VIAD CORP
For the period ended May 15, 2024. Filed Apr 2, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2024 · Filed Apr 2, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☑ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Viad Corp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☑ | | | No fee required. |
|---|---|---|---|
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| ☐ | | | Fee paid previously with preliminary materials. |
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| ☐ | | | Fee computed on table in the exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | | Viad Corp7000 East 1st AvenueScottsdale, Arizona 85251-4304 |
April 2, 2024
Dear Fellow Shareholder:
We invite you to attend the 2024 Annual Meeting of Shareholders to be held via the internet through a virtual web conference at www.virtualshareholdermeeting.com/VVI2024 on Wednesday, May 15, 2024, at 8:00 a.m. CST. The 2024 Annual Meeting will be a completely virtual meeting of shareholders conducted via live audio webcast to enable our shareholders to participate from any location. You will be able to attend the 2024 Annual Meeting online, vote your shares electronically, and submit questions during the meeting by logging in to the website listed above using the 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are logged in when the meeting starts.
Your vote is important, and whether or not you plan to participate in the meeting, please complete and return your proxy card to designate the proxies to vote your shares.
Thank you for continuing to support our company.
| Sincerely, | | | |
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| | | ||
| Richard H. Dozer | | | Steven W. Moster |
| Chairman of the Board of Directors | | | President and Chief Executive Officer |
This proxy statement is dated April 2, 2024, and is first being made available to shareholders via the internet on or about April 2, 2024.
| | | Viad Corp7000 East 1st AvenueScottsdale, Arizona 85251-4304 |
| | NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS | |
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| Time and Date: | | | 8:00 a.m. CST, Wednesday, May 15, 2024 |
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| | | Online check-in will be available beginning at 7:45 a.m. CST. Please allow ample time for the online check-in process. | |
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| Place: | | | This year’s meeting will be held via the internet through a virtual web conference at www.virtualshareholdermeeting.com/VVI2024. |
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| | | To participate in the Annual Meeting, you will need your 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. | |
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| Record Date: | | | March 18, 2024 |
| Voting: | | | If you were a shareholder on the Record Date, you may vote at the Annual Meeting. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other matters to be voted on. |
Matters to be voted on:
| 1. | Elect the following director nominees to 3-year terms: Richard H. Dozer and Virginia L. Henkels; |
| 2. | Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; |
| 3 | Approve, on an advisory basis, the compensation of our named executive officers; and |
| 4. | Any other business that may properly come before the meeting or any adjournment thereof. |
Your vote is important! Please submit your proxy as soon as possible to ensure that your shares are represented regardless of whether you participate in the meeting. This notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information. Shareholders should access and review all proxy materials before voting.
By Order of the Board of Directors,
Jonathan A. Massimino
General Counsel and Corporate Secretary
April 2, 2024
| | | Viad Corp7000 East 1st AvenueScottsdale, Arizona 85251-4304 |
| | PROXY STATEMENT | |
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| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders on May 15, 2024: Our Notice of 2024 Annual Meeting of Shareholders, Proxy Statement, and 2023 Annual Report on Form 10-K are available at https://www.viad.com/investors/resources/annual-meeting-proxy-materials | |
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Our Board of Directors (the “Board”) is providing this Proxy Statement in connection with Viad’s 2024 Annual Meeting of Shareholders (“Annual Meeting”) to be held via the internet through a virtual web conference at www.virtualshareholdermeeting.com/VVI2024 on Wednesday, May 15, 2024, at 8:00 a.m. CST, and any adjournment or postponement thereof.
Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) are being first released or mailed on or about April 2, 2024, to all shareholders entitled to vote at the Annual Meeting. In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each record shareholder, we may furnish proxy materials by providing internet access to those documents. This Notice contains instructions on how to access our proxy materials and vote online, or in the alternative, request a paper copy of the proxy materials and a proxy card.
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