Vice Chairman, Meredith Corporation

The Board recommends a vote FOR each of the nominees for director, as listed above. Unless you specify otherwise, the accompanying proxy will be voted FOR the nominees named above.

CORPORATE GOVERNANCE

Our Company was founded upon service to our customers and we are committed to building value for our shareholders. Our products and services continue to distinguish themselves on the basis of quality, customer service and value that can be trusted. Consistent with these principles, Meredith strives to uphold the highest standards of ethical conduct, to be a leader in corporate governance, to report results with accuracy and transparency and to maintain full compliance with the laws, rules and regulations that govern Meredith’s businesses.

Board Leadership Structure The Company’s businesses are overseen by the Board, which currently has ten members. There are two members of management on the Board and the remaining eight directors are independent. The Board has three standing committees, namely Finance/Audit, Compensation and Nominating/Governance, all of which are comprised entirely of independent directors. After the Company’s Annual Meeting in November 2017, the Nominating/Governance Committee approved the combination of the Finance and Audit Committees to form the Finance/Audit Committee. Each committee has its own charter and the chairman of each committee reports to the Board at each regular meeting. At this time, the Board believes it is in the best interests of the Company and its shareholders to separate the position of Executive

The Company’s businesses are overseen by the Board, which currently has eleven members and nine directors are independent. The Board has three standing committees, Finance/Audit, Compensation and Nominating/Governance, all of which are comprised entirely of independent directors. Each committee has its own charter and the chairman of each committee reports to the Board at each regular meeting.

At this time, the Board believes it is in the best interests of the Company and its shareholders to separate the position of Chairman and CEO.

As Chairman, Mr. Lacy sets the Board’s agenda, runs quarterly meetings, reviews all items to be presented to the Board for full approval and assembles the Board to address such other issues as necessary and appropriate. Mr. Lacy’s prior service as CEO allows him to effectively coordinate with the CEO in the fulfillment of his duties to the Company as Chairman.

As President and CEO, Mr. Harty serves as the principal executive officer of the Company and supervises and controls all of the business, policies and affairs of the Company and all other officers at the direction and under the authority of the Board and the Chairman. Mr. Harty’s prior service as President and COO provides him the foundation to effectively manage the officers of the Company and implement the long-term strategic plan of the Company.

The Board elected Ms. Frazier, an independent director under the New York Stock Exchange (“NYSE”) rules, to serve as Vice Chairman and as Chairman of the Nominating/Governance Committee. Ms. Frazier presides at the executive sessions of independent, non-management directors. Each year the Nominating/Governance Committee recommends its nominees for Chairman and CEO.

As Executive Chairman, Mr. Lacy sets the Board’s agenda, runs quarterly meetings, reviews all items to be presented to the Board for full approval and assembles the Board to address such other issues as necessary and appropriate. Mr. Lacy’s prior service as CEO allows him to effectively coordinate with the CEO in the fulfillment of his duties to the Company as Executive Chairman.

As President and CEO, Mr. Harty serves as the principal executive officer of the Company and supervises and controls all of the business, policies and affairs of the Company and all other officers at the direction and under the authority of the Board and the Executive Chairman. Mr. Harty’s prior service as President and COO provides him the foundation to effectively manage the officers of the Company and implement the long-term strategic plan of the Company.

The Board elected Ms. Frazier, an independent director under the New York Stock Exchange (“NYSE”) rules, to serve as Vice Chairman and as Chairman of the Nominating/Governance Committee. Ms. Frazier presides at the executive sessions of independent, non-management directors. Each year the Nominating/Governance Committee recommends its nominees for chairman of the Board, members and chairman for each standing committee.

As Vice Chairman, Ms. Frazier works closely with the Executive Chairman to ensure that the Board’s procedures, processes and communications reflect sound corporate governance. She chairs executive sessions of the independent, non-management directors and counsels collectively and individually with the members of the Board to utilize their individual capabilities to the Board’s best advantage. She collaborates with the Executive Chairman to organize and establish the Board agenda, works to ensure there is sufficient time for discussion of agenda items and oversees the circulation of timely and relevant information to directors. The Board believes at this time this leadership structure enhances Board effectiveness in performing its oversight role and furthers the policies and procedures of the Board.

Board’s Role in Risk Oversight Risk is an integral part of the Board and committee deliberations throughout the year. The Board is responsible for and oversees the Company’s risk management process through regular discussion of the Company’s risks with management both during and outside of regularly scheduled Board meetings. The Board considers, as appropriate, risks, among other factors, in reviewing the Company’s strategy, business plan, budgets and major transactions. Each of the Board’s committees assist the Board in overseeing the management of the Company’s risks within the areas delegated to the committee. The Company uses an enterprise risk management framework to ensure that key risk areas are identified and that oversight responsibility is assigned to the appropriate Board committee and management. Each committee has a charter that lists such committee’s designated areas of responsibility for specific risk areas that might impact the Company. Board committees make regular reports addressing risk oversight to the Board at its meetings. The full Board also receives periodic information about the Company’s risk areas and initiatives for addressing those risks. In addition, future risks are anticipated and discussed as part of the strategic planning process. At least quarterly, the Finance/Audit Committee discusses with management, corporate counsel, the Company’s Director of Internal Audit and the Company’s independent external auditor: current business trends affecting the Company that may impact risk; litigation and ethics compliance matters; risk exposures facing the Company; steps management has taken to monitor and control such risk factors (including a subcertification program in which senior and middle managers attest to review and approval of financial disclosures with respect to which they have some responsibility); and the adequacy of internal controls that could materially affect the Company’s financial statements. As part of this process, the Company’s Director of Internal Audit interviews key executives regarding business strategies and areas of risk faced by the Company and its business segments. The Chairman of the Finance/Audit Committee reports to the Board at each meeting concerning its risk oversight activities.

Risk is an integral part of the Board and committee deliberations throughout the year. The Board is responsible for and oversees the Company’s risk management process through regular discussion of the Company’s risks with management both during and outside of regularly scheduled Board meetings. The Board considers, as appropriate, risks, among other factors, in reviewing the Company’s strategy, business plan, budgets and major transactions. Each of the Board’s committees assist the Board in overseeing the management of the Company’s risks within the areas delegated to the committee. The Company uses an enterprise risk management framework to ensure that key risk areas are identified and that oversight responsibility is assigned to the appropriate Board committee and management. Each committee has a charter that lists such committee’s designated areas of responsibility for specific risk areas that might impact the Company. Board committees make regular reports addressing risk oversight to the Board at its meetings. The full Board also receives periodic information about the Company’s risk areas and initiatives for addressing those risks. In addition, future risks are anticipated and discussed as part of the strategic planning process.

At least quarterly, the Finance/Audit Committee discusses with management, corporate counsel, the Company’s Director of Internal Audit and the Company’s independent external auditor: current business trends affecting the Company that may impact risk; litigation and ethics compliance matters; risk exposures facing the Company; steps management has taken to monitor and control such risk factors (including a subcertification program in which senior and middle managers attest to review and approval of financial disclosures with respect to which they have some responsibility); and the adequacy of internal controls that could materially affect the

Company’s financial statements. As part of this process, the Company’s Director of Internal Audit interviews key executives regarding business strategies and areas of risk faced by the Company and its business segments. The Chairman of the Finance/Audit Committee reports to the Board at each meeting concerning its risk oversight activities.

The Compensation Committee oversees risks related to the Company’s compensation programs and policies and reviews management’s periodic reports on such risks. The Compensation Committee engages Willis Towers Watson & Co. (“Willis Towers Watson”) to work with the Company’s Director of Internal Audit as well as the Company’s human resources and legal departments to develop a framework to assess the specific risks associated with the Company’s compensation programs. The framework was designed to evaluate the key elements of the Company’s compensation programs to determine whether such programs could reasonably be expected to have or create a material adverse effect on the Company. As part of this framework, the Company’s pay philosophy, incentive plan designs, performance metrics and pay plan governance process were considered. Based on the results of the annual assessment, management and the Compensation Committee, with the assistance of Willis Towers Watson and the Company’s internal audit and legal advisors, have concluded that any risks associated with the Company’s compensation programs are not reasonably likely to have a material adverse effect on the Company.

Corporate Governance Guidelines The Board has adopted the Company’s Corporate Governance Guidelines (“Guidelines”), charters for each of the Board committees, the Code of Business Conduct and Ethics and the Code of Ethics for CEO and Senior Financial Officers. These documents are posted on the Investors/Corporate Governance section of the Meredith web site,

The Board has adopted the Company’s Corporate Governance Guidelines (“Guidelines”), charters for each of the Board committees, the Code of Business Conduct and Ethics and the Code of Ethics for CEO and Senior Financial Officers. These documents are posted on the Investors/Corporate Governance section of the Meredith website, www.meredith.com, and are available upon written request to the Secretary of the Company, 1716 Locust Street, Des Moines, Iowa 50309-3023.

Director Independence

Because certain members of the Meredith family, acting as a group, control more than 50% of the voting power of Meredith, the Company is a “Controlled Company” and need not comply with the requirements for a majority of independent directors or for independent compensation and nominating/corporate governance committees. Our Board has, nevertheless, determined to comply in all respects with the NYSE rules relating to non-controlled companies. The Board currently does not have any categorical standards to assist it in determining the independence of its members other than those expressly set forth in the NYSE rules.

For purposes of the NYSE listing standards, the Board has determined that each of the following directors has no material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and, accordingly, is independent:

Nominations for Director

Director nominees are selected by the Nominating/Governance Committee in accordance with the policies and principles of its charter and the Guidelines. The Committee considers independence, diversity, age, skills and experience in the context of the needs of the Board. The Committee will consider shareholder recommendations for directors that comply with the requirements set forth in “Submitting Shareholder Proposals” which appears later in this Proxy Statement. For additional information, please see “Committees of the Board” which appears later in this Proxy Statement.

Executive Sessions of Non-Management Directors

Non-management directors meet in executive session at least quarterly. The Vice Chairman of the Board presides at these executives sessions. In his or her absence, the Chair of the Nominating/Governance Committee will preside over executive sessions.

Non-management directors meet in executive session at least quarterly. The Chairman of the Nominating/Governance Committee presides at these executive sessions.

Communications with the Board

Interested parties and shareholders who wish to communicate with the Board and/or the non-management directors should address their communication to: Board of Directors, Meredith Corporation, c/o Office of the General Counsel, 1716 Locust Street,

Des Moines, Iowa 50309-3023. Mail addressed in this manner will be forwarded to the Chairman of the Board. Shareholders may also deliver such communication by telephone at (866) 457-7445 or at www.meredith.ethicspoint.com.

Interested parties and shareholders who wish to communicate with the Board and/or the non-management directors should address their communication to: Board of Directors, Meredith Corporation, c/o Office of the General Counsel, 1716 Locust Street, Des Moines, Iowa 50309-3023. Mail addressed in this manner will be forwarded to the Executive Chairman of the Board. Shareholders may also deliver such communication by telephone at (866) 457-7445 or at https://www.integrity-helpline.com/meredith.jsp.

MEETINGS AND COMMITTEES OF THE BOARD

The Board

The Board has a majority of directors who meet the criteria for independence established by the NYSE. The responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its shareholders. Directors are expected to attend Board meetings and meetings of the committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.

The Board had four regularly scheduled meetings during fiscal 2019, as did the Finance/Audit, Compensation and Nominating/Governance Committees. In addition, the Finance/Audit Committee had two special meetings, the Compensation Committee had one special meeting and the full Board had five special meetings. All directors attended more than 75% of the meetings of the full Board and the respective committees on which they served during fiscal 2019. The Company policy is that all directors are expected to attend the Annual Meeting. All directors attended the November 14, 2018 as did the Finance/Audit, Compensation and Nominating/ Governance Committees. In addition, the Finance/Audit Committee had three special meetings and the Board had nine special meetings. All current directors attended more than 75% of the meetings of the full Board and the respective committees on which they served during fiscal 2018. The Company policy is that all directors are expected to attend the Annual Meeting. All directors attended the November 8, 2017 Annual Meeting.

Director Stock Ownership

All directors are expected to own stock in the Company. Within five years from their initial appointment or election to the Board, each non-employee director is expected to own 7,500 shares of common stock or a number of shares of common stock equal to three times the value of non-employee director annual compensation, whichever is less. The value of shares for ownership purposes will be determined using a 200-day average stock price.

Restricted stock, restricted stock units (“RSUs”) and stock equivalent units (“SEUs”) count toward the required ownership but stock options do not. All of our current directors have met or exceeded, or for the directors who have been on the Board for less than five years, are on track to meet or exceed the ownership requirement. For additional information on stock ownership by our officers and directors, please see “Security Ownership of Certain Beneficial Owners and Management” in this Proxy Statement.

Committees of the Board

The Guidelines require the Board to have a Nominating/Governance Committee, an Audit Committee and a Compensation Committee and further provide that the Board may establish additional committees as necessary or appropriate. The Board has also established a Finance Committee and it was combined with the Audit Committee to form the Finance/Audit Committee following the Company’s Annual Meeting in November 2017. Each committee has its own charter setting forth the qualifications for membership on the committee and the purposes, goals and responsibilities of the committee. Each of these committees has the power to hire independent legal, financial or other advisors as it deems necessary, without consulting or obtaining the approval of any officer of the Company in advance. The charter for each committee is available on the Company’s website atwww.meredith.comby first clicking on “Investors”, then hovering over “Investors” and clicking on “Corporate Governance” in the drop down menu, and then scrolling down the page to the Committee Governance Documents and finally clicking the respective committee charter name. The charter of each committee is also available in print to any shareholder who requests it. The following table shows the current membership for each of the standing Board committees:

The Guidelines require the Board to have a

				Nominating/Governance Committee, an Audit Committee and a Compensation Committee and further provide that the Board may establish additional committees as necessary or appropriate. The Board has also established a Finance Committee and it was combined with the Audit Committee to form the
Finance/Audit Committee following the Company’s Annual Meeting in November 2017. Each committee has its own charter setting forth the qualifications for membership on the committee and the purposes, goals and responsibilities of the committee. Each of these committees has the power to hire independent legal, financial or other advisors as it deems necessary, without consulting or obtaining the approval of any officer of the Company in advance. The charter for each committee is available on the Company’s web site at www.meredith.com by first clicking on “Investors”, then hovering over “Investors” and clicking on “Corporate Governance” in the drop down menu, and then scrolling down the page to the		Compensation Committee Governance Documents and finally clicking the respective committee charter name. The charter of each committee is also available in print to any shareholder who requests it. The table below shows the current membership for each of the standing Board committees: Finance/Audit Committee   Compensation Committee Nominating/Governance Committee Donald C. Berg*   Donald A. Baer   Donald A. Baer Joel W. Johnson D. Mell Meredith Frazier D. Mell Meredith Frazier* Beth J. Kaplan D. Mell Meredith Frazier D. Mell Meredith Frazier* Paula A. Kerger   Frederick B. Henry   Frederick B. Henry Philip A. Marineau   Elizabeth E. Tallett*   Elizabeth E. Tallett Christopher Roberts III *Committee Chairman   *Committee Chairman 1. Finance/Audit Committee. The Committee is composed entirely of non-employee directors, each of whom meets the independence requirements of the NYSE listing standards, as well as the requirements of the Sarbanes-Oxley Act of 2002. Pursuant to our Finance/Audit Committee Charter, each member of the Committee, in addition to meeting the independence requirement, must be “financially literate” as contemplated under the NYSE rules. Furthermore, the Board has determined that directors Berg, Johnson, Kaplan and Marineau each meet the requirements to be named “audit committee financial experts” as the term has been defined by the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002. Pursuant to our Finance/Audit Committee Charter, each member of the Committee, in addition to meeting the independence requirement, must be “financially literate” as contemplated under the NYSE rules. Furthermore, the Board has determined that directors Berg, Kaplan, Kerger, Marineau and Roberts III each meet the requirements to be named “audit committee financial experts” as the term has been defined by the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002.   The Committee assists the Board in fulfilling its oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting practices, and legal and regulatory compliance. It is directly responsible for the appointment, compensation and oversight of the Company’s independent auditor, also referred to as “independent registered public accounting firm,” and has sole authority to appoint or replace the independent auditor. In addition, the Committee maintains, through regularly scheduled meetings, open lines of communication between the Board and the Company’s financial management, internal auditors and independent registered public accounting firm. The Committee also advises the Board with respect to corporate financial policies and procedures, the dividend policy, specific corporate financing and capital plans, and annual operating and capital budgets. It also provides financial advice and counsel to management; reviews and makes recommendations to the Board concerning acquisitions and dispositions; appoints depositories of corporate funds and specifies conditions of deposit and withdrawal; and approves corporate investment portfolios and capital expenditure requests by management within the limits established by the Board. In addition, the Committee reviews pension plan performance and approves plan documents. 2. Nominating/Governance Committee. Pursuant to the Committee’s charter, all members of this Committee are non-employee directors who meet the independence requirements of the NYSE listing standards. The Committee’s purpose is to: assist the Board by identifying individuals qualified to become Board members and recommend to the Board the director nominees for the next Annual Meeting; recommend to the Board the Corporate Governance Guidelines applicable to the Company; lead the Board in fulfilling its oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting practices and legal and regulatory compliance. It is directly responsible for the appointment, compensation and oversightannual review of the Company’s independent auditor, also referred to as “independent registered public accounting firm,” and has sole authority to appoint or replace the independent auditor. In addition, the Committee maintains, through regularly scheduled meetings, open lines of communication between the BoardCEO succession planning and the Company’s financial management, internal auditors and independent registered public accounting firm. The Committee also advises the Board with respect to corporate financial policies and procedures, dividend policy, specific corporate financing and capital plans and annual operating and capital budgets. It also provides financial advice and counsel to management, reviews and makes recommendationsBoard’s performance; recommend to the Board concerning acquisitionsany changes in non-employee director compensation and dispositions, appoints depositoriesrecommend to the Board director nominees for each committee. Nominees for directorship may be recommended by members of the Board, shareholders or other parties. The Nominating/Governance Committee has, from time to time, retained an executive recruiting firm whose function is to bring specific director candidates to the attention of the Committee. Current directors are contacted at the end of their terms concerning their willingness and intent to continue as a director. All nominees are considered in accordance with the policies and principles in the Nominating/Governance Committee Charter. The Committee is responsible for reviewing with the Board the requisite skills and characteristics of director nominees. It assesses nominees’ qualifications for independence as well as other considerations. The Committee’s first priority is to seek the most qualified and experienced candidates possible. A person considered for nomination to the Board must be a person of high integrity and ethics. While the Committee does not have a formal diversity policy, it seeks to ensure that the Board maintains an appropriate mix of experience, characteristics, skills and background to provide the Board and the Company with sound and effective input and guidance. In addition, while the Committee has not adopted a policy with respect to nominations made by shareholders, it will consider nominations that are submitted in accordance with the Company’s Bylaws. For additional information on submitting a nomination for a director, please see “Submitting Shareholder Proposals” later in this Proxy Statement. 3. Compensation Committee. Pursuant to the Committee charter, all members of corporate fundsthis Committee are non-employee directors who meet the independence requirements of the NYSE listing standards. The Committee has overall responsibility for evaluation and specifies conditionsapproval of depositofficer compensation plans, policies and withdrawalprograms. The Committee reviews and approves corporate investment portfolios and capital expenditure requests byofficers’ salaries; approves, prior to adoption, any officer or management within the limits established by the Board. In addition, the Committee reviews pension plan performance and approves plan documents. 2. Nominating/Governance Committee. Pursuant to the Committee’s charter, all members of this Committee are non-employee directors who meet the independence requirements of the NYSE listing standards. The Committee’s purpose is to: assist the Board by identifying individuals qualified to become Board members and recommend to the Board the director nominees for the next Annual Meeting; recommend to the Board the Corporate Governance Guidelines applicable to the Company; lead the Board in its annual review of CEO succession planning and the Board’s performance; recommend to the Board any changes in non-employee director compensation; and recommend to the Board director nominees for each committee. Nominees for directorship may be recommended by members of the Board, shareholdersincentive, bonus, stock plans or other parties. The Nominating/ Governance Committee has from time to time retained an executive recruiting firm whose function is to bring specific director candidates to the attention of the Committee. Current directors are contacted at the end of their terms concerning their willingness and intent to continue as a director. All nominees are considered in accordance with the policies and principles in the Nominating/Governance Committee Charter. The Committee is responsible for reviewing with the Board the requisite skills and characteristics of director nominees. It assesses nominees’ qualifications for independence as well as other considerations. The Committee’s first priority is to seek the most qualified and experienced candidates possible. A person considered for nomination to the Board must be a person of high integrity and ethics. While the Committee does not have a formal diversity policy, it seeks to ensure that the Board maintains an appropriate mix of experience, characteristics, skills and background to provide the Board and the Company with sound and effective input and guidance. In addition, while the Committee has not adopted a policy with respect to nominations made by shareholders, it will consider nominations that are submitted in accordance with the Company’s Bylaws. For additional information on submitting a nomination for a director, please see “Submitting Shareholder Proposals” later in this Proxy Statement. 3. Compensation Committee. Pursuant to the Committee charter, all members of this Committee are non-employee directors who meet the independence requirements of the NYSE listing standards. The Committee has overall responsibility for evaluation and approval of officer compensation plans, policies and programs. The Committee reviews and approves corporate officers’ salaries; approves, prior to adoption, any officer or management incentive, bonus, stock plans or agreements;agreements and administers such plans as required.   Compensation Committee Interlocks and Insider Participation All members of the Compensation Committee are independent directors. No executive officer of the Company serves on the Board or Compensation Committee of any other company for which any directors of Meredith served as an executive officer at any time during fiscal 2018. All members of the Compensation Committee are independent directors. No executive officer of the Company serves on the Board or Compensation Committee of any other company for which any directors of Meredith served as an executive officer at any time during fiscal 2019. PROPOSAL TWO – APPROVAL OF ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”) The Company is seeking an advisory vote from its shareholders with respect to compensation awarded to its NEOs for fiscal 2019. Our executive compensation program is described in detail in the Compensation Discussion and Analysis and the related compensation tables and other narrative disclosures as required by the SEC which can be found in this Proxy Statement beginning in the next section. Since the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any NEO and will not be binding on the Compensation Committee, the Board or the Company. However, the Compensation Committee, which is responsible for approving the overall design and administering the executive compensation program, values the opinions of the shareholders and will take into account the outcome of the vote when making future executive compensation decisions. The Board recommends that you approve the following resolution that will be submitted for a shareholder vote at the Annual Meeting in support of the Company’s executive compensation program: RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion which are included in the Proxy Statement for this Annual Meeting. Vote Required The affirmative vote of the holders of a majority of the voting power present in person or by proxy and entitled to vote at the Annual Meeting will be required to approve, on an advisory basis, the Company’s executive compensation program. Abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal. The Board of Directors recommends a vote FOR the approval, on an advisory basis, of this item. COMPENSATION DISCUSSION AND ANALYSIS This section discusses the principles underlying our compensation policies for our NEOs, who for fiscal 2019 were: ● Stephen M. Lacy, Executive Chairman (retired March 31, 2019) ● Thomas H. Harty, President and Chief Executive Officer ● Joseph H. Ceryanec, Chief Financial Officer ● Patrick J. McCreery, President - Local Media Group ● Jonathan B. Werther, Former President - National Media Group (departed June 10, 2019) ● John S. Zieser, Chief Development Officer, General Counsel Our executive compensation program is designed to provide total compensation that allows us to continue to retain our key executive talent, attract new executive talent when needed, and align our executives’ interests with successful execution of our business strategy and creation of value for shareholders. Executive Summary FISCAL 2019 SIGNIFICANT EVENTS AND PERFORMANCE Fiscal 2019 was a significant year for Meredith as we executed the final steps in our current leadership succession that began in fiscal 2017, made significant strides in our successful integration of the Time Inc. acquisition, and continued to deliver strong revenue growth, earnings and value for our shareholders.   TheLeadership Transition.On July 1, 2018, Mr. McCreery was appointed President - Local Media Group, succeeding Mr. Paul A. Karpowicz, who retired on June 30, 2018. On January 15, 2019, our Board of Directors announced the retirement of Mr. Lacy as our Executive Chairman, which became effective on March 31, 2019. Mr. Lacy continues as our non-executive Chairman of the Board. This represented the final step in our leadership succession plan, which included the appointment of Mr. Harty as our President and CEO in February 2018. On June 10, 2019, the Company announced that Mr. Werther, President - National Media Group, decided to leave Meredith. Fiscal 2019 Financial Highlights. Fiscal 2019 marked the first full year of owning and operating the assets acquired from Time Inc., and Meredith continues to focus on integrating what is seekingnow the largest portfolio of national media brands in the industry. During fiscal 2019, Meredith’s National Media Group delivered on many of the key elements of the acquisition thesis, including: ● Improving the print advertising performance of the acquired Time Inc. properties to Meredith’s historical levels over time. ● Raising the profit margins of the acquired digital properties to Meredith’s high levels. ● Growing consumer related revenues by leveraging Meredith’s expanded brand portfolio. These activities are diversified, mostly contractual and include magazine subscriptions, brand licensing, paid products, lead generation and affinity marketing. As an advisory voteexample, Meredith is the leading participant in the launch of Apple News+, a new digital subscription service that offers 30 Meredith magazines in an innovative, convenient and curated experience. Consumer related revenues accounted for more than 45% of Meredith’s total National Media Group revenues in fiscal 2019, up from its shareholders with respect41% in the prior year. ● Selling media assets not core to compensation awardedMeredith’s business at attractive multiples. Meredith received $430 million in fiscal 2019 related to the divestiture of the TIME, FORTUNE and Sports Illustrated brands. ● Achieving at least $550 million of annualized cost synergies by the end of fiscal 2020. Meredith has realized approximately $430 million of annualized cost synergies related to its NEOsacquisition of Time Inc. through June 30, 2019. Meredith expects to achieve an additional $135 million of annualized cost synergies in fiscal 2020, bringing the total annualized cost synergies to $565 million. Meredith’s Local Media Group continued to deliver record performance in fiscal 2019, including setting new all-time highs for political advertising and retransmission revenues. Highlights include: ● Delivering nearly 30% growth in total advertising related revenues. This was driven by strong demand for political advertising revenues, which were a record $103 million, and rapid growth in third party advertising revenues fueled by a full year of contribution from MNI Targeted Media, along with low double-digit growth in the number of monthly average unique visitors. ● Successful renewal of key distribution and network affiliation agreements. During fiscal 2018. Our2019, Meredith completed retransmission consent agreements with Cox Communications and Comcast Corporation, as well as network affiliation renewals for all of its FOX-affiliated markets. Consumer related revenues grew more than 15% in fiscal 2019. ● Launching new programming to expand Meredith’s reach. This included a new weekly television show based on the strength of Meredith’s PEOPLE brand. The new show has been well-received by audiences and advertisers alike. As a result, Meredith has committed to launching the show in daily syndication in fiscal 2020, beginning with distribution across all 12 of Meredith’s local television markets. Meredith remains committed to strong capital stewardship. Actions that Meredith took during fiscal 2019 in support of this commitment include: ● Strengthening its balance sheet by paying down $825 million of debt in fiscal 2019. ● Returning capital to shareholders through consistent and ongoing dividend increases. Meredith raised its regular stock dividend by 5.5% to $2.30 on an annualized basis in January 2019. This marked the 26th straight year of dividend increases for Meredith, which has paid an annual dividend for 72 consecutive years. From a financial standpoint, the acquisition of Time Inc. positioned Meredith on a growth track not previously realizable. Fiscal 2019 total Company revenues were $3.2 billion. Operating profit was $287 million, including $147 million of special items comprised primarily of restructuring and integration costs related to the acquisition of Time Inc., and a non-cash impairment charge related to certain trademarks. Earnings from continuing operations were $129 million. Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $706 million. Both revenue and Adjusted EBITDA are nearly double what Meredith delivered fiscal 2017 – the last full year as stand-alone Meredith. Importantly, the addition of the Time Inc. brands and businesses diversifies Meredith’s financial base. For example, consumer-related revenue – most of which is spread between tens of millions of consumers and is contractual in nature – now accounts for nearly half of Meredith’s total revenue. This is compared to one-third five years ago. At the same time, digital advertising revenue now makes up one-third of our National Media Group advertising revenue, compared to just 16% five years ago. FISCAL 2019 COMPENSATION DECISIONS AND OUTCOMES We design our executive compensation program is described in detail in the Compensation Discussionto motivate and Analysisreward achievement of critical financial and operational performance objectives, and the relatedcreation of shareholder value. Our compensation tablesdecisions and other narrative disclosuresoutcomes during fiscal 2019 reflect our commitment to this performance-based philosophy, and also demonstrate our desire to provide compensation opportunities that are competitive, allowing us to attract and retain our executives. In addition, our fiscal 2019 pay decisions reflected changes in executive roles due to both our leadership transition and the acquisition of Time Inc. ● Our NEOs received base salary increases in fiscal 2019 of up to 11% in recognition of increased roles and responsibilities due to the Time Inc. acquisition. These increases were within the context of competitive market practices. This excludes Mr. McCreery as required byhe was promoted to President - Local Media Group. ● Increases in target short-term incentive opportunities from 70% to 75% of salary were approved for Messrs. Ceryanec and Zieser. Mr. McCreery’s target short-term incentive opportunity increased from 50% to 60% due to his promotion. ● Actual short-term incentive payouts ranged from 110% to 178% of target, reflecting our actual financial and operational performance at the SEC which can be found in this Proxy Statement beginning inCompany, National Media Group and Local Media Group levels relative to goals established for the next section. Since the vote on this proposal is advisory in nature, it will not affect any compensation already paid oryear and individual performance. ● The grant value of fiscal 2019 long-term incentives awarded to any NEOour NEOs, excluding Mr. Lacy who received a smaller grant, increased by 37% on average in recognition of increased responsibilities and will not be binding on the Compensation Committee,growth in their roles. Consistent with previous years, long-term incentives were awarded in a combination of stock options, time-vested RSUs and our cash based long-term incentive plan (“Cash LTIP”). ● In August 2019, the Board or the Company. However, the Compensation Committee, which is responsible for approving the overall design and administering the executive compensation program, values the opinions of the shareholders and will take into account the outcome of the vote when making future executive compensation decisions. The Board recommends that you approve the following resolution that will be submitted foradopted a shareholder vote at the Annual Meeting inclawback policy to support of the Company’s executive compensation program: RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation paidcommitment to the Company’s NEOs, as disclosed pursuantaccuracy of its financial statements and to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion which are included in the Proxy Statement for this Annual Meeting. discourage excessive risk-taking. SHAREHOLDER APPROVAL OF FISCAL 2019 COMPENSATION Vote Required The affirmative vote of the holders of a majority of the voting power present in person or by proxy and entitled to vote at the Annual Meeting will be required to approve, on an advisory basis, the Company’s executive compensation program. Abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal. The Board of Directors recommends a vote FOR the approval, on an advisory basis, of this item. COMPENSATION DISCUSSION AND ANALYSIS This section provides information regarding the compensation program in place for our Executive Chairman, CEO, CFO and the three other most highly compensated executive officers, collectively the NEOs, for fiscal 2018. It includes information regarding, among other things, the overall objectives of our compensation program and each element of compensation we provide. ForIn fiscal 2018, our NEOs were: ● Stephen M. Lacy, Chairman and CEO (July 1, 2017 through January 31, 2018) Executive Chairman (beginning February 1, 2018) ● Thomas H. Harty, President and COO (July 1, 2017 through January 31, 2018) President and CEO (beginning February 1, 2018) ● Joseph H. Ceryanec, CFO ● Paul A. Karpowicz, President – Local Media Group ● Jonathan B. Werther, President – National Media Group ● John S. Zieser, Chief Development Officer, General Counsel Asshareholders overwhelmingly supported our executive compensation programs and practices – over 97% of June 30, 2018, Mr. Karpowicz, President – Local Media Group, retired from the Company and Mr. Patrick J. McCreery was appointed to the President – Local Media Group position. Thevotes cast were in favor of our say-on-pay proposal. Based on this strong support, our Compensation Committee (referred to in this Section as the “Committee”) reviews and approvesmaintained the compensationgeneral structure of our officers and acts pursuant to a charter that has been approved by the Board. The Committee also administers various stock and other compensation-related plans providedexecutive pay program for the benefit of our officers and other key managers. Executive Summary Our compensation program is designed to focus our NEOs on key business objectives and is tied to the financial performance of the Company. Our compensation philosophy and objectives provide the framework within which compensation programs are considered and decisions are made. Fiscal 2018 Financial Highlights - Meredith continued to aggressively execute against a number of well-defined strategic initiatives to generate growth in revenues, operating profit and earnings before interest, taxes, depreciation and amortization (“EBITDA”), and increase shareholder value over time. These included: 1. The acquisition of Time Inc., which: ● Creates an unparalleled portfolio of national media brands with greater scale and efficiency - Combined, Meredith’s brands now reach over 175 million unduplicated American consumers, including 80% of U.S. millennial women. Meredith is the No. 1 U.S. magazine operator, possessing leading positions in celebrity entertainment, food, lifestyle, parenting and home categories, as well as enhanced positions in the beauty, fashion and luxury advertising categories. ● Advances Meredith’s digital position by adding significant scale - With nearly 140 million unique visitors in the U.S., Meredith now operates the largest premium content digital network for American consumers. This includes the No. 1 position in the key categories of entertainment (People.com), food (Allrecipes.com), and lifestyle (BHG.com and MarthaStewart.com). Meredith now possesses richer and deeper proprietary data, and has greater scale in the high-growth and large video, branded content, and programmatic advertising platforms. National Media Group digital advertising revenues grew more than 50% in fiscal 2018, and represented nearly 35% of the group’s total advertising revenues. ● Provides consumer revenue diversification and growth - We expect approximately 45% of fiscal 2019 National Media Group revenues to be generated from consumer-related sources. These are high-margin revenues that are not dependent on advertising. These include subscription revenues, where our national media brands now have paid subscriptions of more than 40 million and a readership of more than 120 million. These also include affinity marketer Synapse, which we purchased as part of the acquisition of Time Inc., along with our brand licensing and e-commerce activities. ● Enhances financial scale and flexibility - Meredith anticipates generating annual cost synergies that exceed $500 million in the first two full years of combined operations after the Time Inc. acquisition. We have an excellent track record of achieving cost synergies with prior acquisitions, and are confident in our ability to optimize the cost structure of the combined business. ● Positions Meredith on a growth track not previously realizable- With the completion of this acquisition, we have set a goal to deliver $1 billion of debt reduction in fiscal 2019 and generate $1 billion of annual EBITDA in fiscal 2020. 2. Continued strong and growing contribution from our Local Media Group: ● Meredith’s portfolio of 17 high-performing television stations in 12 markets delivered record revenues in fiscal 2018. Additionally, operating profit was a record for a non-political year. ● Performance was driven by growth in retransmission revenues, along with the addition of WPCH in Atlanta and MNI Targeted Media (“MNI”), which was part of the Time Inc. acquisition. MNI offers clients targeted advertising solutions that are primarily digital and aimed at the local and regional levels. ● Revenues from the Local Media Group’s digital activities more than doubled in fiscal 2018, driven by MNI. ● Fiscal 2018 political advertising revenues of $16 million were a record for a non-political year. 3. Successful execution of asset sales to simplify and focus our National Media Group portfolio: ● Meredith closed on the sale of the Golf brand, Time Inc. UK and Meredith Xcelerated Marketing during fiscal 2018. We anticipate agreements to sell the TIME, Sports Illustrated, Fortune and Money brands, along with our 60% equity investment in Viant, to be finalized in early fiscal 2019. 4. Finally, we continued to execute our Total Shareholder Return strategy: ● Our strategy is anchored by the very consistent and strong cash flows generated by our portfolio of media assets. Cash flow from operations was $151 million in fiscal 2018. We grew our dividend by 4.8% to $2.18 on an annualized basis, in fiscal 2018. This was the 25th straight year of dividend growth and qualifies Meredith for Dividend Aristocrat status. Say-on-Pay Vote In 2017, we provided shareholders the opportunity to cast an advisory Say-on-Pay vote on our compensation programs and the compensation awarded to our NEOs. Ninety-five percent (95%) of the votes cast supported the Say-on-Pay proposal. The percentage represents an increase from the prior fiscal year’s Say-on-Pay affirmative vote of 72%. The Committee will continue to consider the results of the shareholder advisory vote and shareholder feedback when evaluating and establishing executive compensation programs and compensation levels of our NEOs for fiscal 2019.NEOs. Compensation Philosophy and Objectives Our executive compensation philosophy has the following objectives: 1. To align the interests of the NEOs with those of shareholders through performance-based compensation, which links both short and long-term compensation to business results;   2. To provide compensation opportunities that are competitive in the marketplace in which we conduct our businesses, in order to attract, retain and motivate top caliber executives; Our executive compensation philosophy has the following objectives: 1. Align the interests of the NEOs with those of shareholdersthrough performance-based compensation, which links both short and long-term compensation to business results 2. Provide compensationopportunities that are competitive in the marketplacein which we conduct our businesses in order to attract, retain and motivate top-caliber executives 3. Provide opportunities toearn greater levels of compensation if superior operating performanceand shareholder returns are achieved 4. Design incentives thatbalance the need to meet and exceed annual operating plans with the need for long-term business growthand to provide superior shareholder returns 5. Provideclear and measurable objectivesfor executive performance A Glance at How We Pay for Performance   3. To provide the opportunity to earn greater levels of compensation if superior operating performance and shareholder returns are achieved; With our philosophy and objectives as our guide, we link our executive compensation to the performance of the Company in several key and measurable ways:   4. To design incentives that balance the need to meet and exceed annual operating plans with the need for long-term business growth and to provide superior shareholder returns; and 5. To provide clear and measurable objectives for executive performance. We strive to link executive compensation to the performance of the Company. For example, our ● Our short-term incentive program deliverscreates incentives onfor the basisachievement of performance over a one-year period and is tied directly to pre-established financial, operating and individual performance. Similarly,For each NEO, 80% of the short-term incentives were based on Company and/or Group targets, and 20% were based on individual strategic objectives. ● The long-term incentive program may includeincludes grants of stock options, restricted stock, performance-based restricted stock, RSUs, performance-basedtime-vested RSUs and cashincentives under a long-term incentive plan (“our Cash LTIP”), whichLTIP. The value of the equity awards is based on value created for shareholders, while the Cash LTIP payouts are tied to specific Company performance goals. goals over multiple years. ● If the NEOs do not achieve the minimum performance requirements outlined by the Committee, they do not earn or receive incentive awards. Our compensation program for NEOs is designed to deliver a significant portion of their total compensation in variable annual cash incentives and long-term incentives subject to Company, Group and individual performance. The pie charts show the mix of target compensation for our CEO and other NEOs. In summary for fiscal 2019, our CEO and other NEOs received 78% and 70% of their compensation, respectively, in the form of variable pay. Determination of Executive Compensation Role of the Compensation Committee and Management in Compensation Decisions The Committee administers the compensation program for all officers, including the NEOs. The Committee has overall responsibility for evaluating and approving the executive compensation philosophy and the Company’s executive compensation plans, policies and programs. STEP 1 STEP 2 STEP 3 At the beginning of each fiscal year, the President and CEO provides recommendations to the Committee identifieson the compensation of the other NEOs. (He does not make recommendations on his own pay.) For fiscal 2019, the Executive Chairman also provided input on the compensation of the other NEOs. These recommendations took into consideration the competitive market pay data provided by the Committee’s independent consultant, as well as an evaluation of the NEO’s role, specific skills, abilities and experience, contributions and performance and impact in achieving Company performance. The Committee considered these recommendations together with the input of our independent compensation consultant and subsequently approved the NEOs’ compensation. All aspects of the President and CEO’s compensation are determined solely by the Committee. For fiscal 2019, the Committee also solely determined the compensation of the Executive Chairman. The Committee reviewed and approved performance metrics; establishesestablished thresholds, targets and maximums; and determinesdetermined weightings for each of the corporate, business unitCorporate, Group and individual goals for the short and long-term incentive plans. Our compensation program for NEOs is designed so that a significant portion of their total compensation will be delivered in the form of variable annual cash incentives and long-term incentives subject to Company, business unit and individual performance. In setting each compensation element, the Committee evaluates both the external market dataplans based on recommendations provided by its compensation consultant and internal pay equity considerations. The Company attempts to create a compensation program for its NEOs that delivers total compensation between the median and 75th percentile of companies in its Compensation Peer Group (“Peer Group”) as warranted by experience and underlying financial performance. As of August 2017, the Peer Group included Emmis Communications Corporation; Graham Holdings Company; iHeart Media, Inc.; Lee Enterprises, Inc.; Scripps Company; Scripps Networks Interactive; Sinclair Broadcast Group, Inc.; TEGNA Inc.; The E. W. Time Inc.; and Tribune Media Company. The Committee considers several factors for including companies in the Peer Group. Those factors include companies with similar industry profiles and business strategies, and comparable revenues and market capitalization. Due to the dynamics of the competitive marketplace, with companies being acquired, product lines divested and growth occurring through acquisitions, the Committee regularly reviews the Peer Group and makes changes to account for these events. The Committee requested Willis Towers Watson, the Committee’s outside compensation consultant, to review the Peer Group as a result of the acquisition of Time Inc. At the May 2018 meeting, the Compensation Committee reviewed and approved changes to the Peer Group for fiscal 2019. Our new Peer Group is included in the following table: Meredith Corporation Peer Group AMC Network Inc. Nexstar Media Group Inc. Discovery Communications Inc. Sinclair Broadcast Group, Inc. Graham Holdings Company The E.W. Scripps Company IAC/InterActiveCorp The Interpublic Group of Companies Lions Gate Entertainment Corporation TEGNA Inc. News Corporation Tribune Media Company In addition to publicly-filed Peer Group information, the Committee reviewed compensation survey data prepared by Willis Towers Watson. In the report, Willis Towers Watson provided data on base salary, annual non-equity incentives (bonuses), long-term incentives and total direct compensation (the sum of base salary, annual non-equity incentives and long-term incentives) for executives in comparable positions at other publicly traded companies. As part of the published survey analysis, Willis Towers Watson utilized the 2017 Executive Compensation Database and CSR General Industry Compensation Survey, and the 2017 Mercer Executive Benchmark Database.Management. These surveys included industry-specific data and data from organizations similar in revenue size to Meredith. The Elements of Our Compensation Program This section describes the elements of our compensation program for our NEOs, together with a discussion of various matters relating to those items, including a rationale for the Company’s decision to include the items in the compensation program. 1. Total Cash Compensation. Salary is included in our NEO’s compensation package because the Committee believes it is appropriate that a portion of the compensation provided to NEOs be in a form that is fixed and appropriate for the skills and experience required for the position. Performance-based cash incentives are included in the package because they permit the Committee to motivate our NEOs to pursue particular objectives the Committee believes are consistent with the overall goals and strategic direction the Board has set for the Company. The components comprising the cash portion of total compensation are described further below. A. Base Salary. Base salary for NEOs is generally determined by the Committee at its meeting in August (which is reflected in the Summary Compensation Table on page 24). Changes in base salary on a year-over-year basis are dependent on the Committee’s assessment of Company, business unit and individual performance. The Committee sets NEO salaries at the level it deems appropriate, unless a minimum salary has been specified in an employment agreement. In evaluating salaries, the Committee is mindful of its overall goal to keep target cash compensation for executive officers between the median and the 75th percentile of cash compensation paid by companies in our Peer Group. Cash compensation provided in the form of salary is less than the total amount provided under our short-term and long-term incentive programs, each of which is described below. This weighting reflects the Committee’s objective of ensuring that a substantial amount of each NEO’s total compensation is tied to Company, business unit and individual performance goals. For fiscal 2018, the Committee reviewed a competitive benchmarking analysis prepared by Willis Towers Watson on NEO compensation. In addition, Willis Towers Watson prepared a benchmarking analysis on the Executive Chairman position as the Company executed its succession plan for appointing Mr. Harty to President and CEO and appointing Mr. Lacy to Executive Chairman. Based on the Committee’s review of the benchmarking analysis, the following base salary changesrecommendations were implemented effective July 2017, with the exception of Messrs. Lacy and Harty which were effective February 2018: NEO   Fiscal 2017 ($)   Fiscal 2018 ($)   Change (%) Stephen M. Lacy     1,000,000       850,000       (15 )% Thomas H. Harty     800,000       900,000       13 % Joseph H. Ceryanec     650,000       685,000       5 % Paul A. Karpowicz     750,000       750,000       — % Jonathan B. Werther     600,000       685,000       14 % John S. Zieser     685,000       685,000       — % B. Short-Term Incentive Programs. The CEO and other executive officers are awarded annual non-equity incentives (the “Annual Incentives”) to attain established financial and overall performance targets. In establishing the Annual Incentive target awards and goals, the Committee considers several factors including: ● Financial and business-related goals which are key to the Company’s success; ● Positioning the Company for continued strategic growth including the expansion of our digital platform; ● The desire to ensure, as described above, that a substantial portion of total compensation is performance-based; ● The relative importance of the short-term and long-term performance goals; ● The qualitative objectives set for NEOs; ● The advice of the independent compensation consultant regarding compensation practices at other companies in the Peer Group; ● The target amounts set and actual incentives paid in recent years; and ● The results of the annual shareholder advisory vote on executive compensation programs. In 2018, consistent with prior years, 80% of the Annual Incentive target for each NEO was based on specific financial targets. The remaining 20% related to predetermined measurable and qualitative strategic organizational objectives. The 2018 performance objectives for the NEOs generally included the following, depending upon each officer’s role in the Company: ● Financial Objectives. Financial objectives include EPS; operating cash flow; revenue; EBITDA from acquisition activity; other cost-saving initiatives; and certain group financial measures; ● Board or CEO Evaluation of Individual Performance. Each NEO has pre-established individual non-financial objectives as a component of the Short-Term Incentive Program. In determining the NEO’s performance for these objectives, the Committee considers several factors including: ○ The impact the NEO had on developing and executing the Company’s business strategy and maximizing market share; ○ Management of the business unit’s operating performance and expenses for the fiscal year; ○ Execution against the Company’s strategic planning initiatives; and ○ Integration of acquisitions or technologies to enhance operating results. Management, including the NEOs, develops preliminary recommendations based upon the business plan for performance goals and specific financial targets. The Committee reviews management’s preliminary recommendations and establishes final goals. The Committee strives to ensure that the incentive awards aremetrics were consistent with the financial, operational and strategic goals set by the Board, that the goals arewere sufficiently ambitious to provide meaningful incentives and that amounts paid, assuming target levels of performance arewere attained, willwould be consistent with the overall NEO compensation philosophy established by the Committee. In determining performance goals and evaluating performance results, the Committee may use its discretion and judgment to ensure that management’s rewards for business performance are commensurate with their contributions, while still holding management accountable for the overall results of the business. The Committee believes that the metrics for incentive compensation plans should be specific and objective, yet recognizes that interpretation of the application of pre-established metrics to results may be necessary from time to time for certain special items, such as changes in applicable accounting rules pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”), changes in tax laws or applicable tax rates, acquisitions and divestitures, and special investments or expenditures in the Company’s operations. The Committee expects to continue to follow this multi-step process going forward, with recommendations on NEO pay being provided primarily by our President and CEO, with approval of the Committee, and the Committee having responsibility for setting our President and CEO’s pay. Role of the Compensation Consultant The Committee retained Willis Towers Watson as its independent compensation consultant to advise the Committee on matters related to executive compensation. Willis Towers Watson reports directly to the Committee for executive compensation services, and the Committee may terminate Willis Towers Watson with respect to such services. The consultant attended four Committee meetings in fiscal 2019. Willis Towers Watson was paid $101,236 for executive compensation consulting services and $2,058,349 for other consulting services, which included retirement, group benefits marketplace, global services and solutions, and healthcare. The Committee has assessed Willis Towers Watson’s independence using the SEC regulations issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In assessing Willis Towers Watson’s independence, the Committee took into account the following factors:   Each NEO’s specific objectives are weighted according ● Policies and procedures Willis Towers Watson has in place to prevent conflicts of interest; ● Any business or personal relationships between Willis Towers Watson or the extent to whichmembers of Willis Towers Watson performing consulting services for the executive is responsible for delivering results on those objectives. As a resultCommittee and members of the Time Inc. acquisition,Committee; ● Any business or personal relationships between Willis Towers Watson or members of Willis Towers Watson performing consulting services for the Committee established two discrete performance periods and metrics for company-wide objectives. The first period ran from July 1, 2017 through January 31, 2018. The second discrete performance period ran from February 1, 2018 through June 30, 2018. These changes were adopted to more effectively measure company-wide resultsany executive officer; ● Any Company stock owned by members of the combined Company going forward. Operating Group annual performance metrics for Mr. Karpowicz and Mr. Werther were unchanged as those objectives could still be tracked and measured separately from Time Inc. on a full fiscal year basis. The weightings assigned to the objectives for each NEO for fiscal 2018 are shown in the following tables: Weightings Assigned in Fiscal 2018 to Each Performance ObjectiveWillis Towers Watson performing consulting services for the NEOs for the period of July 1, 2017 through January 31, 2018Committee; Objective   Lacy   Harty   Ceryanec   Karpowicz   Werther   Zieser EPS   35%   35%   20%   20%   20%   20% Operating Cash Flow   25%   25%   20%   5%   5%   20% Company Revenue   20%   20%   20%   —   —   20% Group Operating Profit   —   —   —   25%   25%   — Group Operating Cash Flow   —   —   —   10%   10%   — Group Operating Revenue   —   —   —   20%   20%   — Development Contribution - Adjusted EBITDA   —   —   20%   —   —   20% Individual Strategic Objectives   20%   20%   20%   20%   20%   20% Weightings Assigned in Fiscal 2018 to Each Performance Objective for the NEOs for the period of February 1, 2018 through June 30, 2018 Objective   Lacy   Harty   Ceryanec   Karpowicz   Werther   Zieser Adjusted EBITDA   35%   35%   20%   25%   12.5%   20% Cost Synergies(1)   25%   25%   20%   —   12.5%   20% Company Revenue   20%   20%   20%   —   —   20% Group Operating Profit   —   —   —   25%   25%   — Group Operating Cash Flow   —   —   —   10%   10%   — Group Operating Revenue   —   —   —   20%   20%   — Development Contribution - Adjusted EBITDA   —   —   20%   —   —   20% Individual Strategic Objectives   20%   20%   20%   20%   20%   20% (1) Cost synergies are associated with the acquisition of Time Inc. Each NEO had 20% of his Annual Incentive tied to specific individual strategic performance objectives in the general categories of strategy development and execution, corporate and people development, operating initiatives, succession planning and the integration of Time Inc. The Annual Incentive payout for the NEOs ranges from 35% of base salary if the threshold levels of performance are achieved, up to 312.5% of base salary for achieving or exceeding the maximum performance level. The payouts are linear between threshold and target and between target and maximum. Based on the competitive benchmarking analysis prepared ● Other services provided by Willis Towers Watson mentioned above, Mr. Harty’s annual short-term incentive target was increased from 90% to 100%Meredith; and ● Fees paid to Willis Towers Watson as a percent of base salary when he was named President and CEO during fiscal 2018.the firm’s revenue. Based on the above factors, the Committee believes the engagement of Willis Towers Watson did not raise any conflicts of interest. Use of Comparative Data The Company’s goal is to establish a compensation program for the NEOs that provides market competitive target total compensation opportunities with actual earned compensation that is largely contingent on performance. Willis Towers Watson completes an annual analysis of our NEO pay opportunities relative to prevailing market practices, based on our peer group and information from published surveys of executive pay practices. Due to the dynamics of the competitive marketplace, with companies being acquired, product lines divested and growth occurring through acquisitions, the Committee regularly reviews the peer group used for assessing our NEO’s pay and makes changes to account for these events. Following our acquisition of Time Inc., the Committee asked Willis Towers Watson to review the existing compensation peer group at that time and provide recommendations for changes to ensure the group remained an appropriate comparator group for assessing executive pay. Willis Towers Watson’s evaluation of the peer group took into consideration factors including similar industry and business profiles, and size comparability based on revenues and market capitalization. The peer group used for purposes of setting fiscal 2019 compensation included the following companies (no changes from the peer group approved in May 2018):   At Meredith Corporation Peer Group AMC Networks Inc. Nexstar Media Group Inc. Discovery Communications Inc. Sinclair Broadcast Group, Inc. Graham Holdings Company The E.W. Scripps Company IAC/InterActiveCorp The Interpublic Group of Companies Lions Gate Entertainment Corporation TEGNA Inc. News Corporation Tribune Media Company In addition to publicly filed peer group pay information, the Committee reviewed compensation survey data reflecting industry-specific and general industry data based on companies of comparable size to Meredith, prepared by Willis Towers Watson. In their report, Willis Towers Watson provided data on base salary, annual cash incentives, long-term incentives and total direct compensation. The comparative market data provided by Willis Towers Watson represents one factor considered by the Committee when making executive pay decisions. However, the Committee considers other factors when setting executive pay including individual skills, experience, tenure, performance and internal equity.   Compensation Factors and Governance for Fiscal 2019 The Committee evaluates many factors when designing and establishing executive compensation plans and targets. The following tables outline our key practices: WHAT WE DO WHAT WE DON’T DO   Maintain an industry-specific peer group for benchmarking pay   Include tax gross-ups upon change in control in any new executed agreements Deliver executive compensation primarily through performance-based pay Allow hedging, short sales, option trading or pledging of common stock Set challenging short and long-term incentive award goals Reprice stock options Mitigate undue risk by using a cap on maximum payouts for short and long-term plans and performing an annual internal risk assessment of compensation programs Provide excessive perquisites Reward executives without a link to performance Continue stock ownership guidelines that reinforce alignment between stockholders and our executive officers Adopted a recoupment (clawback) policy for equity and incentive compensation Offer market-competitive benefits for executives that are consistent with the beginningbenefits provided to the rest of fiscal 2018,our employees Engage an independent compensation consultant reporting directly to the Committee approved the financial and qualitative metrics and goals. Throughout the year at its quarterly meetings, the Committee reviews Company and business unit financial performance results and the progress   Elements of Executive Compensation Base Salary Our NEOs’ base salaries are generally determined by the Committee at its quarterly meeting in August. Base salaries are established by taking into consideration the scope and complexity of the executive role, the executive’s skills and abilities, performance, and competitive market data. The Company’s goal is to establish a compensation program for the NEOs that provides market competitive target total compensation opportunities with actual earned compensation that is largely contingent on performance. For fiscal 2019, the Committee reviewed the competitive benchmarking analysis prepared by Willis Towers Watson on NEO compensation. Based on the Committee’s review of the benchmarking analysis, an evaluation of the larger scope and complexity of many of the executives’ roles in connection with the acquisition of Time Inc., and performance, the following base salary changes were implemented effective fiscal 2019: Executive Fiscal 2018 ($) Fiscal 2019 ($) Change (%) Stephen M. Lacy 850,000 850,000 — % Thomas H. Harty 900,000 1,000,000 11 % Joseph H. Ceryanec 685,000 750,000 10 % Patrick J. McCreery 425,000 525,000 24 % Jonathan B. Werther 685,000 750,000 10 % John S. Zieser 685,000 750,000 10 % Short-Term Incentives We have established a short-term incentive plan to provide our NEOs with competitive cash incentives for the attainment of annual financial and operational performance targets, and individual performance achievements. Our NEOs have a defined target incentive opportunity that ranges from 60% to 100% of salary. The short-term incentive payout for the NEOs ranges from 50% of target if the threshold levels of performance are achieved and up to 250% of target for achieving the maximum performance level. The payouts are linear for actual performance between threshold and target, and between target and maximum. If performance is below the threshold, no incentive is earned. In establishing the short-term incentive target award opportunities, the Committee considers several factors including: ● The desire to ensure a substantial portion of total compensation is performance-based; ● The relative importance of the NEOs toward meetingshort-term and long-term performance; ● The advice of the quantitative goals established forindependent compensation consultant regarding compensation practices at other companies in the fiscal year. At its August 2018 meeting, the Committee reviewedpeer group; ● The target amounts set and approved the fiscal 2018 performance resultsactual incentives paid in recent years; and incentive awards for each NEO. ● The results forof the period of July 1, 2017 through January 31, 2018 for company-wide metrics were:   Threshold ($) Target ($) Maximum ($) Actual Results ($) EPS(1) 1.54 1.71 1.88 1.76 Operating Cash Flow(2) 90,000,000 100,000,000 110,000,000 117,876,000 Company Revenue 927,511,600 976,328,000 1,025,144,400 939,862,000 (1) EPS is measuredannual shareholder advisory vote on a non-GAAP basis and excludes special items recorded during the fiscal year. Non-GAAP amountsexecutive compensation programs. The table below provides the established incentive ranges for our NEOs. Based on their expanded roles, competitive market data and internal equity considerations, the incentive targets for Messrs. Ceryanec and Zieser were increased in fiscal 2019 from 70% to 75% of salary. Executive Annual Incentive Range Threshold Target Maximum % of Salary Amount ($) % of Salary Amount ($) % of Salary Amount ($) Stephen M. Lacy (1) 50% 318,750 100% 637,500 250% 1,593,750 Thomas H. Harty 50% 500,000 100% 1,000,000 250% 2,500,000 Joseph H. Ceryanec 38% 281,250 75% 562,500 188% 1,406,250 Patrick J. McCreery 30% 157,500 60% 315,000 150% 787,500 Jonathan B. Werther 40% 300,000 80% 600,000 200% 1,500,000 John S. Zieser 38% 281,250 75% 562,500 188% 1,406,250 (1) Target Award reflects $850,000 prorated for nine months (through March 31, 2019). In fiscal 2019, consistent with prior years, 80% of the short-term incentive for each NEO was based on specific Company and Group financial targets. The remaining 20% related to predetermined strategic individual objectives. Each NEO’s specific financial objectives are weighted according to the extent to which the executive is responsible for delivering results on those objectives. The weightings assigned to the objectives for each NEO for fiscal 2019 are shown in the following table: Objective Lacy Harty Ceryanec McCreery Werther Zieser Earnings per Share (“EPS”) 20% 20% 20% 10% 10% 20% Adjusted EBITDA 20% 20% 20% 10% 10% 20% Company Revenue 20% 20% 20% — — 20% Cost Synergies (1) 20% 20% 20% — 20% 20% Group Operating Profit — — — 30% 20% — Group Operating Revenue — — — 30% 20% — Individual Strategic Objectives 20% 20% 20% 20% 20% 20% (1) Cost synergies are associated with the acquisition of Time Inc. Each NEO had 20% of his short-term incentive tied to specific individual strategic performance objectives. These performance objectives included the general categories of strategy development and execution, corporate and people development, operating initiatives, succession planning and the integration of Time Inc. At the beginning of fiscal 2019, the Committee approved the financial and individual metrics and goals. Throughout the year at its quarterly meetings, the Committee reviewed Company and Group financial performance results and the progress of the NEOs toward meeting the quantitative goals established for the fiscal year. At its August 2019 meeting, the Committee reviewed and approved the fiscal 2019 performance results and incentive awards for each NEO. The results for Company and Group performance are provided in the following tables:   Threshold ($) Target ($) Maximum ($) Actual Results ($) EPS (1) 3.03 3.19 3.35 3.19 Adjusted EBITDA (1) 675,000,000 750,000,000 825,000,000 705,640,000 Company Revenue 2,960,390,000 3,116,200,000 3,272,010,000 3,188,500,000 Cost Synergies (2) 307,260,000 341,400,000 375,540,000 360,600,000 (1) EPS and Adjusted EBITDA are not in accordance with GAAP (accounting principles generally accepted in the United States of America).  (2) Cash flow results are measured on a non-GAAP basis and primarily exclude capital expenditures. The results for the period of February 1, 2018 through June 30, 2018 for company-wide performance metrics were:   Threshold ($) Target ($) Maximum ($) Actual Results ($) Adjusted EBITDA(1) 215,325,000 239,250,000 263,175,000 253,990,000 Cost Synergies(2) 41,400,000 46,000,000 50,600,000 52,200,000 Company Revenue 1,291,430,000 1,359,400,000 1,427,370,000 1,307,543,000 (1) Adjusted EBITDA is measured on a non-GAAP basis and excludes special items recorded during the fiscal year. (2) Cost synergies are associated with the acquisition of Time Inc.   Threshold ($) Target ($) Maximum ($) Actual Results ($) National Media Group         Operating Profit (1) 292,590,000 325,100,000 357,610,000 230,400,000 Operating Revenue 2,159,350,000 2,273,000,000 2,386,650,000 2,326,600,000 Local Media Group         Operating Profit (1) 212,130,000 235,700,000 259,270,000 279,400,000 Operating Revenue 801,040,000 843,200,000 885,360,000 861,881,000 (1) Operating Profit is measured on a non-GAAP basis and excludes special items recorded during the fiscal year. Based on financial and operational results, and the assessment of individual performance, the Committee approved the short-term incentive payouts for the NEOs shown in the following table: Executive Financial Objectives Individual Performance Total Incentive Payout ($) % of Target ($) % of Target ($) % of Target Stephen M. Lacy (1) 668,596 131 % 127,500 100 % 796,096 125 % Thomas H. Harty 1,048,778 131 % 200,000 100 % 1,248,778 125 % Joseph H. Ceryanec 589,938 131 % 30,150 27 % 620,088 110 % Patrick J. McCreery 447,244 177 % 114,188 181 % 561,432 178 % John S. Zieser 589,938 131 % 140,625 125 % 730,563 130 % (1) Mr. Lacy received a prorated Annual Incentive through his retirement date which was measured based on actual Company results as of the end of the fiscal year. Long-Term Incentive Compensation The Committee strives to link executive compensation to the Company’s long-term performance by delivering a substantial portion of compensation in the form of long-term incentive awards. For fiscal 2019, the Committee approved awards under the Meredith Corporation 2014 Stock Incentive Plan (the “2014 Plan”) in the form of stock options, time-based RSUs and Cash LTIP. The Committee believes the use of cash and equity-based long-term incentives appropriately balances the use of cash and the dilution associated with share grants under the 2014 Plan. The Committee determines the balance between cash and equity-based long-term incentives each year. In making that assessment, the Committee considers factors such as the relative merits of cash and each form of equity award as a device for retaining and motivating the NEOs, as well as competitive market practices. Long-Term Incentive Vehicle Description Approximate % of Fiscal 2019 Long-Term Incentive Grant Cash LTIP Long-term incentive plan that provides for cash incentives based on achievement of pre-determined performance goals over a three year period. Executives can earn a threshold payout of 50% of target up to a maximum payout of 200% of target. Grants are made each year resulting in overlapping performance periods. The Cash LTIP allows the Company to effectively manage dilution associated with the acquisition2014 Plan, and provide incentives for delivering specific financial results over a multi-year time period. 40% Stock Options Annual stock option grants cliff vest on the third anniversary of Time Inc.the grant date and have a ten-year term. All stock options are granted with an exercise price equal to the closing price of Company common stock on the date of grant.   The results forStock options provide an incentive to increase our stock price and shareholder value. 25% Restricted Stock Units Annual RSU grants cliff vest on the performance metrics measured forthird anniversary of the full fiscal year of July 1, 2017 through June 30, 2018 were:   Threshold ($) Target ($) Maximum ($) Actual Results ($) Development Contribution - Adjusted EBITDA(1) 10,000,000 11,000,000 12,500,000 412,400,000 National Media Group         Operating Profit(2) 130,770,000 145,300,000 159,830,000 145,045,000 Cash Flow(3) 108,000,000 120,000,000 132,000,000 150,469,000 Revenue(2) 1,006,742,550 1,059,729,000 1,112,715,450 974,840,000 Local Media Group         Operating Profit(2) 156,600,000 174,000,000 191,400,000 186,441,000 Cash Flow(3) 166,500,000 185,000,000 203,500,000 191,967,000 Revenue(2) 614,671,850 647,023,000 679,374,150 652,134,000 (1) Development Contribution-Adjusted EBITDA includes acquisitions and/or new agreements that resultgrant date based on continued service. Dividends on RSUs are currently paid in actual incremental EBITDA for current fiscal year and forecast results for next fiscal year, and excludes special items. (2) Operating profit and revenue results are measured on a non-GAAP basis and exclude the effect of acquisitions. (3) Cash flow results are measured on a non-GAAP basis and primarily exclude capital expenditures and the effect of acquisitions.cash.   For fiscal 2018, based on financialRSUs represent a mechanism to retain our executives and operational results, the Committee approved the Annual Incentive awards for the NEOs shown in the following table:promote stock ownership, thereby aligning executive interests with shareholders. 35%     Target Award   Actual Award NEO   ($)   % of Salary   ($)    % of Target Stephen M. Lacy   1,171,875   125   2,013,243   172 Thomas H. Harty   795,000   95   1,358,412   171 Joseph H. Ceryanec   479,500   70   900,557   188 Paul A. Karpowicz   637,500   85   1,101,504   173 Jonathan B. Werther   548,000   80   702,139   128 John S. Zieser   479,500   70   900,557   188 The above award amounts include the results of the established strategic performance objectives for each NEO, which ranged from 156% to 213% of target. The table below shows the total target value of the fiscal 2019 long-term incentive compensation for each NEO, the number of stock options and RSUs granted, and each executive’s target incentive opportunity under the Cash LTIP.   2. Long-Term Incentive Compensation. The Committee strives to link executive compensation to performance by basing a substantial portion of compensation on long-term incentive awards. For fiscal 2018, the Committee approved awards under the Meredith Corporation 2014 Stock Incentive Plan (the “2014 Plan”) in the form of stock options, time-based RSUs and a multi-year performance-based cash plan. The Committee determines the appropriate balance between cash and equity compensation each year. In making that assessment, the Committee considers factors such as the relative merits of cash and each form of equity award as a device for retaining and incentivizing NEOs and the practices, as reported by the Committee’s compensation consultant, of similar companies (including peers). Executive  Target Long- Term Incentive Value ($)  Stock Options Restricted Stock Units Cash LTIP Target ($)  Shares  Grant Date Value ($) Shares  Grant Date Value ($) Stephen M. Lacy 2,000,000 42,250 511,567 13,500 708,075 800,000 Thomas H. Harty 2,500,000 52,000 629,621 16,750 878,538 1,000,000 Joseph H. Ceryanec 1,000,000 21,000 254,270 6,550 343,548 400,000 Patrick J. McCreery 400,000 10,000 121,081 2,500 131,125 150,000 Jonathan B. Werther 1,100,000 24,000 290,594 8,000 419,600 400,000 John S. Zieser 1,000,000 21,000 254,270 6,550 343,548 400,000 2017-2019 Cash LTIP Awards   A. Stock Options. Stock options vest on the third anniversary of the grant date and have a ten-year term. All stock options are granted with an exercise price equal to the closing price of Company common stock on the date of grant. Option repricing is expressly prohibited by the terms of the 2014 Plan. The Committee approved a special one-time stock option grant to all NEOs, except Mr. Karpowicz, for being instrumental in executing the Time Inc. acquisition. For the fiscal 2017-2019 Cash LTIP, awards were earned based on achieving cumulative cash flow results over the three-year performance period. The three-year cumulative cash flow result was $581,084,000 which resulted in a payout of 66% of target. The table below includes the performance range as originally established and as adjusted to account for the Time Inc. acquisition, and payouts for the NEOs based on actual results, as approved by the Committee:   Fiscal 2017-2019 Threshold Target 150% of Target Maximum Actual Awards Cumulative Cash Flow (1) $465,000,000 $515,000,000 $545,000,000 $565,000,000   Revised Cumulative Cash Flow (2) $562,000,000 $622,500,000 $659,000,000 $683,000,000 $581,084,000 Payout 50% 100% 150% 200% 66% Stephen M. Lacy (3) $587,500 $1,175,000 $1,762,500 $2,350,000 $772,820 Thomas H. Harty (4) $370,834 $741,667 $1,112,501 $1,483,334 $487,808 Joseph H. Ceryanec $162,500 $325,000 $487,500 $650,000 $213,759 Patrick J. McCreery (5) N/A N/A N/A N/A N/A Jonathan B. Werther (6) $87,500 $175,000 $262,500 $350,000 $175,000 John S. Zieser $162,500 $325,000 $487,500 $650,000 $213,759 (1)Cumulative cash flow on a non-GAAP basis. The primary difference is that cash flow for Cash LTIP is primarily reduced by capital expenditures. (2) B. Restricted Stock Units. RSUs vest on either the third or fifth anniversary (depending on the grant) of the grant date as determined by the Committee. Dividends are paid in cash. Time-based RSUs normally are granted in August and require three years of continuous employment in order for the award to vest. For more details on stock options and RSUs, see “Grants of Plan-Based Awards” on page 26 of this Proxy Statement. C. Cash LTIP. A three-year performance-based Cash LTIP is established by the Committee to further align the compensation structure for our NEOs with the goals and strategies of the organization. The Company estimates its three-year cumulative cash flow based on its current assessment of future industry and company specific factors. Cash LTIP awards are granted annually and each three-year performance period runs concurrently and requires a certain level of Company performance and continued employment in order for the award to vest. Payouts under the Cash LTIP are linear between each performance segment shown below. If the threshold level of cumulative cash flow performance is not achieved, no payout is earned under the plans. For the fiscal 2016-2018 Cash LTIP, awards were earned based on achieving cumulative cash flow results over the three-year performance period. The three-year cumulative cash flow result was $559,914,000 which is 187% of the payout percentage target. The following table includes the performance ranges and payouts for the NEOs based on actual results, as approved by the Committee: FY2016-2018 Threshold    Target       150% of Target Maximum    Actual Award    Cumulative Cash Flow(1) $463,500,000 $515,000,000 $540,800,000 $566,500,000 $559,914,000 Payout% 50%        100%       150%       200%       187%       Stephen M. Lacy $550,000 $1,100,000 $1,650,000 $2,200,000 $2,057,469 Thomas H. Harty(2) $287,500 $575,000 $862,500 $1,150,000 $1,075,495 Joseph H. Ceryanec $150,000 $300,000 $450,000 $600,000 $561,128 Paul A. Karpowicz $200,000 $400,000 $600,000 $800,000 $748,171 John S. Zieser $162,500 $325,000 $487,500 $650,000 $607,889 (1) Cumulative cash flow on a non-GAAP basis. The primary difference is that cash flow for Cash LTIP is primarily reduced by capital expenditures and excludes the effect of acquisitions in the year acquired including Time Inc.  (2) Mr. Harty’s target payout was adjusted to reflect his promotion to President and COO and to President and CEO. FY2016-2018 Threshold     Target       150% of Target  Maximum    Actual Award    Jonathan B. Werther(1) $83,333 $166,667 $250,000 $333,334 $111,111 (1) Mr. Werther’s Cash LTIP included three performance criteria, all equally weighted – Digital Profit, Better Homes & Gardens/Martha Stewart Brand Profit and Consumer Marketing Contribution. Performance was above the maximum for Digital Profit and below the minimum for the other two performance measures. For the fiscal 2017-2019 Cash LTIP, the Committee established a three-year cumulative cash flow performance objective to continue to focus the NEOs on cash generation for core and strategic business requirements. The table below outlines the Cash LTIP ranges of performance and the amounts NEOs may earn at the end of the third year: FY2017-2019 Threshold    Target      150% of Target Maximum    Cumulative Cash Flow(1) $465,000,000 $515,000,000 $545,000,000 $565,000,000 Revised Cumulative Cash Flow(2) $562,000,000 $622,500,000 $659,000,000 $683,000,000 Payout % 50%        100%     150%        200%       Stephen M. Lacy $587,500 $1,175,000 $1,762,500 $2,350,000 Thomas H. Harty(3) $370,834 $741,667 $1,112,501 $1,483,334 Joseph H. Ceryanec $162,500 $325,000 $487,500 $650,000 Paul A. Karpowicz(4) $200,000 $400,000 $600,000 $800,000 Jonathan B. Werther $87,500 $175,000 $262,500 $350,000 John S. Zieser $162,500 $325,000 $487,500 $650,000 (1) Cumulative cash flow on a non-GAAP basis. The primary difference is that cash flow for Cash LTIP is primarily reduced by capital expenditures. (2) At the August 2018 meeting, the Committee revisedincreased the cumulative cash flow to reflect the acquisition of Time Inc. for fiscal 2019 only. (3)Mr. Lacy retired effective March 31, 2019 and continued as Chairman of the Board. Per the terms of the Cash LTIP, Mr. Lacy was eligible for a payout based on the full target opportunity as a result of his retirement. Payout is based on actual performance over the full three-year performance period. (3) (4) Mr. Harty’s target payout was adjusted to reflect his promotionpromotions to President and COO and to President and CEO. (4) (5) Mr. Karpowicz retired effective June 30, 2018. According toMcCreery was not a participant in the 2017-2019 Cash LTIP. (6) Per the terms and conditions of the Cash LTIP, participants who retire from Meredith areMr. Werther is eligible for a payout based on their full target opportunity for any outstanding performance cycle. Payout will be determined based on actual performance and will occur following the end of the three-year Cash LTIP performance cycle at the same time payouts are made to other participants in the Cash LTIP.opportunity. 2018-2020 Cash LTIP Potential Awards For the fiscal 2018-2020 Cash LTIP, the Committee again established a three-year cumulative cash flow performance objective to continue to focus the NEOs on cash generation for core and strategic business requirements. The table below outlines the Cash LTIP ranges of performance and the amounts NEOs may earn at the end of the third year: Fiscal 2018-2020 Threshold Target 150% of Target Maximum Cumulative Cash Flow (1) $495,000,000 $550,000,000 $580,000,000 $605,000,000 Revised Cumulative Cash Flow (2) $846,000,000 $940,000,000 $991,000,000 $1,034,000,000 Payout 50% 100% 150% 200% Stephen M. Lacy (3) $500,000 $1,000,000 $1,500,000 $2,000,000 Thomas H. Harty (4) $420,834 $841,667 $1,262,501 $1,683,334 Joseph H. Ceryanec $162,500 $325,000 $487,500 $650,000 Patrick J. McCreery (5) N/A N/A N/A N/A Jonathan B. Werther (6) $125,000 $250,000 $375,000 $500,000 John S. Zieser $162,500 $325,000 $487,500 $650,000 (1)Cumulative cash flow on a non-GAAP basis. The primary difference is that cash flow for Cash LTIP is primarily reduced by capital expenditures. For the fiscal 2018-2020 Cash LTIP, the Committee again established a three-year cumulative cash flow performance objective to continue to focus the NEOs on cash generation for core and strategic business requirements. The table below outlines the Cash LTIP ranges of performance and the amounts NEOs may earn at the end of the third year: FY2018-2020 Threshold    Target       150% of Target Maximum    Cumulative Cash Flow(1) $495,000,000 $550,000,000 $580,000,000 $605,000,000 Revised Cumulative Cash Flow(2) $846,000,000 $940,000,000 $991,000,000 $1,034,000,000 Payout % 50%       100%      150%       200%      Stephen M. Lacy $500,000 $1,000,000 $1,500,000 $2,000,000 Thomas H. Harty $420,834 $841,667 $1,262,501 $1,683,334 Joseph H. Ceryanec $162,500 $325,000 $487,500 $650,000 Paul A. Karpowicz(3) $200,000 $400,000 $600,000 $800,000 Jonathan B. Werther $125,000 $250,000 $375,000 $500,000 John S. Zieser $162,500 $325,000 $487,500 $650,000 (1) Cumulative cash flow on a non-GAAP basis. The primary difference is that cash flow for Cash LTIP is primarily reduced by capital expenditures. (2) At the August 2018 meeting, the Committee revisedincreased the cumulative cash flow to reflect the acquisition of Time Inc. for fiscal 2019 and 2020 only. (3)Mr. Lacy retired effective March 31, 2019 and continued as Chairman of the Board. Per the terms of the Cash LTIP, Mr. Lacy will be eligible for a payout based on the full target opportunity as a result of his retirement. Payout will be based on actual performance over the full three-year performance period. (3) (4) Mr. Karpowicz retired effective June 30, 2018. AccordingHarty’s target payout was adjusted to reflect his promotion to President and CEO. (5) Mr. McCreery was not a participant in the 2018-2020 Cash LTIP. (6) Per the terms and conditions of the Cash LTIP, participants who retire from Meredith areMr. Werther is eligible for a payout based on their full target opportunity for any outstanding performance cycle. Payout will be determined based on actual performance and will occur following the end of the three-year Cash LTIP performance cycle at the same time payouts are made to other participants in the Cash LTIP.opportunity. 24 2019-2021 Cash LTIP Potential Awards For the fiscal 2019-2021 Cash LTIP, the Committee again established a three-year cumulative cash flow performance objective to continue to focus the NEOs on cash generation for core and strategic business requirements. The table below outlines the Cash LTIP ranges of performance and the amounts NEOs may earn at the end of the third year: Fiscal 2019-2021 Threshold Target 150% of Target Maximum Cumulative Cash Flow (1) $1,303,000,000 $1,447,500,000 $1,520,000,000 $1,592,000,000 Payout 50% 100% 150% 200% Stephen M. Lacy (2) $400,000 $800,000 $1,200,000 $1,600,000 Thomas H. Harty $500,000 $1,000,000 $1,500,000 $2,000,000 Joseph H. Ceryanec $200,000 $400,000 $600,000 $800,000 Patrick J. McCreery $75,000 $150,000 $225,000 $300,000 Jonathan B. Werther (3) $200,000 $400,000 $600,000 $800,000 John S. Zieser $200,000 $400,000 $600,000 $800,000 (1)Cumulative cash flow on a non-GAAP basis. The primary difference is that cash flow for Cash LTIP is primarily reduced by capital expenditures. (2)Mr. Lacy retired effective March 31, 2019 and continued as Chairman of the Board. Per the terms of the Cash LTIP, Mr. Lacy will be eligible for a payout based on the full target opportunity as a result of his retirement. Payout will be based on actual performance over the full three-year performance period. (3)Per the terms of the Cash LTIP, Mr. Werther is eligible for a payout based on target opportunity. Executive Stock Ownership Program To further align executives’ interests with shareholders, NEOs are required to own Meredith common stock. The Committee has established target levels for individual stock holdings for the participants in the program. Eligible shares for a NEO’s required ownership target include shares held in the 401(k) Plan, ESPP, restricted stock and RSUs, shares retained upon option exercises or lapsing of restrictions on restricted stock or RSUs that have vested, and shares acquired through open market share purchases. NEOs must attain the ownership requirements within a five-year period. The following table reflects each NEO’s ownership requirements and whether those stock ownership requirements have been attained:   The Committee believes that its current program for NEO compensation, in the form of cash versus equity, provides significant alignment with shareholders while also permitting the Committee to incent the NEOs to pursue specific short-term and long-term performance goals. In general, long-term incentive compensation ranges from 40% to 60% of the NEOs’ total target compensation, excluding retirement and other compensation. 3. Executive Stock Ownership Program. To further align executives’ interests with shareholders, NEOs are encouraged to own Meredith common stock. The Committee has established an Executive Stock Ownership Program to assist executives in achieving their ownership targets. The Committee has established target levels for individual stock holdings for the participants in the program. Eligible shares for a NEO’s required ownership target include shares held in the 401(k) Plan, ESPP, restricted stock and RSUs, shares retained upon option exercises or lapsing of restrictions on restricted stock or RSUs that have vested and shares acquired through open market share purchases. NEOs must attain the ownership requirements within a five-year period. Each participant is awarded RSUs equal to 20% of personal acquisitions of Meredith stock through share purchases and/or shares retained upon option exercises or lapsing of restrictions on restricted stock or RSUs that have vested since the last day of the prior calendar year. The award shares/units are capped at 20% of the NEO’s target ownership level. The incremental stock acquisitions must be held for a period of five years in order for the restrictions to lapse or award to vest. The Committee believes this program provides further incentives to the participants to focus on long-term Company performance and shareholder value.   The following table reflects each NEO’s ownership requirements and whether those stock ownership requirements have been attained:Executive Target Ownership (Shares)   Participant Target Ownership (Shares) Status Stephen M. Lacy 120,000 Met Thomas H. Harty(1) 120,000 In Progress Joseph H. Ceryanec Status Stephen M. Lacy 120,000 Met Thomas H. Harty (1) 120,000 In Progress Joseph H. Ceryanec 50,000 Met Patrick J. McCreery 50,000 In Progress Jonathan B. Werther (2) 50,000 In Progress John S. Zieser 50,000 Met Paul A. Karpowicz 50,000 Met Jonathan B. Werther 50,000 In Progress John S. Zieser 50,000 Met (1) Mr. Harty’s target ownership level increased due to his promotion to President &and CEO. He has five years to achieve his new target ownership level. On January 27, 2018, (2) Mr. Werther departed on June 10, 2019 and was in process of acquiring shares under the program. The Committee has established an Executive Stock Ownership Program to assist executives in achieving their ownership targets. Each participant is awarded RSUs equal to 20% of personal acquisitions of Meredith stock through share purchases and/or shares retained upon option exercises or lapsing of restrictions on restricted stock or RSUs that have vested since the last day of the prior calendar year. The award shares or units are capped at 20% of the NEO’s target ownership level. The incremental stock acquisitions must be held for a period of five years in order for the associated awards to vest. The Committee believes this program provides further incentives to the participants to focus on long-term Company performance and shareholder value. On February 2, 2019, the following participants received matching RSUs pursuant to the Executive Stock Ownership Program: Executive Eligible Shares RSUs Granted Stephen M. Lacy (1) 24,905 3,365 Thomas H. Harty 15,059 3,012 Joseph H. Ceryanec (2) 3,421 — Patrick J. McCreery 10,702 2,140 Jonathan B. Werther (3) 1,978 396 John S. Zieser (2) 3,053 — (1) Mr. Lacy’s award was capped as this award brought him to the Executive Stock Ownership Program: Participant   Eligible Shares   RSUs Granted Stephen M. Lacy   2,340   468 Thomas H. Harty   7,941   1,588 Joseph H. Ceryanec(1)   8,224   — Paul A. Karpowicz(1)   7,308   — Jonathan B. Werther   1,804   361 John S. Zieser(1)   2,456   — (1) Messrs,maximum number of RSUs available to him under the program. (2) Messrs. Ceryanec Karpowicz and ZiesserZieser previously received all restricted stockRSU grants available under the program. (3) Mr. Werther departed on June 10, 2019 and was in process of acquiring shares under the program.   4. Perquisites. The NEOs receive various perquisites provided by or paid for by the Company. These perquisites include financial planning services, memberships in social and professional clubs, matching contributions to the 401(k) plan, car allowances, personal use of aircraft and premiums for life and disability insurance. The Company provides perquisites to attract and retain executives in a competitive market. These perquisites also allow our NEOs to be effective in conducting day-to-day business by creating and maintaining important business relationships. Change in Control and Severance Benefits   Change in control and severance benefits are a customary component of executive compensation which are used to reinforce and encourage executives’ continued attention and dedication without the distraction of the possibility of a change in control or loss of employment. We provide change in control and severance benefits through severance and employment agreements with our NEOs. See “Potential Payments upon Termination” in this Proxy Statement for additional information. Deferred Compensation The Meredith Corporation Deferred Compensation Plan (“DCP”) is a nonqualified deferred compensation plan that allows certain employees, including our NEOs, to defer receipt of salary, cash incentive payments and shares of restricted stock. Participants may defer up to 100% of base salary over $280,000 and 90% of incentive payments, provided total annual compensation exceeds $280,000 after deferrals. When awards of restricted stock or RSUs are deferred, shares are deferred as SEUs. The deferred amounts are credited to accounts established for participants. The DCP has investment alternatives that are comparable to the funds offered in the Company’s 401(k) Plan. Additionally, participants can elect to defer their compensation as SEUs. SEUs are not voted in shareholder meetings and dividends are reinvested. The Company does not provide DCP matching contributions to the individual accounts of our NEOs. Each participant is fully vested in his or her deferrals in the plan. Participants have an unsecured contractual commitment for the Company to pay the amounts due under the DCP. At the time a participant makes a deferral election, he or she must elect when the amount attributable to such deferral election is to be distributed and whether such amount is to be paid in a lump sum or annual installments. Participants can schedule distributions to be paid while employed or upon separation from service, subject to any required waiting period. This benefit is provided to permit employees to accumulate financial resources on a tax deferred basis in an effort to support their financial wellbeing. The DCP permits them to do this while also receiving investment gains/losses on deferred amounts. The provision of this benefit is important as a retention and recruitment tool because many of the companies with which the Company competes for executive talent provide a similar plan to their senior employees. Employee Retirement Income Plan, Replacement Benefit Plan and Supplemental Benefit Plan We maintain separate qualified defined benefit plans for union and non-union employees, as well as two nonqualified supplemental pension plans covering certain non-union employees. The NEOs are covered under the non-union plan (Employees’ Retirement Income Plan), the Replacement Benefit Plan and the Supplemental Benefit Plan. The amount of annual earnings that may be considered in calculating benefits under the Employees’ Retirement Income Plan is limited by law. For calender year 2019, the annual limitation is $280,000. The Replacement Benefit Plan is an unfunded nonqualified plan that provides an amount substantially equal to the difference between the amount that would have been payable under the Employees’ Retirement Income Plan in the absence of legislation limiting pension benefits and earnings that may be considered in calculating pension benefits and the amount actually payable under the Employees’ Retirement Income Plan. The Supplemental Benefit Plan is an unfunded nonqualified plan. The purpose of the Supplemental Benefit Plan is to provide for NEOs the excess, if any, of the benefits they would have become entitled to under our prior defined benefit plan if it had continued in effect after August 31, 1989. The Committee believes that the Employees’ Retirement Income Plan, Replacement Benefit Plan and Supplemental Benefit Plan serve a critically important role in the retention of senior executives, as benefits thereunder increase each year that these executives remain with the Company. The plans thereby encourage our senior executives to continue their work on behalf of the Company and our shareholders. Perquisites The NEOs receive various perquisites provided by or paid for by the Company. These perquisites include financial planning services, memberships in social and professional clubs, car allowances, personal use of aircraft and premiums for life and disability insurance. The Company provides perquisites to attract and retain executives in a competitive market. These perquisites also allow our NEOs to be effective in conducting day-to-day business by creating and maintaining important business relationships. The Committee reviews the perquisites provided to the NEOs on a regular basis to ensure that they continue to be appropriate in light of the Committee’s overall goal of designing compensation programs for NEOs that align with the interests of our shareholders.   5. Deferred Compensation. The Deferred Compensation Plan (“DCP”) allows certain employees, including the NEOs, to defer receipt of salary and/or incentive payments. The DCP has investment alternatives that are comparable to the funds offered in the Company’s 401(k) plan. Additionally, participants can elect to defer their compensation as SEUs. SEUs are not voted in shareholder meetings and dividends are reinvested. The Company does not provide DCP matching contributions to the individual accounts of our NEOs. Participants may defer up to 100% of base salary over $275,000 and 90% of incentive payments, provided total annual compensation exceeds $275,000 after deferrals. The deferred amounts are credited to accounts established for participants. Each participant is fully vested in the portions attributed to his or her deferral of salary and bonus. Participants have an unsecured contractual commitment for the Company to pay the amounts due under the DCP. At the time a participant makes a deferral election, he or she must elect when the amount attributable to such deferral election is to be distributed and whether such amount is to be paid in a lump sum or annual installments. Participants can schedule distributions to be paid while employed or upon separation from service, subject to any required waiting period. When awards of restricted stock and RSUs are earned and vested, we also provide the opportunity to defer as SEUs, subject to Internal Revenue Service (“IRS”) regulations. This benefit is provided because the Company wishes to permit employees to defer their obligation to pay taxes on certain elements of compensation they are entitled to receive. The DCP permits them to do this while also receiving investment gains/losses on deferred amounts. The provision of this benefit is important as a retention and recruitment tool because many, if not all, of the companies with which the Company competes for executive talent provide a similar plan to their senior employees. Treatment of Special Items In determining performance goals and evaluating performance results, the Committee may use its discretion and judgment to ensure that management’s rewards for business performance are commensurate with their contributions to that performance while still holding management accountable for the overall results of the business to the extent permitted by governing law. The Committee believes that the metrics for incentive compensation plans should be specific and objective, yet recognizes that interpretation of the application of pre-established metrics to results may be necessary from time to time for certain special items, such as changes in applicable accounting rules pursuant to GAAP, changes in tax laws or applicable tax rates, acquisitions and divestitures and special investments or expenditures in the Company’s operations. Due to the Time Inc. acquisition, the Committee approved two discrete performance periods for company-wide financial measures for the Annual Incentive as described starting on page 16. The Committee also approved measuring the three-year cumulative cash flow performance excluding the Time Inc. acquisition for the fiscal 2016-2018 Cash LTIP award. Adjusting the other two outstanding Cash LTIP award metrics (fiscal 2017-2019 and fiscal 2018-2020) was discussed by the Committee in fiscal 2018 but not formalized and approved until August 2018. Compensation Consultant Under its Charter, the Committee may engage the services of outside advisors, experts and others to assist the Committee. In accordance with this authority, the Committee has retained an independent executive compensation consultant, Willis Towers Watson, to advise the Committee on all matters related to executive compensation. The consultant attended four Committee meetings in fiscal 2018. Willis Towers Watson reports directly to the Committee for executive compensation services and the Committee may terminate Willis Towers Watson with respect to such services. Services performed by Willis Towers Watson for executive compensation consulting were under the direction and approval of the Committee. In fiscal 2018, Willis Towers Watson was paid $101,639 for executive compensation consulting services, $163,898 for actuarial services and $121,723 for merger-related activities, for a total of $387,260. The Committee has assessed Willis Towers Watson’s independence using the SEC regulations issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In assessing Willis Towers Watson’s independence, the Committee took into account the following factors: Compensation Risk Assessment   ● Policies and procedures Willis Towers Watson has in place to prevent conflicts of interest; The Committee reviewed a risk assessment related to our employee compensation program at our August 2018 meeting. The Compensation Committee concluded that our compensation programs encourage and reward prudent business judgment and appropriate risk taking over the short term and the long term, and include features such as including award caps, multiple performance metrics, balance between short-term and long-term compensation and share ownership guidelines, that mitigate excessive risk taking. A new compensation clawback policy was also adopted after the risk assessment was conducted.   ● Any business or personal relationships between Willis Towers Watson or the members of Willis Towers Watson performing consulting services for the Committee and members of the Committee; The Committee does not believe any of the Company’s compensation programs create risks that are reasonably likely to have a material adverse impact on the Company.   ● Any business or personal relationships between Willis Towers Watson or members of Willis Towers Watson performing consulting services for the Committee and any executive officer; Compensation Clawback Policy   ● Any company stock owned by members of Willis Towers Watson performing consulting services for the Committee; In August 2019, the Board adopted a clawback policy for all current and former executive officers, and other employees designated by the Board, to support the Company’s commitment to the accuracy of its financial statements and to discourage excessive risk-taking. Pursuant to the policy, if the Company is required to prepare a material accounting restatement resulting from material noncompliance with financial reporting requirements, the Board may require reimbursement or forfeiture of any excess incentive compensation received by a covered executive. In addition, if the Board determines that a covered executive has engaged in certain specified misconduct or was grossly negligent in his or her failure to manage or monitor the conduct of others engaged in misconduct, the Board may require reimbursement or forfeiture of any incentive compensation received by such covered executive, and any time-vested equity-based awards that were either granted or vested during the three-year recoupment period. The incentive compensation recoverable in the case of an accounting restatement will be the excess incentive compensation received by the covered executive based on the erroneous data as compared with the incentive compensation that otherwise would have been received by the covered executive based on the restated results and in the case of misconduct the amount will be determined by the Board based on a reasonable estimate.   ● Other services provided by Willis Towers Watson to Meredith; and Tax Deductibility of Compensation - Section 162(m) Compliance   ● Fees paid to Willis Towers Watson as a percent of the firm’s revenue. Based on the above factors, the Committee believes the engagement of Willis Towers Watson did not raise any conflicts of interest. Tax Deductibility of Compensation - Section 162(m) Compliance In designing our compensation programs, we take into account the various tax, accounting and disclosure rules. Nonetheless, the Committee has awarded compensation that is not fully tax deductible when it believes that doing so is in the best interests of our shareholders and reserves the right to do so in the future. Due to changes in U.S. tax law as a part of tax reform legislation last December, the opportunity to design programs that are fully tax-deductible for our NEOs has effectively been eliminated.  Starting in fiscal 2019, compensation above $1 million paid to our named executive officers is not tax-deductible for federal income tax purposes subject to a grandfathering exception noted below. For fiscal 2018 and prior periods, all compensation paid to our chief financial officer and any compensation paid to other named executive officers that qualifies as “performance-based compensation” under Section 162(m) of the Internal Revenue Code (“IRC”) is fully tax-deductible. These exceptions are not available beginning in fiscal 2019. We anticipate that compensation attributable to equity awards granted prior to November 2, 2017 and settled in a later fiscal year (and certain other arrangements) will continue to be tax-deductible under the grandfathered rule. However, it is unclear to what extent our existing cash incentive awards will be deductible going forward. On August 21, 2018, the IRS issued initial guidance regarding its interpretation of the grandfathering rule noted above, and we are considering In designing our compensation programs, we take into account the various tax, accounting and disclosure rules. Nonetheless, the Committee has awarded compensation that is not fully tax deductible when it believes that doing so is in the best interests of our shareholders and reserves the right to do so in the future. Due to changes in U.S. tax law as a part of tax reform legislation in December 2017, the opportunity to design programs that are fully tax-deductible for our NEOs has effectively been eliminated. Starting in fiscal 2019, compensation above $1 million paid to our NEOs is not tax-deductible for federal income tax purposes subject to a grandfathering exception noted below. For fiscal 2018 and prior periods, all compensation paid to our CFO and any compensation paid to other NEOs that qualifies as “performance-based compensation” under Section 162(m) of the Internal Revenue Code (“IRC”) and the related tax reform grandfathering rules is fully tax-deductible. These exceptions are not available beginning in fiscal 2019. We anticipate that compensation attributable to equity awards granted prior to November 2, 2017 and settled in a later fiscal year will continue to be tax-deductible under the grandfathered rule. Beginning in fiscal 2019, base pay and all cash incentive plans are subject to the $1 million cap on deductibility without any eligibility for grandfathering. On August 21, 2018, the IRS issued initial guidance regarding its interpretation of the grandfathering rule noted above, and we are evaluating the impact of this guidance with respect to prior awards. There is no guarantee that compensation payable to our NEOs pursuant to any of the Company’s compensation programs will ultimately be deductible by the Company.   Practices Regarding the Grant of Options The Committee has generally followed a practice of making option grants to its executive officers at its regular quarterly meeting in August. The August meeting date historically has occurred within four weeks after the issuance of the release reporting earnings for the previous fiscal year. The Committee believes it is appropriate that annual awards be made at a time when material information regarding performance for the preceding year has been disclosed. Grants may be made at other times during the year in connection with promotions or as a tool to attract talent. We do not have any program, plan or practice to time annual option grants to our executives, directors or other employees in coordination with the release of material non-public information. All option awards made to our non-employee directors, NEOs and other employees in fiscal 2018 were made in accordance with the 2014 Plan. All stock options are granted with an exercise price equal to at least the fair market value of our common stock on the date of grant. Fair market value has been defined by the Committee to be the closing market price of our common stock on the date of grant. Post-Termination Compensation 1. Severance Agreements. We have entered into a severance agreement with each of the NEOs. These agreements provide for payments and other benefits if the officer’s employment terminates for a qualifying event or circumstance, such as being terminated “Without Cause” or leaving employment for “Good Reason,” as these terms are defined in the severance agreement. Additional information regarding the severance agreement, including a definition of key terms and quantification of benefits that would have been received by our NEOs had termination occurred on June 30, 2018, is found under “Payment Obligations upon Termination Due to Change in Control” on page 37 of this Proxy Statement. The Committee believes that these severance agreements are an important part of overall compensation for our NEOs and that these agreements help secure the continued employment and dedication of our NEOs, notwithstanding any concern they might have regarding their own continued employment prior to or following a change in control. The Committee also believes that these agreements are important as a recruitment and retention device, given the competitive market for executive talent. 2. Employment Agreements. We have entered into employee agreements with all of the NEOs. Refer to “Potential Payments upon Termination” on page 30 for further details. 3. Employees’ Retirement Income Plan, Replacement Benefit Plan and Supplemental Benefit Plan. We maintain separate qualified defined benefit plans for union and non-union employees, as well as two nonqualified supplemental pension plans covering certain non-union employees. The NEOs are covered under the non-union plan (Employees’ Retirement Income Plan), the Replacement Benefit Plan and the Supplemental Benefit Plan. The amount of annual earnings that may be considered in calculating benefits under the Employees’ Retirement Income Plan is limited by law. For 2018, the annual limitation is $275,000. The Replacement Benefit Plan is an unfunded plan that provides an amount substantially equal to the difference between the amount that would have been payable under the Employees’ Retirement Income Plan in the absence of legislation limiting pension benefits and earnings that may be considered in calculating pension benefits and the amount actually payable under the Employees’ Retirement Income Plan. The Supplemental Benefit Plan is an unfunded nonqualified plan. The purpose of the Supplemental Benefit Plan is to provide for NEOs the excess, if any, of the benefits they would have become entitled to under our prior defined benefit plan if it had continued in effect after August 31, 1989. The Committee believes that the Employees’ Retirement Income Plan, Replacement Benefit Plan and Supplemental Benefit Plan serve a critically important role in the retention of senior executives, as benefits thereunder increase each year that these executives remain with the Company. The plans thereby encourage our most senior executives to continue their work on behalf of the Company and our shareholders. COMPENSATION COMMITTEE REPORT We, the Compensation Committee of the Board of Directors of Meredith Corporation, have reviewed and discussed the Compensation Discussion and Analysis set forth above with management of the Company and, based upon such review and discussion, have recommended to the Board of Directors the inclusion of the Compensation Discussion and Analysis in this Proxy Statement and, through incorporation by reference from this Proxy Statement, in the Company’s Annual Report on Form 10-K for the year ended June 30, 2018. We, the Compensation Committee of the Board of Directors of Meredith Corporation, have reviewed and discussed the Compensation Discussion and Analysis set forth above with management of the Company and, based upon such review and discussion, have recommended to the Board of Directors the inclusion of the Compensation Discussion and Analysis in this Proxy Statement and, through incorporation by reference from this Proxy Statement, in the Company’s Annual Report on Form 10-K for the year ended June 30, 2019.     COMPENSATION COMMITTEE   Elizabeth E. Tallett, Chair   Donald A. Baer   D. Mell Meredith Frazier   Frederick B. Henry    NAMED EXECUTIVE OFFICER COMPENSATION During fiscal 2019, Messrs. Lacy, Harty, Ceryanec, McCreery, Werther and Zieser were employed pursuant to agreements with the Company. A more complete description of those agreements begins on page 34 of this Proxy Statement. The salary for each of the NEOs is set according to the terms of such employment agreement or at the discretion of the Compensation Committee. Each NEO is entitled to participate in all employee benefit plans maintained by the Company, including the 2014 Plan. In addition, customary perquisites are provided to each of the NEOs. Many elements affect the change in the pension value from year to year, including age, years of service, pay increase, annuity conversion rate change and/or discount rate change. Specifically, the assumed annuity conversion rate may produce unexpected changes from year to year. During fiscal 2018, Messrs. Lacy, Harty, Ceryanec, Karpowicz, Werther and Zieser were employed pursuant to agreements with the Company. A more complete description of those agreements begins on page 30 of this Proxy Statement. The salary for each of the NEOs is set according to the terms of such employment agreement or at the discretion of the Compensation Committee. Each NEO is entitled to participate in all employee benefit plans maintained by the Company, including the 2014 Plan. In addition, customary perquisites are provided to each of the NEOs. Many elements affect the change in the pension value from year to year, including age, years of service, pay increase, annuity conversion rate change and/or discount rate change. Specifically, the assumed annuity conversion rate may produce unexpected changes from year to year. Summary Compensation Table for Fiscal 20182019 Name and Principal Position   Year   Salary ($)   Stock Awards ($)(1)   Option Awards ($)(2)   Non-Equity Incentive Plan Compensation ($)(3)   Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)   All Other Compensation ($)(5)   Total ($) Stephen M. Lacy,   2018   938,270   1,089,458   1,932,766   4,070,712   5,469,822   224,022   13,725,050 Executive Chairman   2017   1,038,462   1,274,812   718,833   3,773,020   3,108,288   205,018   10,118,433     2016   1,000,000   1,111,660   697,909   3,311,624   2,337,935   182,561   8,641,689 Thomas H. Harty,   2018   841,154   801,046   1,491,291   2,433,907   1,260,580   173,422   7,001,400 President and CEO   2017   824,616   589,984   310,085   1,891,520   859,808   636,682   5,112,695     2016   760,000   519,339   246,952   1,355,406   1,130,857   108,766   4,121,320 Joseph H. Ceryanec,   2018   685,000   379,900   1,098,610   1,461,685   715,516   106,886   4,447,597 CFO   2017   615,385   359,720   187,930   1,281,908   524,609   110,581   3,080,133     2016   590,000   462,759   193,267   1,136,677   666,889   104,759   3,154,351 Paul A. Karpowicz,   2018   750,000   466,900   230,420   1,849,675   1,680,714   134,965   5,112,674 President - Local Media Group   2017   763,462   441,715   234,913   1,497,389   1,209,558   128,731   4,275,768     2016   725,000   597,012   246,952   1,512,512   1,111,560   102,596   4,295,632 Jonathan B. Werther, President - National Media Group   2018   685,000   313,880   867,890   813,250   282,394   51,247   3,013,661 John S. Zieser,   2018   685,000   379,900   1,098,610   1,508,446   1,144,052   105,205   4,921,213 Chief Development Officer, General   2017   699,039   359,720   187,930   1,315,368   817,415   102,265   3,481,737 Counsel   2016   665,000   462,759   193,267   1,195,401   1,324,551   101,621   3,942,599   (1) Stock awards are reported at the aggregate grant date fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718,Compensation -Stock Compensation (“Topic 718”). Assumptions used in the calculation of these amounts are included in Note 12 to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2018 Name and Principal Position Fiscal Year Salary ($) Stock Awards ($)(1) Option Awards ($)(2) Non-Equity Incentive Plan Compensation ($)(3) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) All Other Compensation ($)(5) Total ($) Stephen M. Lacy, 2019 637,500 887,867 511,567 1,568,916 3,968,378 183,186 7,757,414 Executive Chairman (6) 2018 938,270 1,089,458 1,932,766 4,070,712 5,469,822 224,022 13,725,050   2017 1,038,462 1,274,812 718,833 3,773,020 3,108,288 205,018 10,118,433 Thomas H. Harty, 2019 1,000,000 1,039,469 629,621 1,736,586 2,699,534 199,053 7,304,263 President and CEO 2018 841,154 801,046 1,491,291 2,433,907 1,260,580 173,422 7,001,400   2017 824,616 589,984 310,085 1,891,520 859,808 636,682 5,112,695 Joseph H. Ceryanec, 2019 750,000 343,548 254,270 833,847 1,318,253 97,727 3,597,645 CFO 2018 685,000 379,900 1,098,610 1,461,685 715,516 106,886 4,447,597   2017 615,385 359,720 187,930 1,281,908 524,609 110,581 3,080,133 Patrick J. McCreery, President - Local Media Grp 2019 525,000 245,465 121,081 561,432 472,155 46,817 1,971,950 Jonathan B. Werther, 2019 709,616 440,758 290,594 760,168 443,494 1,537,098 4,181,728 President - National Media Group (7) 2018 685,000 313,880 867,890 813,250 282,394 51,247 3,013,661 John S. Zieser, 2019 750,000 343,548 254,270 944,322 2,291,254 102,729 4,686,123 Chief Development Officer, General Counsel 2018 685,000 379,900 1,098,610 1,508,446 1,144,052 105,205 4,921,213   2017 699,039 359,720 187,930 1,315,368 817,415 102,265 3,481,737 (1) Stock awards are reported at the aggregate grant date fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718,Compensation - Stock Compensation(“Topic 718”). Assumptions used in the calculation of these amounts are included in Note 13 to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2019 (“Form 10-K”). (2) Option awards in this column are reported at the aggregate grant date fair value in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 (2) Option awards in this column are reported at the aggregate grant date fair value in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 13 to the Company’s audited financial statements included in the Form 10-K. (3) Included in this column for each NEO are the awards earned for each three-year performance period of the Cash LTIP and each earned Annual Incentive. The Cash LTIP awards vest on the last day of the three-year performance period and are paid out after the Compensation Committee certifies the results of the three-year performance period. The Annual Incentive awards are paid out after the Compensation Committee certifies the results of the fiscal year period. The awards earned under the fiscal 2016-2018 Cash LTIP are as follows: Lacy-$2,057,469, Harty-$1,075,495, Ceryanec-$561,128, Karpowicz-$748,171, Werther-$111,111 and Zieser-$607,889.The awards earned under the fiscal 2015-2017 Cash LTIP are as follows: Lacy-$1,500,675, Harty-$636,650, Ceryanec-$409,275, Karpowicz-$477,488 and Zieser-$443,381. The awards earned under the fiscal 2014-2016 Cash LTIP are as follows: Lacy-$1,188,092, Harty-$432,033, Ceryanec-$324,025, Karpowicz-$378,029 and Zieser-$351,027. (3) Included in this column for each NEO are the awards earned for each three-year performance period of the Cash LTIP and each earned Annual Incentive. The Cash LTIP awards vest on the last day of the three-year performance period and are paid out after the Compensation Committee certifies the results of the three-year performance period. The Annual Incentive awards are paid out after the Compensation Committee certifies the results of the fiscal year period. The awards earned under the fiscal 2017-2019 Cash LTIP are as follows: Lacy-$772,820, Harty-$487,808, Ceryanec-$213,759, Werther-$175,000 and Zieser-$213,759. The awards earned under the fiscal 2016-2018 Cash LTIP are as follows: Lacy-$2,057,469, Harty-$1,075,495, Ceryanec-$561,128, Werther-$111,111 and Zieser-$607,889. The awards earned under the fiscal 2015-2017 Cash LTIP are as follows: Lacy-$1,500,675, Harty-$636,650, Ceryanec-$409,275 and Zieser-$443,381. The Annual Incentive payouts for fiscal 2019 are as follows: Lacy-$796,096, Harty-$1,248,778, Ceryanec-$620,088, McCreery-$561,432, Werther-$585,168 and Zieser-$730,563. The Annual Incentive payouts for fiscal 2018 are as follows: Lacy-$2,013,243, Harty-$1,358,412, Ceryanec-$900,557, Karpowicz-$1,101,504, Werther-$702,139 and Zieser-$900,557. The Annual Incentive payouts for fiscal 2017 are as follows: Lacy-$2,272,345, Harty-$1,254,870, Ceryanec-$872,633, Karpowicz-$1,019,901 and Zieser-$871,987. The Annual Incentive payouts for fiscal 2016 are as follows: Lacy-$2,123,532, Harty-$923,373, Ceryanec-$812,652, Karpowicz-$1,134,483 and Zieser-$844,374. (4) The amounts for 2018 shown in this column represent the change in pension value measured from June 30, 2017 to June 30, 2018. The following assumptions were used to calculate the prior year’s present values: Measurement date – June 30, 2017; discount rate – Employees’ Retirement Income Plan, 3.35%; Replacement Benefit Plan, 3.10%; Supplemental Benefit Plan, 3.70%; interest crediting rate – Employees’ Retirement Income Plan, 2.85%; Replacement Benefit Plan, 2.60%; Supplemental Benefit Plan, 3.20%; annuity conversion rate – 3.85% (unless specified by employment agreement); annuity conversion mortality – 2017 IRS Prescribed 417(e)(3) Unisex; retirement age – 65; compensation and benefit limits – 2017 levels; salary increases – none; and pre-retirement decrements – none. The increases in pension value shown in the table are due to increases in final average earnings, continued service accruals and reduced discounting (due to aging). These factors are partially offset by increases in discount rates. (5) Amounts in this column for fiscal 2018 are as follows: Lacy-$2,013,243, Harty-$1,358,412, Ceryanec-$900,557, Werther-$702,139 and Zieser-$900,557. The Annual Incentive payouts for fiscal 2017 are as follows: Lacy-$2,272,345, Harty-$1,254,870, Ceryanec-$872,633 and Zieser-$871,987. (4) The amounts for 2019 shown in this column represent the change in pension value measured from June 30, 2018 to June 30, 2019. The following assumptions were used to calculate the prior year’s present values: Measurement date – June 30, 2018; discount rate – Employees’ Retirement Income Plan, 4.00%; Replacement Benefit Plan, 3.80%; Supplemental Benefit Plan, 4.15%; interest crediting rate – Employees’ Retirement Income Plan, 3.50%; Replacement Benefit Plan, 3.30%; Supplemental Benefit Plan, 3.65%; annuity conversion rate – 4.25% (unless specified by employment agreement); annuity conversion mortality – 2018 IRS Prescribed 417(e)(3) Unisex; retirement age – 65; compensation and benefit limits – 2018 levels; salary increases – none; and pre-retirement decrements – none. The increases in pension value shown in the table are due to decreases in the discount rates, increases in final average earnings, continued service accruals and reduced discounting (due to aging). (5) Amounts in this column for fiscal 2019 include for all NEOs: Club membership dues, professional fees, reimbursement for tax preparation and financial planning, life insurance premiums, personal aircraft use, annual auto allowance of $11,050 plus fuel less mileage reimbursed as business expense and Company contributions to the 401(k) Plan in the amount of $12,263 for each NEO. Column for fiscal 2018 includes dividends on restricted stock awards and RSUs which are not included in the grant date fair value as follows: Lacy-$142,672, Harty-$83,057, Ceryanec-$65,872, Karpowicz-$65,972, Werther-$24,054 and Zieser-$50,907. Amounts in this column for fiscal 2017 include for all NEOs: Club membership dues, professional fees, reimbursement for tax preparation and financial planning, life insurance premiums, annual auto allowance of $11,050 plus fuel less mileage reimbursed as business expense and Company contributions to the 401(k) Plan in the amount of $11,375$12,488 for each NEO. Column for fiscal 20172019 includes dividends on restricted stock awards and RSUs which are not included in the grant date fair value as follows: Lacy-$148,877,132,561, Harty-$84,031,108,461, Ceryanec-$67,720, Karpowicz-55,811, McCreeery-$67,40112,205, Werther-$37,906 and Zieser-$51,693.48,664. Mr. HartyWerther also includes payouts (or accrued payouts) under his separation agreement of $1,475,000. See “Potential Payments upon Termination” for more information. Amounts in this column for fiscal 2018 include for all NEOs: Club membership dues, professional fees, reimbursement for tax preparation and financial planning, life insurance premiums, personal aircraft use, annual auto allowance of $11,050 plus fuel less mileage reimbursed as business expense and Company contributions to the 401(k) Plan in the amount of $12,263 for each NEO. Column for fiscal 2018 includes dividends on restricted stock awards and RSUs which are not included in the grant date fair value as follows: Lacy-$142,672, Harty-$83,057, Ceryanec-$65,872, Werther-$24,054 and Zieser-$50,907. Amounts in this column for fiscal 2017 include for all NEOs: Club membership dues, professional fees, reimbursement for tax preparation and financial planning, life insurance premiums, annual auto allowance of $11,050 plus fuel less mileage reimbursed as business expense and Company contributions to the 401(k) Plan in the amount of $11,375 for each NEO. Column for fiscal 2017 includes dividends on restricted stock awards and RSUs which are not included in the grant date fair value as follows: Lacy-$148,877, Harty-$84,031, Ceryanec-$67,720 and Zieser-$51,693. Mr. Harty also includes relocation expenses of $519,729 paid by the Company in fiscal 2017.  (6) Mr. Lacy’s compensation includes what he was paid as Executive Chairman through March 31, 2019 and does not include what he was paid as a Chairman of the Board starting April 1, 2019. (7) On June 10, 2019, the Company in fiscal 2017. Amounts in this column for fiscal 2016 include for all NEOs: Club membership dues, professional fees, reimbursement for tax preparation and financial planning, life insurance premiums, annual auto allowance of $11,050 less mileage reimbursed as business expense and Company contributionsannounced that Mr. Werther decided to the 401(k) Plan in the amount of $10,600 for each NEO. Column for fiscal 2016 includes dividends on restricted stock awards and RSUs which are not included in the grant date fair value as follows: Lacy-$134,151, Harty-$77,023, Ceryanec-$64,323, Karpowicz-$66,067 and Zieser-$54,924. leave Meredith.   Awards   The Grants of Plan-Based Awards table provides additional detail about the equity and non-equity awards shown in the Summary Compensation Table. The Compensation Committee granted awards during fiscal 2018 as shown in the following table to each of the NEOs pursuant to the 2014 Plan. RSUs were awarded by the Compensation Committee on August 8, 2017. Each RSU will vest in its entirety on the third anniversary of the grant date. The Committee also granted stock options on August 8, 2017 to each NEO. Each option granted will become exercisable in its entirety on the third anniversary of the grant date. The January 27, 2018 awards of RSUs were made pursuant to the 2014 Plan, subject to the Executive Stock Ownership Program which is described in detail beginning on page 19 of this Proxy Statement. The February 2, 2018 awards of stock options were granted to all NEOs, except Mr. Karpowicz, as a special one-time grant for being instrumental in executing the Time Inc. acquisition. For additional information on equity awards, please see “The Elements of Our Compensation Program” under Compensation Discussion and Analysis on page 14. At the beginning of fiscal 2019 as shown in the following table to each of the NEOs pursuant to the 2014 Plan. RSUs were awarded by the Compensation Committee on August 21, 2018. Each RSU will vest in its entirety on the third anniversary of the grant date. The Committee also granted stock options on August 21, 2018 to each NEO. Each option granted will become exercisable in its entirety on the third anniversary of the grant date. The February 2, 2019 awards of RSUs were made pursuant to the 2014 Plan, subject to the Executive Stock Ownership Program, which is described in detail beginning on page 25 of this Proxy Statement. For additional information on equity awards, please see “Elements of Executive Compensation” under Compensation Discussion and Analysis on page 20. At the beginning of fiscal 2019, the Compensation Committee established performance-based non-equity incentive awards for each of the NEOs. The incentives earned by the NEOs are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table.   Grants of Plan-Based Awards for Fiscal 20182019         Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)                 Name   Grant Date   Threshold ($)   Target ($)   Maximum ($)   All Other Stock Awards: Number of Shares of Stock or Units(2)(3)   All Other Option Awards: Number of Securities Underlying Options(4)   Exercise Price of Option Awards ($/Sh.)(5)   Grant Date Fair Value of Stock and Option Awards ($)(6) Lacy   8/8/2017   585,937   1,171,875   2,929,688                     8/8/2017   500,000   1,000,000   2,000,000                     8/8/2017                   59,000   58.00   604,212     8/8/2017               18,250           1,058,500     1/27/2018               468           30,958     2/2/2018                   93,000   57.85   1,328,554 Harty   8/8/2017   397,500   795,000   1,987,500                     8/8/2017   420,834   841,667   1,683,334                     8/8/2017                   41,000   58.00   419,876     8/8/2017               12,000           696,000     1/27/2018               1,588           105,046     2/2/2018                   75,000   57.85   1,071,415 Ceryanec   8/8/2017   239,750   479,500   1,198,750                     8/8/2017   162,500   325,000   650,000                     8/8/2017                   18,000   58.00   184,336     8/8/2017               6,550           379,900     2/2/2018                   64,000   57.85   914,274 Karpowicz   8/8/2017   318,750   637,500   1,593,750                     8/8/2017   200,000   400,000   800,000                     8/8/2017                   22,500   58.00   230,420     8/8/2017               8,050           466,900 Werther   8/8/2017   274,000   548,000   1,370,000                     8/8/2017   125,000   250,000   500,000                     8/8/2017                   15,000   58.00   153,613     8/8/2017               5,000           290,000     1/27/2018               361           23,880     2/2/2018                   50,000   57.85   714,277 Zieser   8/8/2017   239,750   479,500   1,198,750                     8/8/2017   162,500   325,000   650,000                     8/8/2017                   18,000   58.00   184,336     8/8/2017               6,550           379,900     2/2/2018                   64,000   57.85   914,274   (1) The threshold, target and maximum annual non-equity incentive awards that could be earned during the year ended June 30, 2018 are shown on the first line next to each NEO’s name. The actual amounts of the awards were determined by the Compensation Committee based on the level achieved with respect to each NEO’s individual incentive plan and are reported in the Summary Compensation Table. Individual incentive plans may include EPS, operating cash flow, revenue or other measurements. The threshold, target and maximum 2018-2020 Cash LTIP awards that could be earned by each NEO, if certain performance levels are achieved over a three-year performance period (July 1, 2017 to June 30, 2020), are listed on the second line. The awards do not vest until June 30, 2020     Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)         Name Grant Date Threshold ($) Target ($) Maximum ($) All Other Stock Awards: Number of Shares of Stock or Units(2)(3) All Other Option Awards: Number of Securities Underlying Options(4) Exercise Price of Option Awards ($/Sh.)(5) Grant Date Fair Value of Stock and Option Awards ($)(6) Lacy 8/7/2018 318,750 637,500 1,593,750           8/7/2018 400,000 800,000 1,600,000           8/21/2018         42,250 52.45 511,567   8/21/2018       13,500     708,075   2/2/2019       3,365     179,792 Harty 8/7/2018 500,000 1,000,000 2,500,000           8/7/2018 500,000 1,000,000 2,000,000           8/21/2018         52,000 52.45 629,621   8/21/2018       16,750     878,538   2/2/2019       3,012     160,931 Ceryanec 8/7/2018 281,250 562,500 1,406,250           8/7/2018 200,000 400,000 800,000           8/21/2018         21,000 52.45 254,270   8/21/2018       6,550     343,548 McCreery 8/7/2018 157,500 315,000 787,500           8/7/2018 75,000 150,000 300,000           8/21/2018         10,000 52.45 121,081   8/21/2018       2,500     131,125   2/2/2019       2,140     114,340     Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)         Name Grant Date Threshold ($) Target ($) Maximum ($) All Other Stock Awards: Number of Shares of Stock or Units(2)(3) All Other Option Awards: Number of Securities Underlying Options(4) Exercise Price of Option Awards ($/Sh.)(5) Grant Date Fair Value of Stock and Option Awards ($)(6) Werther 8/7/2018 300,000 600,000 1,500,000           8/7/2018 200,000 400,000 800,000           8/21/2018         24,000 52.45 290,594   8/21/2018       8,000     419,600   2/2/2019       396     21,158 Zieser 8/7/2018 281,250 562,500 1,406,250           8/7/2018 200,000 400,000 800,000           8/21/2018         21,000 52.45 254,270   8/21/2018       6,550     343,548 (1) The threshold, target and maximum annual non-equity incentive awards that could be earned during the year ended June 30, 2019 are shown on the first line next to each NEO’s name. The actual amounts of the awards were determined by the Compensation Committee based on the level achieved with respect to each NEO’s individual incentive plan and are reported in the Summary Compensation Table. Individual incentive plans may include EPS, operating cash flow, revenue or other measurements. The threshold, target and maximum fiscal 2019-2021 Cash LTIP awards that could be earned by each NEO, if certain performance levels are achieved over a three-year performance period (July 1, 2018 to June 30, 2021), are listed on the second line. The awards do not vest until June 30, 2021 and are subject to continued employment. If threshold performance levels are not achieved, the awards will be canceled. (2) The August 8, 2017 grants of RSUs shown in this column will vest in full on the third anniversary of the grant date. Dividends are paid in cash. (3) The January 27, (2) The August 21, 2018 grants of RSUs shown in this column will vest in full on the third anniversary of the grant date. Dividends are paid in cash. (3) The February 2, 2019 grants of RSUs for Messrs. Lacy, Harty, McCreery and Werther were awarded under the Executive Stock Ownership Plan which is designed to encourage increased Company stock holdings by executives. Target levels of individual stock holdings are established by the Compensation Committee for participants in the program. Each participant receives an annual award of RSUs equal to 20% of his or her personal acquisition of Company stock. The incremental stock holdings must be maintained for a period of five years in order for the units to vest. The units awarded are subject to forfeiture prior to vesting which occurs on the fifth anniversary of the date of grant. Dividends are paid in cash. (4) The August 8, 2017 and February 2, (4) The August 21, 2018 grants of stock options listed in this column will vest in full on the third anniversary of the grant date and will expire on the tenth anniversary of the grant date. The February 2, 2018 grants of stock options were granted to all NEOs, except Mr. Karpowicz, as a special one-time grant for being instrumental in executing the Time Inc. acquisition. (5) The exercise price equals the closing price of the Company’s common stock on the NYSE on the date of grant. (6) The value of RSUs is based on the fair market value of the Company’s common stock on the date of grant. The estimated value of stock options is calculated using the Black-Scholes option valuation model. For a description of the assumptions used to calculate the amounts, see Note 13 to the Company’s audited financial statements included in the Form 10-K. (6) The value of RSUs is based on the fair market value of the Company’s common stock on the date of grant. The estimated value of stock options is calculated using the Black-Scholes option valuation model. For a description of the assumptions used to calculate the amounts, see Note 12 to the Company’s audited financial statements included in the Form 10-K. Outstanding Equity Awards at Fiscal Year-End 20182019 The following table discloses outstanding equity awards as of June 30, 2018, for each NEO.         Option Awards   Stock Awards Name   Grant Date   Number of Securities Underlying Unexercised Options – Exercisable (1)   Number of Securities Underlying Unexercised Options – Unexercisable (1)   Option Exercise Price ($)(2)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (3)   Market Value of Shares or Units of Stock That Have Not Vested ($)(4) Lacy   8/11/2015       65,000   44.72   8/11/2025             8/9/2016       76,500   52.90   8/9/2026             8/8/2017       59,000   58.00   8/8/2027             2/2/2018       93,000   57.85   2/2/2028             1/31/2014                   443   22,593     1/31/2015                   450   22,950     8/11/2015                   21,000 * 1,071,000     1/30/2016                   554   28,254     8/9/2016                   23,500 * 1,198,500     1/28/2017                   514   26,214     8/8/2017                   18,250 * 930,750     1/27/2018                   468   23,868 Harty   8/13/2013   23,000       47.92   8/13/2023             8/12/2014   23,000       45.69   8/12/2024             8/11/2015       23,000   44.72   8/11/2025             8/9/2016       33,000   52.90   8/9/2026             8/8/2017       41,000   58.00   8/8/2027             2/2/2018       75,000   57.85   2/2/2028             1/31/2014                   1,148   58,548     1/31/2015                   1,538   78,438     8/11/2015                   8,350 * 425,850     1/30/2016                   3,449   175,899     8/9/2016                   10,000 * 510,000     1/28/2017                   990   50,490     8/8/2017                   12,000 * 612,000     1/27/2018                   1,588   80,988 Ceryanec   8/11/2015       18,000   44.72   8/11/2025             8/9/2016       20,000   52.90   8/9/2026             8/8/2017       18,000   58.00   8/8/2027             2/2/2018       64,000   57.85   2/2/2028             1/31/2014                   3,107   158,457     1/31/2015                   1,679   85,629     8/11/2015                   6,800 * 346,800     1/30/2016                   3,750 * 191,250     8/9/2016                   6,800 * 346,800     8/8/2017                   6,550 * 334,050 Karpowicz   8/11/2015       23,000   44.72   8/11/2025             8/9/2016       25,000   52.90   8/9/2026             8/8/2017       22,500   58.00   8/8/2027             8/11/2015                   5,000 * 255,000     8/11/2015                   8,350 * 425,850     8/9/2016                   8,350 * 425,850     8/8/2017                   8,050 * 410,550         Option Awards   Stock Awards Name   Grant Date   Number of Securities Underlying Unexercised Options – Exercisable (1)   Number of Securities Underlying Unexercised Options – Unexercisable (1)   Option Exercise Price ($)(2)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (3)   Market Value of Shares or Units of Stock That Have Not Vested ($)(4) Werther   8/13/2013   7,000       47.92   8/13/2023             8/12/2014   7,000       45.69   8/12/2024             8/11/2015       7,000   44.72   8/11/2025             8/9/2016       10,000   52.90   8/9/2026             8/8/2017       15,000   58.00   8/8/2027             2/2/2018       50,000   57.85   2/2/2028             8/11/2015                   2,750 * 140,250     8/9/2016                   3,100 * 158,100     1/28/2017                   258   13,158     8/8/2017                   5,000 * 255,000     1/27/2018                   361   18,411 Zieser   8/11/2015       18,000   44.72   8/11/2025             8/9/2016       20,000   52.90   8/9/2026             8/8/2017       18,000   58.00   8/8/2027             2/2/2018       64,000   57.85   2/2/2028             8/11/2015                   6,800 * 346,800     1/30/2016                   3,750   191,250     8/9/2016                   6,800 * 346,800     8/8/2017                   6,550 * 334,050   The following table discloses outstanding equity awards as of June 30, 2019, for each NEO. Name Grant Date Option Awards Stock Awards Number of Securities Underlying Unexercised Options – Exercisable (1) Number of Securities Underlying Unexercised Options – Unexercisable (1) Option Exercise Price ($)(2) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (3) Market Value of Shares or Units of Stock That Have Not Vested ($)(4) Lacy 8/11/2015 65,000   44.72 8/11/2025       8/9/2016 76,500   52.90 8/9/2026       8/8/2017 59,000   58.00 8/8/2027       2/2/2018 93,000   57.85 2/2/2028       8/21/2018 42,250   52.45 8/1/2028     Name Grant Date Option Awards Stock Awards Number of Securities Underlying Unexercised Options – Exercisable (1) Number of Securities Underlying Unexercised Options – Unexercisable (1) Option Exercise Price ($)(2) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (3) Market Value of Shares or Units of Stock That Have Not Vested ($)(4) Harty 8/13/2013 23,000   47.92 8/13/2023       8/12/2014 23,000   45.69 8/12/2024       8/11/2015 23,000   44.72 8/11/2025       8/9/2016   33,000 52.90 8/9/2026       8/8/2017   41,000 58.00 8/8/2027       2/2/2018   75,000 57.85 2/2/2028       8/21/2018   52,000 52.45 8/21/2028       1/31/2015         1,538   84,682   1/30/2016         3,449   189,902   8/9/2016         10,000 * 550,600   1/28/2017         990   54,509   8/8/2017         12,000 * 660,720   1/27/2018         1,588   87,435   8/21/2018         16,750 * 922,255   2/2/2019         3,012   165,841 Ceryanec 8/11/2015 18,000   44.72 8/11/2025       8/9/2016   20,000 52.90 8/9/2026       8/8/2017   18,000 58.00 8/8/2027       2/2/2018   64,000 57.85 2/2/2028       8/21/2018   21,000 52.45 8/21/2028       1/31/2015         1,679   92,446   8/9/2016         6,800 * 374,408   8/8/2017         6,550 * 360,643   8/21/2018         6,550 * 360,643 McCreery 8/11/2015 4,000   44.72 8/11/2025       8/9/2016   3,800 52.90 8/9/2026       8/8/2017   3,450 58.00 8/8/2027       8/21/2018   10,000 52.45 8/21/2028       8/9/2016         950 * 52,307   8/8/2017         900 * 49,554   8/21/2018         2,500 * 137,650   2/2/2019         2,140   117,828 Werther 8/13/2013 7,000   47.92 8/13/2023       8/12/2014 7,000   45.69 8/12/2024       8/11/2015 7,000   44.72 8/11/2025       8/9/2016 10,000   52.90 8/9/2026       8/8/2017 15,000   58.00 8/8/2027       2/2/2018 50,000   57.85 2/2/2028       8/21/2018 24,000   52.45 8/21/2028     Zieser 8/9/2016   20,000 52.90 8/9/2026       8/8/2017   18,000 58.00 8/8/2027       2/2/2018   64,000 57.85 2/2/2028       8/21/2018   21,000 52.45 8/21/2028       8/9/2016         6,800 * 374,408   8/8/2017         6,550 * 360,643   8/21/2018         6,550 * 360,643 (1) Stock options vested or will vest in full on the third anniversary of the grant date. (2) The exercise price for stock options is equal to the closing price of the Company’s common stock on the NYSE on the date of grant. (3) Awards of restricted stock and RSUs shown in this column that vest on the third anniversary of the grant date are followed by an (*). All other awards in this column will vest on the fifth anniversary of the grant date. (4) The market value is calculated using the closing price of the Company’s common stock on the NYSE on June 29, 2018, the last trading day of the fiscal year ($51.00). Option Exercises and Stock Vested in Fiscal 2018     Option Awards   Stock Awards Name   Number of Shares Acquired on Exercise   Value Realized on Exercise ($)(1)   Number of Shares Acquired on Vesting   Value Realized on Vesting ($)(2) Lacy   65,000              748,150              25,161              1,433,514            Harty   115,000              3,587,550              15,796              907,431            Ceryanec   18,000              426,420              11,137              637,398            Karpowicz   71,000              1,398,200              39,554              2,076,746            Werther                   —   —              2,750              156,200            Zieser   18,000              212,580              6,800              386,240            (1) Value realized on exercise reflects the difference between the option exercise price and the market price at the time of exercise multiplied by the number of stock options exercised. (2) Value realized on vesting is computed by multiplying the closing price of the Company’s common stock on the NYSE on the vest date by the number of shares of restricted stock or RSUs vesting on such date. Pension Benefits in Fiscal 2018 The following table shows on a plan-by-plan basis for each NEO: the number of years of credited service (rounded to the nearest whole number), the present value of the accumulated benefit and the value of any payments made during the fiscal year. The present values are generally based on the assumptions used for financial reporting purposes as of the Company’s most recent fiscal year-end measurement date. For additional information concerning those assumptions, please see Note 11 to the Company’s audited financial statements included in the Company’s Form 10-K. Exceptions include the retirement age, which is assumed to be the earliest time at which a participant may retire under the plan without any benefit reduction due to age, and pre-retirement decrements, which are ignored. The following assumptions were used to calculate the present values in the table: Measurement date June 30, 2018 Discount rate Employees’ Retirement Income Plan 4.00% Replacement Benefit Plan 3.80% Supplemental Benefit Plan 4.15% Interest crediting rate Employees’ Retirement Income Plan 3.50% Replacement Benefit Plan 3.30% Supplemental Benefit Plan 3.65% Annuity conversion rate 4.25%, unless specified by employment agreement Annuity conversion mortality 2018 IRS Prescribed 417(e)(3) Unisex Retirement age 65 Compensation and benefit limits 2018 levels Salary increases None Pre-retirement decrements None Name     Plan Name   Years of Credited Service   Present Value of Accumulated Benefit ($)   Payments During Last Fiscal Year ($)   Lacy     Employees’ Retirement Income Plan     21       356,656       —         Replacement Benefit Plan     21       2,930,572       —         Supplemental Benefit Plan     19       20,334,210       —   Harty     Employees’ Retirement Income Plan     14       205,062       —         Replacement Benefit Plan     14       870,601       —         Supplemental Benefit Plan     13       4,544,129       —   Ceryanec     Employees’ Retirement Income Plan     10       128,015       —         Replacement Benefit Plan     10       542,321       —         Supplemental Benefit Plan     9       2,545,994       —   Karpowicz     Employees’ Retirement Income Plan     13       195,924       —         Replacement Benefit Plan     13       1,085,978       —         Supplemental Benefit Plan     12       7,104,216       —   Werther     Employees’ Retirement Income Plan     6       72,750       —         Replacement Benefit Plan     6       182,848       —         Supplemental Benefit Plan     5       658,714       —   Zieser     Employees’ Retirement Income Plan     20       321,437       —         Replacement Benefit Plan     20       1,383,153       —         Supplemental Benefit Plan     18       6,381,848       —   For a more complete description of the plans and their purposes, see page 22 of this Proxy Statement. Nonqualified Deferred Compensation in Fiscal 2018 The following table discloses contributions, earnings and balances under each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified for each of the NEOs. See page 20 of this Proxy Statement for additional information concerning deferred compensation. The aggregate balance was determined by multiplying the number of SEUs held on June 29, 2018 (the last trading day of the fiscal year) by $51.00, the closing price of the Company’s common stock on the NYSE on that date. Distributions are paid in accordance withJune 29, 2019, the deferral election, which offers varying deferral periods and payment in lump sums or a series of annual installments following the endlast trading day of the deferral period. All payments are also subject to Section 409A restrictionsfiscal year ($55.06). Option Exercises and Stock Vested in Fiscal 2019   Options Awards Stock Awards Name Number of Shares Acquired on Exercise Value Realized on Exercise ($)(1) Number of Shares Acquired on Vesting Value Realized on Vesting ($)(2) Lacy (3) — — 82,044 4,416,553 Harty — — 9,498 477,297 Ceryanec — — 13,657 711,252 McCreery — — 1,050 52,185 Werther (4) — — 19,865 1,018,098 Zieser 18,000 244,980 10,550 542,635 (1) Value realized on exercise reflects the difference between the option exercise price and the market price at the time of exercise multiplied by the number of stock options exercised. (2) Value realized on vesting is computed by multiplying the closing price of the IRC. Company’s common stock on the NYSE on the vest date by the number of shares of restricted stock or RSUs vesting on such date. (3) Number of shares acquired on vesting includes 21,443 shares vested during the annual vesting or an ESOP vesting as well as 60,601 shares that were accelerated upon retirement. Shares accelerated upon retirement will be delivered after the expiration of the six month holding period required under Section 409A. (4) Number of shares acquired on vesting includes 2,750 shares vested during the annual vesting as well as 17,115 shares that were accelerated upon separation.Shares accelerated upon separation will be delivered after the expiration of the six month holding period required under Section 409A. Pension Benefits in Fiscal 2019 Name     Executive Contributions in Last Fiscal Year ($)   Aggregate Earnings in Last Fiscal Year ($)(1)   Aggregate Withdrawals/ Distributions in Last Fiscal Year ($)   Aggregate Balance at Last Fiscal Year-End ($) Lacy       —       130,865       —       3,208,690   Harty       —       —       —       —   Ceryanec       299,270       110,083       —       2,699,152   Karpowicz       90,995       2,743       —       130,331   Werther       —       —       —       —   Zieser       —       155,103       —       3,802,996   The following table shows on a plan-by-plan basis for each NEO: the number of years of credited service (rounded to the nearest whole number), the present value of the accumulated benefit and the value of any payments made during the fiscal year. The present values are generally based on the assumptions used for financial reporting purposes as of the Company’s most recent fiscal year-end measurement date. For additional information concerning those assumptions, please see Note 12 to the Company’s audited financial statements included in the Company’s Form 10-K. Exceptions include the retirement age, which is assumed to be the earliest time at which a participant may retire under the plan without any benefit reduction due to age, and pre-retirement decrements, which are ignored. The following assumptions were used to calculate the present values in the table:   Measurement date June 30, 2019 Discount rate Employees’ Retirement Income Plan 3.33% Replacement Benefit Plan 3.00% Supplemental Benefit Plan 3.65% Interest crediting rate Employees’ Retirement Income Plan 2.80% Replacement Benefit Plan 2.50% Supplemental Benefit Plan 3.15% Annuity conversion rate 3.65%, unless specified by employment agreement Annuity conversion mortality 2019 IRS Prescribed 417(e)(3) Unisex Retirement age 65 Compensation and benefit limits 2019 levels Salary increases None Pre-retirement decrements None Name Plan Name Years of Credited Service Present Value of Accumulated Benefit ($) Payments During Last Fiscal Year ($) Lacy Employees’ Retirement Income Plan 22 382,602 —   Replacement Benefit Plan 22 3,351,632 —   Supplemental Benefit Plan 20 23,855,582 — Harty Employees’ Retirement Income Plan 15 226,693 —   Replacement Benefit Plan 15 1,096,564 —   Supplemental Benefit Plan 14 6,996,069 — Ceryanec Employees’ Retirement Income Plan 11 146,370 —   Replacement Benefit Plan 11 674,467 —   Supplemental Benefit Plan 10 3,713,746 — McCreery Employees’ Retirement Income Plan 17 216,915 —   Replacement Benefit Plan 17 77,051 —   Supplemental Benefit Plan 16 1,053,564 — Werther Employees’ Retirement Income Plan 7 94,323 —   Replacement Benefit Plan 7 335,694 —   Supplemental Benefit Plan 6 927,789 — Zieser Employees’ Retirement Income Plan 21 348,970 —   Replacement Benefit Plan 21 1,567,248 —   Supplemental Benefit Plan 19 8,461,474 — For a more complete description of the plans and their purposes, see page 26 of this Proxy Statement. Nonqualified Deferred Compensation in Fiscal 2019 The following table discloses contributions, earnings and balances under each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified for each of the NEOs. See page 26 of this Proxy Statement for additional information concerning deferred compensation. The aggregate balance was determined by multiplying the number of SEUs held on June 29, 2019 (the last trading day of the fiscal year) by $55.06, the closing price of the Company’s common stock on the NYSE on that date. Distributions are paid in accordance with the deferral election, which offers varying deferral periods and payment in lump sums or a series of annual installments following the end of the deferral period. All payments are also subject to Section 409A restrictions of the IRC. Name Executive Contributions in Last Fiscal Year ($) Aggregate Earnings in Last Fiscal Year ($)(1) Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) Aggregate Balance at Last Fiscal Year-End ($) Lacy — 127,319 1,522,291 2,077,632 Harty — — — — Ceryanec — 120,425 — 3,037,888 McCreery — 845 — 21,309 Werther — — — — Zieser — 169,674 — 4,280,260 (1) Earnings shown in this column equal the dollar value of dividends on SEUs accrued during the last fiscal year. All dividends are reinvested as additional SEUs.   Potential Payments upon Termination   Employment and Other Agreements   The Company has entered into employment agreements with each of the NEOs as summarized below. Each of the employment agreements described below provides for periods of non-solicitation, non-compete and confidentiality following termination.   All payouts described below are subject to the terms of Section 409A of the IRC. The employment agreements with each of the NEOs provide for the delay of any payment or benefit provided by the employment agreement if such amount or benefit would be subject to or incur additional tax, and further, that any such deferred payment will be accumulated and paid in a single lump sum, together with interest compounded annually for the period of the delay, on the earliest date on which such payment can be made without incurring any additional tax. 1. Lacy Retirement Terms. Mr. Lacy retired on March 31, 2019 as our Executive Chairman. He received his base salary through his retirement date. Mr. Lacy received a prorated Annual Incentive through his retirement date which was measured based on actual company results as of the end of the fiscal year. For his outstanding Cash LTIP awards, Mr. Lacy is eligible for a payout based on the full target opportunity as a result of his retirement. Payout will be based on actual performance over the full three-year performance period and paid out at the same time as other Cash LTIP participants. Since Mr. Lacy was retirement eligible, all of his restricted stock awards and stock options became fully vested and his stock options became exercisable for the remainder of their unexpired terms. Mr. Lacy also met the age and service vesting requirements specified in our Supplemental Benefit Plan and our Replacement Benefit Plan. 2. Harty Employment Agreement. The Company entered into a new employment agreement with Mr. Harty effective August 10, 2016. The agreement provides for a minimum annual base salary of $800,000 and target Annual Incentive of 90% of base salary, which may be increased at the discretion of the Compensation Committee. With the new agreement, Mr. Harty was granted (i) 33,000 stock options with a three year cliff vesting schedule and a strike price equal to the fair market value of Meredith common stock on the date of the award and (ii) 10,000 RSUs with a three year cliff vesting schedule. Mr. Harty was a participant in the 2004 Plan, is currently a participant in the 2014 Plan or successor plans, the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. The agreement or plan documents also provide for payment to Mr. Harty in the event his employment is terminated for various reasons as follows: A. If Mr. Harty’s employment were terminated because of death, his base salary would be paid to the legal representative of his estate until the end of the month of the first anniversary of his death, any Annual Incentive earned would be prorated to the date of death and any Cash LTIP awards would be paid out according to the terms of Section 409Athe awards. In addition, all awards of the IRC. The employment agreements with each of the NEOs providerestricted stock and RSUs would vest and all stock options would vest and remain exercisable for the delay of any payment or benefit provided by the employment agreement if such amount or benefit would be subject to or incur additional tax, and further, that any such deferred payment will be accumulated and paid in a single lump sum, together with interest compounded annually for the period of the delay, on the earliest date on which such payment can be made without incurring any additional tax. 1. Lacy Employment Agreement. The Company entered into an agreement with Mr. Lacy effective July 1, 2006, the date he became President and CEO of the Company, and by amendments dated December 30, 2008 and November 4, 2009, continued in effect through June 30, 2013, subject to automatic renewal for subsequent one-year terms. The amended agreement provides that Mr. Lacy’s minimum annual base salary shall be $810,000 and may be increased at the discretion of the Compensation Committee. Mr. Lacy’s target Annual Incentive will not be less than 100% of his base salary. Mr. Lacy was a participant in the Meredith Corporation 2004 Stock Incentive Plan (the “2004 Plan”), is currently a participant in the 2014 Plan or successor plans, the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. The agreement or plan documents also provide for payment to Mr. Lacy in the event his employment is terminated for various reasons as follows: A. If Mr. Lacy’s employment were terminated because of death, his base salary would be paid to the legal representative of his estate in substantially equal installments until the end of the month of the first anniversary of his death, any Annual Incentive as determined by the Compensation Committee would be prorated to the date of death and any Cash LTIP would be paid out according to the terms of the award. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. B. In the event of termination due to “Disability,” Mr. Lacy would receive 100% of his base salary for the first 12 months following such termination. Mr. Lacy would receive his target Annual Incentive for the initial year in which the disability occurs. In addition, any Cash LTIP would be paid out according to the terms of the award. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. C. In the event of termination “Without Cause,” or due to “Failure to Re-Elect as CEO or Director,” Mr. Lacy would be entitled to receive a lump sum payment, within the Short-Term Deferral Period as defined in the agreement, equal to 200% of his base salary through the end of the current term, but no less than a total of 24 months of 200% of base salary. Mr. Lacy would receive his Annual Incentive for the year in which the termination occurs. In addition, any Cash LTIP would be paid out according to the terms of the award. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option.their full unexpired term.   Mr. Lacy’s employment agreement also provides that if there is a material change in his position, duties or responsibilities, he will have the right to terminate his employment and such voluntary termination from Meredith shall be treated as a termination “Without Cause” as described above. D. In the event of termination for “Cause,” Mr. Lacy would receive his base salary through the date of termination and any Annual Incentive would be prorated to the date of termination. All equity and Cash LTIP awards subject to restriction would be forfeited. E. Because Mr. Lacy is “Retirement Eligible” under the Company’s retirement policy for all employees, any voluntary resignation would be considered retirement. Mr. Lacy would receive his current base salary through the date of termination, his Annual Incentive would be prorated for the fiscal year in which the termination occurred and any Cash LTIP would be paid out according to the terms of the award. He would also be a participant in the post-retirement welfare plan. B. In the event of termination due to “Disability,” Mr. Harty would receive 100% of his base salary for the first 12 months following such termination, 75% of his base salary for the next twelve month period and 50% of his base salary for the final twelve month period. Mr. Harty would receive his target Annual Incentive for the initial year in which the disability occurs and any Cash LTIP awards would be paid out according to the terms of the awards. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option.   The following table sets forth C. In the estimated paymentsevent of termination “Without Cause,” Mr. Harty, in return for a full release of all employment-related claims, would receive a lump sum payment on or before the sixty-day anniversary of his termination equal to his base salary and benefits thattarget Annual Incentive for a period of 24 months. If Mr. Harty fails to execute the release described above, he would have been providedreceive only his base salary through the date of notice of termination. Any Annual Incentive earned and any Cash LTIP awards would be paid out according to the terms of the awards. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. Mr. Harty’s employment agreement also provides that should there be a material change in title (other than CEO), duties, reporting relationship, location or reduction in base salary or Annual Incentive during the term of the agreement, he will have the right to terminate his employment and such voluntary termination from Meredith shall be treated as a termination “Without Cause” as described above. D. In the event of voluntary termination or termination for “Cause,” Mr. Lacy ifHarty would receive his employment had been terminated asbase salary only through the date of June 30, 2018,termination. Any earned but unpaid Annual Incentive would be forfeited and all equity and Cash LTIP awards subject to restriction would be forfeited. E. Because Mr. Harty is “Retirement Eligible” under the circumstances specified.Company’s retirement policy for all employees, any voluntary resignation would be considered retirement. Mr. Harty would receive his current base salary through the date of termination, his Annual Incentive would be prorated for the fiscal year in which the termination occurred and any Cash LTIP awards would be paid out according to the terms of the awards. He would also be a participant in the post-retirement welfare plan. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. The following table sets forth the estimated payments and benefits that would have been provided to Mr. Harty if his employment had been terminated as of June 30, 2019, under the circumstances specified and reflects the terms of his employment agreement in effect at such time.     For Cause ($)     Voluntary ($)     Without Cause ($)     Disability ($)     Death ($)   Payment equal to a multiple of base salary in effect at termination     N/A       N/A       3,400,000       850,000       850,000   Payment due under Cash LTIPs (1)     N/A       3,353,833       3,353,833       3,353,833       3,353,833   Continued health/welfare benefits (2)(3)     N/A       N/A       30,481       N/A       N/A   Pension benefit (lump sum) (4)(5)     23,650,453       23,650,453       23,650,453       N/A       23,650,453   Immediate vesting of stock options     N/A       408,200       408,200       408,200       408,200   Immediate vesting of restricted stock and RSUs     N/A       3,324,129       3,324,129       3,324,129       3,324,129     (1) Annual Incentive and Cash LTIP amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2018   For Cause ($) Voluntary ($) Without Cause ($)(1) Disability ($) Death ($) Payment equal to a multiple of base salary in effect at termination N/A N/A 2,000,000 2,250,000 1,000,000 Payment of target Annual Incentive (2) N/A N/A 2,000,000 N/A N/A Payment due under Cash LTIPs (2) N/A 1,260,596 1,260,596 1,260,596 1,260,596 Pension benefit (lump sum) (3)(4) 7,403,290 7,403,290 7,403,290 N/A 7,403,290 Immediate vesting of stock options N/A 207,000 207,000 207,000 207,000 Immediate vesting of restricted stock and RSUs N/A 2,715,945 2,715,945 2,715,945 2,715,945 (1) Base salary and Annual Incentive are to be paid in return for a signed full release of all employment-related claims. (2) Annual Incentive and Cash LTIP amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2019 and are not duplicated in the above table. (2) Because Mr. Lacy was retirement eligible (age 55 with ten or more years of service) before January 1, 2014, he would be able to participate and receive a subsidy from the Company for post-retirement welfare benefits. This subsidy is based on years of service worked for Meredith, credited annually toward premiums. Before age 65, the subsidy is $75 per year and for age 65 and older, it is $30 per year. (3) Mr. Lacy’s employment agreement requires that the Company provide continued benefits to him and his eligible dependents in the event of termination “Without Cause” through the end of the current term of the agreement which would be June 30, 2018. (4) In the event of termination “Without Cause,” Mr. Lacy (3) In the event of termination “Without Cause,” Mr. Harty shall be presumed to have met eligibility requirements of the Replacement Benefit Plan and the Supplemental Benefit Plan or any successor plans and shall be entitled to the amounts that have accrued under such plans through the date of termination. (5) (4) Disabled employees are considered active participants in all retirement plans. 2. Harty Employment Agreement. The Company entered into a new employment agreement with Mr.  Harty effective August 10, 2016. The agreement provides for a minimum annual base salary of $800,000 and target Annual Incentive of 90% of base salary, which may be increased at the discretion of the Compensation Committee. With the new agreement, Mr. Harty was granted (i) 33,000 stock options with a three year cliff vesting schedule and a strike price equal to the fair market value of Meredith common stock on the date of the award and (ii) 10,000 RSUs with a three year cliff vesting schedule. Mr. Harty was a participant in the 2004 Plan, is currently a participant in the 2014 Plan or successor plans, the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. The agreement or plan documents also provide for payment to Mr. Harty in the event his employment is terminated for various reasons as follows: A. If Mr. Harty’s employment were terminated because of death, his base salary would be paid to the legal representative of his estate until the end of the month of the first anniversary of his death, any Annual Incentive earned would be prorated to the date of death and any Cash LTIP would be paid out according to the terms of the award. In addition, all awards of restricted stock and RSUs would vest and all stock options would vest and remain exercisable for their full unexpired term.   B. In the event of termination due to “Disability,” Mr. Harty would receive 100% of his base salary for the first 12 months following such termination, 75% of his base salary for the next twelve month period and 50% of his base salary for the final twelve month period. Mr. Harty would receive his target Annual Incentive for the initial year in which the disability occurs and any Cash LTIP would be paid out according to the terms of the award. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. C. In the event of termination “Without Cause,” Mr. Harty, in return for a full release of all employment-related claims, would receive a lump sum payment on or before the sixty-day anniversary of his termination equal to his base salary and target Annual Incentive for a period of 24 months. If Mr. Harty fails to execute the release described above, he would receive only his base salary through the date of notice of termination. 3. Ceryanec Employment Agreement. The Company entered into an agreement with Mr. Ceryanec effective June 1, 2015. The agreement provides for a minimum annual base salary of $590,000 and target Annual Incentive of 70% of base salary, which may be increased at the discretion of the Compensation Committee. Mr. Ceryanec was a participant in the 2004 Plan, is currently a participant in the 2014 Plan or successor plans, the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. The agreement or plan documents also provide for payment to Mr. Ceryanec in the event his employment is terminated for various reasons as follows: A. If Mr. Ceryanec’s employment were terminated because of death, his base salary would be paid to the legal representative of his estate through the date of death and any Annual Incentive earned would be prorated to the date of death. In addition, any Cash LTIP awards would be paid out according to the terms of the awards. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. B. In the event of termination due to “Disability,” Mr. Ceryanec would receive his base salary through the date of disability. Any Annual Incentive earned and any Cash LTIP awards would be handled in accordance with the terms of the awards. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. C. In the event of termination “Without Cause,” Mr. Ceryanec, in return for a full release of all employment-related claims, would receive his base salary for a period of 18 months following the date of notice of termination as well as a lump sum payment equal to his target Annual Incentive, prorated to the date on which notice is given. If Mr. Ceryanec fails to execute the release described above, he would receive only his base salary through the date of notice of termination. Any Cash LTIP awards would be paid out according to the terms of the awards. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option.   Mr. Harty’s Mr. Ceryanec’s employment agreement also provides that should there be a material change in title, (other than CEO), duties, reporting relationship or location or reduction in base salary or Annual Incentive during the term of the agreement, he will have the right to terminate his employment and such voluntary termination from Meredith shall be treated as a termination “Without Cause” as described above. D. In the event of voluntary termination or termination for “Cause,” Mr. Harty D. In the event of voluntary termination or termination for “Cause,” Mr. Ceryanec would receive only his base salary only through the date of termination. Any earned but unpaid Annual Incentive would be forfeited and all equity and Cash LTIP awards subject to restriction would be forfeited. E. Because Mr. Harty is “Retirement Eligible” under the Company’s retirement policy for all employees, any voluntary resignation would be considered retirement. Mr. Harty would receive his current base salary through the date of termination, his Annual Incentive would be prorated for the fiscal year in which the termination occurred and any Cash LTIP would be paid out according to the terms of the award. He would also be a participant in the post-retirement welfare plan. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. The following table sets forth the estimated payments and benefits that would have been provided to Mr. Harty if his employment had been terminated as of June 30, 2018, under the circumstances specified and reflects the terms of his employment agreement in effect at such time.   E. Because Mr. Ceryanec is “Retirement Eligible” under the Company’s retirement policy for all employees, any voluntary resignation would be considered retirement. Mr. Ceryanec would receive his current base salary through the date of termination, his Annual Incentive would be prorated for the fiscal year in which the termination occurred and any Cash LTIP awards would be paid out according to the terms of the awards. He would also be a participant in the post-retirement welfare plan. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option.     For Cause ($)     Voluntary ($)     Without Cause ($)(1)     Disability ($)     Death ($)   Payment equal to a multiple of base salary in effect at termination     N/A       N/A       1,800,000       2,025,000       900,000   Payment of target Annual Incentive (2)     N/A       N/A       1,590,000       N/A       N/A   Payment due under Cash LTIPs (2)     N/A       2,397,823       2,397,823       2,397,823       2,397,823   Pension benefit (lump sum) (3)(4)     5,832,100       5,832,100       5,832,100       N/A       5,832,100   Immediate vesting of stock options     N/A       144,440       144,440       144,440       144,440   Immediate vesting of restricted stock and RSUs     N/A       1,992,213       1,992,213       1,992,213       1,992,213     The following table sets forth the estimated payments and benefits that would have been provided to Mr. Ceryanec if his employment had been terminated as of June 30, 2019, under the circumstances specified.   For Cause ($) Voluntary ($) Without Cause ($)(1) Disability ($) Death ($) Payment equal to a multiple of base salary in effect at termination N/A N/A 1,500,000 N/A N/A Payment due under Cash LTIPs (2) N/A 496,571 496,571 496,571 496,571 Pension benefit (lump sum) (3)(4) 4,088,604 4,088,604 4,088,604 N/A 4,088,604 Immediate vesting of stock options N/A 98,010 98,010 98,010 98,010 Immediate vesting of restricted stock and RSUs N/A 1,188,140 1,188,140 1,188,140 1,188,140 (1) Base salary and Annual Incentive are to be paid in return for a signed full release of all employment-related claims. (2) Annual Incentive and Cash LTIP amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2018 (2) Annual Incentive and Cash LTIP amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2019 and are not duplicated in the above table. (3) In the event of termination “Without Cause,” Mr. Harty shall be presumed to have met eligibility requirements of the Replacement Benefit Plan and the Supplemental Benefit Plan or any successor plans and shall be entitled to the amounts that have accrued under such plans through the date of termination. (4) Disabled employees are considered active participants in all retirement plans. 3. Ceryanec Employment Agreement. The Company entered into an agreement with Mr. Ceryanec effective June 1, 2015. The agreement provides for a minimum annual base salary of $590,000 and target Annual Incentive of 70% of base salary, which may be increased at the discretion of the Compensation Committee. Mr. Ceryanec was a participant in the 2004 Plan, is currently a participant in the 2014 Plan or successor plans, the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. The agreement or plan documents also provide for payment to Mr. Ceryanec in the event his employment is terminated for various reasons as follows: A. If Mr. Ceryanec’s employment were terminated because of death, his base salary would be paid to the legal representative of his estate through the date of death and any Annual Incentive earned would be prorated to the date of death. In addition, any Cash LTIP would be paid out according to the terms of the award. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. B. In the event of termination due to “Disability,” Mr. Ceryanec would receive his base salary through the date of disability. Any Annual Incentive earned and any Cash LTIP would be handled in accordance with the terms of the awards. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. C. In the event of termination “Without Cause,” Mr. Ceryanec, in return for a full release of all employment-related claims, would receive his base salary for a period of 18 months following the date of notice of termination as well as a lump sum payment equal to his target Annual Incentive, prorated to the date on which notice is given. If Mr. Ceryanec fails to execute the release described above, he would receive only his base salary through the date of notice of termination. Any Cash LTIP would be paid out according to the terms of the award. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. Mr. Ceryanec’s employment agreement also provides that should there be a material change in title, duties, reporting relationship or location during the term of the agreement, he will have the right to terminate his employment and such voluntary termination from Meredith shall be treated as a termination “Without Cause” as described above. D. In the event of voluntary termination or termination for “Cause,” Mr. Ceryanec would receive only his base salary through the date of termination. Any earned but unpaid Annual Incentive would be forfeited and all equity and Cash LTIP awards subject to restriction would be forfeited. The following table sets forth the estimated payments and benefits that would have been provided to Mr. Ceryanec if his employment had been terminated as of June 30, 2018, under the circumstances specified.     For Cause ($)     Voluntary ($)     Without Cause ($)(1)     Disability ($)     Death ($)   Payment equal to a multiple of base salary in effect at termination     N/A       N/A       1,027,500       N/A       N/A   Payment due under Cash LTIPs (2)     N/A       N/A       325,000       650,000       650,000   Pension benefit (lump sum) (3)(4)     3,354,587       3,354,587       3,354,587       N/A       3,354,587   Immediate vesting of stock options     N/A       N/A       113,040       113,040       113,040   Immediate vesting of restricted stock and RSUs     N/A       N/A       1,462,986       1,462,986       1,462,986   (1) Base salary and Annual Incentive are to be paid in return for a signed full release of all employment-related claims. (2) Annual Incentive and Cash LTIP amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2018 and are not duplicated in the above table. (3) In the event of termination “Without Cause,” Mr. Ceryanec shall be presumed to have met eligibility requirements of the Replacement Benefit Plan and the Supplemental Benefit Plan or any successor plans and shall be entitled to the amounts that have accrued under such plans through the date of termination. (4) Disabled employees are considered active participants in all retirement plans. 4. Karpowicz Employment Agreement. The Company entered into an employment agreement with Mr. Karpowicz effective June 1, 2015, which was subsequently amended to extend through June 30, 2018. The agreement provides for a minimum annual base salary of $725,000 and target Annual Incentive of 85% of base salary, which may be increased at the discretion of the Compensation Committee. Mr. Karpowicz also received a one-time signing bonus of 5,000 RSUs upon execution of an award agreement. Mr. Karpowicz was a participant in the 2004 Plan, is currently a participant in the 2014 Plan or successor plans, the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. The agreement or plan documents also provide for payment to Mr. Karpowicz (4) Disabled employees are considered active participants in all retirement plans. 4. McCreery Employment Agreement. The Company entered into an agreement with Mr. McCreery, which became effective July 1, 2018. The agreement provides for a minimum annual base salary of $525,000 with any increase in base salary to be determined by the Compensation Committee. Mr. McCreery’s target Annual Incentive will be no less than 60% of his base salary. Mr. McCreery was a participant in the 2004 Plan, is a current participant in the 2014 Plan or successor plans, the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. The agreement or plan documents also provide for payment to Mr. McCreery in the event his employment is terminated for various reasons as follows:   A. If Mr. Karpowicz’s employment were terminated because of death, his base salary would be paid to the legal representative of his estate through the date of death and any Annual Incentive earned would be prorated to the date of death. In addition, any Cash LTIP would be paid out according to the terms of the award. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. B. In the event of termination due to “Disability,” Mr. Karpowicz would receive his base salary through the date of disability. Any Annual Incentive earned and any Cash LTIP would be handled in accordance with the terms of the awards. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. C. In the event of termination “Without Cause,” Mr. Karpowicz, in return for a full release of all employment-related claims, would be entitled to receive his base salary for a period of 12 months following the date of termination. If Mr. Karpowicz fails to execute the release described above, he would receive only his base salary through the date of notice of termination. He would also receive a lump sum payment equal to his target Annual Incentive, prorated to the date on which notice is given. Any Cash LTIP would be paid out according to the terms of the award. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. Mr. Karpowicz’s employment agreement also provides that should there be a material change in title, duties, reporting relationship or location during the term of the agreement, he will have the right to terminate his employment and such voluntary termination from Meredith shall be treated as a termination “Without Cause” as described above. D. In the event of termination for “Cause,” Mr. Karpowicz A. If Mr. McCreery’s employment were terminated because of death, his base salary would be paid to the legal representative of his estate through the date of his death. Any Annual Incentive and Cash LTIP awards would be paid out according to the terms of the awards. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. B. In the event of termination due to “Disability,” Mr. McCreery would receive his base salary through the date of disability. Any Annual Incentive and Cash LTIP awards would be paid out according to the terms of the awards. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. C. In the event of termination “Without Cause,” Mr. McCreery, in return for a full release of all employment-related claims, would receive his base salary for a period of 12 months following the date of notice of termination. If Mr. McCreery fails to execute the release described above, he would only receive his base salary through the date of notice of termination. Any Annual Incentive, equity or Cash LTIP awards would be paid out according to the terms of the awards. D. In the event of voluntary termination or termination for “Cause,” Mr. McCreery would receive only his base salary through the date of termination. Any earned but unpaid Annual Incentive would be forfeited and all equity and Cash LTIP awards subject to restriction would be forfeited.   E. Because Mr. Karpowicz is “Retirement Eligible” under the Company’s retirement policy for all employees, any voluntary resignation would be considered retirement. Mr. Karpowicz would receive his current base salary through the date 37 The following table sets forth the estimated payments and benefits that would have been provided to Mr. McCreery if his employment had been terminated as of June 30, 2019, under the circumstances specified.   For Cause ($) Voluntary ($) Without Cause ($)(1) Disability ($) Death ($) Payment equal to a multiple of base salary in effect at termination N/A N/A 525,000 N/A N/A Payment due under Cash LTIPs (2)(3) N/A N/A 50,000 — — Pension benefit (lump sum) (4) 236,630 236,630 236,630 N/A 236,630 Immediate vesting of stock options N/A N/A N/A 34,308 34,308 Immediate vesting of restricted stock and RSUs N/A N/A N/A 357,339 357,339 (1) Base salary and Annual Incentive are to be paid in return for a signed full release of termination, his Annual Incentive would be prorated for the fiscal year in which the termination occurred and any Cash LTIP would be paid out according to the terms of the award. He would also be a participant in the post-retirement welfare plan. In addition, all employment-related claims. (2) Annual Incentive and Cash LTIP amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2019 and are not duplicated in the above table. (3) Due to the terms of the Cash LTIP and because Mr. McCreery is not retirement eligible, the death and disability scenarios would result in a zero payout as of June 30, 2019. (4) Disable employees are considered active participants in all retirement plans. 5. Werther Separation Agreement Terms. In connection with the termination of Mr. Werther’s employment, we entered into a separation agreement with Mr. Werther. The separation agreement provides that Mr. Werther will receive a continuation of his base salary for a period of 18 months and a lump sum payment of $1,060,168 to satisfy any Annual Incentive and Cash LTIP earned. All of Mr. Werther’s restricted stock awards and stock options became fully vested and his stock options became exercisable for the remainder of their unexpired terms. Mr. Werther was deemed to have met the age and service vesting requirements specified in our Supplemental Benefit Plan and our Replacement Benefit Plan. Mr. Werther will also receive certain other benefits under the separation agreement including company subsidized Consolidated Omnibus Budget Reconciliation Act (“COBRA”) benefits and continuation of executive coaching services. The separation agreement also includes a general release in favor of the Company. 6. Zieser Employment Agreement. The Company entered into an agreement with Mr. Zieser, which became effective August 12, 2008 and continued in effect through June 30, 2011. The term of employment automatically renews for subsequent one-year terms unless written notice is given by either party. The agreement, as amended on December 30, 2008, provides for a minimum annual base salary of $600,000 with any increase in base salary to be determined by the Compensation Committee. Mr. Zieser’s target Annual Incentive will be no less than 70% of his base salary. Mr. Zieser was a participant in the 2004 Plan, is a current participant in the 2014 Plan or successor plans, the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. The agreement or plan documents also provide for payment to Mr. Zieser in the event his employment is terminated for various reasons as follows: A. If Mr. Zieser’s employment were terminated because of death, his base salary would be paid to the legal representative of his estate in substantially equal installments until the end of the month of the first anniversary of his death, any Annual Incentive earned as determined by the Compensation Committee would be prorated to the date of death and any Cash LTIP awards would be paid out according to the terms of the awards. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. B. In the event of termination due to “Disability,” Mr. Zieser would receive 100% of his base salary for the first 12 months following such termination. Mr. Zieser would receive his target Annual Incentive for the initial year in which the disability occurs. In addition, any Cash LTIP awards would be paid out according to the terms of the awards. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. C. In the event of termination “Without Cause,” Mr. Zieser would be entitled to receive a lump sum payment, within the Short-Term Deferral Period as defined in the agreement, equal to 170% of his base salary through the end of the current term, but no less than a total of 18 months of 170% of base salary. Mr. Zieser would receive his Annual Incentive for the year in which the termination occurs. In addition, any Cash LTIP awards would be paid out according to the terms of the awards. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option.   The following table sets forth the estimated payments and benefits that would have been provided to Mr. Karpowicz if his employment had been terminated as of June 30, 2018, under the circumstances specified. 38 Mr. Zieser’s employment agreement also provides that should there be a material change in title, duties or reporting relationship during the term of the agreement, he will have the right to terminate his employment and such voluntary termination from Meredith shall be treated as a termination “Without Cause” as described above. D. In the event of termination for “Cause,” Mr. Zieser would receive only his base salary through the date of termination. Any earned but unpaid Annual Incentive would be forfeited and all equity and Cash LTIP awards subject to restriction would be forfeited.       For Cause ($)     Voluntary ($)     Without Cause ($)(1)     Disability ($)     Death ($)   Payment equal to a multiple of base salary in effect at termination     N/A       N/A       750,000       N/A       N/A   Payment due under Cash LTIPs (2)     N/A       1,221,234       1,221,234       1,221,234       1,221,234   Pension benefit (lump sum) (3)(4)     8,386,118       8,386,118       8,386,118       N/A       8,386,118   Immediate vesting of stock options     N/A       144,440       144,440       144,440       144,440   Immediate vesting of restricted stock and RSUs     N/A       1,517,250       1,517,250       1,517,250       1,517,250     (1) Base salary and Annual Incentive are to be paid in return for a signed full release of all employment-related claims. E. (2) Annual Incentive and Cash LTIP amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2018 and are not duplicated in the above table. Because Mr. Zieser is “Retirement Eligible” under the Company’s retirement policy for all employees, any voluntary resignation would be considered retirement. Mr. Zieser would receive his current base salary through the date of termination, his Annual Incentive would be prorated for the fiscal year in which the termination occurred and any Cash LTIP awards would be paid out according to the terms of the awards. He would also be a participant in the post-retirement welfare plan. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option (3) In the event of termination “Without Cause,” Mr. Karpowicz shall be presumed to have met eligibility requirements of the Replacement Benefit Plan and the Supplemental Benefit Plan or any successor plans and shall be entitled to the amounts that have accrued under such plans through the date of termination. (4) Disabled employees are considered active participants in all retirement plans.   Mr. Karpowicz retired from the Company effective June 30, 2018. He received his fiscal 2018 Annual Incentive and since Mr. Karpowicz was retirement eligible, all his outstanding stock options and RSUs were subject The following table sets forth the estimated payments and benefits that would have been provided to immediate vesting. Mr. Karpowicz is eligible for a Cash LTIP payout based on his full target opportunity for any outstanding performance cycle. Payout will be determined based on actual performance and will occur following the end of the three-year Cash LTIP performance cycle at the same time payouts are made to other participants in the Cash LTIP. Upon retirement, Mr. Zieser if his employment had been terminated as of June 30, 2019, under the circumstances specified.   For Cause ($) Voluntary ($) Without Cause ($) Disability ($) Death ($) Payment equal to a multiple of base salary in effect at termination N/A N/A 1,912,500 750,000 750,000 Payment due under Cash LTIPs (1) N/A 496,571 496,571 496,571 496,571 Continued health/welfare benefits (2) N/A N/A 35,075 N/A N/A Pension benefit (lump sum) (3)(4) 9,480,067 9,480,067 9,480,067 N/A 9,480,067 Immediate vesting of stock options N/A 98,010 98,010 98,010 98,010 Immediate vesting of restricted stock and RSUs N/A 1,095,694 1,095,694 1,095,694 1,095,694 (1) Annual Incentive and Cash LTIP amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2019 and are not duplicated in the abovetable. (2) Mr. Zieser’s employment agreement requires that the Company provide continued benefits to him and his eligible dependents in the event of termination “Without Cause” through the end of the current term of the agreement which would be June 30,2019. (3) In the event of termination “Without Cause,” Mr. Zieser shall be presumed to have met eligibility requirements of the Replacement Benefit Plan and the Supplemental Benefit Plan or any successor plans and shall be entitled to the amounts that have accrued under such plans through the date oftermination. (4) Disabled employees are considered active participants in all retirementplans.   Karpowicz was also eligible to receive distributions from the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. 5. Werther Employment Agreement. The Company entered into an agreement with Mr. Werther effective August 10, 2016. The agreement provides for a minimum annual base salary of $600,000 and target Annual Incentive of 70% of base salary, which may be increased at the discretion of the Compensation Committee. Mr. Werther was a participant in the 2004 Plan, is currently a participant in the 2014 Plan or successor plans, the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. The agreement or plan documents also provide for payment to Mr. Werther in the event his employment is terminated for various reasons as follows: A. If Mr. Werther’s employment were terminated because of death, his base salary would be paid to the legal representative of his estate through the date of death. Any Annual Incentive and Cash LTIP would be paid out according to the terms of the award. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. B. In the event of termination due to “Disability,” Mr. Werther would receive his base salary through the date of disability. Any Annual Incentive earned and any Cash LTIP would be handled in accordance with the terms of the awards. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. C. In the event of termination “Without Cause,” Mr. Werther, in return for a full release of all employment-related claims, would receive his base salary for a period of 12 months following the date of notice of termination. If Mr. Werther fails to execute the release described above, he would receive only his base salary through the date of notice of termination. Any Annual Incentive and Cash LTIP would be paid out according to the terms of the award. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. D. In the event of voluntary termination or termination for “Cause,” Mr. Werther would receive only his base salary through the date of termination. Any earned but unpaid Annual Incentive would be forfeited and all equity and Cash LTIP awards subject to restriction would be forfeited. The following table sets forth the estimated payments and benefits that would have been provided to Mr. Werther if his employment had been terminated as of June 30, 2018, under the circumstances specified.     For Cause ($)     Voluntary ($)     Without Cause ($)(1)     Disability ($)     Death ($)   Payment equal to a multiple of base salary in effect at termination     N/A       N/A       685,000       N/A       N/A   Payment due under Cash LTIPs (2)     N/A       N/A       200,000       400,000       400,000   Pension benefit (lump sum) (3)(4)     78,361       78,361       78,361       N/A       78,361   Immediate vesting of stock options     N/A       N/A       43,960       43,960       43,960   Immediate vesting of restricted stock and RSUs     N/A       N/A       584,919       584,919       584,919   (1) Base salary and Annual Incentive are to be paid in return for a signed full release of all employment-related claims. (2) Annual Incentive and Cash LTIP amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2018 and are not duplicated in the above table. (3) In the event of termination “Without Cause,” Mr. Werther shall be presumed to have met eligibility requirements of the Replacement Benefit Plan and the Supplemental Benefit Plan or any successor plans and shall be entitled to the amounts that have accrued under such plans through the date of termination. (4) Disabled employees are considered active participants in all retirement plans. 6. Zieser Employment Agreement. The Company entered into an agreement with Mr.  Zieser, which became effective August  12, 2008 and continued in effect through June  30, 2011. The term of employment automatically renews for subsequent one-year terms unless written notice is given by either party. The agreement, as amended on December 30, 2008, provides for a minimum annual base salary of $600,000 with any increase in base salary to be determined by the Compensation Committee. Mr. Zieser’s target Annual Incentive will be no less than 70% of his base salary. Mr. Zieser was a participant in the 2004 Plan, is a current participant in the 2014 Plan or successor plans, the Employees’ Retirement Income Plan, the Replacement Benefit Plan and the Supplemental Benefit Plan. The agreement or plan documents also provide for payment to Mr. Zieser in the event his employment is terminated for various reasons as follows: A. If Mr. Zieser’s employment were terminated because of death, his base salary would be paid to the legal representative of his estate in substantially equal installments until the end of the month of the first anniversary of his death, any Annual Incentive earned as determined by the Compensation Committee would be prorated to the date of death and any Cash LTIP award would be paid out according to the terms of the award. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. B. In the event of termination due to “Disability,” Mr. Zieser would receive 100% of his base salary for the first 12 months following such termination. Mr. Zieser would receive his target Annual Incentive for the initial year in which the disability occurs. In addition, any Cash LTIP award would be paid out according to the terms of the award. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. C. In the event of termination “Without Cause,” Mr. Zieser would be entitled to receive a lump sum payment, within the Short-Term Deferral Period as defined in the agreement, equal to 170% of his base salary through the end of the current term, but no less than a total of 18 months of 170% of base salary. Mr. Zieser would receive his Annual Incentive for the year in which the termination occurs. In addition, any Cash LTIP award would be paid out according to the terms of the award. All restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. Mr. Zieser’s employment agreement also provides that should there be a material change in title, duties or reporting relationship during the term of the agreement, he will have the right to terminate his employment and such voluntary termination from Meredith shall be treated as a termination “Without Cause” as described above. D. In the event of termination for “Cause,” Mr. Zieser would receive only his base salary through the date of termination. Any earned but unpaid Annual Incentive would be forfeited and all equity and Cash LTIP awards subject to restriction would be forfeited. E. Because Mr. Zieser is “Retirement Eligible” under the Company’s retirement policy for all employees, any voluntary resignation would be considered retirement. Mr. Zieser would receive his current base salary through the date of termination, his Annual Incentive would be prorated for the fiscal year in which the termination occurred and any Cash LTIP would be paid out according to the terms of the award. He would also be a participant in the post-retirement welfare plan. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option. The following table sets forth the estimated payments and benefits that would have been provided to Mr. Zieser if his employment had been terminated as of June 30, 2018, under the circumstances specified.     For Cause ($)     Voluntary ($)     Without Cause ($)     Disability ($)     Death ($)   Payment equal to a multiple of base salary in effect at termination     N/A       N/A       1,746,750       685,000       685,000   Payment due under Cash LTIPs (1)     N/A       992,252       992,252       992,252       992,252   Continued health/welfare benefits (2)     N/A       N/A       29,030       N/A       N/A   Pension benefit (lump sum) (3)(4)     8,462,092       8,462,092       8,462,092       N/A       8,462,092   Immediate vesting of stock options     N/A       113,040       113,040       113,040       113,040   Immediate vesting of restricted stock and RSUs     N/A       1,218,900       1,218,900       1,218,900       1,218,900   (1) Annual Incentive and Cash LTIP amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2018 and are not duplicated in the above table. (2) Mr. Zieser’s employment agreement requires that the Company provide continued benefits to him and his eligible dependents in the event of termination “Without Cause” through the end of the current term of the agreement which would be June 30, 2018. (3) In the event of termination “Without Cause,” Mr. Zieser shall be presumed to have met eligibility requirements of the Replacement Benefit Plan and the Supplemental Benefit Plan or any successor plans and shall be entitled to the amounts that have accrued under such plans through the date of termination. (4) Disabled employees are considered active participants in all retirement plans. Change in Control   The Company has entered into Amended and Restated Severance Agreements (“CIC Agreements”) with each of the NEOs. The CIC Agreements provide for a double trigger, namely a change in control of the Company and the termination of the officer within two years of such a change in control. The CIC Agreements provide for payments and other benefits if the executive is terminated within two years of a change in control of the Company for any reason other than death, disability, mandatory retirement, “Cause” or voluntary termination other than for “Good Reason”. “Good Reason” includes: an adverse substantial change in position, duties, responsibilities or status; a reduction in base salary; elimination of any benefit or incentive plan; relocation to a place more than 25 miles distance; and other terms as more fully described in the CIC Agreements. If an executive’s employment is terminated prior to the date a change in control occurs, and if there is a reasonable basis that such termination (1) was at the request of a third party that has taken steps reasonably calculated to effect a change in control of the Company or (2) otherwise arose in connection with or anticipation of a change in control, then such termination shall be treated as a termination following a change in control of the Company. A change in control as defined in the CIC Agreements is summarized briefly as follows: 1. The acquisition by any person or entity of the beneficial ownership of more than 20% of either (a) the then outstanding common stock of the Company or (2) otherwise arose in connection with or anticipation of a change in control, then such termination shall be treated as a termination following a change in control of the Company. A change in control as defined in the CIC Agreements is summarized briefly as follows: 1. The acquisition by any person or entity of the beneficial ownership of more than 20% of either (a) the then outstanding common stock of the Company or (b) the combined voting power of the then outstanding voting securities of the Company; 2. The directors who were incumbent at the time of the execution of the CIC Agreement or their successors cease to constitute at least a majority of the Board (not including any director whose nomination or election occurs as a result of an actual or   2. The directors who were incumbent at the time of the execution of the CIC Agreement or their successors cease to constitute at least a majority of the Board (not including any director whose nomination or election occurs as a result of an actual or 39 threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Board); 3. The consummation of certain types of transactions including mergers and the sale of all, or substantially all, of the Company’s assets; or 4. Approval by the shareholders of a complete liquidation or dissolution of the Company.   3. The consummation of certain types of transactions including mergers and the sale of all, or substantially all, of the Company’s assets; or Immediately upon a change in control of the Company, all outstanding stock options shall become exercisable, all restrictions on restricted stock and RSUs shall lapse and Cash LTIP awards shall be paid or delivered as if the performance goals had been fully achieved. The benefit of the immediate vesting of the stock options, restricted stock, RSUs and payments under the Cash LTIP would have been as follows had a change in control occurred on June 30, 2019.   4. Approval by the shareholders of a complete liquidation or dissolution of the Company. Immediately upon a change in control of the Company, all outstanding stock options shall become exercisable, all restrictions on restricted stock and RSUs shall lapse and Cash LTIP awards shall be paid or delivered as if the performance goals had been fully achieved. The benefit of the immediate vesting of the stock options, restricted stock, RSUs and payments under the Cash LTIP would have been as follows had a change in control occurred on June 30, 2018. Award   Lacy ($)   Harty ($)   Ceryanec ($)   Karpowicz ($)   Werther ($)   Zieser ($)   Harty ($) Ceryanec ($) McCreery ($) Zieser ($) Restricted Stock / RSUs     3,324,129       1,992,213       1,462,986       1,517,250       584,919       1,218,900   2,715,945 1,188,140 357,339 1,095,694 Options     408,200       144,440       113,040       144,440       43,960       113,040   Stock Options 207,000 98,010 34,308 98,010 Cash LTIPs     3,353,833       2,397,823       992,252       1,221,234       634,378       992,252   1,260,596 496,571 106,126 496,571   Payment Obligations upon Termination Due to Change in Control   The following table sets forth the payment obligations under the CIC Agreements if the NEO’s employment is terminated as described above in advance of or within two years of a change in control of the Company. The tables assume that the termination took place on June 30, 2019. Obligation NEO’s annual base salary times three (based upon the highest annual rate of salary earned during the preceding 12-month period) (1) Annual Incentive times three (higher of the Annual Incentive target for the year in which the date of termination occurs or the highest Annual Incentive paid in respect of the three fiscal years immediately prior to the year in which the change in control occurred) (1) Any earned and due Annual Incentive payments (1)(2) Prorated Annual Incentive through the date of termination (1)(3) Accrued vacation pay (1) Any compensation previously deferred (with accrued interest or earnings) (1) Pension benefits assuming employment continued for three years after the date of termination (1)(4) Annual matching contribution under the tax-qualified defined contribution plan times three, for each plan (1) Continuation of medical, dental and life insurance for three years after the date of termination (5) Continuation of short-term and long-term disability for three years after the date of termination (5) Continuation of all programs and perquisites for three years after the date of termination (5) Gross-up payment for tax liabilities (6) (1) These amounts are to be paid as a lump sum within five days of the date of termination out of the Company’s (or its successor’s) assets. (2) Annual Incentive amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2019 and are not duplicated in this section. (3) There would be no prorated Annual Incentive through the date of termination since the table assumes the date of termination due to change in control is June 30, 2019. (4) The pension benefit is to be calculated as though the NEO is fully vested and has attained three additional years of age and service under the plans (but not to reduce the NEO’s life expectancy). (5) The benefits are to be continued for three years from the date of termination at the level in effect immediately prior to the change in control or the level in effect at the date of termination, whichever is most favorable to the NEO. (6) The Company may pay directly to the IRS or other taxing authority, for the benefit of the NEO. 1. Base Salary. The CIC Agreements provide for the lump sum payment of three times the NEO’s current annual base salary. The following table sets forth the amount of such payments to each NEO. Harty Ceryanec McCreery Zieser $3,000,000 $2,250,000 $1,575,000 $2,250,000 40 2. Annual Incentive. The CIC Agreements provide for the lump sum payment obligations underof three times the Annual Incentive, as defined in the CIC Agreements. The following table shows the amount of such payments to each NEO. Harty Ceryanec McCreery Zieser $4,075,236 $2,701,671 $1,684,296 $2,701,671 3. Deferred Compensation. The CIC Agreements ifprovide for the lump sum payment of any compensation previously deferred including any accrued interest or earnings as defined in the deferral agreements. The following table shows the amount of such payments to each NEO. Harty Ceryanec McCreery Zieser $— $3,037,888 $21,309 $4,280,260 4. Pension Benefits. The CIC Agreements provide for an additional three years of age and service to be added (without affecting the life expectancy) in calculating each NEO’s employment is terminated as described abovepension benefit in advance of or within two yearsthe event of a change in controlcontrol. The following table shows the amount of such payments to each NEO. Harty Ceryanec McCreery Zieser $11,825,502 $7,003,101 $2,459,583 $12,298,762 5. Continuation of Benefits and Perquisites. The CIC Agreements provide that the NEO and his eligible dependents shall continue, to the extent permitted by law, to be covered by all services, programs, perquisites, defined contribution plans and insurance plans in which the NEO participated immediately prior to the time of the Company.change in control, for a period of three years after the NEO’s date of termination. The tables assumefollowing table shows the cost to the Company for each of the NEOs for each of the benefits and perquisites. Benefit/Perquisite Harty ($) Ceryanec ($) McCreery ($) Zieser ($) Matching contribution to tax-qualified defined contribution plan 37,463 37,463 37,463 37,463 Continuation of medical and dental insurance for three years 53,478 35,658 52,875 59,466 Continuation of group, NEO supplemental life and split-dollar life insurance for three years 10,580 1,066 1,066 25,111 Continuation of short-term, long-term and NEO long-term disability for three years 20,577 20,564 4,732 20,649 Continuation of professional fees reimbursement for three years (calculated at maximum) 30,000 30,000 30,000 30,000 Continuation of club dues and auto allowance for three years 121,532 64,441 65,411 63,738 6. Post-Retirement Welfare Benefits. The CIC Agreements provide for an additional three years of age and service to be added to each NEO’s post-retirement welfare benefits (including medical, dental and life). Messrs. Harty, Ceryanec and Zieser currently meet the requirements to retire and participate in the post-retirement welfare plan. Mr. McCreery does not meet the eligibility requirements. The terms of the CIC Agreements provide that active welfare benefits would continue for three years and post-retirement welfare benefits would not commence until the three-year period is over. Therefore, the value of the post-retirement welfare benefits provided from July 1, 2018 through June 30, 2019 is not included. 7. Gross-up Payments. The CIC Agreements provide that the termination took place on June 30, 2018. Obligation NEO’s annual base salary times three (based upon the highest annual rate of salary earned during the preceding 12-month period) (1) Annual Incentive times three (higher of the Annual Incentive target for the year in which the date of termination occurs or the highest Annual Incentive paid in respect of the three fiscal years immediately prior to the year in which the change in control occurred) (1)Company will provide to the NEO a “gross-up” payment to cover any excise taxes incurred under Section 4999 of the IRC, including all other income-related taxes. Under those circumstances, each active NEO, except Mr. McCreery, would be entitled to receive the following amounts. Any earned and due Annual Incentive payments (1)(2) Prorated Annual Incentive through the date of termination (1)(3) Accrued vacation pay (1) Any compensation previously deferred (with accrued interest or earnings) (1) Pension benefits assuming employment continued for three years after the date of termination (1)(4) Annual matching contribution under the tax-qualified defined contribution plan times three, for each plan (1) Continuation of medical, dental and life insurance for three years after the date of termination (5) Continuation of short-term and long-term disability for three years after the date of termination (5) Continuation of all programs and perquisites for three years after the date of termination (5) Gross-up payment for tax liabilities (6) Harty Ceryanec Zieser $— $3,260,132 $—   (1) These amounts are to be paid as a lump sum within five days of the date of termination out of the Company’s (or its successor’s) assets. (2) Annual Incentive amounts received by virtue of being employed at the end of the fiscal year are reported in the Summary Compensation Table for fiscal 2018 and are not duplicated in this section. (3) There would be no prorated Annual Incentive through the date of termination since the table assumes the date of termination due to change in control is June 30, 2018. (4) The pension benefit is to be calculated as though the NEO is fully vested and has attained 36 additional months of age and service under the plans (but not to reduce the NEO’s life expectancy). (5) The benefits are to be continued for three years from the date of termination at the level in effect immediately prior to the change in control or the level in effect at the date of termination, whichever is most favorable to the NEO. (6) The Company may pay directly to the IRS or other taxing authority, for the benefit of the NEO.   1. Base Salary. The CIC Agreements provide for the lump sum payment of three times the NEO’s current annual base salary. The following table sets forth the amount of such payments to each NEO. Lacy   Harty   Ceryanec   Karpowicz   Werther   Zieser $3,000,000   $2,700,000   $2,055,000   $2,250,000   $2,055,000   $2,055,000 Execution of a release of claims is not a prerequisite to the receipt of payments under the CIC Agreements. The CIC Agreements do not include non-compete, non-solicit, non-disparagement or confidentiality provisions. The NEOs are under no obligation to seek   2. Annual Incentive. The CIC Agreements provide for the lump sum payment of three times the Annual Incentive, as defined   in the CIC Agreements. The following table shows the amount of such payments to each NEO. 41 Lacy   Harty   Ceryanec   Karpowicz   Werther   Zieser $6,817,035   $4,075,236   $2,701,671   $3,403,449   $2,106,417   $2,701,671 3. Deferred Compensation. The CIC Agreements provide for the lump sum payment of any compensation previously deferred   including any accrued interest or earnings as defined in the deferral agreements. The following table shows the amount   of such payments to each NEO. Lacy   Harty   Ceryanec   Karpowicz   Werther   Zieser $3,208,690   $—   $2,699,152   $130,331   $—   $3,802,996 4. Pension Benefits. The CIC Agreements provide for an additional three years of age and service to be added (without   affecting the life expectancy) in calculating each NEO’s pension benefit in the event of a change in control. The following   table shows the amount of such payments to each NEO. Lacy   Harty   Ceryanec   Karpowicz   Werther   Zieser $30,161,501   $9,972,371   $6,097,007   $12,133,479   $2,150,419   $11,770,980 5. Continuation of Benefits and Perquisites. The CIC Agreements provide that the NEO and his eligible dependents shall continue, to the extent permitted by law, to be covered by all services, programs, perquisites, defined contribution plans and insurance plans in which the NEO participated immediately prior to the time of the change in control, for a period of 36 months after the NEO’s date of termination. The following table shows the cost to the Company for each of the NEOs for each of the benefits and perquisites. Benefit/Perquisite   Lacy ($)     Harty ($)     Ceryanec ($)     Karpowicz ($)     Werther ($)     Zieser ($)   Matching contribution to tax-qualified defined contribution plan     36,788       36,788       36,788       36,788       36,788       36,788   Continuation of medical and dental insurance for 36 months     26,878       40,731       26,878       26,878       59,919       40,731   Continuation of group, NEO supplemental life and split-dollar life insurance for 36 months     45,513       10,459       945       63,210       3,537       25,251   Continuation of short-term, long-term and NEO long-term disability for 36 months     18,960       21,036       21,023       29,142       34,298       21,107   Continuation of professional fees reimbursement for 36 months (calculated at maximum)     30,000       30,000       30,000       30,000       30,000       30,000   Continuation of club dues and auto allowance for 36 months     70,271       132,679       64,963       52,246       —       68,400   6. Post-Retirement Welfare Benefits. The CIC Agreements provide for an additional three years of age and service to be added to each NEO’s post-retirement welfare benefits (including medical, dental and life). Messrs. Lacy, Harty, Karpowicz and Zieser currently meet the requirements to retire and participate in the post-retirement welfare plan. None of the other NEOs would meet the eligibility requirements. The terms of the CIC Agreements provide that active welfare benefits wouldcontinue for three years and post-retirement welfare benefits would not commence until the three-year period is over. Therefore, the value of the post-retirement welfare benefits provided from July 1, 2017 through June 30, 2018 is not included. 7. Gross-up Payments. The CIC Agreements provide that the Company will provide to the NEO a “Gross-up” payment to cover any excise taxes incurred under Section 4999 of the IRC, including all other income-related taxes. Under those circumstances, each NEO, except Mr. Werther, would be entitled to receive the following amounts. Lacy   Harty   Ceryanec   Karpowicz   Zieser $—   $4,726,192   $4,116,176   $—   $— Execution of a release of claims is not a prerequisite to the receipt of payments under the CIC Agreements. The CIC Agreements do not include non-compete, non-solicit, non-disparagement or confidentiality provisions. The NEOs are under no obligation to seek other employment nor shall any compensation earned by the NEOs reduce the amount of any payment provided for under the CIC Agreements.   CEO PAY RATICEO Pay Ratio DisclosureO DISCLOSURE According to the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to disclose the relationship of the total annual compensation of our median employee and the total annual compensation of our President and CEO for fiscal 2019.   According to the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to disclose the relationship of the total annual compensation of our median employee and the total annual compensation of our President and CEO for fiscal 2018.   ● The total annual compensation of the median employee identified at Meredith was $68,480,$75,496, which excludes our President and CEO.   ● Our President and CEO’s annual total compensation was $7,673,178.$7,304,263.   ● The ratio of the annual total compensation of our President and CEO to the total annual compensation of our median employee was 11297 to 1. We selected June 30, 2018 as the date on which to determine our median employee, which is a date within the last three months of fiscal 2018. We included over 3,350 of our full-time, part-time and temporary workers employed on June 30, 2018 to determine our employee population, all of which are located in the United States. We did not include freelance workers, temporary employees who were employed and paid by a third party or independent contractors. Since we acquired Time Inc. on January 31, 2018, we did not include any Time Inc. employees. We identified the median employee by determining each employee’s base salary and bonus, if any, paid during fiscal 2018. The base salary for new employees hired after July 1, 2017 were annualized to June 30, 2018. We selected June 30, 2019 as the date on which to determine our median employee, which is a date within the last three months of fiscal 2019. We included 5,800 of our full-time, part-time and temporary workers employed on June 30, 2019 to determine our employee population, all of which are located in the United States and India. Our international employee population, besides India, accounts for less than 1% of the total employee population and thus was excluded. We also did not include freelance workers, temporary employees who were employed and paid by a third party or independent contractors. We identified the median employee by determining each employee’s base salary and bonus, if any, paid during fiscal 2019. The base salaries for new employees hired after July 1, 2018 were annualized to June 30, 2019. After the median employee was identified, we calculated the annual total compensation for the employee using the same methodology we use for our NEOs in the Summary Compensation Table in this Proxy Statement. Since the Company had two CEOs during fiscal 2018, we elected to use Mr. Harty, the active President and CEO as of June 30, 2018 for purposes of determining the CEO pay ratio. Mr. Harty was promoted to President and CEO effective February 1, 2018. In determining Mr. Harty’s total annual compensation used for the CEO pay ratio, we annualized his current base salary as if he were President and CEO for all of fiscal 2018, annualized his Annual Incentive and fiscal 2016-2018 Cash LTIP payout using his new target as President and CEO and calculated his equity awards as if he were President and CEO for all of fiscal 2018. This resulted in total annual total compensation of $7,673,178 as opposed to the amount shown in the Summary Compensation Table of $7,001,400. The ratio of the annual total compensation of our President and CEO to the total annual compensation of our median employee would be 102 to 1 if we calculated the ratio using the annual total compensation of our President and CEO from the Summary Compensation Table.   Due to the various methodologies and assumptions used in determining the CEO pay ratio, the ratios disclosed by other companies are likely not comparable.   COMPONENTS OF DIRECTOR COMPENSATION Employee directors receive no additional compensation for board service. The Employee directors receive no additional compensation for board service. At the beginning of fiscal 2019, the annual board cash retainer for non-employee directors was $85,000 with an additional committee member retainer of $10,000 and an additional committee chairman retainer of $20,000. At the August 2018 meeting, Willis Towers Watson presented an updated peer group for non-employee director compensation due to the acquisition of Time Inc. Based on the updated peer group, an increase to the annual board cash retainer from $85,000 to $105,000 was approved, committee member retainers were removed and an increase to the Finance/Audit committee chairman retainer from $20,000 to $30,000 was approved. These changes were in effect at the Annual Meeting in November 2018. In February 2019, the Board also approved a Chairman of the Board retainer of $135,000. Non-employee directors may elect to convert all or half of the annual cash board retainer, including any additional chairman retainers, into restricted stock or SEUs as follows: 105% of the retainer may be received as restricted stock or SEUs, or 50% of the retainer may be received in cash and 52.5% of the retainer received as restricted stock or SEUs. Restricted stock pays dividends and vests one-third each year on the first three anniversaries of the grant date or upon the director’s retirement from the Board. SEUs are fully vested but are paid out as common stock on a one-for-one basis only upon the director’s resignation, retirement or other termination of service from the Board. Dividends on SEUs are reinvested. In addition to the annual board cash retainer each year, on the date of the Annual Meeting, each non-employee director receives an equity grant, half in restricted stock and half in nonqualified stock options. At the August 2018 meeting, an increase to the equity grant value from $110,000 to $135,000 was approved. This change was $85,000 with an additional committee member retainer of $10,000 and an additional committee chairman retainer of $20,000. At the August 2018 meeting, Willis Towers Watson presented an updated peer group for non-employee director compensation due to the acquisition of Time Inc. Based on the updated peer group, an increase to the annual board cash retainer from $85,000 to $105,000 was approved, committee member retainers were removed and an increase to the Finance/Audit committee chairman retainer from $20,000 to $30,000 was approved. These changes will be in effect at the Annual Meeting in November 2018. Non-employee directors may elect to convert all or half of the annual cash board retainer, including any additional chairman and committee retainers, into restricted stock or SEUs as follows: 105% of the retainer may be received as restricted stock or SEUs, or 50% of the retainer may be received in cash and 52.5% of the retainer received as restricted stock or SEUs. Restricted stock pays dividends and vests one-third each year on the first three anniversaries of the grant date or upon the director’s retirement from the Board. SEUs are fully vested but are paid out as common stock on a one-for-one basis only upon the director’s resignation, retirement or other termination of service from the Board. Dividends on SEUs are reinvested. In addition to the annual board cash retainer each year, on the date of the Annual Meeting, each non-employee director receives an equity grant with a fair market value of $110,000, half in restricted stock and half in nonqualified stock options. At the August 2018 meeting, an increase to the equity grant value from $110,000 to $135,000 was also approved. This change will be in effect at the Annual Meeting in November 2018. One-third of the number of shares of restricted stock and stock options granted vests each of the first three anniversaries of the grant date. Stock options have an exercise price equal to the closing price of the Company’s common stock on the NYSE on the date of the grant and expire on the tenth anniversary of the grant date. Upon election to the Board, each new non-employee director may choose to receive a grant of 1,200 shares of restricted stock which vests one-third each year on the first three anniversaries of the grant date or a grant of 1,200 SEUs which, although fully vested, are paid out as common stock on a one-for-one basis only upon the director’s resignation, retirement or other termination of service from the Board. 42 For calendar year 2019, three of eight non-employee directors elected to receive all or 52.5% of their annual board cash retainer in the form of restricted stock or SEUs. Fees paid in stock are awarded on the date of the Annual Meeting. Cash retainers are paid in quarterly installments. The Company reimburses directors for out-of-pocket expenses related to attendance at Board and committee meetings. The Company also offers a matching gifts program where every dollar contributed by a director to an eligible charity is matched dollar-for-dollar up to $5,000. The compensation paid to each non-employee director during fiscal 2019 is shown in the table below. Director Compensation for Fiscal 2019 Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1)(2)(3)(4) Option Awards ($)(2)(4)(5) All Other Compensation ($)(6) Total ($) Donald A. Baer — 177,831 67,510 9,892 255,233 Donald C. Berg 127,500 67,552 67,510 8,892 271,454 D. Mell Meredith Frazier 120,000 67,552 67,510 6,890 261,952 Frederick B. Henry 105,000 67,552 67,510 4,892 244,954 Beth J. Kaplan 105,000 67,552 67,510 8,724 248,786 Paula A. Kerger 26,250 193,149 67,510 8,985 295,894 Stephen M. Lacy (7) 60,000 — — 5,000 65,000 Phillip A. Marineau 105,000 67,552 67,510 9,892 249,954 Christopher Roberts III 26,250 71,208 — 690 98,148 Elizabeth E. Tallett 60,000 133,168 67,510 8,892 269,570 (1) Stock awards (including SEUs) are reported at the aggregate grant date fair value in accordance with FASB ASC Topic718. (2) All current non-employee directors received a grant of restricted stock with a grant date fair value of $67,552 (1,151 shares) and stock options with a grant date fair value of $67,510 (4,697 stock options) on the date of the 2018 Annual Meeting (November 14, 2018). The value of restricted stock awards is based on the closing price of the Company’s common stock on the NYSE on the date of grant. The estimated value of stock options is calculated using the grant and expire on the tenth anniversaryBlack-Scholes option valuation model. For a description of the grant date. Upon electionassumptions used to calculate the amounts, see Note 13 to the Board, each new non-employee director may choose to receive a grant of 1,200 shares of restricted stock which vests one-third each year onCompany’s audited financial statements included in the first three anniversariesForm 10-K. The closing price of the grant date or a grant of 1,200 SEUs which, although fully vested, are paid out asCompany’s common stock on a one-for-one basis only upon the director’s resignation, retirement or other terminationNYSE on November 14, 2018 was$58.69. (3) Included in this column: Mr. Baer received 105% of service from the Board. For calendar year 2018, three of eight non-employee directors elected to receive all or 52.5% of theirhis annual board cash retainer in the form of restricted stock or SEUs. Fees paidSEUs with a grant date fair value of $110,278. Ms. Kerger received 52.5% of her annual retainer in stock are awarded on the form of SEUs with a grant date fair value of $55,169. Ms. Tallett received 52.5% of her annual retainer in the Annual Meeting. Cash retainers are paid in advance in quarterly installments. The Company reimburses directors for out-of-pocket expenses related to attendance at Board and committee meetings. The Company also offersform of SEUs with a matching gifts program where every dollar contributed by agrant date fair value of$65,615. (4) As of June 30, 2019, each director to an eligible charity is matched dollar-for-dollar up to $5,000. The compensation paid to each non-employee director during fiscal 2018 isheld outstanding equity awards as shown in the table below.below displayed as number ofshares: Name Options Restricted Stock SEUs Donald A. Baer 24,619 2,207 10,160 Donald C. Berg 36,783 2,207 8,361 D. Mell Meredith Frazier 28,683 2,207 — Frederick B. Henry 20,548 2,207 2,410 Beth J. Kaplan 10,633 1,857 1,321 Paula A. Kerger 4,697 2,351 970 Stephen M. Lacy (7) 335,750 — 37,734 Phillip A. Marineau 31,383 2,207 5,909 Christopher Roberts III — 1,200 — Elizabeth E. Tallett 59,628 2,207 17,209 (5) Director CompensationOption awards are reported at the aggregate grant date fair value in accordance with FASB ASC Topic 718. (6) Amounts in this column for Fiscal 2018fiscal 2019 include dividends on restricted stock awards which are not included in the grant date fair value, amounts matched by the Company with respect to a director’s charitable contribution under the matching gifts program and any personal aircraft use. (7) Name   Fees Earned or Paid in Cash ($)   Stock Awards ($)(1)(2)(3)(4)   Option Awards ($)(2)(4)(5)   All Other Compensation ($)(6)   Total ($) Baer   5,000   165,308   55,001   4,694   230,003 Berg   110,000   55,016   55,001   4,486   224,503 Frazier   115,000   55,016   55,001   14,360   239,377 Henry   110,000   55,016   55,001   4,486   224,503 Johnson   5,000   165,308   55,001   9,486   234,795 Kaplan   105,000   55,016   55,001   1,703   216,720 Marineau   110,000   55,016   55,001   4,486   224,503 Tallett   57,500   115,440   55,001   9,486   237,427 Mr. Lacy’s compensation does not include what he was paid as Executive Chairman during fiscal 2019 (retired March 31, 2019). However, his outstanding equity awards were granted during his tenure as an executive officer.   (1) Stock awards (including SEUs) are reported at the aggregate grant date fair value in accordance with FASB ASC Topic 718. (2) All non-employee directors received a grant of restricted stock with a grant date fair value of $55,016 (1,058 shares) and stock options with a grant date fair value of $55,001 (5,936 stock options) on the date of the 2017 Annual Meeting (November 8, 2017). The value of restricted stock awards is based on the closing price of the Company’s common stock on the NYSE on the date of grant. The estimated value of stock options is calculated using the Black-Scholes option valuation model. For a description of the assumptions used to calculate the amounts, see Note 12 to the Company’s audited financial statements included in the Form 10-K. The closing price of the Company’s common stock on the NYSE on November 8, 2017 was $52.00. (3) Included in this column: Mr. Baer and Mr. Johnson received 105% of their annual retainer in the form of SEUs with a grant date fair value of $110,292. Ms. Tallett received 52.5% of her annual retainer in the form of SEUs with a grant date fair value of $60,424. (4) As of June 30, 2018, each director held outstanding equity awards as shown in the table below displayed as number of shares: Name   Options   Restricted Stock   SEUs   Baer   19,922   2,113   7,886   Berg   32,086   2,113   8,020   Frazier   23,986   2,113   —   Henry   15,851   2,113   2,312   Johnson   60,931   2,113   55,798   Kaplan   5,936   1,058   1,267   Marineau   26,686   2,113   5,668   Tallett   60,931   2,113   15,401   (5) Option awards are reported at the aggregate grant date fair value in accordance with FASB ASC Topic 718. (6) Amounts in this column for fiscal 2018 include dividends on restricted stock awards which are not included in the grant date fair value, amounts matched by the Company with respect to a director’s charitable contribution under the matching gifts program and any personal aircraft use. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Under SEC regulations, persons who have power to vote or to dispose of shares of the Company, either alone or jointly with others, are deemed to be beneficial owners of such shares. Because the voting or dispositive power of certain stock listed in the following table is shared or held by different persons, in some cases the same securities are listed opposite more than one name in the table. The total number of the Company’s shares listed in the table (excluding stock options that are presently exercisable or will become exercisable prior to October 30, 2018) after elimination of such duplication is 16,906,037 shares of common stock (approximately 42% of the outstanding common stock) and 4,864,134 shares of Class B stock (approximately 95% of the outstanding Class B stock). Set forth below is information as of August 31, 2018 Under SEC regulations, persons who have power to vote or to dispose of shares of the Company, either alone or jointly with others, are deemed to be beneficial owners of such shares. Because the voting or dispositive power of certain stock listed in the following table is shared or held by different persons, in some cases the same securities are listed opposite more than one name in the table. The 43 total number of the Company’s shares listed in the table (excluding stock options that are presently exercisable or will become exercisable prior to October 30, 2019) after elimination of such duplication is 25,603,720 shares of common stock (approximately 64% of the outstanding common stock) and 4,864,134 shares of Class B stock (approximately 96% of the outstanding Class B stock). Set forth below is information as of August 31, 2019 concerning security ownership by each person who is known to management to be the beneficial owner of more than 5% of any class of the Company’s voting securities, by each director and nominee for director, by each NEO and by the Company’s directors and executive officers as a group.    Name Common Stock Owned Class B Stock Owned (1) Sole Voting or     Investment Power Shared Voting or Investment Power % of Class (2) Sole Voting or     Investment Power Shared Voting or Investment Power % of Class a. Beneficial owners of more than 5%               E. T. Meredith, IV (3) c/o Cheri Cipperley 1716 Locust Street Des Moines, IA 50309 — 682,412 7.6 2,260,048 102,412 46.4   D. Mell Meredith Frazier, Director (3)(12)(15) 1716 Locust Street Des Moines, IA 50309 36,173 682,412 7.4 2,157,657 102,412 44.4   BlackRock, Inc. (4) 55 East 52nd Street New York, NY 10055 5,640,273 — 14.1 — — —   State Street Corporation (5) One Lincoln Street Boston, MA 02111 — 5,021,289 12.5 — — —   The Vanguard Group, Inc. (6) 100 Vanguard Blvd. Malvern, PA 19355 3,962,483 86,561 10.1 — — —   Ceredex Value Advisors, LLC (7) 301 E Pine Street #500 Orlando, FL 32801 2,716,995 — 6.8 — — —   Barrow, Hanley, Mewhinney & Strauss, LLC (8) 2200 Ross Avenue, 31st Floor Dallas, TX 75201 2,549,721 1,992,622 6.4 — — —   Royce & Associates, LP (9) 745 Fifth Avenue New York, NY 10151 2,357,915 — 5.9 — — —   Dimensional Fund Advisors, LP (10) Building One 6300 Bee Cave Road Austin, TX 78746 1,998,726 — 5.0 — — — b. Directors, not listed above, including nominees and executive officers               Donald A. Baer, Director (11)(12) 31,035 — * — — —   Donald C. Berg, Director (11)(12) 52,013 — * — — —   Joseph H. Ceryanec, CFO (13)(14)(15) 120,004 — * — — —   Thomas H. Harty, Director, President and CEO (13)(14)(15) 186,670 — * — — —   Frederick B. Henry, Director (11)(12) 14,615 — * — 344,017 6.8   Beth J. Kaplan, Director (11)(12) 5,516 — * — — —   Paula A. Kerger, Director (11) 3,321 — * — — —   Stephen M. Lacy, Director (11)(12)(15)(17) 497,210 2,600 1.2 — — —   Philip A. Marineau, Director (11)(12) 41,901 — * — — —   Patrick McCreery, President - Local Media Group (13)(14)(15) 19,807 — * — — —   Christopher Roberts III, Director 1,200 — * — — —   Elizabeth E. Tallett, Director (11)(12) 81,137 — * — — —   Jonathan B. Werther, President - National Media Group (13)(14)(16) 142,390 — * — — —   John S. Zieser, Chief Development Officer, General Counsel (13)(14)(15) 115,625 — * — — —   All directors and executive officers as a group (3)(11)(12)(13)(14)(16)(17) [15 persons] 1,348,617 685,012 11.6 2,157,657 446,429 51.1 *Less than 1%  44 (1) Class B stock is not transferable except to members of the family of the holder and certain other related entities. However, Class B stock is convertible share for share at any time into fully transferable common stock without the payment of any consideration. Holders of common stock are entitled to cast one vote for each share of common stock owned on the record date. Holders of Class B stock are entitled to cast ten votes for each share owned on the record date. (2) Shares listed in the table under “Common Stock Owned” do not include shares of common stock deemed to be owned by the shareholder as a result of the shareholder’s ownership of Class B stock which is convertible share for share into common stock. However, the calculation of “% of Class” includes such shares deemed to be owned. If such shares were not included in the calculations, the common stock ownership percentages would be 1.7% for E. T. Meredith, IV and 1.8% for D. Mell Meredith Frazier; the other individuals’ ownership percentages would be unchanged and the ownership percentage in (b) All directors and executive officers as a group.group would be5.3%.         Common Stock Owned   Class B Stock Owned (1)   Name   Sole Voting or Investment Power   Shared Voting or Investment Power   % of Class (2)   Sole Voting or Investment Power   Shared Voting or Investment Power   % of Class a. Beneficial owners of more than 5%                           E. T. Meredith, IV (3) c/o Chris Sidwell 1716 Locust Street Des Moines, IA 50309   —   682,412   7.6   2,260,048   102,412   46.3   D. Mell Meredith Frazier, Director (3)(9)(12)(13) 1716 Locust Street Des Moines, IA 50309   29,587   682,412   7.5   2,157,657   102,412   44.3   BlackRock, Inc. (4) 55 East 52nd Street New York, NY 10055   5,254,629   —   13.2   —   —   —   State Street Corporation (5) One Lincoln Street Boston, MA 02111   —   4,604,154   11.5   —   —   —   The Vanguard Group, Inc. (6) 100 Vanguard Blvd. Malvern, PA 19355   3,450,621   45,674   8.8   —   —   —   Barrow, Hanley, Mewhinney & Strauss, LLC (7) 2200 Ross Avenue, 31st Floor Dallas, TX 75201   2,117,498   1,797,035   5.3   —   —   — b. Directors, not listed above, including nominees andexecutive officers Donald A. Baer, Director (8)(9)(12)   22,107   —   *   —   —   —   Donald C. Berg, Director (8)(9)(12)   45,186   —   *   —   —   —   Joseph H. Ceryanec, CFO (10)(11)(12)(13)   108,741   —   *   —   —   —   Thomas H. Harty, Director, President and CEO (10)(11) (12)(13)   150,077   —   *   —   —   —   Frederick B. Henry, Director (8)(9)(12)   9,087   —   *   —   344,017   6.7   Joel W. Johnson, Director (8)(9)(12)   128,908   —   *   —   —   —   Beth J. Kaplan, Director (8)   2,326   —   *   —   —   —   Paul A. Karpowicz, President - Local Media Group (10) (11)(12)(14)(15)   160,793   12,940   *   —   —   —   Stephen M. Lacy, Director, Executive Chairman (10)(11) (12)(13)(15)   229,544   2,600   *   —   —   —   Philip A. Marineau, Director (8)(9)(12)   35,174   —   *   —   —   —   Elizabeth E. Tallett, Director (8)(9)(12)   74,780   —   *   —   —   —   Jonathan B. Werther, President - National Media Group (10)(11)(12)(14)   42,785   —   *   —   —   —   John S. Zieser, Chief Development Officer, General Counsel (10)(11)(12)(13)   119,984   —   *   —   —   —   All directors and executive officers as a group (3)(8)(9) (10)(11)(12)(13)(14)(15) [14 persons]   1,159,079   697,952   11.2   2,157,657   446,429   50.9 (3) Includes shares owned by various trusts. The inclusion of these shares is not to be taken as an admission by the named shareholder of beneficial ownership of these shares for any otherpurpose.   *Less than 1% (4) (1) Class B stock is not transferable except to members of the family of the holder and certain other related entities. However, Class B stock is convertible share for share at any time into fully transferable common stock without the payment of any consideration. Holders of common stock are entitled to cast one vote for each share of common stock owned on the record date. Holders of Class B stock are entitled to cast ten votes for each share owned on the record date. Information as of December 31, 2018 based on Schedule 13G/A filed with the SEC. BlackRock, Inc. (“BlackRock”) has sole voting power over 5,497,073 shares of common stock and sole dispositive power over 5,640,273 shares of common stock. BlackRock serves as a parent holding company and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 5,640,273 shares of commonstock. (2) Shares listed in the table under “Common Stock Owned” do not include (5) Information as of December 31, 2018 based on Schedule 13G filed with the SEC. State Street Corporation (“State Street”) has shared voting power over 4,897,779 shares of common stock and shared dispositive power over 5,021,289 shares of common stock. State Street serves as a parent holding company and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 5,021,289 shares of common stock deemed to be owned by the shareholder as a result of the shareholder’s ownership of Class B stock which is convertible share for share into common stock. However, the calculation of “% of Class” includes such shares deemed to be owned. If such shares were not included in the calculations, the common stock ownership percentages would be 1.71% for E. T. Meredith, IV and 1.79% for D. Mell Meredith Frazier; the other individuals’ ownership percentages would be unchanged and the ownership percentage in (b)All directors and executive officers as a group would be 4.7%.stock. (3) Includes shares owned by various trusts. The inclusion of these shares is not to be taken as an admission by the named shareholder of beneficial ownership of these shares for any other purpose. (6) Information as of August 30, 2019 based on Schedule 13G/A filed with the SEC. The Vanguard Group, Inc. (“Vanguard”) has sole voting power over 85,929 shares of common stock, shared voting power over 5,114 shares of common stock, sole dispositive power over 3,962,483 shares of common stock and shared dispositive power over 86,561 shares of common stock. Vanguard Fiduciary Trust Company (“VTFC”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 81,447 (0.20%) of common stock as a result of its serving as an investment manager of collective trust accounts. VFTC directs the voting of these shares. Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 9,596 shares (0.02%) of common stock as a result of its serving as investment manager of Australian investment offerings. VIA directs the voting of these shares. Vanguard may be deemed to beneficially own 4,049,044 shares of common stock. (4) Information as of March 31, 2018 based on Schedule 13G/A filed with the SEC. BlackRock, Inc. (“BlackRock”) has sole voting power over 5,164,837 shares of common stock and sole dispositive power over 5,254,629 shares of common stock. BlackRock serves as a parent holding company and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 5,254,629 (7) Information as of December 31, 2018 based on Schedule 13G filed with the SEC. Ceredex Value Advisors LLC (“Ceredex”) has sole voting power over 2,168,645 shares of common stock and sole dispositive power over 2,716,995 shares of common stock. Ceredex serves as a parent holding company and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 2,716,995 shares of common stock. (5) Information as of December 31, 2017 based on Schedule 13G filed with the SEC. State Street Corporation (“State Street”) has shared dispositive and shared voting power over 4,604,154 shares of common stock. State Street serves as a parent holding company and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 4,604,154 (8) Information as of December 31, 2018 based on Schedule 13G filed with the SEC. Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”) has sole voting power over 557,099 shares of common stock, shared voting power over 1,992,622 shares of common stock and sole dispositive power over 2,549,721 shares of common stock. Barrow Hanley serves as an investment adviser and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 2,549,721 shares of commonstock. (6) Information as of December 31, 2017 based on Schedule 13G/A filed with the SEC. The Vanguard Group, Inc. (“Vanguard”) has sole voting power over 43,374 shares of common stock, shared voting power over 5,300 shares of common stock, sole dispositive power over 3,450,621 shares of common stock and shared dispositive power over 45,674 shares of common stock. Vanguard Fiduciary Trust Company (“VTFC”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 40,374 (0.10%) of common stock as a result of its serving as an investment manager of collective trust accounts. VFTC directs the voting of these shares. Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 8,300 shares (0.02%) of common stock as a result of its serving as investment manager of Australian investment offerings. VIA directs the voting of these shares. Vanguard may be deemed to beneficially own 3,496,295 (9) Information as of December 31, 2018 based on Schedule 13G/A filed with the SEC. Royce & Associates, LP (“Royce”) has sole voting power and sole dispositive power over 2,357,915 shares of common stock. Royce serves as a parent holding company and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 2,357,915 shares of commonstock. (7) Information as of December 31, 2017 based on Schedule 13G filed with the SEC. Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”) has sole voting power over 320,463 shares of common stock, shared voting power over 1,797,035 shares of common stock and sole dispositive power over 2,117,498 shares of common stock. Barrow Hanley serves as an investment adviser and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 2,117,498 (10) Information as of December 31, 2018 based on Schedule 13G filed with the SEC. Dimensional Fund Advisors, LP (“Dimensional”) has sole voting power over 1,942,825 shares of common stock and sole dispositive power over 1,998,726 shares of common stock. Dimensional serves as a parent holding company and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,998,726 shares of commonstock. (8) Includes SEUs held by non-employee directors under the Meredith Corporation Stock Plan for non-employee directors as follows (rounded up to the nearest whole number): Baer-7,887, Berg-8,021, Henry-2,312, Johnson-55,798, Kaplan-1,268, Marineau-5,669 and Tallett-15,401 for an aggregate total of 96,356. (11) Includes SEUs held by non-employee directors under the Meredith Corporation Stock Plan for non-employee directors as follows (rounded up to the nearest whole number): Baer-10,160, Berg-8,361, Henry-2,410, Kaplan-1,321, Kerger-970, Lacy-37,734, Marineau-5,909 and Tallett-17,209 for an aggregate total of 84,075. (9) Includes shares which are subject to presently exercisable stock options or stock options exercisable within 60 days following August 31, 2018 by non-employee directors as follows: Baer-8,733, Berg-20,897, Frazier-12,797, Henry-4,662, Johnson-49,742, Marineau-15,497 and Tallett-49,742 for an aggregate total of 162,070. (12) Includes shares which are subject to presently exercisable stock options or stock options exercisable within 60 days following August 31, 2019 by non-employee directors as follows: Baer-14,069, Berg-26,233, Frazier-18,133, Henry-9,998, Kaplan-1,978, Lacy-335,750, Marineau-20,833 and Tallett-49,078 for an aggregate total of476,072. (10) Includes SEUs and/or RSUs held by executive officers under the Company’s Stock Incentive Plans as follows (rounded up to the nearest whole number): Ceryanec-78,254, Harty-46,315, Karpowicz-32,306, Lacy-120,152, Werther-16,719 and Zieser-98,219 for an aggregate total of 391,965. (13) Includes SEUs and/or RSUs held by executive officers under the Company’s Stock Incentive Plans as follows (rounded up to the nearest whole number): Ceryanec-69,953, Harty-39,327, McCreery-387, Werther-17,115 and Zieser-90,838 for an aggregate total of 217,620. Does not include McCreery’s 5,540 RSUs as he is not retirement eligible and does not beneficially own theshares. (11) Includes shares which are subject to presently exercisable stock options or stock options exercisable within 60 days following August 31, 2018 by executive officers under the Company’s Stock Incentive Plans as follows: Ceryanec-18,000, Harty-69,000, Karpowicz-70,500, Lacy-65,000, Werther-21,000 and Zieser-18,000 for an aggregate total of 261,500. (14) Includes shares which are subject to presently exercisable stock options or stock options exercisable within 60 days following August 31, 2019 by executive officers under the Company’s Stock Incentive Plans as follows: Ceryanec-38,000, Harty-102,000, McCreery-7,800, Werther-120,000 and Zieser-20,000 for an aggregate total of287,800. (12) Includes 431,870 shares which are subject to presently exercisable stock options or stock options exercisable within 60 days following August 31, 2018 by the non-employee directors and executive officers as a group. (15) Includes shares held by Principal Life Insurance Company as trustee under the 401(k) Plan for the benefit of certain participants, which shares are voted by the trustee at the direction of individual plan participants. Shares held by non-employee directors and executive officers are as follows (rounded up to the nearest whole number): Ceryanec-2,601, Frazier-1,865, Harty-10,888, Lacy-19,432, McCreery-10,130 andZieser-51. (13) Includes shares held by Principal Life Insurance Company as trustee under the 401(k) Plan for the benefit of certain participants, which shares are voted by the trustee at the direction of individual plan participants. Shares held by non-employee directors and executive officers are as follows (rounded up to the nearest whole number): Ceryanec-2,496, Frazier-1,766, Harty-6,648, Lacy-18,645 and Zieser-49. (16) Includes shares held by Morgan Stanley Smith Barney Stock Plan Services, as trustee under the ESPP for the benefit of certain officers, which shares are voted by the trustee at the direction of the individual plan participants. Shares held by non-employee directors and executive officers are as follows (rounded up to the nearest whole number):Werther-111. (14) Includes shares held by Morgan Stanley Smith Barney Stock Plan Services, as trustee under the ESPP for the benefit of certain officers, which shares are voted by the trustee at the direction of the individual plan participants. Shares held by non-employee directors and executive officers are as follows (rounded up to the nearest whole number): Karpowicz-9,434 and Werther-112. (15) (17) Includes shares beneficially owned by spouses and relatives living in the same household with the named individuals and/or shares owned by family partnerships.   FINANCE/AUDIT COMMITTEE DISCLOSURE   Finance/Audit Committee Pre-Approval Policy The Finance/Audit Committee has adopted policies and procedures for the approval and pre-approval of the audit, audit-related fees, tax and all other services performed by the Company’s independent registered public accounting firm in order to assure that the provision of such services does not impair the registered public accounting firm’s independence. Unless a type of service to be provided by the independent registered public accounting firm has received general pre-approval, it will require specific pre-approval by the Finance/Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Finance/Audit Committee. The Finance/Audit Committee will revise the list of general pre-approved services from time to time, based upon subsequent determinations. The Committee does not delegate its responsibilities to pre-approve services performed by the 45 independent registered public accounting firm to management. The Finance/Audit Committee pre-approved all audit, audit-related fees and permitted non-audit services provided by KPMG in fiscal 2019.   The Finance/Audit Committee has adopted policies and procedures for the approval and pre-approval of the audit, audit-related fees, tax and all other services performed by the Company’s independent registered public accounting firm in order to assure that the provision of such services does not impair the registered public accounting firm’s independence. Unless a type of service to be provided by the independent registered public accounting firm has received general pre-approval, it will require specific pre-approval by the Finance/Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Finance/Audit Committee. The Finance/Audit Committee will revise the list of general pre-approved services from time to time, based upon subsequent determinations. The Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management. The Finance/Audit Committee pre-approved all audit, audit-related fees and permitted non-audit services provided by KPMG in fiscal 2018. Service Fees Paid to Independent Registered Public Accounting Firm   The Company’s independent registered public accounting firm for the fiscal year ended June 30, 2019 was KPMG. Representatives of KPMG are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire. They will also be available to respond to appropriate questions. The following table sets forth information regarding fees for professional services rendered by KPMG with respect to fiscal 2019 and 2018:   Fiscal 2019 ($) Fiscal 2018 ($) Audit Fees (1) 3,850,000 2,870,000 Audit-Related Fees (2) 359,000 47,000 Tax Fees (3) 586,642 352,715 All Other Fees (4) — 3,560 Total Fees 4,795,642 3,273,275 (1) Represents fees for the audit of the Company’s annual financial statements for the fiscal yearyears ended June 30, 2019 and June 30, 2018 was KPMG. Representativesand the review of KPMG are expectedthe Company’s quarterly financial statements during such fiscal years. Fiscal 2019 includes additional fees related to be present at the Annual Meeting, will be givenprior year audit as a result of the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.Time Inc. acquisition. The following table sets forth information regarding(2) Current year consists of fees for professionalan S-4 filing, financial statement audits of certain employee benefit plans and other general audit and accounting procedures. (3) Consists of fees for tax services rendered byprovided to the Company, including tax planning services and the review of certain tax returns. Time Inc. used KPMG with respect to fiscal 2018for tax services and 2017:fees paid are included.     2018     2017   Audit Fees (1)   $ 2,870,000     $ 1,035,820   Audit-Related Fees (2)     47,000       112,011   Tax Fees (3)     352,715       15,675   All Other Fees (4)     3,560       —   Total Fees   $ 3,273,275     $ 1,163,506   (1) Represents fees for the audit of the Company’s annual financial statements for the fiscal years ended June 30, 2018 and June 30, 2017 and the review of the Company’s quarterly financial statements during such fiscal years. Fiscal 2018 includes fees for services related to the Time Inc. acquisition. (4) (2) Current year consists of fees for licensing contract reviews, financial statement audits of certain employee benefit plans and other general audit and accounting procedures. (3) Consists of fees for tax services provided to the Company, including tax planning services and the review of certain tax returns. Time Inc. used KPMG for tax services and fees paid are included. (4) Consists of fees for access to KPMG’s Internet Accounting Research website.   The Finance/Audit Committee has advised the Company that it has determined that the non-audit services rendered by KPMG during the Company’s most recent fiscal year are compatible with maintaining the independence of such registered public accounting firm.   Report of the Finance/Audit Committee   The responsibilities of the Finance/Audit Committee, which are set forth in the Finance/Audit Committee Charter adopted by the Board, include providing oversight of the Company’s financial reporting process through periodic meetings with the Company’s independent registered public accounting firm, internal auditors and management to review accounting, auditing, internal controls and financial reporting matters. Management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Finance/Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management, and its independent registered public accounting firm. We have reviewed and discussed with senior management the Company’s audited financial statements included in the 2019 Annual Report to Shareholders. Management has confirmed to us that such financial statements: 1. Have been prepared with integrity and objectivity and are the responsibility of management; and 2. Have been prepared in conformity with GAAP. We have discussed with KPMG the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, Communications with Audit Committees (“AS1301”). AS1301 requires our independent registered public accounting firm to provide us with additional information regarding the scope and results of its audit of the Company’s financial statements, including with respect to: 1. Their responsibility under GAAP; 2. Significant accounting policies; 3. Management judgment and estimates; 46 4. Any significant audit adjustments; 5. Any disagreements with management; and 6. Any difficulties encountered in performing the audit. We have received from KPMG a letter providing the disclosures required by PCAOB Rule 3526, Communications with Audit Committees Concerning Independence, with respect to any relationships between KPMG and the Company that, in its professional judgment, may reasonably be thought to bear upon independence. KPMG has discussed its independence with us, and has confirmed in such letter that, in its professional judgment, it is independent of the Company within the meaning of the federal securities laws. The Finance/Audit Committee also reviewed management’s process designed to achieve compliance with Section 404 of the Sarbanes-Oxley Act of 2002. As part of this process, management conducted an evaluation of the effectiveness of the design and operation of internal control over financial reporting as of June 30, 2019. Based upon this evaluation, management identified control deficiencies associated with international pension assets, and digital advertising revenues and related accounts. While the Company did not identify any misstatements to the consolidated financials statements related to these control deficiencies, it was determined that these deficiencies are material weaknesses. In addition, KPMG audited management’s assessment of internal control over financial reporting and has issued a report thereon dated September 13, 2019. In that report KPMG states that, in its opinion, because of the material weaknesses described above, the Company has not maintained effective control over financial reporting as of June 30, 2019. As specified in the Finance/Audit Committee Charter, it is not the duty of the Finance/Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with GAAP. That is the responsibility of management and the Company’s independent registered public accounting firm. In giving our recommendation to the Board, we have relied on: 1. Management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with GAAP; and 2. The reports of the Company’s independent registered public accounting firm internal auditors and managementwith respect to review accounting, auditing, internal controls andsuch financial reporting matters. Management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Finance/Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management, and its independent registered public accounting firm.statements. Based upon the review and discussions described above with respect to the Company’s audited financial statements included in the Company’s 2019 Annual Report to Shareholders, we have recommended to the Board of Directors that such financial statements be included in the Company’s Annual Report on Form 10-K for filing with the SEC.   We have reviewed and discussed with senior management the Company’s audited financial statements included in the 2018 Annual Report to Shareholders. Management has confirmed to us that such financial statements:FINANCE/AUDIT COMMITTEE Donald C. Berg, Chair  1. Have been prepared with integrity and objectivity and are the responsibility of management; and Beth J. Kaplan Paula A. Kerger  Philip A. Marineau Christopher Roberts III    2. Have been prepared in conformity with GAAP. We have discussed with KPMG the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301,Communications with Audit Committees (“AS1301”). AS1301 requires our independent registered public accounting firm to provide us with additional information regarding the scope and results of its audit of the Company’s financial statements, including with respect to: 1. Their responsibility under GAAP; 2. Significant accounting policies; 3. Management judgment and estimates; 4. Any significant audit adjustments; 5. Any disagreements with management; and 6. Any difficulties encountered in performing the audit. We have received from KPMG a letter providing the disclosures required by PCAOB Rule 3526,Communications with Audit Committees Concerning Independence, with respect to any relationships between KPMG and the Company that, in its professional judgment, may reasonably be thought to bear upon independence. KPMG has discussed its independence with us, and has confirmed in such letter that, in its professional judgment, it is independent of the Company within the meaning of the federal securities laws. The Finance/Audit Committee also reviewed management’s process designed to achieve compliance with Section 404 of the Sarbanes-Oxley Act of 2002. In addition, KPMG audited management’s assessment of internal control over financial reporting and has issued a report thereon dated August 31, 2018. In that report KPMG states that, in its opinion, the Company maintained effective control over financial reporting as of June 30, 2018. As specified in the Finance/Audit Committee Charter, it is not the duty of the Finance/Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with GAAP. That is the responsibility of management and the Company’s independent registered public accounting firm. In giving our recommendation to the Board, we have relied on: 1. Management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with GAAP; and 2. The report of the Company’s independent registered public accounting firm with respect to such financial statements. Based upon the review and discussions described above with respect to the Company’s audited financial statements included in the Company’s 2018 Annual Report to Shareholders, we have recommended to the Board of Directors that such financial statements be included in the Company’s Annual Report on Form 10-K for filing with the SEC. FINANCE/AUDIT COMMITTEE Donald C. Berg, Chair Joel W. Johnson Beth J. Kaplan Philip A. Marineau PROPOSAL THREE - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Finance/Audit Committee of the Board has appointed KPMG as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020. Services provided to the Company and its subsidiaries by KPMG in fiscal 2019 are described under “Service Fees Paid to Independent Registered Public Accounting Firm” on page 46. We are asking our shareholders to ratify the selection of KPMG as our independent registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification as a matter of good corporate governance. Vote Required The affirmative vote of the holders of a majority of the voting power present in person or by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of KPMG. Abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal. 47 The Board of Directors recommends a vote FOR ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal 2020. In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Finance/Audit Committee. Even if the selection is ratified, the Finance/Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.   The Finance/Audit Committee of the Board has appointed KPMG as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2019. Services provided to the Company and its subsidiaries by KPMG in fiscal 2018 are described under“Service Fees Paid to Independent Registered Public Accounting Firm” on page 43. We are asking our shareholders to ratify the selection of KPMG as our independent registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification as a matter of good corporate governance. Vote Required The affirmative vote of the holders of a majority of the voting power present in person or by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of KPMG. Abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal. The Board of Directors recommends a vote FOR ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal 2019. In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Finance/Audit Committee. Even if the selection is ratified, the Finance/Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. EQUITY COMPENSATION PLANS The following table sets forth information with respect to the Company’s common stock that may be issued under all equity compensation plans of the Company in existence as of June 30, 2018. All of the equity compensation plans for which information is included in the following table have been approved by shareholders. Plan Category   (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights     (b) Weighted average exercise price of outstanding options, warrants and rights     (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))   Equity compensation plans approved by shareholders     2,421,193       $50.56       7,965,924   Equity compensation plans not approved by shareholders     None       N/A       None   Total     2,421,193       $50.56       7,965,924     The following table sets forth information with respect to the Company’s common stock that may be issued under all equity compensation plans of the Company in existence as of June 30, 2019. All of the equity compensation plans for which information is included in the following table have been approved by shareholders. Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by shareholders 2,804,944 51.40 7,420,377 Equity compensation plans not approved by shareholders None N/A None Total 2,804,944 51.40 7,420,377 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities and Exchange Act requires that certain of the Company’s officers and directors and persons who own more than 5% of the Company’s outstanding stock file reports of ownership and changes in ownership with the SEC and NYSE. To the Company’s knowledge, based solely upon a review of copies of forms submitted to the Company during and with respect to the most recent fiscal year and on written representations from the Company’s directors and officers, all Section 16(a) filing requirements were complied with during the fiscal year ended June 30, 2018, with exception of one Form 4 filing for each of Messrs. Lacy, Harty, Ceryanec, Karpowicz, Werther and Zieser which were inadvertently filed three days Section 16(a) of the Securities and Exchange Act requires that certain of the Company’s officers and directors and persons who own more than 5% of the Company’s outstanding stock file reports of ownership and changes in ownership with the SEC and NYSE. To the Company’s knowledge, based solely upon a review of copies of forms submitted to the Company during and with respect to the most recent fiscal year and on written representations from the Company’s directors and officers, all Section 16(a) filing requirements were complied with during the fiscal year ended June 30, 2019, with exception of one Form 4 filing for each of Messrs. Ceryanec and Zieser which were inadvertently filed one day late.   RELATED PERSON TRANSACTION POLICY AND PROCEDURES   The Company has established written policies and procedures (“Related Person Transaction Policy” or the “Policy”) to assist in reviewing transactions in excess of $120,000 involving Meredith and its subsidiaries and related persons (as defined below). This Policy supplements the Company’s other conflict of interest policies set forth in the Company’s Code of Business Conduct and Ethics and other internal procedures. The objective of the Board in adopting this Policy is to assure that transactions between the Company and its subsidiaries and these persons are conducted in a manner that is fair to the Company and its shareholders and result in terms that are no more or less favorable to the Company than transactions between the Company and unaffiliated persons negotiating on an arm’s-length basis. For purposes of the Policy, a related person includes the Company’s directors, director nominees and executive officers since the beginning of the Company’s last fiscal year, beneficial owners of 5% or more of any class of the Company’s voting securities and members of their respective immediate family (as defined in the Policy). The Policy provides that any proposed transaction is to be promptly reported to the Company’s General Counsel and CFO. The CFO will assist in gathering information about the transaction and present the information to the Finance/Audit Committee, which is responsible for reviewing the transaction. The Finance/Audit Committee will determine if the transaction is a related person transaction and approve, ratify or reject the related person transaction. In approving, ratifying or rejecting a related person transaction, the Committee will consider such information as it deems important to conclude whether the transaction is fair to the Company. The Company had no reportable related person transactions in fiscal 2018.   The objective of the Board in adopting this Policy is to assure that transactions between the Company and its subsidiaries and these persons are conducted in a manner that is fair to the Company and its shareholders and result in terms that are no more or less favorable to the Company than transactions between the Company and unaffiliated persons negotiating on an arm’s-length basis. For purposes of the Policy, a related person includes the Company’s directors, director nominees and executive officers since the beginning of the Company’s last fiscal year, beneficial owners of 5% or more of any class of the Company’s voting securities and members of their respective immediate family (as defined in the Policy). The Policy provides that any proposed transaction is to be promptly reported to the Company’s General Counsel and CFO. The CFO will assist in gathering information about the transaction and present the information to the Finance/Audit Committee, which is responsible for reviewing the transaction. The Finance/Audit Committee will determine if the transaction is a related person transaction and approve, ratify or reject the related person transaction. In approving, ratifying or rejecting a related person transaction, the Committee will consider such information as it deems important to conclude whether the transaction is fair to the Company. The Company had no reportable related person transactions in fiscal 2019. 48 ANNUAL REPORT AND ADDITIONAL MATERIALS The Company is distributing its 2018 Annual Report with this Proxy Statement. Copies of the Company’s Form 10-K may be obtained without charge upon written or oral request to Secretary, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023, (515) 284-3000. The Form 10-K is also available free of charge on www.meredith.com, along with Quarterly Reports The Company is distributing its 2019 Annual Report with this Proxy Statement. Copies of the Company’s Form 10-K may be obtained without charge upon written or oral request to Secretary, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023, (515) 284-3000. The Form 10-K is also available free of charge on www.meredith.com, along with Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC.   HOUSEHOLDING OF PROXY MATERIALS   The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for Proxy Statements and Annual Reports with respect to two or more shareholders sharing the same address by delivering a single Proxy Statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means convenience for shareholders and cost savings for companies.   This year a number of brokers with account holders who are the Company’s shareholders may be householding the Company’s proxy materials. A single Proxy Statement may be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once a shareholder has received notice from a shareholder’s broker that it will be householding communications to a shareholder’s address, householding will continue until a shareholder is notified otherwise or until a shareholder revokes consent. If at any time a shareholder no longer wishes to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, the shareholder should notify his or her broker directly or direct his or her written request to Secretary of the Company, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023. Shareholders who currently receive multiple copies of the Proxy Statement at their address and would like to request householding of their communications should contact their broker.   How to Receive Future Proxy Statements and Annual Reports Online   To ensure receipt of future Meredith Proxy Statements and Annual Reports over the Internet instead of receiving paper copies in the mail, registered shareholders may elect electronic delivery of all future proxy materials and other shareholder communications simply by updating their shareholder account information either by telephone at (877) 847-4696, via Internet at www.idelivercommunications.com/proxy/mdp or email ideliver@afpi.com with “MDP Materials Request” in the subject line.   If you hold your shares in broker or other nominee name and are not given an opportunity to consent to electronic delivery when you vote your shares online, you may contact the holder of record through which you hold your shares and ask about the availability of Internet delivery.   If you do consent to Internet delivery, a notation will be made in your account. When future Proxy Statements and Annual Reports become available, you will receive an e-mail notice instructing you how to access them over the Internet.   SUBMITTING SHAREHOLDER PROPOSALS Any shareholder wishing to include a proposal in the Company’s Proxy Statement and form of proxy for the 2019 Annual Meeting must submit the proposal so that it is received by the Company no later than May 27, 2019. The proposal should be addressed to Secretary, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023. Pursuant to the Company’s Bylaws, any shareholder wishing to bring a proposal before the 2019 Annual Meeting (but whose proposal will not be included in the Company’s Proxy Statement), must deliver written notice of such proposal in accordance with the requirements of the Bylaws to the Secretary of the Company at the address specified above no earlier than the close of business on the 120th day or later than the close of business on the 90th day prior to the first anniversary of the preceding year’s Annual Meeting. For 2019, such proposal must be received no earlier than the close of business on July 17, 2019 and no later than the close of business on August 16, 2019 Any shareholder wishing to include a proposal in the Company’s Proxy Statement and form of proxy for the 2020 Annual Meeting must submit the proposal so that it is received by the Company no later than May 30, 2020. The proposal should be addressed to Secretary of the Company, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023. Pursuant to the Company’s Bylaws, any shareholder wishing to bring a proposal before the 2020 Annual Meeting (but whose proposal will not be included in the Company’s Proxy Statement), must deliver written notice of such proposal in accordance with the requirements of the Bylaws to the Secretary of the Company at the address specified above no earlier than the close of business on the 120th day or later than the close of business on the 90th day prior to the first anniversary of the preceding year’s Annual Meeting. For 2020, such proposal must be received no earlier than the close of business on July 17, 2020 and no later than the close of business on August 16, 2020 and otherwise comply with the requirements of the Bylaws. If the date of the 2020 meeting is advanced by more than 30 days or postponed by more than 60 days from the first anniversary of the 2019 Annual Meeting, different deadlines will apply. Pursuant to the Company’s Bylaws, any shareholder wishing to propose a nominee for the Board must deliver written notice of such proposed nominee to the Secretary of the Company at the address specified above no earlier than the close of business on the 120th day or later than the close of business on the 90th day prior to the first anniversary of the preceding year’s Annual Meeting. For 2020, 49 written notice of such proposed nominee must be received no earlier than the close of business on July 17, 2020 and no later than the close of business on August 16, 2020 and otherwise comply with the requirements of the Bylaws. If the date of the 2020 Annual Meeting is advanced by more than 30 days or postponed by more than 60 days from the first anniversary of the 2019 meeting is advanced by more than 30 days or postponed by more than 60 days from the first anniversary of the 2018 Annual Meeting, different deadlines will apply.   Pursuant to the Company’s Bylaws, any shareholder wishing to proposeRECONCILIATION OF NON-GAAP FINANCIAL MEASURES The following table provides a reconciliation between the financial measure that is not in accordance with GAAP, or the non-GAAP financial measure, used in this Proxy Statement and the most directly comparable GAAP financial measure. Adjusted EBITDA, a supplemental non-GAAP financial measure, is defined as net earnings before discontinued operations, interest, taxes, depreciation, amortization, and special items. While Adjusted EBITDA is not a substitute for reported results under GAAP, management believes this information is useful as an aid in further understanding Meredith’s current performance, performance trends and financial condition. Years ended June 30,   2019   2017 (In millions)         Net earnings  $  46.3  $ 188.9 Loss from discontinued operations, net of income taxes   82.8   — Earnings from continuing operations   129.1   188.9 Income tax expense   11.5   101.4 Interest expense, net   170.6   18.8 Depreciation and amortization   247.6   53.8 Special items         Transaction and integration costs   64.6   — Severance and related benefit costs   51.5   11.9 Write-down of impaired assets   41.8   8.9 Other, net (1)   (11.1)   (21.5) Total special items   146.8   (0.7) Adjusted EBITDA  $ 705.6  $ 362.2 (1) Fiscal 2019 special items other, net includes a nominee for the Board must deliver written notice of such proposed nominee to the Secretary of the Company at the address specified above no earlier than the close of businessgain on the 120th day or later thansale of a business, a reduction in previously accrued restructuring charges and other miscellaneouscharges.  Fiscal 2017 special items other, net includes the closewrite-down of business on the 90th day prior to the first anniversary of the preceding year’s Annual Meeting. For 2019, written notice of such proposed nominee must be received no earlier than the close of business on July 17, 2019contingent consideration payable and no later than the close of business on August 16, 2019 and otherwise comply with the requirements of the Bylaws. If the date of the 2019 Annual Meeting is advanced by more than 30 days or postponed by more than 60 days from the first anniversary of the 2018 Annual Meeting different deadlines will apply.a reduction in previously accrued restructuring charges. (This page has been left blank intentionally.)     (This page has been left blank intentionally.)       Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 Address Change? Mark box, sign, and indicate changes below:■☐ TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD.                  The Board of Directors recommends a vote FOR each nominee for director and FOR Proposals 2 and 3. 1. Toelect three Class II directors for terms expiring in 2021: 1. To elect one Class I director for a term expiring in 2020: 01  Stephen M. Lacy ☐ Vote FOR all nominees ☐ Vote WITHHELD from all nominees   To elect three Class III directors 02 Christopher Roberts III  (except as marked)     for terms expiring in 2022: 03 D. Mell Meredith Frazier             04 Beth J. Kaplan           01  Thomas H. Harty 02  Donald C. Berg  03  Paula A. Kerger ☐ Vote FOR all nominees (except as marked below) ☐ Vote WITHHELD from all nominees To elect one Class III director for a term expiring in 2019: 04  Frederick B. Henry       Please fold here - Do not separate         (Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)     Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right. 2. Toapprove, on an advisory basis, the executive compensation program for the Company’s 2. To approve, on an advisory basis, the executive compensation program for the Company's named executive officers; ☐ For ☐ Against ☐ Abstain 3. Toratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2019; and   ☐ For ☐ Against ☐ Abstain 3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2020; and ☐ For ☐ Against ☐ Abstain 4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. 4. Totransact such other business as may properly come before the meeting or any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.    Date    Date     Signature(s) in Box     Signature(s) in Box Please sign exactly as your name(s) appears on proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.     MEREDITH CORPORATION ANNUAL MEETING OF SHAREHOLDERS Wednesday, November 14, 2018 10:00 a.m. Central Standard Time (“CST”)     MEREDITH CORPORATION ANNUAL MEETING OF SHAREHOLDERS Wednesday, November 13, 2019 10:00 a.m. Central Standard Time (“CST”) 1716 Locust Street Des Moines, IA 50309 Meredith Corporation 1716 Locust Street Des Moines, IA 50309 Common Stock Proxy   This proxy is solicited by the Board of Directors for use at the Annual Meeting of Shareholders (the “Annual Meeting”) on November 13, 2019.   Meredith Corporation 1716 Locust Street Des Moines, IA Class B Stock proxy This proxy is solicited by the Board of Directors for use at the Annual Meeting of Shareholders (the “Annual Meeting”) on November 14, 2018. The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted FOR each of the nominees for director and FOR Proposals 2 and 3. By signing the proxy, you revoke all prior proxies and appoint Stephen M. Lacy, D. Mell Meredith Frazier and Frederick B. Henry, The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted FOR each of the nominees for director and FOR Proposals 2 and 3. By signing the proxy, you revoke all prior proxies and appoint Stephen M. Lacy, D. Mell Meredith Frazier and Thomas H. Harty, or any of them with full power of substitution, to vote your shares on the matters shown on the reverse side and, in their discretion, any other matters which may come before the Annual Meeting and all adjournments. Voting Instructions to Trustee of the Meredith Savings and Investment Plan. If you are a participant in the Meredith Savings and Investment Plan, you have the right to give instructions to the Plan Trustee as to the voting of certain shares of Meredith Corporation Class B stock allocated to your account. The voting of those shares will occur at the Annual Meeting or at any adjournment or postponement thereof. Please indicate your voting choices on this card, sign and date it and return it promptly in the enclosed postage- paid envelope. If your instructions are not received at least five (5) days prior to the Annual Meeting, or if you do not respond, shares held in your account for which a proxy is not received may be voted on certain matters in the discretion of the Trustee and in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”). Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Yourtelephone or Internet vote authorizes the named proxies to vote your shares on the matters shown on the reverse side and, in their discretion, any other matters which may come before the Annual Meeting and all adjournments. Voting Instructions to Trustee of the Meredith Corporation Employee Stock Purchase Plan of 2002 and/or Trustee of the Meredith Savings and Investment Plan. If you are a participant in the Meredith Corporation Employee Stock Purchase Plan of 2002 and/or the Meredith Savings and Investment Plan, you have the right to give instructions to the Plan Trustee(s) as to the voting of certain shares of Meredith Corporation common stock allocated to your account. The voting of those shares will occur at the Annual Meeting or at any adjournment or postponement thereof. Please indicate your voting choices on this card, sign and date it and return it promptly in the enclosed postage-paid envelope. If your instructions are not received at least five (5) days prior to the Annual Meeting, or if you do not respond, shares held in your account for which a proxy is not received may be voted on certain matters in the discretion of the Trustee(s) and in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”). Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. INTERNET/MOBILE TELEPHONE MAIL www.proxypush.com/mdp 1-866-883-3382 Use the Internet to vote your proxy Use a touch-tone telephone to Mark, sign and date your proxy until 11:59 p.m. CST on vote your proxy until 11:59 p.m. card and return it in the November 13, 2018. CST on November 13, 2018. postage paid envelope provided.   If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.       INTERNET/MOBILE TELEPHONE MAIL www.proxypush.com/mdp 1-866-883-3382 Use the Internet to vote your proxy until 11:59 p.m. (CST) on November 12, 2019. Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CST) on November 12, 2019. Mark, sign and date your proxy card and return it in the postage-paid envelope provided. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.         Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 Address Change? Mark box, sign, and indicate changes below:■☐ TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD.                  The Board of Directors recommends a vote FOR each nominee for director and FOR Proposals 2 and 3. 1. Toelect three Class II directors for terms expiring in 2021: 1. To elect one Class I director for a term expiring in 2020: 01  Stephen M. Lacy ☐ Vote FOR all nominees ☐ Vote WITHHELD from all nominees   To elect three Class III directors 02 Christopher Roberts III  (except as marked)     for terms expiring in 2022: 03 D. Mell Meredith Frazier             04 Beth J. Kaplan           01  Thomas H. Harty 02  Donald C. Berg  03  Paula A. Kerger ☐ Vote FOR all nominees (except as marked below) ☐ Vote WITHHELD from all nominees To elect one Class III director for a term expiring in 2019: 04  Frederick B. Henry       Please fold here - Do not separate           (Instructions: To withhold authority to vote for any indicated nominee, Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)   2. Toapprove, on an advisory basis, the executive compensation program for the Company’s 2. To approve, on an advisory basis, the executive compensation program for the Company's named executive officers; ☐ For ☐ Against ☐ Abstain 3. Toratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2019; and   ☐ For ☐ Against ☐ Abstain 3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2020; and ☐ For ☐ Against ☐ Abstain 4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. 4. Totransact such other business as may properly come before the meeting or any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.    Date    Date     Signature(s) in Box     Signature(s) in Box Please sign exactly as your name(s) appears on proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.     MEREDITH CORPORATION ANNUAL MEETING OF SHAREHOLDERS Wednesday, November 14, 2018 10:00 a.m. Central Standard Time (“CST”)     MEREDITH CORPORATION ANNUAL MEETING OF SHAREHOLDERS Wednesday, November 13, 2019 10:00 a.m. Central Standard Time (“CST”) 1716 Locust Street Des Moines, IA 50309 Meredith Corporation 1716 Locust Street Des Moines, IA 50309 Class B Stock Proxy   This proxy is solicited by the Board of Directors for use at the Annual Meeting of Shareholders (the “Annual Meeting”) on November 13, 2019.   Meredith Corporation 1716 Locust Street Des Moines, IA Common Stock proxy This proxy is solicited by the Board of Directors for use at the Annual Meeting of Shareholders (the “Annual Meeting”) on November 14, 2018. The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted FOR each of the nominees for director and FOR Proposals 2 and 3. By signing the proxy, you revoke all prior proxies and appoint Stephen M. Lacy, D. Mell Meredith Frazier and Frederick B. Henry, The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted FOR each of the nominees for director and FOR Proposals 2 and 3. By signing the proxy, you revoke all prior proxies and appoint Stephen M. Lacy, D. Mell Meredith Frazier and Thomas H. Harty, or any of them with full power of substitution, to vote your shares on the matters shown on the reverse side and, in their discretion, any other matters which may come before the Annual Meeting and all adjournments. Voting Instructions to Trustee of the Meredith Corporation Employee Stock Purchase Plan of 2002 and/or Trustee of the Meredith Savings and Investment Plan. If you are a participant in the Meredith Corporation Employee Stock Purchase Plan of 2002 and/or the Meredith Savings and Investment Plan, you have the right to give instructions to the Plan Trustee(s) as to the voting of certain shares of Meredith Corporation common stock allocated to your account. The voting of those shares will occur at the Annual Meeting or at any adjournment or postponement thereof. Please indicate your voting choices on this card, sign and date it and return it promptly in the enclosed postage-paid envelope. If your instructions are not received at least five (5) days prior to the Annual Meeting, or if you do not respond, shares held in your account for which a proxy is not received may be voted on certain matters in the discretion of the Trustee(s) and in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”).  Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Yourtelephone or Internet vote authorizes the named proxies to vote your shares on the matters shown on the reverse side and, in their discretion, any other matters which may come before the Annual Meeting and all adjournments. Voting Instructions to Trustees of the Meredith Savings and Investment Plan. If you are a participant in the Meredith Savings and Investment Plan, you have the right to give instructions to the Plan Trustee as to the voting of certain shares of Meredith Corporation Class B stock allocated to your account. The voting of those shares will occur at the Annual Meeting or at any adjournment or postponement thereof. Please indicate your voting choices on this card, sign and date it and return it promptly in the enclosed postage-paid envelope. If your instructions are not received at least five (5) days prior to the Annual Meeting, or if you do not respond, shares held in your account for which a proxy is not received may be voted on certain matters in the discretion of the Trustee and in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”). Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. INTERNET/MOBILE TELEPHONE MAIL www.proxypush.com/mdp 1-866-883-3382 Use the Internet to vote your proxy Use a touch-tone telephone to Mark, sign and date your proxy until 11:59 p.m. CST on vote your proxy until 11:59 p.m. card and return it in the November 13, 2018. CST on November 13, 2018.  postage paid envelope provided. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.         INTERNET/MOBILE TELEPHONE MAIL www.proxypush.com/mdp 1-866-883-3382 Use the Internet to vote your proxy until 11:59 p.m. (CST) on November 12, 2019. Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CST) on November 12, 2019. Mark, sign and date your proxy card and return it in the postage-paid envelope provided.   If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.