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 21, 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
The Viad Corp (the “Company”) board of directors (the “Board”) elected Beverly K. Carmichael to the Board and its Human Resources Committee, effective as of February 21, 2022. Ms. Carmichael will serve as a Class III director for a term expiring at the 2022 annual meeting of stockholders of the Company. The election of Ms. Carmichael expands the size of the Board to nine directors.
Ms. Carmichael is entitled to compensation for service on our Board and its Human Resources Committee in accordance with our director compensation policy.
There are no arrangements or understandings between Ms. Carmichael and any other persons pursuant to which she was elected as a director of the Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Ms. Carmichael and the Company that would be required to be reported.
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing the election of Ms. Carmichael 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 February 22, 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: February 22, 2022	 	By	/s/ Derek P. Linde	
 	 	Name:	Derek P. Linde	
 	 	Title:	General Counsel and Corporate Secretary	

 

 
Exhibit 99.1
BEVERLY K. CARMICHAEL JOINS VIAD CORP BOARD OF DIRECTORS
 
SCOTTSDALE, February 22, 2022 - Viad Corp (NYSE:VVI) today announced the appointment of Beverly K. Carmichael as an independent director of its Board of Directors, effective February 21, 2022. She has also been appointed to serve as a member of the Board’s Human Resources Committee.
Ms. Carmichael has more than 30 years of experience in Board and C-suite roles across a diverse portfolio of organizations that includes restaurant, retail, airlines, entertainment, and technology/e-commerce. She is a champion of people and culture, including service as the top HR executive at iconic brands including Red Robin, Cracker Barrel Old Country Store, Ticketmaster, and Southwest Airlines.
Ms. Carmichael’s experience also includes service on the Board of Directors at Leaf Group (NYSE: LEAF) until its recent acquisition by Graham Holdings Company (NYSE: GHC), and current service on the Board of Directors of Cotton Patch Cafe, a Texas-based restaurant chain, and the Board of Advisors of Mogul Hospitality, a venture-backed technology company that identifies diverse star performers in the hospitality sector.
Richard H. Dozer, chairman of Viad, said, “We are thrilled to welcome Beverly to the Viad Board of Directors. She is an accomplished business leader, thought partner and trusted advisor regarding strategy, risk analysis, and “all things people”. She brings deep experience across various service industry sectors, with a strong focus on people and culture and its critical role creating loyal customers and profitability. We are confident that Beverly will be an invaluable addition to our Board as Viad continues to execute on its growth strategy.”
Ms. Carmichael holds a Bachelor of Business Administration and a Juris Doctor from the University of Oklahoma. She also serves on the Board of Directors of the Oklahoma Policy Institute, a non-partisan think-tank whose mission is to advance fiscally responsible policies that expand opportunity to all Oklahomans.

 

About Viad
Viad (NYSE: VVI) is a leading provider of experiential leisure travel and live events and marketing experiences that generates revenue and shareholder value 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 a new experience planned in 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 providing superior experiential services to our customers and sustainable returns on invested capital to 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;•our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;•our dependence on large exhibition event clients;•the importance of key members of our account teams to our business relationships;•the competitive nature of the industries in which we operate;•unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;•seasonality of our businesses;

 
•transportation disruptions and increases in transportation costs;•natural disasters, weather conditions, and other catastrophic events;•our multi-employer pension plan funding obligations;•our exposure to labor cost increases and work stoppages related to unionized employees;•liabilities relating to prior and discontinued operations;•adverse effects of show rotation on our periodic results and operating margins;•our exposure to currency exchange rate fluctuations;•our exposure to cybersecurity attacks and threats;•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; and•changes affecting the London Inter-bank Offered Rate.
 
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 and our most recent quarterly report on Form 10-Q 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.