Current Report Filing (8-k)
May 22 2020 - 04:30PM
Edgar (US Regulatory)
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2020-05-19 2020-05-19 0000884219 us-gaap:CommonStockMember
2020-05-19 2020-05-19 0000884219
vvi:JuniorParticipatingPreferredStockMember 2020-05-19
2020-05-19
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 19, 2020

Viad Corp
(Exact name of registrant as specified in its charter)
Delaware
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001-11015
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36-1169950
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1850 North Central Avenue, Suite 1900,
Phoenix, Arizona
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85004-4565
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(Address of principal executive offices)
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(Zip Code)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $1.50 Par Value
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VVI
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New York Stock Exchange
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Junior Participating Preferred Stock, par value $0.01 per share
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--
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--
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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.
(e) On May 22, 2020, we finalized the terms of the Severance
Agreement and General Release (the “Agreement”) with Mr. Jay
Altizer, our former President of GES. Under the Agreement, Mr.
Altizer will receive six months’ base salary, and for up to six
months, we will pay our usual and customary portion of health and
other benefits. Mr. Altizer is eligible for a pro-rata payment
under our short-term incentive program, if earned for 2020, and we
will treat any long-term incentives he was previously granted in
accordance with the terms of the applicable agreements. To the
extent required, we previously filed all plans and programs under
which Mr. Altizer will receive payments and benefits with the
SEC.
The foregoing description of the Agreement is a summary and is
qualified in its entirety by the full text of the Agreement, which
we will file with our Form 10-Q for the quarter ended March 31,
2020.
Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a)On May 19, 2020, we held our
annual meeting of shareholders (the “2020 Annual Meeting”). A total
of 18,628,207 shares or 91.40% of outstanding shares of our
Common Stock, were represented in person or by proxy at the 2020
Annual Meeting.
(b)The following proposals are
described in detail in our Proxy Statement filed with the SEC on
April 3, 2020. The final voting results for each of the matters
submitted to a shareholder vote at the 2020 Annual Meeting are as
follows:
Proposal One: Election of Directors. Our shareholders reelected
all director nominees in an uncontested election, based on the
following voting results:
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Edward E. Mace
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15,122,506
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2,362,194
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2,980
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1,140,527
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Joshua E. Schechter
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15,277,919
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2,204,756
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5,005
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1,140,527
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Proposal Two: Ratification of Viad’s Independent Registered Public
Accounting Firm for 2020. Our shareholders ratified
the selection of Deloitte & Touche LLP as our independent
registered public accounting firm for the 2020 fiscal year, based
on the following voting results:
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For
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Against
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Abstain
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18,205,017
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418,542
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4,648
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Proposal Three: Advisory Approval of Named Executive Officer
Compensation. Our shareholders approved
on an advisory basis, named executive officer compensation, based
on the following voting results:
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For
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Against
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Abstain
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Broker Non-Votes
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17,161,798
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303,539
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22,343
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1,140,527
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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 hereunto duly authorized.
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Viad Corp
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(Registrant)
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Date: May 22, 2020
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By:
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/s/ Derek P. Linde
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Derek P. Linde
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General Counsel and Corporate Secretary
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2
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