VIAD CORP
For the period ended Dec 31, 2023. Filed Mar 1, 2024.
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FY2023 · Filed Mar 1, 2024
PRSU$55.53-3.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
ial Statement Schedules
(a)
Financial Statements and Schedules
See Index to Financial Statements and Financial Statement Schedule at Item 8 of this 2023 Form 10-K.
(b)
Exhibit Index
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · PeriodEnding · Exhibit · Filing Date | ||||||
| 3.A · Restated Certificate of Incorporation of Viad Corp, as amended through July 1, 2004 (SEC File No. 001-11015; SEC Film No. 04961107). · 10-Q · 6/30/2004 · 3.A · 8/9/2004 | ||||||
| 3.B | Bylaws of Viad Corp, as amended through December 5, 2013. | 8-K | 3 | 12/9/2013 | ||
| 3.C | Certificate of Designations of 5.5% Series A Convertible Preferred Stock. | 8-K | 3.1 | 8/5/2020 | ||
| 4.A | Registration Rights Agreement, dated August 5, 2020, by and among Viad Corp, Crestview IV VC TE Holdings, LLC, Crestview IV VC Holdings, L.P., and Crestview IV VC CI Holdings, L.P. | 8-K | 4.1 | 8/5/2020 | ||
| 4.B | * | Description of Viad Corp’s Securities. | ||||
| 10.A1 | + | Form of Incentive Stock Option Agreement, effective as of August 26, 2020, pursuant to the 2017 Viad Corp Omnibus Incentive Award Plan. | 10-Q | 9/30/2020 | 10.7 | 11/6/2020 |
| 10.B1 | + | 2017 Viad Corp Omnibus Incentive Plan, amended and restated effective May 24, 2022. | 8-K | 10.1 | 5/26/2022 | |
| 10.B2 | + | Form of Management Incentive Plan (MIP) Administrative Guidelines, effective February 27, 2018, pursuant to the 2017 Viad Corp Omnibus Incentive Plan, effective as of May 18, 2017. | 10-K | 12/31/2017 | 10.B4 | 2/28/2018 |
| 10.B3 | + | Form of Management Incentive Plan, effective as of February 27, 2018, pursuant to the 2017 Viad Corp Omnibus Incentive Plan, effective as of May 18, 2017. | 10-K | 12/31/2017 | 10.B5 | 2/28/2018 |
| 10.B4 | + | Form of Restricted Stock Units Agreement, by and between Viad Corp and each of Steven W. Moster and Ellen M. Ingersoll, dated February 16, 2021. | 8-K | 10.1 | 2/17/2021 | |
| 10.B5 | + | Form of Restricted Stock Unit Agreement by and between Viad Corp and David Barry, dated March 29, 2022. | 10-Q | 3/31/2022 | 10.2 | 5/6/2022 |
| 10.B6 | + | Form of Restricted Stock Units Agreement - Non-Employee Directors (Crestview), effective as of February 24, 2022, pursuant to the 2017 Viad Corp Omnibus Incentive Plan. | 10-Q | 3/31/2022 | 10.3 | 5/6/2022 |
| 10.B7 | + | Form of Restricted Stock Units Agreement - Non-Employee Directors (Others), effective as of February 24, 2022, pursuant to the 2017 Corp Omnibus Incentive Plan. | 10-Q | 3/31/2022 | 10.4 | 5/6/2022 |
| 10.B8 | + | Form of Stock Option Agreement, effective as of August 26, 2020, pursuant to the 2017 Viad Corp Omnibus Incentive Plan. | 10-K | 12/31/2022 | 10.B9 | 2/28/2023 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · PeriodEnding · Exhibit · Filing Date | ||||||
| 10.B9 | + | Form of Restricted Stock Units Agreement, effective as of May 26, 2022, pursuant to the Amended and Restated 2017 Corp Omnibus Incentive Plan. | 10-K | 12/31/2022 | 10.B10 | 2/28/2023 |
| 10.B10 | + | Form of Restricted Stock Units Agreement, effective as of February 23, 2021, pursuant to the 2017 Corp Omnibus Incentive Plan. | 10-K | 12/31/2022 | 10.B11 | 2/28/2023 |
| 10.C1 · + · Forms of Viad Corp Executive Severance Plans (Tier I and II), amended and restated for Code Section 409A as of January 1, 2005. · 8-K · 10.B · 8/29/2007 | ||||||
| 10.C2 · + · Form of Viad Corp Executive Severance Plan (Tier I-2013) effective as February 27, 2013. · 8-K · 10.B · 3/5/2013 | ||||||
| 10.C3 | + | Amendment No. 1 to Viad Corp Executive Severance Plan (Tier I), effective as of February 26, 2014. | 8-K | 10 | 3/4/2014 | |
| 10.C4 | + | Severance Agreement (No Change in Control) between Viad Corp and Steven W. Moster, effective as of December 3, 2014. | 8-K | 10.B | 12/5/2014 | |
| 10.C5 | + | Severance Agreement (No Change in Control) between Viad Corp and David W. Barry, effective as of April 22, 2015. | 10-K | 12/31/2015 | 10.H4 | 3/11/2016 |
| 10.D1 | + | Viad Corp Supplemental Pension Plan, amended and restated as of January 1, 2005 for Code Section 409A. | 8-K | 10.A | 8/29/2007 | |
| 10.E1 | + | Viad Corp Defined Contribution Supplemental Executive Retirement Plan, effective as of January 1, 2013. | 8-K | 10.E | 3/5/2013 | |
| 10.F1 | + | Executive Officer Pay Continuation Policy adopted February 7, 2007. | 8-K | 10.A | 2/13/2007 | |
| 10.G1 | + | Viad Corp Directors’ Matching Gift Program, effective as of February 18, 1999. | 10-K | 12/31/2018 | 10.H1 | 2/27/2019 |
| 10.H1 | + | Form of Indemnification Agreement between Viad Corp and Directors of Viad Corp, as approved by Viad Corp stockholders on October 16, 1987. | 10-K | 12/31/2008 | 10.1 | 2/27/2009 |
| 10.I1 | + | Summary of Compensation Program of Non-Employee Directors of Viad Corp, effective as of February 25, 2020. | 10-K | 12/31/2020 | 10.J1 | 3/2/2021 |
| 10.J1 | Investment Agreement, dated August 5, 2020, by and among Viad Corp, Crestview IV VC TE Holdings, LLC, Crestview IV VC Holdings, L.P., and Crestview IV VC CI Holdings, L.P. | 8-K | 10.1 | 8/5/2020 | ||
| 10.J2 | Stockholders Agreement, dated August 5, 2020, by and among Viad Corp, Crestview IV VC TE Holdings, LLC, Crestview IV VC Holdings, L.P., and Crestview IV VC CI Holdings, L.P. | 8-K | 10.2 | 8/5/2020 | ||
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | PeriodEnding | Exhibit | Filing Date |
| 10.J3 | + | Form of Indemnification Agreement. | 8-K | 10.4 | 8/5/2020 |
| 10.J4 | Form of Crestview Designee Indemnification Agreement. | 8-K | 10.5 | 8/5/2020 | |
| 10.K1 | $500,000,000 Credit Agreement among Viad Corp, Bank of America, N.A., and other lenders party thereto, dated as of July 30, 2021. | 8-K | 10.1 | 8/2/2021 | |
| 10.K2 | First Amendment, among the Company, the other loan parties party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends the Credit Agreement, dated as of July 30, 2021, among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto from time to time. | 8-K | 10.1 | 3/24/2022 | |
| 10.K3 | Second Amendment, dated as of March 28, 2023, among the Company, the other loan parties thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends the Credit Agreement, dated as of July 30, 2021 (as amended by the First Amendment, dated as of March 23, 2022), among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto from time to time. | 8-K | 10.1 | 3/31/2023 | |
| 10.K4 | Third Amendment, dated as of October 6, 2023, among the Company, Brewster Inc., as a co-borrower, the other loan parties thereto, the lenders party thereto, the revolver increase lenders party thereto, the L/C issuers party thereto, the swing line lender and Bank of America, N.A., as administrative agent, which amends the Credit Agreement, dated as of July 30, 2021 (as amended by the First Amendment, dated as of March 23, 2022, and the Second Amendment, dated as of March 28, 2023), among the Company, Bank of America, N.A., as administrative agent, the swing line lender and the lenders and L/C issuers party thereto from time to time. | 8-K | 10.1 | 10/11/2023 | |
| 21 | * | List of Viad Corp Subsidiaries. | |||
| 23 | * | Consent of Independent Registered Public Accounting Firm to the incorporation by reference into specified registration statements on Form S-8 of its report contained in this Annual Report. | |||
| 24 | * | Power of Attorney signed by Viad Corp Directors. | |||
| 31.1 | * | Certification of Chief Executive Officer of Viad Corp pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 31.2 | * | Certification of Chief Financial Officer of Viad Corp pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| Incorporated by Reference | ||||||
| ExhibitNumber | Exhibit Description | Form | PeriodEnding | Exhibit | Filing Date | |
| 32.1 | ** | Certifications of Chief Executive Officer and Chief Financial Officer of Viad Corp pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97 | + * | Incentive Compensation Recoupment Policy | ||||
| 101.INS | *** | Inline XBRL Instance Document. | ||||
| 101.SCH | **** | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | **** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.LAB | **** | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE | **** | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 101.DEF | **** | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 104 | *** | Cover Page Interactive Data File | ||||
- Filed herewith.
** Furnished herewith.
*** The Inline XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document.
**** Submitted electronically herewith
- Management contract or compensation plan or arrangement.
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