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 17, 2011
VIAD CORP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-11015 |
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36-1169950 |
(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 800, Phoenix, Arizona
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85004-4545 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (602) 207-4000
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(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF A SECURITY HOLDERS
(a) On May 17, 2011, the Company held an annual meeting of its shareholders. The Companys
shareholders approved the proposals set forth below, in each case consistent with the unanimous
recommendation of the Companys Board of Directors.
(b) The following proposals are described in detail in the Companys Proxy Statement for the
2011 Annual Meeting of Shareholders, dated April 1, 2011 (the Proxy Statement). The number of
votes cast for and against, and the number of abstentions and broker non-votes, with respect to
each matter voted upon are set forth below.
Proposal One: Election of Directors. The Companys shareholders reelected all director
nominees in an uncontested election.
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Broker |
Nominee |
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For |
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Against |
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Abstain |
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Non-Votes |
Wayne G. Allcott |
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17,282,868 |
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565,588 |
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38,024 |
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888,917 |
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Paul B. Dykstra |
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17,246,816 |
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612,603 |
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27,061 |
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888,917 |
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Robert C. Krueger |
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17,725,535 |
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123,652 |
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37,293 |
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888,917 |
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Proposal Two: Ratification of Appointment of Independent Registered Public Accountants. A
proposal to ratify the appointment of Deloitte & Touche LLP as the Companys independent registered
public accountants to audit the accounts of the Company and its subsidiaries for the fiscal year
2011 was adopted with the votes shown:
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Broker |
For |
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Against |
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Abstain |
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Non-Votes |
18,591,488
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159,183
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24,726
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0 |
Proposal Three: Advisory Vote on Compensation of Named Executive Officers. A proposal
relating to a shareholder advisory vote to approve the compensation of the named executive officers
was approved with the votes shown:
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Broker |
For |
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Against |
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Abstain |
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Non-Votes |
14,996,527
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2,643,399
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246,554
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888,917 |
Proposal Four: Advisory Vote on Frequency of Shareholder Advisory Votes to Approve the
Compensation of Named Executive officers. A proposal relating to the frequency of the shareholder
advisory votes to approve the compensation of the named executive officers received a majority of
the votes cast in favor of a shareholder advisory vote every 1 YEAR with the votes shown:
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Broker |
1 Year |
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2 Years |
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3 Years |
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Abstain |
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Non-Votes |
15,521,296
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54,795
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2,072,040
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238,349
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888,917 |
(d) A majority of the votes cast by the Companys shareholders voted, on an advisory basis,
to hold an advisory vote to approve the compensation of the named executive officers every year,
which is consistent with the recommendation of the Board of Directors of the Company, as disclosed
in the Proxy Statement. The Company will include an advisory vote to approve the compensation of
the named executive officers every year until the next advisory vote on the frequency of advisory
votes on executive compensation, which will occur no later than the Companys Annual Meeting of
Shareholders in 2017.
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