VIAD CORP (Form: 8-K)  

 


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

     
Date of Report (Date of Earliest Event Reported):   May 15, 2012

VIAD CORP
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-11015 36-1169950
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1850 N. Central Avenue, Suite 1900, Phoenix, Arizona   85004-4565
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (602) 207-1000

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Top of the Form

Item 5.07   SUBMISSION OF MATTERS TO A VOTE OF A SECURITY HOLDERS

(a) On May 15, 2012, Viad Corp (the “Company”) held an annual meeting of its shareholders.

(b) The following proposals are described in detail in the Company’s Proxy Statement for the 2012 Annual Meeting of Shareholders, dated April 13, 2012. The number of votes cast for and against, and the number of abstentions and broker non-votes, with respect to each matter voted upon are set forth below.

Proposal One: Election of Directors. The Company’s shareholders reelected all director nominees in an uncontested election.

                                 
                            Broker
Nominee   For   Against   Abstain   Non-Votes
Daniel Boggan Jr.
    12,840,002       4,998,775     15,411     854,311  
Richard H. Dozer
    12,839,171       5,000,280       14,737       854,311  
Robert E. Munzenrider
    17,506,592       333,229       14,367       854,311  

Proposal Two: Ratification of Viad’s Independent Registered Public Accountants. A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants to audit the accounts of the Company and its subsidiaries for the fiscal year 2012 was adopted with the votes shown:

                         
For   Against   Abstain   Broker Non-Votes
18,524,780
    168,390       15,329       0  

Proposal Three: Advisory Vote on Compensation of Viad’s Named Executive Officers. A proposal relating to an advisory resolution on the compensation of the Company’s named executive officers was not adopted.

                         
For   Against   Abstain   Broker Non-Votes
3,764,739
    14,069,462       19,987       854,311  

Proposal Four: Approval of Material Terms of the Performance Goals of the 2007 Viad Corp Omnibus Incentive Plan. A proposal to approve the material terms of the performance goals under the 2007 Viad Corp Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, was approved with the votes shown:

                         
For   Against   Abstain   Broker Non-Votes
16,813,579
    1,016,888       23,721       854,311  

Proposal Five: Approval of the Amended and Restated Rights Agreement. A proposal to approve the Amended and Restated Rights Agreement entered into between the Company and Wells Fargo Bank, N.A. (formerly Wells Fargo Bank Minnesota, N.A.) on February 28, 2012 was not adopted.

                         
For   Against   Abstain   Broker Non-Votes
7,745,559
    10,079,266       29,363       854,311  


Top of the Form

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
          
May 18, 2012   By:   /s/ G. Michael Latta
       
        Name: G. Michael Latta
        Title: Chief Accounting Officer - Controller