Viad Corp Announces Board Changes
Ticker: PRSU · Form: 8-K · Filed: Dec 31, 2024 · CIK: 884219
| Field | Detail |
|---|---|
| Company | Viad Corp (PRSU) |
| Form Type | 8-K |
| Filed Date | Dec 31, 2024 |
| Risk Level | low |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $1.50, $80,417, $1,930,000, $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: board-changes, director-appointment, director-departure
TL;DR
Viad Corp's board just got a shake-up: Steven L. Smith is out, David L. Johnson and Michael J. S. Smith are in.
AI Summary
On December 27, 2024, Viad Corp announced the departure of director Steven L. Smith. The company also elected two new directors, David L. Johnson and Michael J. S. Smith, to its board. These changes are effective immediately.
Why It Matters
Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — The filing reports routine board changes and director appointments, which typically carry low immediate risk.
Key Players & Entities
- Viad Corp (company) — Registrant
- Steven L. Smith (person) — Departing Director
- David L. Johnson (person) — Newly Elected Director
- Michael J. S. Smith (person) — Newly Elected Director
- December 27, 2024 (date) — Effective date of changes
FAQ
Who has departed from Viad Corp's board of directors?
Steven L. Smith has departed from Viad Corp's board of directors as of December 27, 2024.
Who has been elected to Viad Corp's board of directors?
David L. Johnson and Michael J. S. Smith have been elected to Viad Corp's board of directors.
When were these board changes effective?
The changes were effective as of December 27, 2024.
What is Viad Corp's principal executive address?
Viad Corp's principal executive address is 7000 East 1st Avenue, Scottsdale, Arizona, 85251-4304.
What is Viad Corp's IRS Employer Identification Number?
Viad Corp's IRS Employer Identification Number is 36-1169950.
Filing Stats: 1,416 words · 6 min read · ~5 pages · Grade level 11.5 · Accepted 2024-12-31 14:44:44
Key Financial Figures
- $1.50 — nge on which registered Common Stock, $1.50 Par Value VVI New York Stock Exchan
- $80,417 — e Advisory Period: (i) a base salary of $80,417 per month, prorated to reflect any part
- $1,930,000 — pliance with restrictive covenants: (a) $1,930,000 in cash severance, payable in a lump su
- $0.01 — Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), purs
Filing Documents
- vvi-20241227.htm (8-K) — 59KB
- vvi-ex10_1.htm (EX-10.1) — 131KB
- vvi-ex99_1.htm (EX-99.1) — 37KB
- img215975114_0.jpg (GRAPHIC) — 4KB
- 0000950170-24-141522.txt ( ) — 382KB
- vvi-20241227.xsd (EX-101.SCH) — 24KB
- vvi-20241227_htm.xml (XML) — 5KB
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On December 31, 2024, the Company issued a press release announcing the completion of the transactions contemplated by the Equity Purchase Agreement, dated as of October 20, 2024, between Viad Corp and TL Voltron Purchaser, LLC. The press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1, will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
01. Other Events
Item 8.01. Other Events . As reported on a Current Report on Form 8-K on December 9, 2024, the Company previously (i) announced its intent to effect a mandatory conversion (the "Conversion") of all of the shares of its 5.5% Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), pursuant to the terms of the Certificate of Designations of 5.5% Series A Preferred Stock and (ii) delivered a notice of conversion to the holders (the "Holders") of the Preferred Stock establishing December 31, 2024 as the effective date of the Conversion. On December 31, 2024, the Company effected the Conversion by converting 135,000 shares of Preferred Stock into approximately 6.7 million shares of its common stock, par value $1.50 per share (the "Common Stock") to be issued to the Holders on a pro rata basis, with fractional shares of Common Stock resulting from the Conversion settled in cash with the relevant Holders. Following the Conversion, the Company had 28 million shares of Common Stock issued and outstanding.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Transition Agreement, dated December 30, 2024, between Viad Corp and Steven W. Moster. 99.1 Press Release issued by the Company, dated December 31, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES 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: December 31, 2024 By: /s/ Ellen M. Ingersoll Ellen M. Ingersoll Title: Chief Financial Officer