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): February 23, 2022

 

Viad Corp

(Exact name of registrant as specified in its charter)

Delaware	001-11015	36-1169950
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7000 East 1st Avenue Scottsdale, Arizona		85251-4304
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (602) 207-1000

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐	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(s)	Name of each exchange on which registered
Common Stock, $1.50 Par Value	VVI	New York Stock Exchange
Preferred Stock Purchase Rights	__	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 23, 2022, the Board of Directors of Viad Corp appointed Derek P. Linde as Chief Operating Officer, General Counsel & Corporate Secretary of Viad, effective as of March 1, 2022. In this expanded role, Mr. Linde will be integrally involved in accelerating Viad’s enterprise-level strategy to deliver significant and sustainable EBITDA growth, and collaborating across the organization to drive progress on major initiatives that support the strategy.

Mr. Linde, 46, joined Viad as General Counsel and Corporate Secretary in April 2018, overseeing our global legal, governance and risk management functions. Since that time, his role has expanded to include a variety of other enterprise support functions, including executive compensation, employee benefits and real estate. Prior to joining Viad, Mr. Linde served as Deputy General Counsel & Assistant Secretary at Illinois Tool Works Inc., a diversified manufacturer of specialized industrial equipment, from 2014 to 2018. He holds a J.D. from the Vanderbilt University School of Law and a B.A. from the University of Missouri-Columbia.

Mr. Linde has no family relationships with any director, executive officer, or other person the Company has nominated or chosen to become a director or executive officer. There are no arrangements or understandings between Mr. Linde and any other person pursuant to which the Board appointed Mr. Linde as an executive officer. Additionally, there are no transactions involving Mr. Linde that would require disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment as Chief Operating Officer, Mr. Linde’s base salary will increase to $500,000 effective as of March 1, 2022, and will otherwise continue to participate in the Company’s short-term and long-term incentive plans. The Company’s compensation, incentive plans, incentive plan agreements, and benefit plans, as well as Mr. Linde’s employment agreement, are more fully described in the “Compensation Discussion and Analysis” section of the Company’s Proxy Statement for its 2021 Annual Meeting of Shareholders filed with the SEC on March 29, 2021, and are included as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing Mr. Linde’s promotion is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press Release dated March 1, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

	Viad Corp
	(Registrant)
Date: March 1, 2022	By	/s/ Ellen M. Ingersoll
	Name:	Ellen M. Ingersoll
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

DEREK P. LINDE PROMOTED TO CHIEF OPERATING OFFICER,

GENERAL COUNSEL & CORPORATE SECRETARY OF VIAD CORP

SCOTTSDALE, March 1, 2022 - Viad Corp (NYSE:VVI), a leading global provider of extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events, today announced the promotion of Derek P. Linde to the expanded role of Chief Operating Officer, General Counsel & Corporate Secretary of Viad effective March 1, 2022. In this expanded role, Mr. Linde will be integrally involved in accelerating Viad’s enterprise-level strategy to deliver significant and sustainable EBITDA growth, and collaborating across the organization to drive progress on major initiatives that support the strategy.

Mr. Linde joined Viad as General Counsel and Corporate Secretary in April 2018, overseeing our global legal, governance and risk management functions. Since that time, his role has grown to include a variety of other enterprise support functions, including executive compensation, employee benefits and real estate.

Steve Moster, president and chief executive officer of Viad, said, “This promotion recognizes Derek’s many contributions as a valued leader within our organization and our commitment to accelerating growth. Derek has taken on increasing spans of responsibility since joining Viad four years ago and is a trusted thought leader committed to advancing our strategic direction. In his expanded role, Derek will partner closely with me to drive enterprise-level strategy and will collaborate closely with other leaders across our enterprise to support and shape important initiatives that will deliver significant and sustainable growth and above-market returns for our shareholders.”

Prior to joining Viad, Mr. Linde served as Deputy General Counsel & Assistant Secretary at Illinois Tool Works Inc., a diversified manufacturer of specialized industrial equipment, from 2014 to 2018. He holds a J.D. from the Vanderbilt University School of Law and a B.A. from the University of Missouri-Columbia.

About Viad

Viad (NYSE: VVI) is a leading global provider of extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events through two businesses: Pursuit and GES. Pursuit is a collection of inspiring and unforgettable travel experiences in Alaska, Montana,

the Canadian Rockies, Vancouver, Reykjavik, and Las Vegas, as well as new experiences planned in Chicago and Toronto. Pursuit’s collection includes attractions, lodges and hotels, and sightseeing tours that connect guests with iconic places. GES is a global, full-service live events company offering a comprehensive range of services to the world's leading brands and event organizers. Our business strategy focuses on delivering extraordinary experiences for our teams, clients and guests, and significant and sustainable growth and above-market returns for our shareholders. Viad is an S&P SmallCap 600 company. For more information, visit www.viad.com.

Contacts:

Carrie Long or Michelle Porhola

Investor Relations

(602) 207-2681

ir@viad.com

Forward-Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements.

Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:

•the impact of the COVID-19 pandemic on our financial condition, liquidity, and cash flow;

•our ability to anticipate and adjust for the impact of the COVID-19 pandemic on our businesses;

•general economic uncertainty in key global markets and a worsening of global economic conditions;

•travel industry disruptions;

•seasonality of our businesses;

•unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;

•our exposure to labor shortages, turnover, and labor cost increases;

•the importance of key members of our account teams to our business relationships;

•the competitive nature of the industries in which we operate;

•our dependence on large exhibition event clients;

•adverse effects of show rotation on our periodic results and operating margins;

•transportation disruptions and increases in transportation costs;

•natural disasters, weather conditions, accidents, and other catastrophic events;

•our exposure to labor cost increases and work stoppages related to unionized employees;

•our multi-employer pension plan funding obligations;

•our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;

•our exposure to cybersecurity attacks and threats;

•our exposure to currency exchange rate fluctuations;

•liabilities relating to prior and discontinued operations; and

•compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data.

For a more complete discussion of the risks and uncertainties that may affect our business or financial results, please see Item 1A, “Risk Factors,” of our most recent annual report on Form 10-K filed with the SEC. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release except as required by applicable law or regulation.

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Document and Entity Information	Feb. 23, 2022
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Document Type	8-K
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Document Period End Date	Feb. 23, 2022
Entity Registrant Name	Viad Corp
Entity Incorporation, State or Country Code	DE
Entity File Number	001-11015
Entity Tax Identification Number	36-1169950
Entity Address, Address Line One	7000 East 1st Avenue
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85251-4304
City Area Code	602
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Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $1.50 Par Value
Trading Symbol	VVI
Security Exchange Name	NYSE
Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Trading Symbol	__
Security Exchange Name	NYSE