8-K

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): October 1, 2019

MEREDITH CORPORATION
(Exact name of registrant as specified in its charter)
Iowa	001-05128	42-0410230
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

	1716 Locust Street,	Des Moines,	Iowa	50309-3023
(Address of principal executive offices)				(ZIP Code)

Registrant’s telephone number, including area code:	(515)	284-3000
Former name or former address, if changed since last report:  Not applicable

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:

☐ 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	Name of each exchange on which registered
Common Stock, par value $1	MDP	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

(b) On October 1, 2019, Joseph Ceryanec, Chief Financial Officer of Meredith Corporation (the Company), informed the Company of his intention to retire as Chief Financial Officer in early calendar year 2020.

A copy of the related press release is furnished as Exhibit 99 hereto and is incorporated by reference herein.

(e) In connection with Mr. Ceryanec’s anticipated retirement, on October 1, 2019, the Company and Mr. Ceryanec entered into a retention letter agreement (the Retention Agreement) providing for Mr. Ceryanec’s continued employment through January 31, 2020, or such other date as the parties may agree upon (the Retention Period). During the Retention Period, Mr. Ceryanec will continue in his role as Chief Financial Officer.

Pursuant to the Retention Agreement, at the end of the Retention Period, Mr. Ceryanec will be eligible to receive the benefits set forth in Section 5.2 of his employment agreement entered into on May 13, 2015. In addition, Mr. Ceryanec will be eligible to receive the annual incentive payment at target for full fiscal year 2020, 12 months of career transition services, and COBRA reimbursements for an 18 month period. These and other terms of Mr. Ceryanec’s retirement are subject to certain conditions, including Mr. Ceryanec’s execution and non-revocation of a separation agreement containing a general release of claims in favor of the Company.

The foregoing description of the Retention Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Agreement to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	99	Press release dated October 1, 2019
	104	Cover Page Interactive Data File (formatted as Inline XBRL)

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, thereunto duly authorized.

	MEREDITH CORPORATION
	Registrant
	/s/ Steven M. Cappaert
	Steven M. Cappaert
	SVP Controller
Date: October 1, 2019

EX-99

Exhibit 99

MEREDITH CHIEF FINANCIAL OFFICER JOE CERYANEC ANNOUNCES RETIREMENT

DES MOINES, IA (October 1, 2019) - Meredith Corporation (NYSE:MDP; www.meredith.com) announced today that Chief Financial Officer Joe Ceryanec has decided to retire. Ceryanec has agreed to stay in his role for a transition period through early calendar year 2020 while Meredith conducts a national search for his successor.

“We thank Joe for his numerous accomplishments and dedicated service to Meredith over the last decade, and wish him well in the future,” said Meredith President and Chief Executive Officer Tom Harty. “Joe’s accomplishments include prominent roles in negotiating and securing financing for several large acquisitions. These include Time Inc., Allrecipes.com and several others in our National Media Group, as well as television stations in Phoenix, St. Louis, Mobile and Western Massachusetts for our Local Media Group. Joe is well respected by the investment community, and has been a sound financial steward for our shareholders.”

“I wish to thank my colleagues at Meredith for their dedicated service and tremendous support over the last 11 years,” Ceryanec said. “When I joined Meredith in October 2008, the economy had just entered the Great Recession. Together, we negotiated the rocky times that devastated some of our peers and we emerged stronger than ever. A year and a half ago we completed the acquisition of Time Inc., the largest acquisition in our company’s 117-year history. Since then our team has worked tirelessly to strategically integrate and assemble the best portfolio of national media brands in the industry. Without a doubt, the Time Inc. acquisition has significantly improved our competitive position moving Meredith from the #4 player to #1.”

Before joining Meredith, Ceryanec spent 12 years at McLeodUSA, a major telecommunications company, where he held increasingly responsible positions in the financial operation, including Corporate Controller, Treasurer, Chief Accounting Officer and Chief Financial Officer. When McLeodUSA was acquired by PAETEC Corporation, Ceryanec was named President of its 13-state Central Region, where he had responsibility for sales, account development and sales engineering.

A Certified Public Accountant, Ceryanec worked at KPMG and Ernst & Young early in his career. Ceryanec is a graduate of the University of Iowa with a Bachelor of Business Administration degree in Accounting. Ceryanec currently serves on the University of Iowa Tippie College of Business Advisory Board and the Board of Trustees of the Des Moines Art Center. Previously Ceryanec has served on numerous non-profit Boards including the Boy Scouts of America, American Cancer Society and the American Heart Association’s Heart Walk to name a few.

Additionally, Harty said Meredith continues to expect full-year fiscal 2020 adjusted EBITDA to range from $640 to $675 million, in-line with the outlook provided in Meredith’s fiscal 2019 fourth-quarter earnings release issued on September 5, 2019.

“Without a doubt, we have positioned Meredith on a growth path unprecedented in our 117-year history,” said Harty. “Our audience reach is broader and our advertising capabilities are greater. Compared to our last full year as stand-alone Meredith, we’ve nearly doubled revenue and EBITDA, and the sources of our revenue and EBITDA are more diversified, including print, digital and consumer-driven.”

ABOUT MEREDITH CORPORATION

Meredith has been committed to service journalism for 117 years. Today, Meredith uses multiple distribution platforms-including broadcast television, print, digital, mobile and video-to provide consumers with content they desire and to deliver the messages of its advertising and marketing partners.

Meredith's National Media Group reaches more than 185 million unduplicated American consumers every month, including nearly 90 percent of U.S. millennial women. Meredith is a leader in creating content across media platforms and life stages in key consumer interest areas such as entertainment, food, lifestyle, parenting and home. Meredith is the No. 1 magazine operator in the U.S., and owner of the largest premium content digital network for American consumers. Meredith’s leading national brands include PEOPLE, Better Homes & Gardens, InStyle, Allrecipes, REAL SIMPLE, SHAPE, Southern Living and Martha Stewart Living. Meredith also features robust brand licensing activities including more than 3,000 SKUs of branded products at 4,000 Walmart stores across the U.S. and at walmart.com. Meredith’s National Media Group also includes leading affinity marketer Synapse, and The Foundry, the company's state-of-the-art creative lab and content studio.

Meredith’s Local Media Group includes 17 television stations reaching 11 percent of U.S. households. Meredith’s portfolio is concentrated in large, fast-growing markets, with seven stations in the nation’s Top 25 markets-including Atlanta, Phoenix, St. Louis and Portland-and 13 in the Top 50. Meredith's stations produce more than 700 hours of local news and entertainment content each week, and operate leading local digital destinations. Meredith also owns MNI Targeted Media, which delivers targeted advertising solutions to more than 1,200 clients on a local, regional or national level.

# # #

Media Contact: Art Slusark - art.slusark@meredith.com; (515) 284-3404

Shareholder/Analyst Contact: Mike Lovell - mike.lovell@meredith.com; (515) 284-3622

XML

Cover Page	Oct. 01, 2019
Cover page.
Document Type	8-K
Document Period End Date	Oct. 01, 2019
Entity Registrant Name	MEREDITH CORPORATION
Entity Incorporation, State or Country Code	IA
Entity File Number	001-05128
Entity Tax Identification Number	42-0410230
Entity Address, Address Line One	1716 Locust Street,
Entity Address, City or Town	Des Moines,
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50309-3023
City Area Code	(515)
Local Phone Number	284-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1
Trading Symbol	MDP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000065011
Amendment Flag	false