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
November 29, 2007
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) |
Registrants telephone number, including area code: (602) 207-4000
Not Applicable
(Former name or former address, if changed since last report)
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
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Item 1.01 |
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On November 29, 2007, the Board of Directors of Viad Corp (the Company) amended the compensation
program for non-employee directors to provide for an annual retainer of $25,000 for the presiding
director of the Board. A summary of the Compensation Program of Non-Employee Directors of Viad
Corp, as amended November 29, 2007, is attached hereto as Exhibit 10.A, and is incorporated herein
by reference.
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Item 5.02 |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On November 29, 2007, the Board elected, effective January 1, 2008, Richard H. Dozer as a new
director of the Company. He was elected to the class of Company directors whose terms expire at
the 2009 annual meeting of stockholders. Mr. Dozer, age 50, currently is a Managing Partner and
co-founder of CDK Partners, Phoenix, Arizona, a real estate development and investment company.
Prior thereto, he was President of the Arizona Diamondbacks, a Major League Baseball franchise,
from 1995 to 2006. From 1987 to 1995, he served as Business Manager for two years and then Vice
President and Chief Operating Officer of the Phoenix Suns, a National Basketball Association
franchise.
The Board also adopted, effective as of January 1, 2008, the Management Incentive Plan and the
Performance Unit Incentive Plan, pursuant to the 2007 Omnibus Incentive Plan, which was approved by
the stockholders at the 2007 annual meeting. A copy of the Viad Corp Management Incentive Plan and
the Performance Unit Incentive Plan, effective as of January 1, 2008, are attached hereto as
Exhibits 10.B and 10.C, respectively, and are incorporated herein by reference.
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Item 9.01 |
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FINANCIAL STATEMENTS AND EXHIBITS |
(c) Exhibits
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10.A
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Summary of Compensation Program of Non-Employee Directors of
Viad Corp, as amended November 29, 2007. |
10.B
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Copy of Viad Corp Management Incentive Plan, effective as of
January 1, 2008, pursuant to the 2007 Viad Corp Omnibus
Incentive Plan. |
10.C
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Copy of Performance Unit Incentive Plan, effective as of
January 1, 2008, pursuant to the 2007 Viad Corp Omnibus
Incentive Plan. |
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
(Registrant)
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December 5, 2007 |
By: /s/ G. Michael Latta
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G. Michael Latta |
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Vice President - Controller
(Chief Accounting Officer and
Authorized Signer) |
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