8-K

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): December 1, 2021 (November 30, 2021)

Hawkeye Acquisition, Inc.

(Exact name of registrant as specified in its charter)

Delaware	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: Meredith Corporation

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 1.02 Termination of Material Definitive Agreements.

On December 1, 2021 (the “Closing Date”), Hawkeye Acquisition, Inc. (f/k/a Meredith Corporation), a Delaware corporation (“Meredith” or the “Company”), repaid in full (except for existing contingent reimbursement obligations under certain existing letters of credit which were cash collateralized or otherwise backstopped) all indebtedness and other amounts outstanding and owing under that certain credit agreement, dated as of January 31, 2018 (and as thereafter amended, the “Credit Agreement”), by and among Meredith, as borrower, certain of its subsidiaries as guarantors, various lenders from time to time party thereto, and Royal Bank of Canada, as Administrative Agent and Collateral Agent and terminated the Credit Agreement. Meredith paid an aggregate of $1,479,586,908.40 to repay all amounts due with respect to termination of the Credit Agreement, inclusive of prepayment premiums. In connection with the termination of the Credit Agreement, all other related loan documents were terminated and all liens and encumbrances granted by Meredith and its subsidiaries in favor of the Collateral Agent were terminated and released.

On the Closing Date, Meredith also (i) redeemed all of its outstanding (a) 6.875% Senior Unsecured Notes due February 1, 2026 (the “2026 Senior Notes”) issued under that certain Indenture dated January 31, 2018, among Meredith, certain subsidiaries of Meredith party thereto as subsidiary guarantors and U.S. Bank National Association, as supplemented by the First Supplemental Indenture, dated January 31, 2018, among Meredith, certain subsidiaries of Meredith party thereto as subsidiary guarantors and U.S. Bank National Association (the “2026 Senior Notes Indenture”) and (b) 6.500% Senior Secured Notes due July 1, 2025 (the “2025 Senior Notes”) issued under that certain Indenture dated June 29, 2020, among Meredith, certain subsidiaries of Meredith party thereto as subsidiary guarantors and U.S. Bank National Association (the “2025 Senior Notes Indenture”) and (ii) terminated and discharged the 2026 Senior Notes Indenture and the 2025 Senior Notes Indenture. Meredith paid an aggregate redemption price of (i) $328,151,786.81 with respect to the outstanding 2025 Senior Notes and (ii) $1,081,551,052.21 with respect to the outstanding 2026 Senior Notes, in each case, inclusive of any Applicable Premium (as defined in the 2026 Senior Notes Indenture and the 2025 Senior Notes Indenture, respectively). In connection with the termination and discharge of the 2026 Senior Notes Indenture and the 2025 Senior Notes Indenture, all related note documents were terminated and, with respect to the 2025 Senior Notes Indenture, all liens and encumbrances granted by Meredith and its subsidiaries in favor of the Collateral Agent (as defined in the 2025 Senior Notes Indenture) were terminated and released.

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed, on May 3, 2021, Meredith, Gray Television, Inc., a Georgia corporation (“Gray”), and Gray Hawkeye Stations, Inc., a Delaware corporation and wholly owned subsidiary of Gray (“Gray Merger Sub”), entered into an Agreement and Plan of Merger (the “Gray Merger Agreement”), as amended on June 2, 2021 and October 6, 2021, pursuant to which the parties thereto agreed to effect the acquisition of the Company by Gray through the merger of Gray Merger Sub with and into the Company (the “Gray Merger”), with the Company surviving the Gray Merger as a wholly owned subsidiary of Gray. The parties agreed to effect the Gray Merger immediately after and subject to the consummation of a distribution by the Company to its shareholders, on a one-to-one basis, of the issued and outstanding capital stock of Meredith Holdings Corporation, an Iowa corporation and newly formed wholly owned subsidiary of the Company (“Meredith Holdings”) (which holds the Company’s national media group, MNI and People TV businesses and corporate segments), with the Company’s local media group segment remaining with the Company, in accordance with the terms of the Separation and Distribution Agreement (the “Separation and Distribution Agreement”), by and among Meredith, Meredith Holdings and Gray, dated as of May 3, 2021, as amended May 18, 2021, June 3, 2021 and October 6, 2021 (collectively, the “Spin-Off”). A copy of the Gray Merger Agreement and Amendment No. 1 thereto are attached as Exhibits 2.1 and 2.2 hereto, respectively, and a copy of the Separation and Distribution Agreement and Amendment No. 2 thereto are attached as Exhibits 2.3 and 2.4 hereto, respectively, and a copy of the Amendment and Consent, by and among the Company, Meredith Holdings, Gray, Gray Merger Sub and Dotdash (as defined below), dated as of October 6, 2021, which amended the Gray Merger Agreement and the Separation and Distribution Agreement, is attached as Exhibit 2.5 hereto.

As previously disclosed, on October 6, 2021, the Company, Meredith Holdings, Dotdash Media Inc., a Delaware corporation (f/k/a About, Inc.) (“Dotdash”), and, solely for the limited purposes set forth therein, IAC/InterActiveCorp, a Delaware corporation (“IAC”), entered into an Agreement and Plan of Merger (the “Dotdash Merger Agreement”), as supplemented by a Joinder, dated October 8, 2021, by Mercury Sub Inc., an Iowa corporation (“Dotdash Merger Sub”), pursuant to which the parties thereto agreed to, subsequent to the consummation of the Spin-Off, effect the acquisition of Meredith Holdings by Dotdash through the merger of Dotdash Merger Sub with and into Meredith Holdings (the “Dotdash Merger”), with Meredith Holdings surviving the Dotdash Merger as a wholly owned subsidiary of Dotdash. A copy of the Dotdash Merger Agreement is attached as Exhibit 2.6 hereto.

The Spin-Off

In accordance with the terms of the Gray Merger Agreement, as amended, and the Separation and Distribution Agreement, as amended, on the Closing Date, the Spin-Off was consummated (such time of consummation, the “Spin-Off Effective Time”), pursuant to which the Company distributed the issued and outstanding shares of Meredith Holdings to the Company’s shareholders on a one-to-one basis.

The Gray Merger

In accordance with the terms of the Gray Merger Agreement, as amended, the Gray Merger was consummated shortly after the Spin-Off Effective Time (such time, the “Gray Merger Effective Time”), pursuant to which each share of Common Stock, par value $1.00 per share, of the Company (“Meredith Common Stock”) and Class B Common Stock, par value $1.00 per share, of the Company (“Meredith Class B Stock”, and together with the Common Stock, the “Meredith Stock”), other than shares (i) canceled in accordance with Section 2.6(a) of the Gray Merger Agreement and (ii) subject to the provisions of Section 2.8 of the Gray Merger Agreement regarding dissenting shares of Meredith Class B Stock, were automatically converted into the right to receive $16.99 in cash, without interest and subject to any required withholding of taxes (the “Gray Merger Consideration”).

At the Gray Merger Effective Time, (i) each in-the-money option (as adjusted) with respect to Meredith Common Stock outstanding and unexercised immediately prior to the Gray Merger Effective Time, whether or not then vested or exercisable, (ii) each restricted stock unit award with respect to Meredith Common Stock outstanding immediately prior to the Gray Merger Effective Time, and (iii) each share of the Company’s restricted stock and

each right of any other kind, contingent or accrued, to receive shares of Meredith Common Stock or benefits measured in whole or in part by the value of a number of shares of Meredith Common Stock granted by the Company (including stock equivalent units, phantom units, deferred stock units, stock equivalents and dividend equivalents) outstanding immediately prior to the Gray Merger Effective Time, was automatically and without any action on the part of the holder thereof cancelled, and only entitled the holder thereof to receive such holder’s portion of the Gray Merger Consideration, if any, as set forth in the Gray Merger Agreement, as amended.

The aggregate consideration paid by Gray in the Gray Merger to the Company’s shareholders was approximately $830 million.

The description of the Gray Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Gray Merger Agreement and Separation and Distribution Agreement, as well as certain amendments thereto, filed as Exhibits 2.1, 2.2, 2.3, 2.4 and 2.5 hereto, which are incorporated herein by reference.

The Dotdash Merger

In accordance with the terms of the Dotdash Merger Agreement, the Dotdash Merger was consummated shortly after the Gray Merger Effective Time (the “Dotdash Merger Effective Time”), pursuant to which each share of Common Stock, par value $1.00 per share, of Meredith Holdings (“Meredith Holdings Common Stock”) and Class B Common Stock, par value $1.00 per share, of Meredith Holdings (“Meredith Holdings Class B Stock”, and together with the Common Stock, the “Meredith Holdings Stock”), other than shares canceled in accordance with Section 2.5(a) of the Dotdash Merger Agreement, was automatically converted into the right to receive $42.18 in cash, without interest and subject to any required withholding of taxes (the “Dotdash Merger Consideration”).

At the Dotdash Merger Effective Time, (i) each in-the-money option (as adjusted) with respect to Meredith Holdings Common Stock outstanding and unexercised immediately prior to the Dotdash Merger Effective Time, whether or not then vested or exercisable, (ii) each restricted stock unit award with respect to Meredith Holdings Common Stock outstanding immediately prior to the Dotdash Merger Effective Time, and (iii) each share of Meredith Holdings’ restricted stock and each right of any other kind, contingent or accrued, to receive shares of Meredith Holdings Common Stock or benefits measured in whole or in part by the value of a number of shares of Meredith Holdings Common Stock granted by Meredith Holdings (including stock equivalent units, phantom units, deferred stock units, stock equivalents and dividend equivalents) outstanding immediately prior to the Dotdash Merger Effective Time, was automatically and without any action on the part of the holder thereof cancelled, and only entitle the holder thereof to receive such holder’s portion of the Dotdash Merger Consideration, if any, as set forth in the Dotdash Merger Agreement.

The description of the Dotdash Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Dotdash Merger Agreement, a copy of which is filed as Exhibit 2.6 hereto and incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information set forth in Item 2.01 above is incorporated herein by reference.

In connection with the closing of the Gray Merger, on December 1, 2021 the Company (i) notified The New York Stock Exchange (“NYSE”) that the Gray Merger had been consummated and (ii) requested that NYSE (x) suspend trading of the shares of Meredith Common Stock prior to market open on December 2, 2021, (y) halt trading prior to market open on December 2, 2021 and withdraw the shares of Meredith Common Stock from listing on NYSE and (z) file with the Securities and Exchange Commission (“SEC”) a Form 25 Notification of Removal from Listing and/or Registration to delist Meredith Stock from NYSE and deregister Meredith Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 15 under the Exchange Act with the SEC requesting the deregistration of its Meredith Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modifications to Rights of Security Holders

The information set forth in Item 2.01 and Item 3.01 above and Item 5.01, Item 5.02 and Item 5.03 below is incorporated herein by reference.

At the Gray Merger Effective Time, as a result of the Gray Merger, each holder of shares of Meredith Stock issued and outstanding immediately prior to the Gray Merger Effective Time ceased to have any rights as shareholders of the Company (other than the right (except in the case of shares (i) canceled in accordance with Section 2.6(a) of the Gray Merger Agreement and (ii) subject to the provisions of Section 2.8 of the Gray Merger Agreement, regarding dissenting shares of Meredith Class B Stock) to receive the Gray Merger Consideration).

Item 5.01 Changes in Control of Company

The information set forth in Item 2.01 and Item 3.01 above and Item 5.02 below is incorporated herein by reference.

As a result of the consummation of the Gray Merger, a change in control of the Company occurred. Following the consummation of the Gray Merger, the Company became a wholly owned subsidiary of Gray.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 2.01 above is incorporated herein by reference.

In connection with the consummation of the Gray Merger, as of the Gray Merger Effective Time, each of Donald A. Baer, Donald C. Berg, Gregory G. Coleman, D. Mell Meredith Frazier, Thomas H. Harty, Beth J. Kaplan, Paula A. Kerger, Christopher Roberts III, and Elizabeth E. Tallett resigned from the Company’s board of directors and each committee thereof. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

Also, as of the Gray Merger Effective Time and pursuant to the terms of the Gray Merger Agreement, as amended, (i) the directors of Gray Merger Sub immediately prior to the Gray Merger Effective Time, Hilton H. Howell, Jr., D. Patrick LaPlatney and Kevin P. Latek, became the directors of the Company, and (ii) the following individuals, who were officers of Gray Merger Sub immediately prior to the Gray Merger Effective Time, were appointed to the offices of the Company set forth opposite their names below:

Kevin P. Latek - President

James C. Ryan - Treasurer

Ellenann Yelverton - Secretary

Robin Collins - Vice President, Tax

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.01 above is incorporated herein by reference.

At the Gray Merger Effective Time, the Company’s articles of incorporation and bylaws were amended and restated in their entirety. Copies of the Company’s amended and restated articles of incorporation and the Company’s amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 30, 2021, the Company held a special meeting of shareholders (the “Special Meeting”) to (i) vote upon a proposal to adopt the Gray Merger Agreement, as amended (“Gray Merger Proposal”), (ii) to consider and vote, on an advisory basis, upon a proposal to approve the compensation that Company’s named executive officers may receive in connection with the Gray Merger contemplated by the Gray Merger Agreement, as amended (“Advisory Compensation Proposal”) and (iii) to vote to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the Gray Merger Agreement, as amended (“Adjournment Proposal”). As there were sufficient affirmative shareholder votes at the time of the Special Meeting to approve the Gray Merger Proposal, the Adjournment Proposal was rendered moot.

The Gray Merger Proposal received the following votes:

Class of Securities	Votes For	Votes Against	Abstain
Common Stock	30,704,987.619	23,726.549	58,635.781
Class B Stock	49,476,360.000	33,840.000	8,760.000
Total	80,181,347.619	57,566.549	67,395.781

Based on the votes set forth above, the shareholders approved the Gray Merger Proposal.

The Advisory Compensation Proposal received the following votes:

Class of Securities	Votes For	Votes Against	Abstain
Common Stock	9,761,348.381	20,730,444.008	295,557.560
Class B Stock	49,459,810.000	50,390.000	8,760.000
Total	59,221,158.381	20,780,834.008	304,317.560

Based on the votes set forth above, the shareholders approved the Advisory Compensation Proposal.

Item 7.01 Regulation FD Disclosure.

On November 30, 2021, the Company issued a press release announcing that the Gray Merger Proposal was approved by its shareholders. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the SEC made by the Company, regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

On December 1, 2021, in consideration of the closing of the Gray Merger and as contemplated by the Company’s definitive proxy statement dated October 27, 2021 with respect to the Company’s 2021 Annual Meeting of Shareholders (the “Annual Meeting”), the board of directors of the Company canceled the Annual Meeting, previously scheduled for December 29, 2021.

Item 9.01 Financial Statements and Exhibits

    (d)     Exhibits

2.1	Agreement and Plan of Merger, dated as of May 3, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc. and Meredith Corporation, incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on May 3, 2021 (File No. 001-05128).
2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 2, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc. and Meredith Corporation, incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on June 3, 2021 (File No. 001-05128).
2.3	Separation and Distribution Agreement, dated as of May 3, 2021, by and among Meredith Holdings Corporation, Meredith Corporation and Gray Television, Inc, incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on May 3, 2021 (File No. 001-05128).
2.4	Amendment No. 2 to the Separation and Distribution Agreement, dated as of June 2, 2021, by and among Meredith Holdings Corporation, Meredith Corporation and Gray Television, Inc. (which supersedes the Amendment No. 1 to the Separation and Distribution Agreement), incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on June 3, 2021 (File No. 001-05128).
2.5	Amendment and Consent, dated as of October 6, 2021, by and among Meredith Corporation, Meredith Holdings Corporation, Gray Television, Inc., Gray Hawkeye Stations, Inc. and About, Inc. (now known as Dotdash Media Inc.), incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on October 6, 2021 (File No. 001-05128).
2.6	Agreement and Plan of Merger, dated as of October 6, 2021, among Meredith Corporation, Meredith Holdings Corporation, About, Inc. (now known as Dotdash Media Inc.) and, for certain limited purposes set forth therein, IAC/InterActiveCorp, incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on October 6, 2021 (File No. 001-05128).
3.1	Amended and Restated Articles of Incorporation of Meredith Corporation.
3.2	Amended and Restated Bylaws of Meredith Corporation.
99.1	Press Release issued November 30, 2021 by Meredith Corporation Relating to Special Meeting Results.**
104	Cover Page Interactive Data File (formatted as Inline XBRL)

** Furnished pursuant to Item 7.01 of Form 8-K.

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.

Hawkeye Acquisition, Inc. f/k/a Meredith Corporation
By:	/s/ James C. Ryan
Name:	James C. Ryan
Title:	Treasurer

Date: December 1, 2021

EX-3.1

Exhibit 3.1

CERTIFICATE OF ARTICLES OF RESTATEMENT

OF

MEREDITH CORPORATION

The undersigned, Meredith Corporation, an Iowa corporation, pursuant to Section 490.1007 of the Iowa Business Corporation Act, certifies to the Iowa Secretary of State as follows:

1. The name of the corporation is Meredith Corporation.

2. The articles of incorporation of Meredith Corporation, as amended, were amended by repealing the existing articles of incorporation, as amended, in their entirety and by adopting and substituting in lieu thereof the restated articles of incorporation as set forth in the Articles of Restatement of Meredith Corporation dated the same date as this Certificate and filed together with this Certificate.

3. The restated articles of incorporation as set forth in the Articles of Restatement consolidate all prior amendments to the articles of incorporation of Meredith Corporation into the Articles of Restatement.

4. The restated articles of incorporation as set forth in the Articles of Restatement also contained new amendments that required approval by the shareholders. The Articles of Restatement, and thereby such new amendments, were duly approved by the shareholders in the manner required by the Iowa Business Corporation Act and by the articles of incorporation of Meredith Corporation.

Dated: December 1, 2021.

Meredith Corporation
By:	/s/ Kevin P. Latek
	Kevin P. Latek, President

ARTICLES OF RESTATEMENT

OF

MEREDITH CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to the provisions of Section 1007 of the Iowa Business Corporation Act (the “Act”), the undersigned corporation hereby adopts the following Restated Articles of Incorporation:

ARTICLE I

NAME

The name of the corporation is Hawkeye Acquisition, Inc. (the “Corporation”).

ARTICLE II

DURATION

The Corporation shall have perpetual duration.

ARTICLE III POWERS

The Corporation shall have unlimited power to engage in and to do any lawful act concerning any and all lawful business for which corporations may be organized under the Act.

ARTICLE IV

CAPITAL STOCK

The number of shares of stock that the Corporation is authorized to issue is 100 shares of common stock, par value $0.01.

ARTICLE V

REGISTERED OFFICE AND AGENT

The street address of the Corporation’s registered office in Iowa is C T Corporation System, 400 East Court Avenue, Des Moines, Iowa 50309. The name of the Corporation’s registered agent at its registered office is C T Corporation System.

ARTICLE VI

BOARD OF DIRECTORS

Except as otherwise provided by law, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by or under the direction of, the Board of Directors. The number of directors and the procedures for electing directors shall be as specified in or fixed in accordance with the Corporation’s by-laws, provided that the number of directors shall be not less than one nor more than eight.

ARTICLE VII

LIABILITY OF DIRECTORS

A director of this Corporation shall not be liable to the Corporation or its stockholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the Corporation or the stockholders; (3) a violation of section 490.833 of the Act; and (4) an intentional violation of criminal law. No amendments to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of said director occurring prior to such amendment or repeal. If Iowa law is hereafter changed to permit further elimination or limitation of the liability of directors for monetary damages to the Corporation or its stockholders, then the liability of a director of this Corporation shall be automatically eliminated or limited to the full extent then permitted without further action of the Corporation or its Board of Directors. The directors of this Corporation have agreed to serve and assume the duties of directors in reliance upon the provisions of this Article.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS

Each individual who is or was a director of the Corporation (and the heirs, executors, personal representatives of administrators of such individual) who was or is made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise (“Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended. An Indemnitee shall be indemnified by the Corporation for any action taken, or failure to take any action, as a director, except liability for (1) receipt of a financial benefit to which the person is not entitled; (2) an intentional infliction of harm on the Corporation or the stockholders; (3) a violation of section 490.833 of the Code of Iowa; and (4) an intentional violation of criminal law. In addition to the indemnification conferred in this Article, the Indemnitee shall also be entitled to have paid directly by the Corporation the expenses reasonably incurred in defending any such proceeding against such Indemnitee in advance of its final disposition, to the fullest extent authorized by applicable law, as the same exists or may hereafter be amended. This Article shall prevail over any inconsistent by-law or resolution adopted by the Corporation.

ARTICLE IX

RIGHTS AND RESTRICTIONS

The stockholders of the Corporation shall not have preemptive rights, but the Corporation and the stockholders may establish other or comparable rights by written agreement. The Corporation and the stockholders may enter into one or more agreements restricting the transfer of shares of the Corporation, and such agreements shall be binding upon the Corporation, the stockholders and all subsequent stockholders of the Corporation.

CERTIFICATE OF ADOPTION

The duly adopted Restated Articles of Incorporation set forth above supersede the original articles of incorporation and all amendments thereto and consolidate the original articles of incorporation and all amendments thereto into a single document. The Restated Articles of Incorporation amend the articles of incorporation, requiring stockholder approval. The Restated Articles of Incorporation were duly approved by the stockholders in the manner required by the Act and by the articles of incorporation.

IN WITNESS WHEREOF, I have set my hand hereto this 1^st day of December, 2021

By:	/s/ Kevin P. Latek
Name:	Kevin P. Latek
	Title: President

EX-3.2

Exhibit 3.2

HAWKEYE ACQUISITION, INC.

(an Iowa corporation)

BY-LAWS

Amended and Restated as of : December 1, 2021

ARTICLE I

OFFICES

Section 1. The registered agent and registered office of the corporation shall be as provided in the Amended and Restated Articles of Incorporation, or such other place as the Board may determine.

Section 2. The corporation may also have offices at such other places both within and without the state of incorporation as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the Board of Directors. Meetings of stockholders for any other purpose may be held at such time and place, within or without the state of incorporation, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held on such date and at such times as may be fixed by the Board for the purpose of electing a Board of Directors and for the transaction of other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting shall be given to each stockholder entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, during ordinary business hours, for a period of at least ten days prior to the election, either at a place within the city, town or village where the election is to be held and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting of stockholders, stating the time, place and object thereof, shall be given to each stockholder entitled to vote thereat, not less than ten nor more than sixty days before the date fixed for the meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 9. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the stock having voting power thereon, present in person or represented by a proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the articles of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Except as otherwise provided in the articles of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after eleven months from its date, unless the proxy provides for a longer period.

Section 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the articles of incorporation, the notice of meeting, the meeting and vote of stockholders may be dispensed with if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall sign a consent in writing setting forth the action so taken. Prompt notice of such action by written consent shall be given to those stockholders who have not consented in writing to such corporate action.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be determined from time to time by resolution of the Board of Directors, provided that such number shall not be less than one nor more than eight. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Directors shall be elected by a plurality of the votes cast.

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Section 2. Except as otherwise provided in the articles of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.

Section 3. The business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. No provision of the by-laws shall divest the Board of Directors of its rights and obligations under the Iowa Business Corporation Act to manage the affairs of the corporation.

Section 4. An officer or director of this corporation shall not be disqualified by his office from dealing or contracting with this corporation either as a vendor, purchaser, or otherwise, nor shall any transaction or contract of this corporation be void or voidable by reason of the fact that any officer or director or any firm of which any officer or director is a member or any corporation of which any officer or director is a shareholder, officer or director, is in any way interested in such transaction or contract, provided that, after such interest shall have been disclosed, such transaction or contract is or shall be authorized, ratified or approved by a vote of a majority of a quorum of the Board of Directors without counting in such majority or quorum any director so interested or any director who is a member of a firm so interested or a shareholder, officer or director of a corporation so interested; nor shall any officer or director be liable to account to this corporation for any profits realized by or from or through any such transaction or contract of this corporation authorized, ratified or approved as aforesaid by reason of the fact that he, or any firm of which he is a member or any corporation of which he is a shareholder, officer or director was interested in such transaction or contract. Nothing herein contained shall create liability in the events above described or prevent the authorization, ratification or approval of such contracts in any other manner provided by the Iowa Business Corporation Act.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the state of incorporation.

Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 3. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

Section 4. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called at the request of three directors (or all directors in the event the Board is comprised of fewer than three directors). The Secretary shall give notice of any special meeting by mailing the same at least three days, or by telegraphing, telexing, telecopying, telephoning or personally delivering the same at least one day, before the meeting to each director; but such notice may be waived by any director. When notice is given to a director by telephone, it shall be effective in accordance with Article IV, Section 1 of these by-laws.

Section 5. The number of directors that shall constitute a quorum shall be not less than one-third of the whole Board of Directors nor less than two directors (or one director in the event that the Board is comprised of one director) and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the articles of incorporation; provided, however, that when the whole Board is comprised of only one director, then one director shall constitute a quorum and the vote of such director shall constitute the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Unless otherwise restricted by the articles of incorporation or these by- laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

Section 7. Unless otherwise restricted by the articles of incorporation or by these by- laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 8. Any consent, vote, or approval of a director may be executed and delivered by electronic means. Without limiting the generality of the foregoing, a PDF counterpart, or multiple PDF counterparts, shall be valid and enforceable, and it shall not be necessary for any director to deliver an original signature or for all signatures to be on the same counterpart. Any counterpart signature page may be attached to the body of an instrument to form a complete and integrated whole.

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ARTICLE V

COMMITTEES OF DIRECTORS

Section 1. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE VI

COMPENSATION OF DIRECTORS

Section 1. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE VII

NOTICES

Section 1. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by email or telephone; provided, that when telephone notice is given, such notice shall be effective only if confirmed substantially concurrently with one other method of giving notice.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the articles of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE VIII

OFFICERS

Section 1. The corporate officers of the corporation may consist of a Chairman of the Board, and may include a Vice Chairman of the Board (both the Chairman and the Vice Chairman shall be chosen from the Board of Directors), a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, one or more Assistant Chief Financial Officers, a Controller, and such other officers as the Board of Directors may from time to time appoint (none of whom need be a member of the Board). In so far as permitted by law, any two offices may be held by the same person. The foregoing officers shall be elected by the Board of Directors at the first meeting after the stockholders’ annual meeting in each year.

Notwithstanding any of the provisions of this Article V, the holders of a majority of the outstanding shares of capital stock of the corporation entitled to vote for the election of directors may (i) by written consent at any time or (ii) by vote at any special or annual meeting of stockholders, elect, replace, remove (or consent to such election, replacement or removal of) any one or more officers of the corporation.

Section 2. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 3. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 4. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

ARTICLE IX

CHAIRMAN OF THE BOARD

Section 1. The Chairman of the Board may be elected by the Board of Directors at the first meeting after the annual meeting of stockholders in each year. The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors, shall be ex- officio a member of all standing committees, and shall perform such other duties as may from time to time be requested of him by the Board of Directors.

ARTICLE X

VICE CHAIRMAN OF THE BOARD

Section 5a. The Vice Chairman of the Board shall preside at meetings of the Board of Directors in the absence of the Chairman of the Board and shall perform such other duties as may from time to time be requested of him by the Board of Directors.

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ARTICLE XI

THE PRESIDENT

Section 1. The President shall have the powers and perform the duties usually incidental to the office of the President. The President shall have the general and actual management of the business of the corporation under the Chairman of the Board and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 2. The President may execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

ARTICLE XII

THE VICE PRESIDENTS

Section 1. The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE XIII

THE SECRETARY AND ASSISTANT SECRETARIES

Section 1. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by, and under the supervision of, the Board of Directors or President. The Secretary shall keep in safe custody the seal of the corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of an Assistant Secretary.

Section 2. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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ARTICLE XIV

THE CHIEF FINANCIAL OFFICER AND ASSISTANT CHIEF FINANCIAL OFFICERS

Section 1. The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation in such depositories as may be designated by the Board of Directors.

Section 2. The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the corporation.

Section 3. If required by the Board of Directors, the Chief Financial Officer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 4. The Assistant Chief Financial Officer, or if there shall be more than one, the Assistant Chief Financial Officers, in the order determined by the Board of Directors, shall, in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE XV

THE CONTROLLER

Section 1. The Controller following his appointment shall maintain adequate records of all assets, liabilities, and transactions of the corporation and see that audits thereof are currently and regularly made, and shall perform such other duties as may be required by the Board of Directors, the President or designated Vice President.

ARTICLE XVI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Each person who is or was a director or officer of the corporation, or who serves or may have served at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person) and who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, including appeals, shall be indemnified by the

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corporation as a matter of right to the full extent permitted or authorized by the Iowa Business Corporation Act, as it may from time to time be amended, against any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in his capacity as a director or officer, or arising out of his status as a director or officer. Each person who is or was an employee or agent of the corporation, or who serves or may have served at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person) may, at the discretion of the Board, be indemnified by the corporation to the same extent as provided herein with respect to directors and officers of the corporation.

The corporation may, but shall not be obligated to, maintain insurance at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation, or is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such. The corporation may, but shall not be obligated to, pay expenses incurred in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding.

The indemnification provided by this Section 16 shall not be exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law or under the articles of incorporation, any agreement, vote of stockholders or disinterested directors or otherwise.

ARTICLE XVII

CERTIFICATES OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled upon request to have a certificate, signed by, or in the name of the corporation by, the President or a Vice President and the Chief Financial Officer or an Assistant Chief Financial Officer, or the Secretary or an Assistant Secretary, of the corporation, certifying the number of shares owned by such holder in the corporation.

Section 2. Where a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Chief Financial Officer, Assistant Chief Financial Officer, Secretary or Assistant Secretary may be made by facsimile or other electronic transmission. In case any officer or officers who have signed, or whose facsimile or electronic signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile or electronic signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

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ARTICLE XVIII

LOST CERTIFICATES

Section 1. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE XIX

TRANSFERS OF STOCK

Section 1. Subject to any applicable transfer restriction conspicuously noted thereon, upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to cancel the old certificate and record the transaction upon its books.

ARTICLE XX

FIXING THE DATE FOR DETERMINATION OF

STOCKHOLDERS OF RECORD

Section 1. The Board of Directors may fix in advance a date, not more than sixty nor less than ten days preceding the date of any meeting of stockholders, nor more than sixty days prior to the date of any other action, such as the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

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ARTICLE XXI

REGISTERED STOCKHOLDERS

Section 1. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the state of incorporation.

ARTICLE XXII

GENERAL PROVISIONS DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock subject to the provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE XXIII

ANNUAL STATEMENT

Section 1. The Board of Directors shall present at each annual meeting, and at any special meeting of stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE XXIV

CHECKS

Section 1. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

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ARTICLE XXV

FISCAL YEAR

Section 1. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XXVI

SEAL

Section 1. The corporation shall have a corporate seal only if the Board of Directors or the President so determines. If the corporation has a corporate seal, the corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal” and the state of incorporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. If the corporation does not have a corporate seal, no agreement, instrument or other document executed on behalf of the corporation that would otherwise be valid and binding on the corporation will be invalid or nonbinding on the corporation solely because no seal is affixed to it.

ARTICLE XXVII

AMENDMENTS

Section 1. These by-laws may be altered or repealed at any meeting of the stockholders or of the Board of Directors if notice of such alteration or repeal be contained in the notice of such meeting. No change of the time or place of the meeting for the election of directors shall be made within sixty days next before the day on which such meeting is to be held, and in case of any change of such time or place, notice thereof shall be given to each stockholder in person or by letter mailed to his last known post office address at least twenty days before the meeting is held.

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EX-99.1

Exhibit 99.1

MEREDITH CORPORATION SHAREHOLDERS APPROVE SALE TO GRAY TELEVISION

DES MOINES, IA (November 30, 2021) – Meredith Corporation (NYSE: MDP) announced its pending $2.825 billion acquisition by Gray Television Inc. received shareholder approval at a special shareholder meeting held earlier today. Meredith expects to file a Form 8-K tomorrow disclosing the full voting results of the special meeting.

Immediately prior to the Gray acquisition close, Meredith will spin its digital, magazine, MNI, PEOPLE TV, and corporate operations out to its shareholders as a new company, Meredith Holdings Corp., that IAC’s Dotdash has agreed to acquire for $2.7 billion.

Both transactions are expected to close on December 1, 2021, each subject to the satisfaction of the other terms and conditions of the applicable merger agreement and the completion of the spin-off of Meredith Holdings Corp.

# # #

Cautionary Statement Regarding Forward-Looking Statements

This release contains certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These statements are based on management’s current knowledge and estimates of factors affecting Meredith Corporation (“Meredith” or the “Company”) and its operations. Statements in this release that are forward-looking include, but are not limited to, statements related to the proposed mergers, distribution and spin-off, the anticipated timing of the transactions, anticipated purchase price for each transaction and expected 8-K filing for voting results. Forward-looking statements can be identified by words such as may, should, expects, provides, anticipates, assumes, can, will, meets, could, likely, intends, might, predicts, seeks, would, believes, estimates, plans, continues, guidance, or outlook, or variations of these words or similar expressions.

Actual results may differ materially from those currently anticipated. Factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: market conditions; the impact of the COVID-19 pandemic; the parties’ ability to consummate the proposed mergers and spin-off; the conditions to the completion of the transactions; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions; potential inability to retain key employees; the ability to obtain financing on the expected terms; changes in interest rates; the consequences of acquisitions and/or dispositions; and Meredith’s ability to comply with the terms of its debt financing; and market conditions. Additional information concerning these and other risk factors can be found in Meredith, Gray Television Inc.’s (“Gray”) and IAC/InterActiveCorp’s (“IAC”), parent company of Dotdash Media Inc. (f/k/a About, Inc.) (“Dotdash”), filings with the SEC, which are available on the SEC’s website at www.sec.gov. Such risk factors may be amplified by the COVID-19 pandemic and its potential impact on the Company’s business and the global economy. Meredith, Meredith Holdings Corporation, Gray, and IAC assume no obligation to update or revise publicly the information in this communication, whether as a result of new information, future events or otherwise, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

###

Shareholder/financial analyst contact:

Mike Lovell

Corporate Communications Executive Director

Phone: (515) 284-3622

E-mail: Mike.Lovell@meredith.com

Media contact:

Erica Jensen

Chief Communications Officer

Phone: (515) 284-3404

E-mail: Erica.Jensen@meredith.com

XML

Document and Entity Information	Nov. 30, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 30, 2021
Entity Registrant Name	Hawkeye Acquisition, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-05128
Entity Tax Identification Number	42-0410230
Entity Address, Address Line One	1716 Locust Street
Entity Address, City or Town	Des Moines
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50309-3023
City Area Code	515
Local Phone Number	284-3000
Entity Information, Former Legal or Registered Name	Meredith Corporation
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1
Trading Symbol	MDP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Current Fiscal Year End Date	--06-30
Entity Central Index Key	0000065011
Amendment Flag	false