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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 15, 2024

 

img215948173_0.jpg 

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

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 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 15, 2024, the annual meeting of shareholders (the “2024 Annual Meeting”) of Viad Corp (the “Company”) was convened. At the close of business on the record date for the 2024 Annual Meeting, there were 27,792,565 votes outstanding (including shares of 5.5% Series A Convertible Preferred Stock (the “Preferred Stock”) on an as-converted basis). A total of 26,230,379 votes (on an as-converted basis), or 94.4% of outstanding shares of the Company’s common stock (on an as-converted basis), were represented in person or by proxy at the 2024 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 2024 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

Richard H. Dozer

23,333,860

1,553,193

4,674

1,338,652

 

 

 

 

 

Virginia L. Henkels

23,061,931

1,825,414

4,382

1,338,652

 

 

 

 

 

Proposal Two: Ratification of the Company’s Independent Registered Public Accounting Firm for 2024. The Company’s shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year, based on the following voting results:

 

 

 

 

 

For

Against

Abstain

25,700,326

494,215

35,838

Proposal Three: Advisory Approval of Named Executive Officer Compensation. The Company’s shareholders approved, on an advisory basis, the Company’s named executive officer compensation, based on the following voting results:

 

 

 

 

 

 

 

For

Against

Abstain

Broker Non-Votes

23,601,426

1,279,920

10,381

1,338,652

 

 

 

 

 

SIGNATURE

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 20, 2024

 

By:

/s/ Jonathan A. Massimino

 

Jonathan A. Massimino

Title:

General Counsel & Corporate Secretary

 

 

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Document and Entity Information
May 15, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 15, 2024
Entity Registrant Name Viad Corp
Entity Incorporation, State or Country Code DE
Entity File Number 001-11015
Entity Tax Identification Number 36-1169950
Entity Address, Address Line One 7000 East 1st Avenue
Entity Address, City or Town Scottsdale
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85251-4304
City Area Code 602
Local Phone Number 207-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000884219
Title of 12(b) Security Common Stock, $1.50 Par Value
Trading Symbol VVI
Security Exchange Name NYSE
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