid in recent years.~~

~~For fiscal 2011, the Annual Incentive target and awards for our NEOs are shown in the following table:~~


	~~The Annual Incentive payout for the NEOs ranges from 50% of target if the minimum levels of performance are achieved, up to 250% of target for achieving or exceeding the maximum performance level.~~

	In fiscal ~~2011,~~2014, the ~~individual~~ performance objectives for the NEOs generally included the following, depending upon each officer’s role in the Company:

•	•	Financial Objectives. Financial objectives include earnings per share (“EPS”),; operating cash ~~flow, EBITDA~~flow; revenue; earnings before interest, taxes, depreciation and amortization (“EBITDA”) from acquisition ~~activity,~~activity; other cost-saving initiatives and certain group financial ~~measures and~~measures;

•	•	Board or CEO Evaluation of Individual Performance. Each NEO has an individual non-financial ~~objective~~objectives as a component of the Short-Term Incentive Program. In determining the NEO’s performance for ~~this objective,~~these objectives, the ~~committee~~Committee considers several factors including the following:

		o	The impact the NEO had on developing and executing the Company’s business strategy and maximizing market share;

		o	Management of the business unit’s operating performance and expenses for the fiscal year;

		o	Execution against the Company’s strategic planning initiatives and


			Management, including the NEOs, develops preliminary recommendations based upon the business plan for performance goals and specific financial targets. The ~~committee~~Committee reviews management’s preliminary recommendations and establishes final goals. The ~~committee~~Committee strives to ensure that the incentive awards are consistent with the strategic goals set by the ~~Board;~~Board, that the goals are sufficiently ambitious to provide meaningful incentives and that amounts paid, assuming target levels of performance are attained, will be consistent with the overall NEO compensation philosophy established by the ~~committee.~~Committee.

			The Annual Incentive performance metrics in fiscal 2011 included EPS, corporate operating cash flow, group operating earnings and operating cash flow. The committee believes the use of these measurements provides the NEOs with an incentive that closely aligns their interests with overall Company, group performance and shareholder interests.

			Each NEO’s specific objectives are weighted according to the extent to which the executive is responsible for delivering results on those objectives. The weightings assigned to the objectives for each NEO for fiscal ~~2011~~2014 are shown in the table below.

	Weightings Assigned in Fiscal 2014 to Each Performance Objective for the NEOs


Objective	Lacy	Ceryanec	Harty	Karpowicz	Zieser
EPS	35%	35%	20%	20%	25%
Operating Cash Flow(1)	25%	15%	5%	5%	15%
Company Revenue	20%	20%			20%
Group Operating Earnings			25%	25%
Group Operating Cash Flow			10%	10%
Group Operating Revenue			20%	20%
Development Contribution – EBITDA					20%
Capital Expenditure Management		10%
Individual Strategic Objectives	20%	20%	20%	20%	20%


The Committee set the following goals for fiscal 2014:

	Minimum ($)	Target ($)	Maximum ($)
EPS	2.56	2.85	3.14
Corporate Group
Operating Cash Flow(1)	144,000,000	160,000,000	176,000,000
Company Revenue	1,443,981,000	1,519,980,000	1,595,979,000
Development Contribution – EBITDA	6,000,000	7,000,000	8,500,000
Capital Expenditure Management	28,875,000	27,500,000	24,750,000
National Media Group
Operating Earnings	110,700,000	123,000,000	135,300,000
Cash Flow	87,750,000	97,500,000	107,250,000
Revenue	935,493,500	984,730,000	1,033,966,500
Local Media Group
Operating Earnings	105,300,000	117,000,000	128,700,000
Cash Flow	110,250,000	122,500,000	134,750,000
Revenue	367,517,950	386,861,000	406,204,050


	The Committee, at its quarterly meetings, reviewed Company financial performance results, the progress of the NEOs toward meeting the quantitative goals established for the fiscal year and approved the final incentive awards for the CEO and each NEO at its August 2014 meeting. The results for fiscal 2014 were:


	Target ($)	Actual ($)	Level Achieved
EPS	2.85	2.77	Between Minimum and Target
Corporate
Operating Cash Flow(1)	160,000,000	155,993,000	Between Minimum and Target
Company Revenue	1,519,800,000	1,450,643,000	Between Minimum and Target
Development Contribution – EBITDA	7,000,000	44,548,000	Maximum
Capital Expenditure Management	27,500,000	23,611,000	Maximum
National Media Group
Operating Earnings	123,000,000	114,277,000	Between Minimum and Target
Cash Flow	97,500,000	90,267,000	Between Minimum and Target
Revenue	984,730,000	934,196,000	Below Minimum
Local Media Group
Operating Earnings	117,000,000	118,302,000	Between Target and Maximum
Cash Flow	122,500,000	133,985,000	Between Target and Maximum
Revenue	386,861,000	384,745,000	Between Minimum and Target


	Threshold ($)		Target ($)		Maximum ($)
Annual EPS		2.48		2.70		2.92
Corporate Group
Operating Cash Flow¹		157,500,000		175,000,000		192,500,000
Development Contribution - EBITDA		3,000,000		4,000,000		5,000,000
Capital Expenditure Management		31,500,000		30,000,000		28,500,000
NYC Facilities Cost Management		Flat		-250,000		-500,000
National Media Group
Operating Earnings		137,200,000		149,100,000		161,000,000
Operating Cash Flow¹		127,400,000		141,500,000		155,700,000
Local Media Group
Operating Earnings		75,400,000		83,800,000		92,100,000
Operating Cash Flow¹		79,900,000		88,800,000		97,600,000


¹	(1)	Operating cash flow for Annual Incentive target purposes is measured on a non-GAAP basis. The primary difference is that cash flow for Annual Incentives is reduced by capital expenditures.