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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM 8-K
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| CURRENT REPORT |
| Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported): | May 12, 2020 |
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| MEREDITH CORPORATION |
| (Exact name of registrant as specified in its charter) |
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| Iowa | 001-05128 | 42-0410230 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| | 1716 Locust Street, | Des Moines, | Iowa | 50309-3023 |
| (Address of principal executive offices) | (ZIP Code) |
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Registrant’s telephone number, including area code: | (515) | 284-3000 |
Former name or former address, if changed since last report: Not applicable |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| | Title of each class | | Trading Symbol | | Name of each exchange on which registered | |
| | Common Stock, par value $1 | | MDP | | New York Stock Exchange | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
On May 13, 2020, Meredith Corporation (Meredith or the Company) announced that on May 12, 2020, its Board of Directors appointed Greg Coleman to serve as a Class I Director effective at its next board meeting in August 2020. Mr. Coleman will serve on the Audit Committee. Mr. Coleman will stand for election for a full three-year term expiring in November 2023 at Meredith's Annual Shareholders Meeting in November 2020.
Mr. Coleman will participate in Meredith's standard compensation program for non-employee directors as described in the Meredith Corporation Proxy Statement for the 2019 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on September 27, 2019.
A copy of the press release announcing the appointment is attached as Exhibit 99.
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| Item 9.01 | Financial Statements and Exhibits | |
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| | (d) | Exhibits |
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| | | | News release issued by Meredith Corporation dated May 13, 2020 |
| | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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| SIGNATURE |
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| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
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| | MEREDITH CORPORATION | |
| | Registrant | |
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| | /s/ Jason Frierott | |
| | Jason Frierott | |
| | Chief Financial Officer | |
| | (Principal Financial and Accounting Officer) | |
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| Date: May 14, 2020 | | |
