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): June 3, 2024

 

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

On May 31, 2024, the Board of Directors of Viad Corp (the “Company”) appointed Derek P. Linde as Chief Operating Officer of the Company and President of GES, with such appointment to be effective June 3, 2024. In connection with Mr. Linde’s appointment as President of GES, Mr. Moster stepped down from that role.

Mr. Linde, 49, has served as Chief Operating Officer of the Company since March 2022 and served as General Counsel and Corporate Secretary from April 2018 to October 2023. Prior to joining the Company, Mr. Linde served as Deputy General Counsel & Assistant Secretary at Illinois Tool Works Inc., a diversified manufacturer of specialized industrial equipment, from 2014 to 2018. He holds a J.D. from the Vanderbilt University School of Law and a B.A. from the University of Missouri-Columbia.

Mr. Linde has no family relationships with any director, executive officer, or other person the Company has nominated or chosen to become a director or executive officer. There are no arrangements or understandings between Mr. Linde and any other person pursuant to which the Board appointed Mr. Linde as an executive officer. Additionally, there are no transactions involving Mr. Linde that would require disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Linde’s appointment as President of GES, the Company and Mr. Linde entered into a severance agreement (the “Severance Agreement”), which provides for post-employment termination payments upon (i) an involuntary termination of employment not for cause by the Company or (ii) a voluntary termination of employment by Mr. Linde for good reason, as those terms are defined in the Severance Agreement and in either case, not in connection with a change in control of the Company. In these scenarios, Mr. Linde would receive the equivalent of one year of his base salary, plus a pro-rata portion of the annual cash incentive granted under the Management Incentive Plan for the year in which the termination occurs, to the extent earned, provided that Mr. Linde timely executes a satisfactory release from all claims, waiver of rights, and covenant not to sue. Additionally, Mr. Linde continues to participate in the Company’s Executive Severance Plan (Tier I), which would apply to qualifying terminations in connection with a change in control of the Company.

The foregoing summary of the Severance Agreement is not complete and is qualified in its entirety by reference to the copy of the Severance Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K. The Company’s compensation, incentive plans, incentive plan agreements, and benefit plans are more fully described in the “Compensation Discussion and Analysis” section of the Company’s Proxy Statement for its 2024 Annual Meeting of Shareholders filed with the SEC on April 2, 2024, and are included as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing Mr. Linde’s promotion is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 (including Exhibit 99.1) shall 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	Severance Agreement (No Change in Control) between Viad Corp and Derek P. Linde, effective as of June 3, 2024.
99.1	Press Release dated June 3, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 3, 2024	By:	/s/ Jonathan A. Massimino
		Jonathan A. Massimino
	Title:	General Counsel & Corporate Secretary

EX-10.1

Exhibit 10.1

SEVERANCE AGREEMENT (NO CHANGE IN CONTROL)

THIS SEVERANCE AGREEMENT (the “Agreement”), dated the 3rd day of June, 2024, is by and between, on the one hand, Derek Linde (“Mr. Linde”), and, on the other hand, Viad Corp, a Delaware corporation (“Viad”) and Global Experience Specialists Inc. (“GES,” and together with Viad, the “Company”). The Company and Mr. Linde agree as follows:

1. The purpose of this Agreement is to provide for the payment of certain severance benefits. This Agreement is not intended to change the at-will nature of Mr. Linde’s employment with the Company, and Mr. Linde hereby expressly agrees and acknowledges that he is an at-will employee and that Mr. Linde’s employment may be terminated by either Mr. Linde or the Company at any time and for any reason with or without cause or notice by either Mr. Linde or the Company. This Agreement does not alter the terms and conditions regarding Mr. Linde’s employment with the Company, except as expressly set forth herein. In addition, Mr. Linde agrees and acknowledges that the terms and conditions set forth herein do not take effect unless all other terms and conditions described below are satisfied.

2. Subject to the conditions set forth in Paragraph 5, in the event of the termination of Mr. Linde’s employment by the Company for any reason other than for Cause (as defined below) or in the event of Mr. Linde’s resignation of employment with the Company for Good Reason (as defined below), in each case, other than due to Mr. Linde’s death or disability (each, a “Covered Termination”), Viad shall make one lump sum payment to Mr. Linde in an amount equal to one (1) times of his then base annual salary (excluding bonuses, fringe benefits, and other compensation) as of the employment termination date, minus any income taxes or other amounts required by law to be withheld therefrom. Such lump sum payment shall be made within sixty (60) days after the date on which Mr. Linde’s employment terminates, provided, however, that if such sixty (60) day time period begins in one calendar year and ends in a second calendar year, payment of such lump sum shall always be made in the second calendar year. In addition, subject to the conditions set forth in Paragraph 5, if Mr. Linde’s employment is terminated in a Covered Termination, Mr. Linde will also be entitled to a payment equal to the annual cash incentive award Mr. Linde would have earned under Viad’s then-current Management Incentive Plan (“MIP”) in which Mr. Linde is eligible to participate, pursuant to the terms and conditions of MIP, for the calendar year in which he was last employed, prorated based on the number of days Mr. Linde was employed during such calendar year. Such amount shall be paid in a lump sum on the date that annual cash incentive awards are paid to similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the calendar year in which Mr. Linde’s employment termination date occurs.

3. The term “Cause,” as used herein, means: (i) Mr. Linde’s willful and continued failure to perform the required duties of his position; (ii) Mr. Linde’s breach of his fiduciary duty to the Company, and/or any of its related or subsidiary companies; (iii) Mr. Linde’s material breach of the Viad Corp Code of Ethics, Always Honest policy, or other code of conduct in effect from time to time, provided that any fraudulent or dishonest act shall be considered material regardless of size; (iv) Mr. Linde’s willful or gross misconduct; and/or (v) Mr. Linde’s conviction or guilty plea to a felony or to a misdemeanor involving an act or acts of fraud, theft or embezzlement.

4. The term “Good Reason,” as used herein, is defined to include any of the following without Mr. Linde’s consent: (i) a material reduction in Mr. Linde’s authority, duties, or responsibilities or the assignment to Mr. Linde of ongoing duties and responsibilities materially inconsistent with Mr. Linde’s position; (ii) a material reduction in Mr. Linde’s base salary, unless

pursuant to the direction by the Viad Board of Directors or such reduction is made in concert with and in an amount not greater than the percentage adjustment mandated as an “across the board” reduction in base salary for all Viad officers; and (iii) a successor to Viad fails to assume Viad’s obligations under this Agreement.

5. This Agreement shall not become effective and Viad shall not be obligated to make the payments provided for in Paragraph 2 of this agreement unless, within sixty (60) days following the date of Mr. Linde’s termination of employment, Mr. Linde executes, does not revoke, and delivers to Viad a complete release of all claims, waiver of rights and covenant not to sue in form and substance satisfactory to Viad in its reasonable discretion.

6. In the event that Mr. Linde’s employment terminates in connection with a “Change of Control” as defined in the Viad Corp Executive Severance Plan (Tier I), and Mr. Linde is eligible to participate in such plan, Mr. Linde’s rights to severance payments and benefits, if any, shall be exclusively as established in the Viad Corp Executive Severance Plan (Tier I). Those payments and benefits shall be provided in lieu of the payments and benefits set forth in this Agreement.

7. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be prohibited by or is found to be invalid under applicable law, then such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. It is the express intent of the parties that in that event, this Agreement shall be revised and enforced to the maximum extent permitted under applicable law. The terms of this Agreement, including this provision, may be modified only by a subsequently executed agreement that both: (a) explicitly identifies this Agreement and the date of its execution; and (b) either (i) identifies the particular provisions being modified or (ii) in the event this Agreement is to be superseded in its entirety, explicitly so provides. This provision does not, however, affect in any way Mr. Linde’s rights in the event of a “Change of Control” as defined in the Viad Corp Executive Severance Plan (Tier I) if Mr. Linde is eligible to participate in such plan. This Agreement embodies the entire agreement of the parties hereto regarding the subject matter set forth herein, and it supersedes any and all other agreements, understandings, negotiations, or discussions, either oral or in writing, express or implied, between the parties to this Agreement.

8. This Agreement is intended to satisfy, or otherwise be exempt from, the requirements of Section 409A of the Internal Revenue Code (“Section 409A”). To the extent that any term of this Agreement fails to satisfy those requirements or fails to be exempt from Section 409A, such term shall be modified in a manner that brings the Agreement into compliance with Section 409A while preserving as closely as possible the original intent of the Agreement.

9. In the event of a Triggering Event (as defined below), effective as of the effective date of such Triggering Event (such date, the “Assignment Date”), Viad hereby assigns, grants conveys and transfers to GES all of its rights, title, and interests in and to this Agreement, and GES hereby accepts such assignment and assumes Viad’s rights, obligations, and liabilities under this Agreement, including to pay, perform and discharge, as and when due, all of Viad’s rights, obligations and liabilities accruing on and after the Assignment Date. Mr. Linde hereby consents to the forgoing assignment and assumption of this Agreement, and Mr. Linde and GES agree that, from and after the Assignment Date, Viad shall be fully and unconditionally released and discharged from its obligations to Mr. Linde in connection with this Agreement and shall have no further obligations or liabilities hereunder. The parties hereto acknowledge and agree that from the Assignment Date, all references to “Company” or “Viad” in this Agreement shall refer to GES. For the purposes of this Paragraph 9, “Triggering Event” means the first to occur of the following: (i) a Change in Control, as that term is defined in the 2017 Viad Corp Omnibus Incentive Plan, as

Amended and Restated effective May 24, 2022, of GES (provided that for purposes of this Agreement, references to “the Company” in such definition shall be replaced with “GES” and provided further, that only Section 2.9(c) of such definition shall apply); or (ii) a transfer or reassignment of Mr. Linde’s employment from Viad to GES.

//

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

By: /s/ Derek Linde

Derek Linde

Viad Corp

By: /s/ Steven W. Moster

Steven W. Moster

Chief Executive Officer

Global Experience Specialists Inc.

By: /s/ Steven W. Moster

Steven W. Moster

EX-99.1

Exhibit 99.1

DEREK P. LINDE NAMED PRESIDENT OF GES AS PART OF EXPANDED ROLE

SCOTTSDALE, June 3, 2024 - Viad Corp (NYSE: VVI), a leading global provider of extraordinary experiences, including attractions, hospitality, exhibition services, and experiential marketing, today announced the promotion of Derek P. Linde to GES President, in addition to his existing role as Viad’s Chief Operating Officer, effective June 3, 2024.

Steve Moster, president and chief executive officer of Viad, said, “Derek is a trusted thought leader who has demonstrated his ability to advance our strategic goals through a collaborative approach. Over the past few years, he has been instrumental in shaping and supporting important transformative actions across GES that delivered enhanced revenue growth, profitability, and cash flow, including the launch of our Spiro experiential marketing agency and various margin initiatives within GES Exhibitions. Under Derek’s leadership, the GES team will continue to build on the momentum of our successful strategies by capitalizing on GES’s global strength and growth opportunities.”

Mr. Linde joined Viad as General Counsel and Corporate Secretary in April 2018 and was promoted to Chief Operating Officer in March 2022. In this role, Mr. Linde has helped define and drive strategic and operating initiatives that are accelerating the growth of the enterprise and positioning Viad to maximize value now and into the future. Prior to joining Viad, Mr. Linde served in various legal leadership roles at Illinois Tool Works Inc. (NYSE: ITW) supporting enterprise transformation and business operating objectives, and as a partner at the global law firm of Winston & Strawn LLP.

Linde said, “GES is a powerhouse in the exhibition and experiential marketing space with unmatched global reach and a full range of capabilities to deliver extraordinary experiences for an expanding, diversified client base. Over the past several years, we have positioned GES to deliver strong EBITDA growth into the future by leveraging our leading capabilities and flexible operating model. I am honored to have the opportunity to work with the extraordinary team members across the business to continue our exciting growth story.”

About Viad

Viad (NYSE: VVI), is a leading global provider of extraordinary experiences, including attractions, hospitality, exhibition management services, and experiential marketing through

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two businesses: Pursuit and GES. Our business strategy focuses on delivering extraordinary experiences for our teams, clients and guests, and significant and sustainable growth and above-market returns for our shareholders. Viad is an S&P SmallCap 600 company.

Pursuit is a global attractions and hospitality company that owns and operates a collection of inspiring and unforgettable experiences in iconic destinations. Pursuit’s elevated hospitality experiences enable visitors to discover and connect with world-class attractions, distinctive lodges, and engaging tours in stunning national parks and renowned global travel locations, in addition to experiencing our collection of Flyover Attractions in the vibrant cities of Vancouver, Reykjavik, Las Vegas, and Chicago.

GES is a global exhibition management and experiential marketing company offering a comprehensive range of services to the world’s leading event organizers and brands through two reportable segments, GES Exhibitions and Spiro. GES Exhibitions is a global exhibition and trade show management business that partners with leading exhibition and conference organizers as a full-service provider of strategic and logistics solutions to manage the complexity of their shows with teams throughout North America, Europe, and the Middle East. Spiro is a global experiential marketing agency that partners with leading brands around the world to manage and elevate their experiential marketing activities, bonding brand and customer.

For more information, visit www.viad.com.

Contacts:

Carrie Long or Michelle Porhola

Investor Relations

(602) 207-2681

ir@viad.com

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Forward-Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements.

Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:

▪general economic uncertainty in key global markets and a worsening of global economic conditions;

▪travel industry disruptions;

▪the impact of our overall level of indebtedness, as well as our financial covenants, on our operational and financial flexibility;

▪seasonality of our businesses;

▪unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;

▪the importance of key members of our account teams to our business relationships;

▪our ability to manage our business and continue our growth if we lose any of our key personnel;

▪the competitive nature of the industries in which we operate;

▪our dependence on large exhibition event clients;

▪adverse effects of show rotation on our periodic results and operating margins;

▪transportation disruptions and increases in transportation costs;

▪natural disasters, weather conditions, accidents, and other catastrophic events;

▪our exposure to labor cost increases and work stoppages related to unionized employees;

▪our multi-employer pension plan funding obligations;

▪our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;

▪our exposure to cybersecurity attacks and threats;

▪our exposure to currency exchange rate fluctuations;

▪liabilities relating to prior and discontinued operations;

▪sufficiency and cost of insurance coverage; and

▪compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data.

For a more complete discussion of the risks and uncertainties that may affect our business or financial results, please see Item 1A, “Risk Factors,” of our most recent annual report on Form 10-K filed with the SEC. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release except as required by applicable law or regulation.

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Document and Entity Information	Jun. 03, 2024
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 03, 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
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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