UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

 

Filed by the Registrant    [X]

 

Filed by a Party other than the Registrant    [_]

 

Check the appropriate box:

 

[_] Preliminary Proxy Statement

 

[_] Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))

 

[X] Definitive Proxy Statement

 

[_] Definitive Additional Materials

 

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

 

MEREDITH CORPORATION
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

[X]No fee required
    
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

November 14, 201813, 2019

 

NOTICE IS HEREBY GIVEN that the Annual Meeting of holders of common stock and Class B stock of Meredith Corporation (“Meredith” or the “Company”) will be held at the Company’s principal executive offices, 1716 Locust Street, Des Moines, Iowa 50309-3023 on Wednesday, November 14, 201813, 2019 at 10:00 a.m., local time, for the following purposes:

 

1.

To elect three Class II directors for terms expiring in 2021 and one Class IIII director for a term expiring in 2019;2020 and three Class III directors for terms expiring in 2022;

 

2.

To approve, on an advisory basis, the executive compensation program for the Company’s named executive officers (“NEOs”) as described in this Proxy Statement;

 

3.

To ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ending June 30, 2019;2020; and

 

4.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

 

By resolution of the Board of Directors (“the Board”) of Meredith, only holders of record of the Company’s common stock and Class B stock at the close of business on September 7, 20186, 2019 are entitled to notice of and to vote at the meeting or at any adjournment or postponement thereof.

 

By Order of the Board of Directors,

  

 

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JOHN S. ZIESER

Chief Development Officer

General Counsel

Des Moines, Iowa
September 24, 2018

Des Moines, Iowa
September 27, 2019

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 14, 2018:13, 2019: This Proxy Statement and the 20182019 Annual Report to Shareholders (the “Annual Report”) are available at www.idelivercommunications.com/proxy/mdp/. These documents are also posted on our web sitewebsite at www.meredith.com. Directions to the Annual Meeting of Shareholders (the “Annual Meeting”) are available on our web sitewebsite at www.meredith.com/about-us/our-headquarters.

 

1

PROXY STATEMENT

20182019 ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

ABOUT THE 2019 ANNUAL MEETING

3

VOTING PROCEDURES

3

PROPOSAL ONE – ELECTION OF DIRECTORS

6

CORPORATE GOVERNANCE

9

Board Leadership Structure

9

Board’s Role in Risk Oversight

9

Corporate Governance Guidelines

10

Director Independence

10

Nominations for Director

10

Executive Sessions of Non-Management Directors

10

Communications with the Board

10

MEETINGS AND COMMITTEES OF THE BOARD

11

The Board

11

Director Stock Ownership

11

Committees of the Board

11

Compensation Committee Interlocks and Insider Participation

12

PROPOSAL TWO – APPROVAL OF ADVISORY RESOLUTION ON EXECUTIVE (“SAY-ON-PAY”)

13

COMPENSATION DISCUSSION AND ANALYSIS

13

Executive Summary

14

Compensation Philosophy and Objectives

16

A Glance at How We Pay for Performance

17

Determination of Executive Compensation

17

Compensation Factors and Governance for Fiscal 2019

20

Elements of Executive Compensation

20

COMPENSATION COMMITTEE REPORT

28

NAMED EXECUTIVE OFFICER COMPENSATION

28

Summary Compensation Table for Fiscal 2019

29

Awards

30

Grants of Plan-Based Awards for Fiscal 2019

30

Outstanding Equity Awards at Fiscal Year-End 2019

31

Option Exercises and Stock Vested in Fiscal 2019

33

Pension Benefits in Fiscal 2019

33

Nonqualified Deferred Compensation in Fiscal 2019

34

Potential Payments upon Termination

34

Employment and Other Agreements

34

Change in Control

39

Payment Obligations upon Termination Due to Change in Control

40

CEO PAY RATIO DISCLOSURE

42

COMPONENTS OF DIRECTOR COMPENSATION

42

Director Compensation for Fiscal 2019

43

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

43

FINANCE/AUDIT COMMITTEE DISCLOSURE

45

Finance/Audit Committee Pre-Approval Policy

45

Service Fees Paid to Independent Registered Public Accounting Firm

46

Report of the Finance/Audit Committee

46

PROPOSAL THREE – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

47

EQUITY COMPENSATION PLANS

48

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

48

RELATED PERSON TRANSACTION POLICY AND PROCEDURES

48

ANNUAL REPORT AND ADDITIONAL MATERIALS

49

HOUSEHOLDING OF PROXY MATERIALS

49

How to Receive Future Proxy Statements and Annual Reports Online

49

SUBMITTING SHAREHOLDER PROPOSALS

49

Appendix

50

2

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

November 13, 2019

 

ABOUT THE 2018 ANNUAL MEETING1
VOTING PROCEDURES1
PROPOSAL ONE – ELECTION OF DIRECTORS4
CORPORATE GOVERNANCE7
Board Leadership Structure7
Board’s Role in Risk Oversight7
Corporate Governance Guidelines8
Director Independence8
Nominations for Director8
Executive Sessions of Non-Management Directors8
Communications with the Board9
MEETINGS AND COMMITTEES OF THE BOARD9
The Board9
Director Stock Ownership9
Committees of the Board9
Compensation Committee Interlocks and Insider Participation10
PROPOSAL TWO – APPROVAL OF ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)11
COMPENSATION DISCUSSION AND ANALYSIS11
Executive Summary11
Fiscal 2018 Financial Highlights12
Say-on-Pay Vote13
Compensation Philosophy and Objectives13
The Elements of Our Compensation Program14
Treatment of Special Items21
Compensation Consultant21
Tax Deductibility of Compensation – Section 162(m) Compliance21
Practices Regarding the Grant of Options22
Post-Termination Compensation22
COMPENSATION COMMITTEE REPORT23
NAMED EXECUTIVE OFFICER COMPENSATION23
Summary Compensation Table for Fiscal 201824
Awards25
Grants of Plan-Based Awards for Fiscal 201826
Outstanding Equity Awards at Fiscal Year-End 201827
Option Exercises and Stock Vested in Fiscal 201828
Pension Benefits in Fiscal 201828
Nonqualified Deferred Compensation in Fiscal 201829
Potential Payments upon Termination30
Employment and Other Agreements30
Change in Control37
Payment Obligations upon Termination Due to Change in Control37
CEO Pay Ratio Disclosure39
COMPONENTS OF DIRECTOR COMPENSATION39
Director Compensation for Fiscal 201840
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT41
FINANCE/AUDIT COMMITTEE DISCLOSURE43
Finance/Audit Committee Pre-Approval Policy43
Service Fees Paid to Independent Registered Public Accounting Firm43
Report of the Finance/Audit Committee44
PROPOSAL THREE – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM45
EQUITY COMPENSATION PLANS46
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE46
RELATED PERSON TRANSACTION POLICY AND PROCEDURES46
ANNUAL REPORT AND ADDITIONAL MATERIALS46
HOUSEHOLDING OF PROXY MATERIALS47
How to Receive Future Proxy Statements and Annual Reports Online47
SUBMITTING SHAREHOLDER PROPOSALS47

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

November 14, 2018

ABOUT THE 20182019 ANNUAL MEETING

This Proxy Statement, along with Meredith’s Annual Report, is being sent to shareholders on or about September 24, 2018 in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Meredith. The proxies are to be used in voting at the Annual Meeting of holders of common stock and Class B stock of the Company, to be held at the Company’s principal executive offices, 1716 Locust Street, Des Moines, Iowa 50309-3023 on Wednesday, November 14, 2018


This Proxy Statement, along with Meredith’s Annual Report, is being sent to shareholders on or about September 27, 2019 in connection with the solicitation of proxies by the Board. The proxies are to be used in voting at the Annual Meeting of holders of common stock and Class B stock of the Company, to be held at the Company’s principal executive offices, 1716 Locust Street, Des Moines, Iowa 50309-3023 on Wednesday, November 13, 2019 at 10:00 a.m., local time, and at any adjournment or postponement thereof. The cost of soliciting proxies will be borne by the Company. In addition, officers and employees of the Company may solicit the return of proxies from certain shareholders by telephone or meeting. Such officers and employees will receive no additional compensation for such solicitation activities.

 

VOTING PROCEDURES

Who Is Entitled to Vote?

Only shareholders of record at the close of business on September 6, 2019 (the “record date”) will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. On the record date, there were issued and outstanding 40,136,577 shares of common stock, each entitled to one vote at the Annual Meeting. On the record date, there were issued and outstanding 5,093,113 shares of Class B stock, each entitled to ten votes at the Annual Meeting, for a total of 91,067,707 votes.

How Can I Vote?

You can vote either in person at the Annual Meeting or by proxy without attending the meeting. We are again taking advantage of the Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to their shareholders over the Internet. On or about September 27, 2019, we mailed to shareholders of record on the record date a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our 2019 Annual Report online. If you received a Notice by mail, you will not automatically receive a printed copy of our proxy materials in the mail. You may request a paper copy of our proxy materials by mail or an electronic copy by e-mail by following the instructions listed on the Notice. The Notice also contains instructions for voting over the Internet.

If you are a holder of record and have requested and received a paper copy of our proxy materials, you may also vote by following the instructions on the proxy card that are included with the proxy materials. As set forth on the proxy card, there are three convenient methods for holders of record to direct their vote by proxy without attending the Annual Meeting:

 

Who Is Entitled to Vote?

 

Only shareholders of record at the close of business on September 7, 2018 (the “record date”) will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. On the record date, there were issued and outstanding 39,871,891 shares of common stock, each entitled to one vote at the Annual Meeting. On the record date, there were issued and outstanding 5,106,876 shares of Class B stock, each entitled to ten votes at the Annual Meeting, for a total of 90,940,651 votes.

How Can I Vote?

You can vote either in person at the Annual Meeting or by proxy without attending the meeting. We are again taking advantage of the Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to their shareholders over the Internet. On or about September 24, 2018, we mailed to shareholders of record on the record date a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our 2018 Annual Report online. If you received a Notice by mail, you will not automatically receive a printed copy of our proxy materials in the mail. You may request a paper copy of our proxy materials by mail or an electronic copy by e-mail. The Notice also contains instructions for voting online.

If you are a holder of record and have requested and received a paper copy of our proxy materials, you may also vote by following the instructions on the proxy card that are included with the proxy materials. As set forth on the proxy card, there are three convenient methods for holders of record to direct their vote by proxy without attending the Annual Meeting:

1.

1.

Vote by Mail: You may vote by marking the proxy card, dating and signing it, and returning it in the postage-paid envelope provided. Please mail your proxy card promptly to ensure that it is received prior to the closing of the polls at the Annual Meeting. If you vote by returning a proxy card, you do NOT need to vote over the Internet or by telephone.

2.Vote by Internet: You may also vote via the Internet. The website address for Internet voting is provided on your proxy card. You will need to use the control number appearing on your proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until 11:59 p.m. Central Standard Time of the day prior to the Annual Meeting. Internet voting is available 24 hours a day. If you vote via the Internet, you do NOT need to vote by telephone or return a proxy card. If you vote via the Internet, you may incur costs such as usage charges from Internet access providers and telephone companies. You will be responsible for those costs.


3.Vote by Telephone: You may also vote by telephone by calling the toll-free number provided on your proxy card. You will need to use the control number appearing on your proxy card to vote by telephone. You may transmit your voting instructions from any touch-tone telephone up until 11:59 p.m. Central Standard Time of the day prior to the Annual Meeting. Telephone voting is available 24 hours a day. If you vote by telephone, you do NOT need to vote over the Internet or return a proxy card.

If your shares are held in the name of your bank, broker or other nominee, you must obtain a proxy executed in your favor from the holder of record (that is, your bank, broker or other nominee) to be able to vote at the Annual Meeting. Please contact your bank, broker or other nominee to determine whether you will be able to vote by Internet or telephone.

Please refer to the Notice or the proxy card for more information about the voting methods available to you.

How Can I Change My Vote?

Registered shareholders can revoke their proxy at any time before it is voted at the Annual Meeting by:

1.Delivering timely written notice of revocation to the Secretary of the Company, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023;

2.Submitting another timely, later-dated proxy using the same voting method you used to vote your shares; or

3.Attending the Annual Meeting and voting in person.

If your shares are held in the name of a bank, broker or other nominee, please contact your bank, broker or other nominee to determine how you may change your vote prior to the Annual Meeting.

How Many Votes Must Be Present to Conduct Business at the Annual Meeting?

In order for business to be conducted, a quorum must be represented either in person or by proxy at the Annual Meeting. The presence in person or by proxy of a majority of the voting power of the outstanding shares eligible to vote at the Annual Meeting constitutes a quorum. Shares represented by a proxy marked WITHHOLD or ABSTAIN will be considered present at the Annual Meeting for purposes of determining a quorum.

How Many Votes Am I Entitled to Cast?

You are entitled to cast one vote for each share of common stock you own on the record date. You are entitled to cast ten votes for each share of Class B stock you own on the record date. Shareholders do not have the right to vote cumulatively in electing directors.

How Many Votes Are Required to Elect Directors?

Directors are elected by a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present. This means that the nominees receiving the highest number of votes cast for the number of positions to be filled are elected. Only votes cast FOR a nominee will be counted. An instruction to WITHHOLD authority to vote for one or more of the nominees will result in those nominees receiving fewer votes, but will not count as a vote AGAINST the nominees. Abstentions and broker non-votes will have no effect on the director election since only votes FOR a nominee will be counted.

How Many Votes Are Required to Approve, on an Advisory Basis, the Executive Compensation (“Say-on-Pay”) for the Company’s NEOs?

To approve the executive compensation program, the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote at the Annual Meeting will be required. For this proposal, an abstention will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal.


How Many Votes Are Required to Ratify the Appointment of KPMG as Meredith’s Independent Registered Public Accounting Firm?

The affirmative vote 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 appointment of KPMG. For this proposal, an abstention will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal.

How Many Votes Are Required to Approve Other Matters?

Unless otherwise required by law or the Company’s Bylaws, the affirmative vote 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 other matters that may properly come before the Annual Meeting.

For matters requiring the affirmative vote of a majority of the voting power present, in person or by proxy and entitled to vote, abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on such a proposal.

Will My Shares Be Voted if I Do Not Provide Instructions to My Broker?

If you are the beneficial owner of shares held in street name by a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, the broker will be entitled to vote the shares with respect to discretionary items, but will not be permitted to vote the shares with respect to non-discretionary items (those shares are treated as broker non-votes). The ratification of the appointment of KPMG (Proposal Three) is a discretionary item. The election of directors (Proposal One) and the advisory vote on Say-on-Pay (Proposal Two) are non-discretionary items. A broker or other nominee will not be permitted to vote shares without instructions from the beneficial owners on Proposals One or Two.

Who Represents My Proxy at the Annual Meeting?

If you do not vote in person at the Annual Meeting but have voted your shares over the Internet, by telephone or by signing and returning a proxy card, you have authorizeddo NOT need to vote over the persons namedInternet or by telephone.

2.

Vote by Internet: You may also vote via the Internet. The website address for Internet voting is provided on your proxy card. You will need to use the control number appearing on your proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until 11:59 p.m. Central Standard Time of the day prior to the Annual Meeting. Internet voting is available 24 hours a day. If you vote via the Internet, you do NOT need to vote by telephone or return a proxy card. If you vote via the Internet, you may incur costs such as proxies, as designatedusage charges from Internet access providers and telephone companies. You will be responsible for those costs.


3.

Vote by Telephone: You may also vote by telephone by calling the Board,toll-free number provided on your proxy card. You will need to representuse the control number appearing on your proxy card to vote by telephone. You may transmit your voting instructions from any touch-tone telephone up until 11:59 p.m. Central Standard Time of the day prior to the Annual Meeting. Telephone voting is available 24 hours a day. If you andvote by telephone, you do NOT need to vote over the Internet or return a proxy card.

If your shares are held in the name of your bank, broker or other nominee, you must obtain a proxy executed in your favor from the holder of record (that is, your bank, broker or other nominee) to be able to vote at the Annual Meeting. Please contact your bank, broker or other nominee to determine whether you will be able to vote by Internet or telephone.

Please refer to the Notice or the proxy card for more information about the voting methods available to you.

How Can I Change My Vote?

Registered shareholders can revoke their proxy at any time before it is voted at the Annual Meeting by:

1.

Delivering timely written notice of revocation to the Secretary of the Company, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023;

2.

Submitting another timely, later-dated proxy using the same voting method you used to vote your shares as instructed.shares; or

 

What if I Return a Proxy Card but Do Not Provide Specific Voting Instructions for Some or All of the Items?

 

All shares that have been properly voted — whether by Internet, telephone or mail — will be voted at3.

Attending the Annual Meeting and voting in accordance with your instructions unless such vote has been revoked. If you sign a proxy card but do not give voting instructions, the votes represented by the proxy will be voted as recommended by the Board and at the discretion of the persons named as proxies upon such matters not presently known or determined that may properly come before the meeting. The Board recommends a vote FOR the election of the director nominees, FOR the approval, on an advisory basis, of the executive compensation for the Company’s NEOs and FOR the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal 2019.person.

What if Other Matters Are Voted on

If your shares are held in the name of a bank, broker or other nominee, please contact your bank, broker or other nominee to determine how you may change your vote prior to the Annual Meeting.

How Many Votes Must Be Present to Conduct Business at the Annual Meeting?

In order for business to be conducted, a quorum must be represented either in person or by proxy at the Annual Meeting. The presence in person or by proxy of a majority of the voting power of the outstanding shares eligible to vote at the Annual Meeting constitutes a quorum. Shares represented by a proxy marked WITHHOLD or ABSTAIN will be considered present at the Annual Meeting for purposes of determining a quorum.

How Many Votes Am I Entitled to Cast?

You are entitled to cast one vote for each share of common stock you own on the record date. You are entitled to cast ten votes for each share of Class B stock you own on the record date. Shareholders do not have the right to vote cumulatively in electing directors.

How Many Votes Are Required to Elect Directors?

Directors are elected by a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present. This means that the nominees receiving the highest number of votes cast for the number of positions to be filled are elected. Only votes cast FOR a nominee will be counted. An instruction to WITHHOLD authority to vote for one or more of the nominees will result in those nominees receiving fewer votes, but will not count as a vote AGAINST the nominees. Abstentions and broker non-votes will have no effect on the director election since only votes FOR a nominee will be counted.

How Many Votes Are Required to Approve, on an Advisory Basis, the Executive Compensation (“Say-on-Pay”) for the Company’s NEOs?

To approve the executive compensation program, the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote at the Annual Meeting will be required. For this proposal, an abstention will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal.

4

How Many Votes Are Required to Ratify the Appointment of KPMG as Meredith’s Independent Registered Public Accounting Firm?

The affirmative vote 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 appointment of KPMG. For this proposal, an abstention will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal.

How Many Votes Are Required to Approve Other Matters?

Unless otherwise required by law or the Company’s Bylaws, the affirmative vote 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 other matters that may properly come before the Annual Meeting.

For matters requiring the affirmative vote of a majority of the voting power present, in person or by proxy and entitled to vote, abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on such a proposal.

Will My Shares Be Voted if I Do Not Provide Instructions to My Broker?

 

If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet, telephone or mail, the persons named as proxies will have the discretion to vote on those matters for you. At the date of filing this Proxy Statement with the SEC, the Board did not know of any other matters to be raised at the Annual Meeting.

How Do I Vote if I Participate in the Meredith Corporation Employee Stock Purchase Plan of 2002 (the “ESPP”) and/or Meredith Savings and Investment Plan (the “401(k) Plan”)?

If you are a participant in the Company’s ESPP and/or 401(k) Plan, you have the right to give instructions to the respective plan administrator as to the voting of the shares of stock allocated to your account. The voting of those shares will occur at the Annual Meeting or at any adjournment or postponement thereof. In this regard, please indicate your voting choices by voting online using the instructions on the Notice that has been sent to you, or by voting using the methods as described on the proxy card if you have requested hard copies of the proxy materials. If you hold shares in the 401(k) Plan and do not vote your shares, those shares will


be voted by the plan administrator in the same percentage as the shares held in the 401(k) Plan for which directions are received. If you are the beneficial owner of shares held in street name by a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, the broker will be entitled to vote the shares with respect to discretionary items, but will not be permitted to vote the shares with respect to non-discretionary items (those shares are treated as broker non-votes). The ratification of the appointment of KPMG (Proposal Three) is a discretionary item. The election of directors (Proposal One) and the advisory vote on Say-on-Pay (Proposal Two) are non-discretionary items. A broker or other nominee will not be permitted to vote shares without instructions from the beneficial owners on Proposals One or Two.

Who Represents My Proxy at the Annual Meeting?

If you do not vote in person at the Annual Meeting but have voted your shares over the Internet, by telephone or by signing and returning a proxy card, you have authorized the persons named as proxies, as designated by the Board, to represent you and to vote your shares as instructed.

What if I Return a Proxy Card but Do Not Provide Specific Voting Instructions for Some or All of the Items?

All shares that have been properly voted — whether by Internet, telephone or mail — will be voted at the Annual Meeting in accordance with your instructions unless such vote has been revoked. If you sign a proxy card but do not give voting instructions, the votes represented by the proxy will be voted as recommended by the Board and at the discretion of the persons named as proxies upon such matters not presently known or determined that may properly come before the meeting. The Board recommends a vote FOR the election of the director nominees, FOR the approval, on an advisory basis, of the executive compensation for the Company’s NEOs and FOR the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal 2020.

What if Other Matters Are Voted on at the Annual Meeting?

If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet, telephone or mail, the persons named as proxies will have the discretion to vote on those matters for you. At the date of filing this Proxy Statement with the SEC, the Board did not know of any other matters to be raised at the Annual Meeting.

How Do I Vote if I Participate in the Meredith Corporation Employee Stock Purchase Plan of 2002 (the “ESPP”) and/or Meredith Savings and Investment Plan (the “401(k) Plan”)?

If you are a participant in the Company’s ESPP and/or 401(k) Plan, you have the right to give instructions to the respective plan administrator as to the voting of the shares of stock allocated to your account. The voting of those shares will occur at the Annual Meeting or at any adjournment or postponement thereof. In this regard, please indicate your voting choices by voting online using the instructions on the Notice that has been sent to you, or by voting using the methods as described on the proxy card if you have requested hard copies of the proxy materials. If you hold shares in the 401(k) Plan and do not vote your shares, those shares will be voted by the plan administrator in the same percentage as the shares held in the 401(k) Plan for which directions are received. If you

5

hold shares in the ESPP and do not vote your shares, those shares will be voted by the plan administrator on discretionary matters but will not be voted on non-discretionary matters.

 

PROPOSAL ONE – ELECTION OF DIRECTORS


Our Restated Articles of Incorporation, as may be provided by the Bylaws, state that the Board shall be divided into three classes, each class to consist, as nearly as may be possible, of one-third of the total number of directors. The Bylaws provide that the number of directors shall be fixed from time to time by resolution of the Board. Our Corporate Governance Guidelines provide that no director may serve on the Board past the Annual Meeting following his or her 72nd birthday. The Board waived this age limitation with respect to Mr. Joel W. Johnson at the Company’s 2015 Annual Meeting due to the Meredith-Media General, Inc. merger negotiations happening at that time. Mr. Johnson’s term as a Class II director expires at the 2018 Annual Meeting, at which time he will retire from the Board. At the January 2018 Meeting, the Board also waived the age limitation with respect to Mr. Philip A. Marineau due to the acquisition of Time Inc. Mr. Marineau will continue as a Class I director until the November 2019 Annual Meeting, at which time he will retire from the Board.

Mr. Frederick B. Henry has been nominated as a Class III director with a term expiring in 2019, at which time he will retire from the Board. The Board waived the age limitation with respect to Mr. Henry at the Company’s 2017 Annual Meeting due to the Meredith-Time Inc. merger negotiations happening at that time. The Board also approved switching Mr. Henry from a Class II director to a Class III director. Ms. Paula A. Kerger, Mr. Thomas H. Harty and Mr. Donald C. Berg have been nominated as Class II directors with terms expiring in 2021. Each of the director nominees, other than Ms. Kerger, currently serves as a director of the Company. Should any of the nominees become unable to serve prior to the upcoming Annual Meeting, an event that is not anticipated by the Company, the proxies, except those from shareholders who have given instructions to WITHHOLD voting for the following nominees, will be voted FOR such other person or persons as the Nominating/Governance Committee may nominate. Certain information concerning each of the nominees standing for election and each of the continuing directors is set forth below.

 

At the January 2018 Meeting, the Board waived the age limitation with respect to Mr. Philip A. Marineau due to the acquisition of Time Inc. Mr. Marineau will continue as a Class I director until the November 2019 Annual Meeting, at which time he will retire from the Board. The Board also waived the age limitation with respect to Mr. Frederick B. Henry at the Company’s 2017 Annual Meeting due to the Meredith-Time Inc. merger negotiations happening at that time. Mr. Henry will continue as a Class III director until the November 2019 Annual Meeting, at which time he will retire from the Board.

At the February 2019 Meeting, the Board approved switching Mr. Stephen M. Lacy from a Class III director to a Class I director with a term expiring in 2020 and nominated Mr. Christopher Roberts III as a Class III director with a term expiring in 2022. Ms. D. Mell Meredith Frazier and Ms. Beth J. Kaplan currently serve as Class III directors and they are nominated to extend terms through 2022. Each of the director nominees currently serve as a director of the Company. Should any of the nominees become unable to serve prior to the upcoming Annual Meeting, an event that is not anticipated by the Company, the proxies, except those from shareholders who have given instructions to WITHHOLD voting for the following nominees, will be voted FOR such other person or persons as the Nominating/Governance Committee may nominate. Certain information concerning each of the nominees standing for election and each of the continuing directors is set forth below.

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Nominee for Election as Class IIII Director – Term to Expire in 20192020
Stephen M. Lacy

Chairman, Meredith Corporation

 

Frederick B. HenryPresident, The Bohen Foundation
Mr. Henry, 72, has served on the Board since 1969. He is currently a member of the Compensation and Nominating/Governance Committees. Mr.  Henry has been President of The Bohen Foundation, a private charitable foundation that supports the arts, since 1985. During his tenure as a director, Mr. Henry has served on every standing committee of the Board and he brings an invaluable understanding of each committee’s work to the Board as a whole.

Mr. Lacy, 65, serves as non-executive Chairman of the Board effective April 2019. Previously, Mr. Lacy served as Executive Chairman of Meredith from February 2018 to March 2019. Mr. Lacy joined Meredith in 1998 as Vice President and Chief Financial Officer (“CFO”). He was promoted to President of the National Media Group in 2000 and elected to the Board and named President and Chief Operating Officer (“COO”) in 2004. He was elected President and Chief Executive Officer (“CEO”) in 2006 and Chairman of the Board and CEO in 2010. Mr. Lacy joined the Board of Directors of Hormel Foods Corporation in September 2011, currently serving as the Chairman of the Compensation Committee and as a member of the Audit Committee. Mr. Lacy joined the Board of Directors of Great Western Bancorp, Inc. in June 2015, serving as the Chairman of the Governance and Nominating Committee and as a member of the Compensation Committee. His intimate knowledge of our Company, gained through 20 years of service in critical executive positions within the Company and including more than 10 years as CEO, enables him to provide important insights regarding our operations, including finance, marketing, strategic planning and management.

Nominees for Election as Class II Directors – Terms to Expire in 2021
Thomas H. HartyPresident and Chief Executive Officer (“CEO”), Meredith Corporation
Mr. Harty, 55, is President and CEO of Meredith and was elected to the Board in August 2017. Mr. Harty joined Meredith in 2004 as Vice President of its Magazine Group and subsequently served as its Chief Revenue Officer and President of Consumer Magazines. He was named National Media Group President in 2010 and President and Chief Operating Officer (“COO”) in August 2016. He was elected to his current position of President and CEO in February 2018. Immediately prior to joining Meredith, Mr. Harty was Senior Vice President for The Golf Digest Companies, a division of Advance Publications. His broad media company experience includes key leadership positions with TV Guide, Reader’s Digest, The New York Times Company, Forbes and Gruner + Jahr USA. Mr. Harty is currently a member of the Board of Directors and the Executive Committee of the Association of Magazine Media. Mr. Harty has been a major contributor to the Company’s success since joining Meredith. His history with the Company and his expertise in the industry provide unparalleled insight to the Board.
Donald C. BergPresident, DCB Advisory Services
Mr. Berg, 63, has been a member of the Board since 2012 and is Chairman of the Finance/Audit Committee. Mr. Berg is currently President of DCB Advisory Services, a consulting firm to food and beverage companies from multinational conglomerates to start-up companies. Previously,

Mr. Berg was Executive Vice President & Chief Financial Officer (“CFO”) of Brown-Forman Corporation, a family-controlled public company, until April 2014. In addition to his role as CFO, during his 26 year career at Brown-Forman, Mr. Berg held various executive positions, including President of its emerging market division; President of its largest operating group, the Americas; the head of its strategic planning function; and the director of its mergers and acquisitions group. Mr. Berg joined the Board of Directors of Gildan Activewear, a publicly traded company, in February 2015, currently serving as Chair of the Compensation and Human Resources Committee and as a member of the Audit/Finance Committee. He provides financial expertise, strategic development and international business experience to the Board.
Paula A. KergerPresident and CEO, Public Broadcasting Service (“PBS”)
Ms. Kerger, 60, is currently President and CEO of PBS, the nation’s largest non-commercial media organization with nearly 350 member stations. Having joined PBS in March 2006, Ms. Kerger is the longest-serving President and CEO in PBS history. Previously, Ms. Kerger was Executive Vice President and COO at Educational Broadcasting Corporation, the parent company of Thirteen/WNET and WLIW21 New York, for more than a decade. We expect that Ms. Kerger will serve on the Finance/Audit Committee. Ms. Kerger’s leadership experience within the broadcasting industry provides valuable insights to our overall business strategies.

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.

Directors Continuing in Office as Class III Directors – Terms to Expire in 20192022

D. Mell Meredith Frazier

Vice Chairman, Meredith Corporation

 

Stephen M. LacyExecutive

Ms. Frazier, 63, has been a member of the Board since 2000 and was elected Vice Chairman in 2010. She is Chairman of the Nominating/Governance Committee and a member of the Compensation Committee. She is also the Chairman of the Board of the Meredith Corporation Foundation. Ms. Frazier began her career at Meredith in 1976, holding various positions throughout the Company, including editorial, financial, marketing and production positions in publishing; acquisition and financial analysis in broadcasting; and various corporate staff positions through 2003. As a fourth-generation member of the Meredith family, she holds a deep appreciation of the values and societal roles of the Company throughout its history. In addition, her previous service as an employee in various positions throughout the Company allows her to share a singular perspective with the Board.

Beth J. Kaplan

Managing Member, Axcel Partners, LLC

Ms. Kaplan, 61, was elected to the Board in January 2017 and serves as a member of the Finance/Audit Committee. She is the managing member of Axcel Partners, LLC, a venture capital firm investing in early stage and growth companies founded and led by women. Ms. Kaplan served as President and COO at Rent the Runway from 2013 to 2015 and continues to serve on the Board of Directors. She also served as President and Chief Merchandising and Marketing Officer from 2008 to 2011, and as a director in 2011 at General Nutrition Centers, Inc. (“GNC”) where she played an integral role in the company’s 2011 initial public offering. Prior to GNC, Ms. Kaplan served as Executive Vice President and General Manager at Bath & Body Works; Executive Vice President of Marketing and Merchandising at Rite Aid Drugstores; and President and General Manager of the Cosmetics and Fragrance division at Procter & Gamble. Ms. Kaplan joined the Board of Howard Hughes Corporation, a publicly traded commercial, residential and mixed-use real estate company, in 2017 and currently serves on the Audit and Risk Committee. Ms. Kaplan provides valuable industry experience leading top female brands.

Christopher Roberts III

Executive Vice President and Chief Customer Officer, Land O’Lakes, Inc.

Mr. Roberts, 57, was elected to the Board in February 2019 and serves as a member of the Finance/Audit Committee. Mr. Roberts is Executive Vice President and Chief Customer Officer for Land O’Lakes, Inc., a Fortune 200 food and agribusiness corporation with operations and services in 60 countries spanning agricultural supply, animal feed and value-added dairy products and ingredients. He is also a member of its Executive Committee. Prior to Land O’ Lakes, Mr. Roberts held positions of increasing responsibility at Cargill Inc. which included serving as President of Cargill Food service North America and President of its Value Added Protein and Kitchen Solutions businesses. Mr. Roberts began his career in leadership roles first at PepsiCo Inc. and later at The Coca Cola Company, Inc. Mr. Roberts has relevant consumer packaged goods experience which will prove to be beneficial to the Board as a whole.

Mr. Lacy, 64, is Executive Chairman of Meredith and was elected to his current position in February 2018. Mr. Lacy joined Meredith in 1998 as Vice President and CFO. He was promoted to President of the National Media Group in 2000 and elected to the Board and named President and COO in 2004. He was elected President and CEO in 2006 and Chairman of the Board and CEO in 2010. Mr. Lacy joined the Board of Directors of Hormel Foods Corporation in September 2011, serving as the Chairman of the Compensation Committee and as a member of the Audit Committee. Mr. Lacy joined the Board of Directors of Great Western Bancorp, Inc. in June 2015, serving as the Chairman of the Governance and Nominating Committee and as a member of the Compensation Committee. His intimate knowledge of our Company, gained through 20 years of service in critical executive positions within the Company and including more than 10 years as CEO, enables him to provide important insights regarding our operations, including finance, marketing, strategic planning and management.
D. Mell Meredith Frazier

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.


Directors Continuing in Office as Class I Directors – Terms to Expire in 2020Vice Chairman, Meredith Corporation
Ms. Frazier, 62, has been a member of the Board since 2000 and was elected Vice Chairman in 2010. She is Chairman of the Nominating/Governance Committee and a member of the Compensation Committee. She is also the Chairman of the Board of the Meredith Corporation Foundation. Ms.  Frazier began her career at Meredith in 1976, holding various positions throughout the Company, including editorial, financial, marketing and production positions in publishing; acquisition and financial analysis in broadcasting; and various corporate staff positions through 2003. As a fourth-generation member of the Meredith family, she holds a deep appreciation of the values and societal roles of the Company throughout its history. In addition, her previous service as an employee in various positions throughout the Company allows her to share a singular perspective with the Board.
Beth J. KaplanManaging Member, Axcel Partners, LLC
Ms. Kaplan, 60, was elected to the Board in January 2017 and serves as a member of the Finance/ Audit Committee. She is the managing member of Axcel Partners, LLC, a venture capital firm investing in early stage and growth companies founded and led by women. Ms. Kaplan served

as President and COO at Rent the Runway from 2013 to 2015 and continues to serve on the Board of Directors. She also served as President and Chief Merchandising and Marketing Officer from 2008 to 2011, and as a director in 2011 at General Nutrition Centers, Inc. (“GNC”) where she played an integral role in the company’s 2011 initial public offering. Prior to GNC, Ms. Kaplan served as Executive Vice President and General Manager at Bath & Body Works; Executive Vice President of Marketing and Merchandising at Rite Aid Drugstores; and President and General Manager of the Cosmetics and Fragrance division at Procter & Gamble. Ms. Kaplan provides valuable industry experience leading top female brands.
Director Continuing in Office as Class I Director – Term to Expire in 2019
Philip A. MarineauPartner, LNK Partners
Mr. Marineau, 71, has been a member of the Board since 1998 and currently services as a member of the Finance/Audit Committee. In October 2008 he became a partner at LNK Partners, a private equity firm based in White Plains, New York. He retired from Levi Strauss & Co. in November 2006, where he served as President and CEO since September 1999. His prior service includes terms as an executive officer at PepsiCo, Dean Foods Company and Quaker Oats Co. Mr. Marineau served as Chairman of the Board of Shutterfly, Inc. from April 2007 to June 2016. Mr. Marineau has an extensive record of achievement in consumer products marketing and management. Mr. Marineau’s consumer products and marketing experience provides important insight and guidance to our management team and the Board and is instrumental to the development of our overall business strategy.
Directors Continuing in Office as Class I Directors – Terms to Expire in 2020
Donald A. BaerGlobal Chairman, Burson Cohn & Wolfe
Mr. Baer, 64,
Donald A. Baer

Global Chairman, Burson Cohn & Wolfe

Mr. Baer, 65, was elected to the Board in November 2014 and serves on the Compensation and Nominating/Governance Committees. He serves as Global Chairman of Burson Cohn & Wolfe, a leading advertising, marketing and communication services firm. He previously served as Worldwide Chair and CEO for Burson-Marsteller, a strategic communications firm and as Chairman of Penn, Schoen & Berland, a research firm, both WPP, Inc. companies. Mr. Baer has been a member of Burson-Marsteller’s global senior management team since 2008. Previously, Mr. Baer was Senior Executive Vice President for Strategy and Development and an executive committee member of Discovery Communications. Prior to this position, Mr. Baer served as White House Senior Advisor to President Bill Clinton. Mr. Baer currently serves as Vice Chair of the Board of Directors of Public Broadcasting Service (“PBS”). Mr. Baer brings a broad and deep understanding of media and marketing industries, strategic communications, strategy and development and governmental policy.

Elizabeth E. Tallett

Healthcare Industry Consultant

Ms. Tallett, 70, was first elected to the Board in 2008 and serves as Chairman of the Compensation Committee and as a member of the Nominating/Governance Committee. From 2002 to 2014, Ms. Tallett was Principal at Hunter Partners, LLC, a management company for early to mid-stage pharmaceutical, biotech and medical device companies. She continues to operate as a consultant to early stage pharmaceutical and healthcare companies. Ms. Tallett also serves on the Boards of Principal Financial Group, Inc., serving as Lead Director and on the Executive, Human Resources and Nominating/Governance Committees; Qiagen, N.V., serving as Chairman of the Compensation Committee and on the Audit and Nominating Committees; and Anthem, Inc., serving as Chairman of the Board and on the Compensation and Governance Committees. He serves as Global Chairman, Burson Cohn & Wolfe, a leading advertising, marketing and communication services firm. He previously served as Worldwide Chair and CEO for Burson-Marsteller, a strategic communications firm and as Chairman of Penn, Schoen & Berland, a research firm, both WPP, Inc. companies. Mr. Baer has been a member of Burson-Marsteller’s global senior management team since 2008. Mr. Baer also serves as Vice Chair of the Board of Directors of PBS. Previously, Mr. Baer was Sr. Executive Vice President for Strategy and Development and an executive committee member of Discovery Communications. Prior to this position, Mr. Baer served as White House Senior Advisor to President Bill Clinton. Mr.  Baer brings a broad and deep understanding of the media and marketing industries, strategic communications, strategy and development and governmental policy.

Elizabeth E. TallettHealthcare Industry Consultant
Ms. Tallett, 69, was first elected to the Board in 2008 and serves as Chairman of the Compensation Committee and as a member of the Nominating/Governance Committee. From 2002 to 2014, Ms. Tallett was Principal at Hunter Partners, LLC, a management company for early to mid- stage pharmaceutical, biotech and medical device companies. She continues to operate as a consultant to early stage pharmaceutical and healthcare companies. Ms. Tallett also serves on the Boards of Principal Financial Group, Inc., serving as Lead Director and on the Executive, Human Resources and Nominating/Governance Committees; Qiagen, N.V., serving as Chairman of the Compensation Committee and on the Audit Committee; and Anthem, Inc., serving as Chairman of the Board and on the Nominating and Governance Committee. During the past five years, she was also a director at Coventry Health Care, Inc. In addition to her leadership and financial management in pharmaceutical and biotechnology firms, she brings executive-level experience in multinational companies, international operations, economics, strategic planning, marketing, product development and acquisitions and mergers.

Directors Continuing in Office as Class II Directors – Terms to Expire in 2021
Thomas H. Harty

President and CEO, Meredith Corporation

Mr. Harty, 56, is President and CEO of Meredith and was elected to the Board in August 2017. Mr. Harty joined Meredith in 2004 as Vice President of its Magazine Group and subsequently served as its Chief Revenue Officer and President of Consumer Magazines. He was named National Media Group President in 2010 and President and COO in August 2016. He was elected to his current position of President and CEO in February 2018. Immediately prior to joining Meredith, Mr. Harty was Senior Vice President for The Golf Digest Companies, a division of Advance Publications. His broad media company experience includes key leadership positions with TV Guide, Reader’s Digest, The New York Times Company, Forbes and Gruner + Jahr USA. Mr. Harty is currently Chair of the Board of Directors of the Association of Magazine Media. Mr. Harty has been a major contributor to the Company’s success since joining Meredith. His history with the Company and his expertise in the industry provide unparalleled insight to the Board.

Donald C. Berg

President, DCB Advisory Services

Mr. Berg, 64, has been a member of the Board since 2012 and serves as Chairman of the Finance/Audit Committee. Mr. Berg is currently President of DCB Advisory Services, a consulting firm to food and beverage companies from multinational conglomerates to start-up companies. Previously, Mr. Berg was Executive Vice President & CFO of Brown-Forman Corporation, a family-controlled public company, until April 2014. In addition to his role as CFO, during his 26 year career at Brown-Forman, Mr. Berg held various executive positions, including President of its emerging market division; President of its largest operating group, the Americas; the head of its strategic planning function; and the director of its mergers and acquisitions group. Mr. Berg joined the Board of Directors of Gildan Activewear, a publicly traded company, in February 2015, and has served as Chairman of the Board since May 2019. Before serving as Chairman of the Board, he served as Chair of the Compensation and Human Resources Committee and as a member of the Audit/Finance Committee. He provides financial expertise, strategic development and international business experience to the Board.

Paula A. Kerger

President and CEO, PBS

Ms. Kerger, 61, joined the Board in November 2018 and serves on the Finance/Audit Committee. Ms. Kerger is currently President and CEO of PBS, the nation’s largest non-commercial media organization with nearly 350 member stations. Having joined PBS in March 2006, Ms. Kerger is the longest-serving President and CEO in PBS history. Previously, Ms. Kerger was Executive Vice President and COO at Educational Broadcasting Corporation, the parent company of Thirteen/WNET and WLIW21 New York, for more than a decade. Ms. Kerger’s leadership experience within the broadcasting industry provides valuable insights to our overall business strategies.


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:

 

Donald A. BaerDonald C. BergD. Mell Meredith Frazier
Frederick B. HenryJoel W. JohnsonBeth J. KaplanPaula A. Kerger
Philip A. MarineauChristopher Roberts IIIElizabeth E. Tallett

 

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 theCompensation 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 CommitteeNominating/Governance
Committee
Donald C. Berg* Donald A. Baer Donald A. Baer
Joel W. JohnsonD. Mell Meredith FrazierD. Mell Meredith Frazier*
Beth J. KaplanD. Mell Meredith FrazierD. 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 1STEP 2STEP 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 CompanyThe E.W. Scripps Company
IAC/InterActiveCorpThe Interpublic Group of Companies
Lions Gate Entertainment CorporationTEGNA Inc.
News CorporationTribune 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 CompanyThe E.W. Scripps Company
IAC/InterActiveCorpThe Interpublic Group of Companies
Lions Gate Entertainment CorporationTEGNA Inc.
News CorporationTribune 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 DOWHAT 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 payAllow hedging, short sales, option trading or pledging of common stock
Set challenging short and long-term incentive award goalsReprice 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 programsProvide 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:

ExecutiveFiscal 2018 ($)Fiscal 2019 ($)Change (%)
Stephen M. Lacy850,000850,000— %
Thomas H. Harty900,0001,000,00011 %
Joseph H. Ceryanec685,000750,00010 %
Patrick J. McCreery425,000525,00024 %
Jonathan B. Werther685,000750,00010 %
John S. Zieser685,000750,00010 %

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)1.541.711.881.76
Operating Cash Flow(2)90,000,000100,000,000110,000,000117,876,000
Company Revenue927,511,600976,328,0001,025,144,400939,862,000

(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
ThresholdTargetMaximum
% of SalaryAmount ($)% of SalaryAmount ($)% of SalaryAmount ($)
Stephen M. Lacy (1)50%318,750100%637,500250%1,593,750
Thomas H. Harty50%500,000100%1,000,000250%2,500,000
Joseph H. Ceryanec38%281,25075%562,500188%1,406,250
Patrick J. McCreery30%157,50060%315,000150%787,500
Jonathan B. Werther40%300,00080%600,000200%1,500,000
John S. Zieser38%281,25075%562,500188%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:

ObjectiveLacyHartyCeryanecMcCreeryWertherZieser
Earnings per Share (“EPS”)20%20%20%10%10%20%
Adjusted EBITDA20%20%20%10%10%20%
Company Revenue20%20%20%20%
Cost Synergies (1)20%20%20%20%20%
Group Operating Profit30%20%
Group Operating Revenue30%20%
Individual Strategic Objectives20%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)3.033.193.353.19
Adjusted EBITDA (1)675,000,000750,000,000825,000,000705,640,000
Company Revenue2,960,390,0003,116,200,0003,272,010,0003,188,500,000
Cost Synergies (2)307,260,000341,400,000375,540,000360,600,000

(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)215,325,000239,250,000263,175,000253,990,000
Cost Synergies(2)41,400,00046,000,00050,600,00052,200,000
Company Revenue1,291,430,0001,359,400,0001,427,370,0001,307,543,000

(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)292,590,000325,100,000357,610,000230,400,000
Operating Revenue2,159,350,0002,273,000,0002,386,650,0002,326,600,000
Local Media Group    
Operating Profit (1)212,130,000235,700,000259,270,000279,400,000
Operating Revenue801,040,000843,200,000885,360,000861,881,000

(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 ObjectivesIndividual PerformanceTotal Incentive Payout
($)% of Target($)% of Target($)% of Target
Stephen M. Lacy (1)668,596131 %127,500100 %796,096125 %
Thomas H. Harty1,048,778131 %200,000100 %1,248,778125 %
Joseph H. Ceryanec589,938131 %30,15027 %620,088110 %
Patrick J. McCreery447,244177 %114,188181 %561,432178 %
John S. Zieser589,938131 %140,625125 %730,563130 %

(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)10,000,00011,000,00012,500,000412,400,000
National Media Group    
Operating Profit(2)130,770,000145,300,000159,830,000145,045,000
Cash Flow(3)108,000,000120,000,000132,000,000150,469,000
Revenue(2)1,006,742,5501,059,729,0001,112,715,450974,840,000
Local Media Group    
Operating Profit(2)156,600,000174,000,000191,400,000186,441,000
Cash Flow(3)166,500,000185,000,000203,500,000191,967,000
Revenue(2)614,671,850647,023,000679,374,150652,134,000

(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 OptionsRestricted Stock Units

Cash LTIP
Target ($) 

Shares 

Grant Date
Value ($)

Shares 

Grant Date
Value ($)
Stephen M. Lacy2,000,00042,250511,56713,500708,075800,000
Thomas H. Harty2,500,00052,000629,62116,750878,5381,000,000
Joseph H. Ceryanec1,000,00021,000254,2706,550343,548400,000
Patrick J. McCreery400,00010,000121,0812,500131,125150,000
Jonathan B. Werther1,100,00024,000290,5948,000419,600400,000
John S. Zieser1,000,00021,000254,2706,550343,548400,000


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 2017-2019ThresholdTarget150% of TargetMaximumActual 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
Payout50%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/AN/AN/AN/AN/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:

FY2016-2018Threshold   Target      150% of TargetMaximum   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.

FY2016-2018Threshold    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:

FY2017-2019Threshold   Target     150% of TargetMaximum   
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 2018-2020ThresholdTarget150% of TargetMaximum
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
Payout50%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/AN/AN/AN/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:

FY2018-2020Threshold   Target      150% of TargetMaximum   
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 2019-2021ThresholdTarget150% of TargetMaximum
Cumulative Cash Flow (1)$1,303,000,000$1,447,500,000$1,520,000,000$1,592,000,000
Payout50%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)

 

ParticipantTarget Ownership (Shares)Status
Stephen M. Lacy120,000Met
Thomas H. Harty(1)120,000In Progress
Joseph H. Ceryanec

Status

Stephen M. Lacy120,000Met
Thomas H. Harty (1)120,000In Progress
Joseph H. Ceryanec50,000Met
Patrick J. McCreery50,000In Progress
Jonathan B. Werther (2)50,000In Progress
John S. Zieser50,000Met
Paul A. Karpowicz50,000Met
Jonathan B. Werther50,000In Progress
John S. Zieser50,000Met

(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:

ExecutiveEligible SharesRSUs Granted
Stephen M. Lacy (1)24,9053,365
Thomas H. Harty15,0593,012
Joseph H. Ceryanec (2)3,421
Patrick J. McCreery10,7022,140
Jonathan B. Werther (3)1,978396
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,2019637,500887,867511,5671,568,9163,968,378183,1867,757,414
Executive Chairman (6)2018938,2701,089,4581,932,7664,070,7125,469,822224,02213,725,050
 20171,038,4621,274,812718,8333,773,0203,108,288205,01810,118,433
Thomas H. Harty,20191,000,0001,039,469629,6211,736,5862,699,534199,0537,304,263
President and CEO2018841,154801,0461,491,2912,433,9071,260,580173,4227,001,400
 2017824,616589,984310,0851,891,520859,808636,6825,112,695
Joseph H. Ceryanec,2019750,000343,548254,270833,8471,318,25397,7273,597,645
CFO2018685,000379,9001,098,6101,461,685715,516106,8864,447,597
 2017615,385359,720187,9301,281,908524,609110,5813,080,133
Patrick J. McCreery,
President - Local Media Grp
2019525,000245,465121,081561,432472,15546,8171,971,950
Jonathan B. Werther,2019709,616440,758290,594760,168443,4941,537,0984,181,728
President - National Media Group (7)2018685,000313,880867,890813,250282,39451,2473,013,661
John S. Zieser,2019750,000343,548254,270944,3222,291,254102,7294,686,123
Chief Development Officer, General Counsel2018685,000379,9001,098,6101,508,4461,144,052105,2054,921,213
 2017699,039359,720187,9301,315,368817,415102,2653,481,737
(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)
    
NameGrant DateThreshold ($)Target ($)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)
Lacy8/7/2018318,750637,5001,593,750    
 8/7/2018400,000800,0001,600,000    
 8/21/2018    42,25052.45511,567
 8/21/2018   13,500  708,075
 2/2/2019   3,365  179,792
Harty8/7/2018500,0001,000,0002,500,000    
 8/7/2018500,0001,000,0002,000,000    
 8/21/2018    52,00052.45629,621
 8/21/2018   16,750  878,538
 2/2/2019   3,012  160,931
Ceryanec8/7/2018281,250562,5001,406,250    
 8/7/2018200,000400,000800,000    
 8/21/2018    21,00052.45254,270
 8/21/2018   6,550  343,548
McCreery8/7/2018157,500315,000787,500    
 8/7/201875,000150,000300,000    
 8/21/2018    10,00052.45121,081
 8/21/2018   2,500  131,125
 2/2/2019   2,140  114,340

  Estimated Future Payouts Under Non-Equity
Incentive Plan Awards (1)
    
NameGrant DateThreshold ($)Target ($)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)
Werther8/7/2018300,000600,0001,500,000    
 8/7/2018200,000400,000800,000    
 8/21/2018    24,00052.45290,594
 8/21/2018   8,000  419,600
 2/2/2019   396  21,158
Zieser8/7/2018281,250562,5001,406,250    
 8/7/2018200,000400,000800,000    
 8/21/2018    21,00052.45254,270
 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.

NameGrant DateOption AwardsStock 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)
Lacy8/11/201565,000 44.728/11/2025  
 8/9/201676,500 52.908/9/2026  
 8/8/201759,000 58.008/8/2027  
 2/2/201893,000 57.852/2/2028  
 8/21/201842,250 52.458/1/2028  

NameGrant DateOption AwardsStock 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)
Harty8/13/201323,000 47.928/13/2023  
 8/12/201423,000 45.698/12/2024  
 8/11/201523,000 44.728/11/2025  
 8/9/2016 33,00052.908/9/2026  
 8/8/2017 41,00058.008/8/2027  
 2/2/2018 75,00057.852/2/2028  
 8/21/2018 52,00052.458/21/2028  
 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
Ceryanec8/11/201518,000 44.728/11/2025  
 8/9/2016 20,00052.908/9/2026  
 8/8/2017 18,00058.008/8/2027  
 2/2/2018 64,00057.852/2/2028  
 8/21/2018 21,00052.458/21/2028  
 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
McCreery8/11/20154,000 44.728/11/2025  
 8/9/2016 3,80052.908/9/2026  
 8/8/2017 3,45058.008/8/2027  
 8/21/2018 10,00052.458/21/2028  
 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
Werther8/13/20137,000 47.928/13/2023  
 8/12/20147,000 45.698/12/2024  
 8/11/20157,000 44.728/11/2025  
 8/9/201610,000 52.908/9/2026  
 8/8/201715,000 58.008/8/2027  
 2/2/201850,000 57.852/2/2028  
 8/21/201824,000 52.458/21/2028  
Zieser8/9/2016 20,00052.908/9/2026  
 8/8/2017 18,00058.008/8/2027  
 2/2/2018 64,00057.852/2/2028  
 8/21/2018 21,00052.458/21/2028  
 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 dateJune 30, 2018
Discount rate
Employees’ Retirement Income Plan4.00%
Replacement Benefit Plan3.80%
Supplemental Benefit Plan4.15%
Interest crediting rate
Employees’ Retirement Income Plan3.50%
Replacement Benefit Plan3.30%
Supplemental Benefit Plan3.65%
Annuity conversion rate4.25%, unless specified by employment agreement
Annuity conversion mortality2018 IRS Prescribed 417(e)(3) Unisex
Retirement age65
Compensation and benefit limits2018 levels
Salary increasesNone
Pre-retirement decrementsNone

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 AwardsStock Awards
NameNumber of Shares
Acquired on Exercise
Value Realized
on Exercise ($)(1)
Number of Shares
Acquired on Vesting
Value Realized
on Vesting ($)(2)
Lacy (3)82,0444,416,553
Harty9,498477,297
Ceryanec13,657711,252
McCreery1,05052,185
Werther (4)19,8651,018,098
Zieser18,000244,98010,550542,635

(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 dateJune 30, 2019
Discount rate
Employees’ Retirement Income Plan3.33%
Replacement Benefit Plan3.00%
Supplemental Benefit Plan3.65%
Interest crediting rate
Employees’ Retirement Income Plan2.80%
Replacement Benefit Plan2.50%
Supplemental Benefit Plan3.15%
Annuity conversion rate3.65%, unless specified by employment agreement
Annuity conversion mortality2019 IRS Prescribed 417(e)(3) Unisex
Retirement age65
Compensation and benefit limits2019 levels
Salary increasesNone
Pre-retirement decrementsNone


NamePlan NameYears of Credited ServicePresent Value of
Accumulated Benefit ($)
Payments During
Last Fiscal Year ($)
LacyEmployees’ Retirement Income Plan22382,602
 Replacement Benefit Plan223,351,632
 Supplemental Benefit Plan2023,855,582
HartyEmployees’ Retirement Income Plan15226,693
 Replacement Benefit Plan151,096,564
 Supplemental Benefit Plan146,996,069
CeryanecEmployees’ Retirement Income Plan11146,370
 Replacement Benefit Plan11674,467
 Supplemental Benefit Plan103,713,746
McCreeryEmployees’ Retirement Income Plan17216,915
 Replacement Benefit Plan1777,051
 Supplemental Benefit Plan161,053,564
WertherEmployees’ Retirement Income Plan794,323
 Replacement Benefit Plan7335,694
 Supplemental Benefit Plan6927,789
ZieserEmployees’ Retirement Income Plan21348,970
 Replacement Benefit Plan211,567,248
 Supplemental Benefit Plan198,461,474

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.

NameExecutive Contributions in
Last Fiscal Year ($)
Aggregate Earnings in
Last Fiscal Year ($)(1)
Aggregate Withdrawals/
Distributions in
Last Fiscal Year ($)
Aggregate Balance at Last
Fiscal Year-End ($)
Lacy127,3191,522,2912,077,632
Harty
Ceryanec120,4253,037,888
McCreery84521,309
Werther
Zieser169,6744,280,260

(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 terminationN/AN/A2,000,0002,250,0001,000,000
Payment of target Annual Incentive (2)N/AN/A2,000,000N/AN/A
Payment due under Cash LTIPs (2)N/A1,260,5961,260,5961,260,5961,260,596
Pension benefit (lump sum) (3)(4)7,403,2907,403,2907,403,290N/A7,403,290
Immediate vesting of stock optionsN/A207,000207,000207,000207,000
Immediate vesting of restricted stock and RSUsN/A2,715,9452,715,9452,715,9452,715,945
(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 terminationN/AN/A1,500,000N/AN/A

Payment due under Cash LTIPs (2)

N/A496,571496,571496,571496,571

Pension benefit (lump sum) (3)(4)

4,088,6044,088,6044,088,604N/A4,088,604

Immediate vesting of stock options

N/A98,01098,01098,01098,010

Immediate vesting of

restricted stock and RSUs

N/A1,188,1401,188,1401,188,1401,188,140
(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)
HartyCeryanecZieser
$—$3,260,132$—

 

(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 underService 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.


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(MEREDITH LOGO) Shareowner Services
P.O. Box 64945
St. Paul, MN 55164-0945

Shareowner Services

P.O. Box 64945

St. Paul, MN 55164-0945

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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. LacyVote FOR
all nominees
Vote WITHHELD
from all nominees
 To elect three Class III directors02

Christopher Roberts III 

(except as marked) 
 for terms expiring in 2022:03D. Mell Meredith Frazier    
  04Beth 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
(GRAPHIC)      Please fold here - Do not separate      (GRAPHIC) 

(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;

ForAgainstAbstain
3.

Toratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2019; and

 ForAgainstAbstain

3.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2020; andForAgainstAbstain

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 StockProxy

 

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 Stockproxy

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/MOBILETELEPHONEMAIL
www.proxypush.com/mdp1-866-883-3382
Use the Internet to vote your proxyUse a touch-tone telephone toMark, sign and date your proxy
until 11:59 p.m. CST onvote 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/MOBILETELEPHONEMAIL
www.proxypush.com/mdp1-866-883-3382

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.

 

 

 

(MEREDITH LOGO) 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. LacyVote FOR
all nominees
Vote WITHHELD
from all nominees
 To elect three Class III directors02

Christopher Roberts III 

(except as marked)

 
 for terms expiring in 2022:03D. Mell Meredith Frazier    
  04Beth 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
(GRAPHIC)      Please fold here - Do not separate      (GRAPHIC) 

 

(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;

ForAgainstAbstain
3.

Toratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2019; and

 ForAgainstAbstain

3.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2020; andForAgainstAbstain

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 StockProxy

 

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 Stockproxy

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/MOBILETELEPHONEMAIL
www.proxypush.com/mdp1-866-883-3382
Use the Internet to vote your proxyUse a touch-tone telephone toMark, sign and date your proxy
until 11:59 p.m. CST onvote 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/MOBILETELEPHONEMAIL
www.proxypush.com/mdp1-866-883-3382

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.