Viad Corp Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>Viad Corp is holding its 2024 Annual Shareholder Meeting virtually on May 15, 2024, with proxy materials distributed on April 2, 2024.</b>

AI Summary

VIAD CORP (PRSU) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. The 2024 Annual Meeting of Shareholders for Viad Corp will be held virtually on May 15, 2024, at 8:00 a.m. CST. Shareholders can attend, vote, and submit questions online via www.virtualshareholdermeeting.com/VVI2024. Proxy materials are dated April 2, 2024, and were first made available to shareholders on or about April 2, 2024. The company is incorporated in Delaware and headquartered in Scottsdale, Arizona. The filing is a Definitive Proxy Statement (DEF 14A) under the Securities Exchange Act of 1934.

Why It Matters

For investors and stakeholders tracking VIAD CORP, this filing contains several important signals. The virtual format allows for broader shareholder participation regardless of location. Shareholder participation via proxy card is encouraged even if unable to attend the virtual meeting.

Risk Assessment

Risk Level: low — VIAD CORP shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes requiring a higher risk assessment.

Analyst Insight

Review the proxy statement for details on board nominations, executive compensation, and any shareholder proposals to inform voting decisions.

Key Numbers

• 2024 — Annual Meeting Year (2024 Annual Meeting of Shareholders)
• May 15 — Annual Meeting Date (Wednesday, May 15, 2024)
• 8:00 a.m. CST — Annual Meeting Time (8:00 a.m. CST)
• April 2, 2024 — Proxy Statement Date (This proxy statement is dated April 2, 2024)

Key Players & Entities

• VIAD CORP (company) — Filer name
• Richard H. Dozer (person) — Chairman of the Board of Directors
• Steven W. Moster (person) — President and Chief Executive Officer
• 2024 (date) — Year of Annual Meeting
• May 15, 2024 (date) — Date of Annual Meeting
• April 2, 2024 (date) — Date of Proxy Statement
• 8:00 a.m. CST (time) — Time of Annual Meeting
• DE (jurisdiction) — State of Incorporation

FAQ

Industry Context

Viad Corp operates in the business services sector, with this filing being a standard proxy statement for its annual shareholder meeting.

Regulatory Implications

The filing adheres to SEC regulations under the Securities Exchange Act of 1934, specifically Schedule 14A for proxy statements.

What Investors Should Do

1. Review the proxy statement for details on director nominees and corporate governance proposals.
2. Understand the procedures for virtual attendance and voting at the May 15, 2024 meeting.
3. Consider any shareholder proposals and the board's recommendations before casting your vote.

Key Dates

• 2024-05-15: 2024 Annual Meeting of Shareholders — Shareholders will attend virtually, vote, and submit questions.
• 2024-04-02: Proxy Statement Filing Date — Definitive Proxy Statement made available to shareholders.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine proxy statement for an annual meeting, not indicating a change from previous filings of this type.

Filing Documents

• ny20018492x1_def14a.htm (DEF 14A) — 1971KB
• logo_viad-footer.jpg (GRAPHIC) — 9KB
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• sig_rdozer.jpg (GRAPHIC) — 20KB
• sig_smoster.jpg (GRAPHIC) — 15KB
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• ny20018492x1_rdozer.jpg (GRAPHIC) — 52KB
• ny20018492x1_smoster.jpg (GRAPHIC) — 56KB
• ny20018492x1_telephone.jpg (GRAPHIC) — 9KB
• ny20018492x1_vhenkels.jpg (GRAPHIC) — 59KB
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• ny20018492x1_pc02.jpg (GRAPHIC) — 386KB
• ny20018492x1_pvp01.jpg (GRAPHIC) — 79KB
• ny20018492x1_pvp02.jpg (GRAPHIC) — 90KB
• ny20018492x1_pvp03.jpg (GRAPHIC) — 91KB
• 0001140361-24-017137.txt (&nbsp;) — 7711KB
• vvi-20240515.xsd (EX-101.SCH) — 5KB
• vvi-20240515_def.xml (EX-101.DEF) — 6KB
• vvi-20240515_lab.xml (EX-101.LAB) — 12KB
• vvi-20240515_pre.xml (EX-101.PRE) — 5KB
• ny20018492x1_def14a_htm.xml (XML) — 219KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 32 SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021 32 POST-EMPLOYMENT ARRANGEMENTS 33 EMPLOYMENT AGREEMENTS 33 GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023 34 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023 35 OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR ENDED DECEMBER 31, 2023 36 PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023 36 NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2023 37 POTENTIAL PAYMENTS UPON EMPLOYMENT TERMINATION OR CHANGE IN CONTROL 38 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 43 CEO PAY RATIO 44 PAY VERSUS PERFORMANCE 45 HEDGING AND PLEDGING 48 TABLE OF CONTENTS Page AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2023 49 PROPOSAL 2: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 52 AUDIT COMMITTEE PRE-APPROVAL POLICY 51 FEES AND SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 52 PROPOSAL 3: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION 53 GENERAL INFORMATION ABOUT THE ANNUAL MEETING 54 WHO CAN VOTE 54 BOARD RECOMMENDATIONS ON PROPOSALS 54 VOTING REQUIREMENTS 54 PARTICIPATION IN THE ANNUAL MEETING 55 VOTING YOUR PROXY 55 ELIMINATING DUPLICATIVE PROXY MATERIALS 56 OTHER BUSINESS 56 REVOKING YOUR PROXY 56 SOLICITATION OF PROXIES 56 HOW TO VOTE 56 SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS 58 AVAILABILITY OF MATERIALS 59 References to "we," "us," "our," "the Company," and "Viad" refer to Viad Corp and its subsidiaries. All references to "years," unless otherwise noted, refer to our fiscal year, which ends on December 31. TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This proxy statement contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words, and variations of words, such as "aim," "anticipate," "believe," "could," "deliver," "estimate," "expect," "intend," "may," "might," "outlook," "plan," "potential," "seek," "target," "will," and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, initiatives, 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 cata

View Full Filing

View this DEF 14A filing on SEC EDGAR