false 0000884219 0000884219 2020-08-27 2020-08-27 0000884219 us-gaap:CommonStockMember 2020-08-27 2020-08-27 0000884219 us-gaap:PreferredStockMember 2020-08-27 2020-08-27












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2020





Viad Corp

(Exact name of registrant as specified in its charter)




Delaware   001-11015   36-1169950

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


1850 North Central Avenue,

Suite 1900,

Phoenix, Arizona

(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 (see General Instruction A.2. below):


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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, $1.50 Par Value   VVI   New York Stock Exchange
Preferred Stock Purchase Rights     New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Executive Officer Stock Option Grant

On August 27, 2020, the Human Resources Committee (the “Committee”) of the Board of Directors of Viad Corp (the “Company”) approved a Stock Option Grant Notice and Stock Option Agreement (together, the “Option Agreement”) under the 2017 Viad Corp Omnibus Incentive Award Plan (the “Plan”), pursuant to which the Company granted to Derek Linde, General Counsel and Corporate Secretary, an option to purchase 54,150 shares of the Company’s common stock (the “Option”).

The Option will vest and become exercisable as to 50% of the shares underlying the Option on each of August 27, 2021 and August 27, 2022, subject to Mr. Linde’s continued employment. Following a change in control of the Company, the Option will vest and become exercisable in full upon a termination of employment by the Company without cause, or by Mr. Linde for good reason.


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.


    Viad Corp
August 31, 2020     By:  

/s/ Leslie Striedel

        Name:   Leslie Striedel
        Title:   Chief Accounting Officer