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
February 23, 2006
Date of Report (Date of earliest event reported)
VIAD CORP
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-11015
(Commission
File Number)
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36-1169950
(IRS Employer
Identification No.) |
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1850 North Central Avenue, Suite 800, Phoenix, Arizona
(Address of principal executive offices)
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85004-4545
(Zip Code) |
Registrant’s telephone number, including area code: (602) 207-4000
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 23, 2006, the Board of Directors of Viad Corp (the “Company”) approved resolutions
revising the compensation program for non-employee directors. In addition, the Board approved
resolutions amending the 1997 Viad Corp Omnibus Incentive Plan to delete Section 14, which provided
for automatic grants of stock options to non-employee directors. In addition, the Board approved an
increase in the annual base salary of Robert H. Bohannon, Chairman, President and Chief Executive
Officer of the Company, from $600,000 to $650,000. In addition, the Board approved an amended and
restated employment agreement between the Company and Mr. Bohannon with an effective date of April
1, 2006.
Copies of the 1997 Viad Corp Omnibus Incentive Plan, as amended through February 23, 2006, a
summary of the compensation program for non-employee directors, and the Amended and Restated
Employment Agreement between Viad Corp and Robert H. Bohannon, effective April 1, 2006, are
attached hereto as Exhibit 10.A, 10.B and 10.C, respectively, and are incorporated by reference
herein.
Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
The Board also approved amendments to the Bylaws of the Company, effective as of April 1,
2006, to establish the duties and responsibilities of the Chairman of the Board (Section 3.8), and
the duties and responsibilities of the President and Chief Executive Officer of the Corporation
(Article IV and Sections 3.4, 5.1, and 6.6). As reported on October 28, 2005 in the Company’s Form
8-K, effective April 1, 2006, Mr. Bohannon will turn over his responsibilities as President and
Chief Executive Officer to Paul B. Dykstra, the Company’s Chief Operating Officer. Mr. Dykstra will
serve as President and Chief Executive Officer of the Company and Mr. Bohannon will remain as the
Company’s Chairman and as a member of the Board. The amendments to the Bylaws address these
management changes. A copy of the amended and restated Bylaws, effective as of April 1, 2006, is
attached hereto as Exhibit 3 and is incorporated by reference herein.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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3
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Copy of Bylaws of Viad Corp effective as of April 1, 2006. |
10.A
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Copy of 1997 Viad Corp Omnibus Incentive Plan, as amended through
February 23, 2006. |
10.B
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Summary of Compensation Program for Non-Employee Directors of Viad Corp
as of February 23, 2006. |
10.C
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Copy of Amended and Restated Employment Agreement between Viad Corp and
Robert H. Bohannon effective as of April 1, 2006. |
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 thereunto duly authorized.
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VIAD CORP
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(Registrant) |
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February 28, 2006
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By /s/ G. Michael Latta |
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G. Michael Latta |
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Vice President – Controller |
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(Chief Accounting Officer |
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and Authorized Signer) |
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