| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
FORM 8-K
| CURRENT REPORT | ||
| Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 | ||
| Date of Report (Date of earliest event reported): | August 12, 2021 | ||||
| MEREDITH CORPORATION | ||||||||
| (Exact name of registrant as specified in its charter) | ||||||||
| Iowa | 001-05128 | 42-0410230 | ||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| 1716 Locust Street, | Des Moines, | Iowa | 50309-3023 | |||||||||||
| (Address of principal executive offices) | (ZIP Code) | |||||||||||||
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:
| 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. ¨
| Item 2.02 | Results of Operations and Financial Condition | ||||
On August 12, 2021, Meredith Corporation issued a news release reporting results for the fourth quarter and fiscal year ended June 30, 2021. That news release is attached as Exhibit 99.1.
| Item 7.01 | Regulation FD Disclosure | ||||
On August 12, 2021, Tom Harty, Chairman and Chief Executive Officer, and Jason Frierott, Chief Financial Officer, will present the slides furnished as Exhibit 99.2 to this Current Report on Form 8-K during a conference call with analysts.
The information in this Current Report on Form 8-K, including Exhibit 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any of the Company's filing under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits | |||||||
| (d) | Exhibits | ||||||||||
| News release issued by Meredith Corporation dated August 12, 2021, reporting financial results for the fourth quarter and fiscal year ended June 30, 2021. | |||||||||||
| Presentation slides for August 12, 2021, earnings call reporting financial results for the fourth quarter and fiscal year ended June 30, 2021. | |||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||||||||
| SIGNATURE | |||||||||||
| 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. | |||||||||||
| MEREDITH CORPORATION | ||||||||
| Registrant | ||||||||
| /s/ Jason Frierott | ||||||||
| Jason Frierott | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
| Date: August 12, 2021 | ||||||||