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

 

May 17, 2018

Date of Report (Date of earliest event reported)

 

 

Viad Corp

(Exact name of registrant as specified in its charter)

 

 

 

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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

---

 

Item 1.01Entry into a Material Definitive Agreement.

 

Effective May 18, 2018, our wholly-owned subsidiary, Brewster Inc., executed the Second Amendment to Credit Agreement and Reaffirmation of Guaranties (the “Second Amendment”) to its revolving credit facility, dated as of December 28, 2016 and amended on December 6, 2017, with BMO Harris Bank N.A. (the “Credit Facility”). BMO Harris Bank N.A. is a lender under our existing $300,000,000 credit facility (the “Viad Credit Facility”).

 

The Second Amendment increases the amount available under the Credit Facility to $30,000,000.

 

Other than in respect of the Credit Facility, the Viad Credit Facility, and an existing commercial banking relationship, neither we, nor our affiliates have any material relationships with BMO Harris Bank N.A. This description of the Amendment is qualified by reference to the full text of the Amendment, a copy of which is attached as Exhibit 4.B4 and is incorporated by reference herein.  

 

 

(a)On May 17, 2018, we held our annual meeting of shareholders (the “2018 Annual Meeting”). A total of 18,973,796 shares or 92.7% of outstanding shares of our Common Stock, were represented in person or by proxy at the 2018 Annual Meeting.

 

(b)The following proposals are described in detail in our Proxy Statement filed with the SEC on April 4, 2018. The final voting results for each of the matters submitted to a shareholder vote at the 2018 Annual Meeting are as follows:

 

Proposal One: Election of Directors. Our shareholders reelected all director nominees in an uncontested election, based on the following voting results:

 

 

Proposal Two: Ratification of Viad’s Independent Registered Public Accounting Firm for 2018. Our shareholders ratified the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 2018 fiscal year, based on the following voting results:

 

 

Proposal Three: Advisory Approval of Named Executive Officer Compensation. Our shareholders approved on an advisory basis, named executive officer compensation, based on the following voting results:

 

 

 

 

---

 

Item 9.01 Financial Statements and Exhibits.

 

 

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.