false 0000884219 true NONE 0000884219 2020-05-11 2020-05-11 0000884219 us-gaap:CommonStockMember 2020-05-11 2020-05-11 0000884219 vvi:JuniorParticipatingPreferredStockValueMember 2020-05-11 2020-05-11

 

 

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 11, 2020

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.)

 

 

 

1850 North Central Avenue, Suite 1900,

Phoenix, Arizona

 

85004-4565

(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

Junior Participating Preferred Stock, par value $0.01 per share

 

__

 

__

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 2.02 Results of Operations and Financial Condition.

On May 14, 2020, we issued a press release announcing our preliminary earnings for the first quarter ended March 31, 2020. A copy of the earnings press release is furnished as Exhibit 99.1 to this current report.

This press release, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 11, 2020, as part of our efforts to further mitigate the ongoing financial impacts of COVID-19 on our GES business, among other things, we eliminated Mr. Jay Altizer’s position as President of GES. Our President and CEO, Mr. Steven W. Moster, will assume that role. We are currently discussing a severance agreement, which will be disclosed in an amendment to this Current Report on Form 8-K, if and when agreed upon and executed.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

Number

 

Description

 

 

 

99.1

 

Viad Corp Press Release dated May 14, 2020

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

1


 

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 thereunto duly authorized.

 

 

 

Viad Corp

 

 

(Registrant)

 

 

 

 

May 14, 2020

 

By:

/s/ Leslie S. Striedel

 

 

 

Leslie S. Striedel

 

 

 

Chief Accounting Officer

 

2

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