UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 5.07 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:
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Nominee |
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Against |
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Abstain |
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Broker Non-Votes |
Richard H. Dozer |
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23,333,860 |
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1,553,193 |
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4,674 |
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1,338,652 |
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Virginia L. Henkels |
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23,061,931 |
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1,825,414 |
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4,382 |
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1,338,652 |
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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:
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For |
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Abstain |
25,700,326 |
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494,215 |
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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:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
23,601,426 |
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1,279,920 |
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10,381 |
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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.
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Viad Corp |
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(Registrant) |
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Date: May 20, 2024 |
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By: |
/s/ Jonathan A. Massimino |
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Jonathan A. Massimino |
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Title: |
General Counsel & Corporate Secretary |