UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2022
Viad Corp
(Exact name of registrant as specified in its charter)
Delaware | 001-11015 | 36-1169950 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7000 East 1st Avenue Scottsdale, Arizona | 85251-4304 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (602) 207-1000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $1.50 Par Value | VVI | New York Stock Exchange | ||
Preferred Stock Purchase Rights | — | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 24, 2022, at the annual meeting of shareholders (the “2022 Annual Meeting”) of Viad Corp (the “Company”), the Company’s shareholders approved the amendment and restatement of the 2017 Viad Corp Omnibus Incentive Plan (the “Plan”) to, among other things, increase the number of shares of the Company’s common stock reserved for issuance under the Plan by 840,000 shares (the “Amended and Restated Plan”).
The Amended and Restated Plan previously had been approved, subject to shareholder approval, by the Human Resources Committee of the Board of Directors of the Company (the “Board”). The Amended and Restated Plan became effective immediately upon shareholder approval at the Annual Meeting.
The terms of the Amended and Restated Plan provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, cash-based awards, other stock awards, and performance units or performance shares that may be settled in cash, stock or a combination of the two.
A more detailed summary of the material features of the Amended and Restated Plan is set forth in the Company’s definitive proxy statement for the 2022 Annual Meeting, filed with the Securities and Exchange Commission on April 7, 2022 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the full text of the Amended and Restated Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) At the close of business on the record date for the 2022 Annual Meeting, there were 27,253,504 votes outstanding (including shares of 5.5% Series A Convertible Preferred Stock (the “Preferred Stock”) on an as-converted basis). A total of 25,839,212 votes (on an as-converted basis), or 94.8% of outstanding shares of the Company’s common stock (on an as-converted basis), were represented in person or by proxy at the 2022 Annual Meeting.
(b) The following proposals are described in detail in the Proxy Statement. The final voting results for each of the matters submitted to a shareholder vote at the 2022 Annual Meeting are as follows:
Proposal One: Election of Directors. The Company’s shareholders reelected all director nominees in an uncontested election, based on the following voting results:
Nominee | For | Against | Abstain | Broker Non-Votes | ||||
Beverly K. Carmichael | 24,058,980 | 658,460 | 3,456 | 1,118,316 | ||||
Denise M. Coll | 23,013,779 | 1,703,543 | 3,574 | 1,118,316 | ||||
Steven W. Moster | 24,042,892 | 647,057 | 30,947 | 1,118,316 |
Proposal Two: Ratification of Viad’s Independent Registered Public Accounting Firm for 2022. The Company’s shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year, based on the following voting results:
For | Against | Abstain | ||
25,599,245 | 234,621 | 5,346 |
Proposal Three: Advisory Approval of Named Executive Officer Compensation. The Company’s shareholders approved, on an advisory basis, named executive officer compensation, based on the following voting results:
For | Against | Abstain | Broker Non-Votes | |||
23,954,299 | 754,212 | 12,385 | 1,118,316 |
Proposal Four: Approval of the Amended and Restated Plan. The Company’s shareholders approved the Amended and Restated Plan, based on the following voting results:
For | Against | Abstain | Broker Non-Votes | |||
24,255,794 | 455,912 | 9,190 | 1,118,316 |
(c) The holders of the Preferred Stock elected Brian P. Cassidy and Patrick T. LaValley as the preferred directors in connection with the 2022 Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
10.1 | 2017 Viad Corp Omnibus Incentive Plan, amended and restated effective May 24, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Viad Corp | ||||||
(Registrant) | ||||||
Date: May 26, 2022 | By: | /s/ Derek P. Linde | ||||
Derek P. Linde | ||||||
Chief Operating Officer, General Counsel & Corporate Secretary |