Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 24, 2022, at the annual meeting of shareholders (the “2022 Annual Meeting”) of Viad Corp (the “Company”), the Company’s shareholders approved the amendment and restatement of the 2017 Viad Corp Omnibus Incentive Plan (the “Plan”) to, among other things, increase the number of shares of the Company’s common stock reserved for issuance under the Plan by 840,000 shares (the “Amended and Restated Plan”).
The Amended and Restated Plan previously had been approved, subject to shareholder approval, by the Human Resources Committee of the Board of Directors of the Company (the “Board”). The Amended and Restated Plan became effective immediately upon shareholder approval at the Annual Meeting.
The terms of the Amended and Restated Plan provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, cash-based awards, other stock awards, and performance units or performance shares that may be settled in cash, stock or a combination of the two.
A more detailed summary of the material features of the Amended and Restated Plan is set forth in the Company’s definitive proxy statement for the 2022 Annual Meeting, filed with the Securities and Exchange Commission on April 7, 2022 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the full text of the Amended and Restated Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) At the close of business on the record date for the 2022 Annual Meeting, there were 27,253,504 votes outstanding (including shares of 5.5% Series A Convertible Preferred Stock (the “Preferred Stock”) on an as-converted basis). A total of 25,839,212 votes (on an as-converted basis), or 94.8% of outstanding shares of the Company’s common stock (on an as-converted basis), were represented in person or by proxy at the 2022 Annual Meeting.
(b) The following proposals are described in detail in the Proxy Statement. The final voting results for each of the matters submitted to a shareholder vote at the 2022 Annual Meeting are as follows:
Proposal One: Election of Directors. The Company’s shareholders reelected all director nominees in an uncontested election, based on the following voting results:
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| Beverly K. Carmichael | | 24,058,980 | | 658,460 | | 3,456 | | 1,118,316 |
| | | | |
| Denise M. Coll | | 23,013,779 | | 1,703,543 | | 3,574 | | 1,118,316 |
| | | | |
| Steven W. Moster | | 24,042,892 | | 647,057 | | 30,947 | | 1,118,316 |
Proposal Two: Ratification of Viad’s Independent Registered Public Accounting Firm for 2022. The Company’s shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year, based on the following voting results:
| | | | |
For | | Against | | Abstain |
| 25,599,245 | | 234,621 | | 5,346 |
