MEREDITH CORP

FORM 8-K (Unscheduled Material Events)

Filed 2/10/2005 For Period Ending 2/7/2005

Address 1716 LOCUST ST DES MOINES, Iowa 50309 Telephone 515-284-3000 CIK 0000065011 Industry Printing & Publishing Sector Services Fiscal Year 06/30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2005 Commission file number: 1-5128

MEREDITH CORPORATION (Exact name of registrant as specified in its charter)

IOWA 42-0410230 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization)

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

Item 1.01 Entry into a Material Definitive Agreement

On February 7, 2005, Meredith Corporation (NYSE: MDP) announced that Paul Karpowicz has been named President of the Meredith Broadcasting Group, effective February 14. Karpowicz, who has 30 years of broadcasting experience, is currently Vice President Television and Director for LIN Television Corporation, where he oversees LIN's 23 properties in 14 markets. Meredith Corporation and Karpowicz have entered into an employment agreement, which is filed as an exhibit to this Form 8-K. The agreement provides for a base salary of $550,000 per annum through fiscal 2006; participation in the Management Incentive Plan (with a minimum bonus of $250,000, a target bonus of 60% of base salary, and a maximum bonus of 150% of base salary, for each of fiscal 2005 and 2006); the grant of 40,000 non - qualified stock options; and the grant of 10,000 restricted shares of Meredith Corporation common stock.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99 Press release dated February 7, 2005 announcing that Paul A. Karpowicz has been appointed as President of the Meredith Broadcasting Group, effective February 14, 2005.

99.1 Letter employment agreement between Meredith Corporation and Paul Karpowicz

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MEREDITH CORPORATION Registrant

/s/ Steven M. Cappaert

Steven M. Cappaert Corporate Controller

Date: February 10, 2005

Exhibit 99

Meredith Corporation

NEWS RELEASE 1716 LOCUST STREET, DES MOINES, IOWA 50309-3023 125 PARK AVENUE , NEW YORK, NY 10017-5529

Art Slusark; (515) 284-3404; (515) 360-2867; [email protected] Patrick Taylor ; (212) 551-6984; (917) 318-5456; [email protected]

Paul Karpowicz Named President of Meredith Broadcasting

DES MOINES, Iowa, Feb. 7 /PRNewswire-FirstCall/ -- Meredith Corporation (NYSE: MDP) announced today that Paul Karpowicz has been named President of the Meredith Broadcasting Group, effective February 14. Karpowicz, who has 30 years of broadcasting experience, is currently Vice President Television and Director for LIN Television Corporation, where he oversees LIN's 23 properties in 14 markets.

"Paul is one of the most experienced and respected broadcasting executives in the country and we are extremely pleased to have him lead our growing broadcasting operations," said Meredith Chairman and CEO William T. Kerr.

Karpowicz, 51, began his career with LIN in 1976 at WIL Radio in St. Louis. In 1979, he moved to then Pulitzer-owned WLNE-TV in Providence, RI, eventually becoming Vice President and General Manager. He returned to LIN in 1989 and spent five years as President and General Manager at WISH-TV in Indianapolis. He moved into his current position running LIN's television operations in 1994.

"I've enjoyed my years at LIN and the opportunity to work with so many great people. I'm very proud of everything we've accomplished over the years," Karpowicz said. "The Meredith Broadcasting Group has a great lineup of stations in excellent markets, and I look forward to the opportunity to establish Meredith as one of the premiere broadcast groups in the industry."

During his tenure at LIN, Karpowicz has presided over significant growth in its broadcasting business. Between 1994 and 2004, LIN's station group nearly doubled in size, from 12 to 23. Additionally, the company obtained interests in six other stations through joint ventures and joint sales agreements. Local news hours and ratings increased significantly, and total broadcasting revenues grew more than 70 percent between 1998 and 2004. The company also established a strong presence in Puerto Rico, launching a satellite and cable channel and forming a joint venture there with MTV.

"Paul has the experience and qualities required to take Meredith Broadcasting to the next level," said Meredith President and COO Stephen M. Lacy, to whom Karpowicz will report. "He's run a leading station group with network affiliates in major markets. He has an extensive background in news, programming, sales initiatives, and broadcasting transactions. Paul has outstanding industry connections and is recognized for his integrity and leadership abilities."

Currently, Karpowicz serves on the Television Bureau of Advertising Board and the Associated Press Television Advisory Board. He is a former Chairman of both the CBS Affiliates Board and the Television Board of the National Association of Broadcasters. He has also served on the executive committees of the Rhode Island and Indiana Broadcasters Associations. Karpowicz is a 1975 graduate of the University of Notre Dame with a Bachelor's degree in Business Administration. He and his wife, Lisa, have two grown children.

About Meredith Corporation

Meredith Corporation ( http://www.meredith.com ) is one of the nation's leading media and marketing companies with core competencies in magazine and book publishing, television broadcasting, integrated marketing and interactive media. Meredith owns 13 television stations that reach more than 9 percent of television households across the country: WGCL-TV (CBS), Atlanta, GA; KPHO-TV (CBS), Phoenix, AZ; KPTV (FOX) and KPDX-TV (UPN), Portland, OR; WFSB-TV (CBS), Hartford-New Haven, CT; WSMV-TV (NBC), Nashville, TN; KCTV (CBS), Kansas City, MO; WHNS-TV (FOX), Greenville-Spartanburg-Anderson, SC-Asheville, NC; WNEM-TV (CBS), Flint-Saginaw, MI; KVVU-TV (FOX), Las Vegas, NV; WFLI-TV (WB), Chattanooga, TN; WSHM, (CBS) Springfield, MA; and KFXO-CA (FOX), Bend, OR. Meredith also has a joint sales agreement for KSMO-TV (WB) in Kansas City, MO, and owns and operates radio station WNEM-AM in Saginaw-Bay City, MI.

The Meredith Publishing Group features 18 magazine brands including Better Homes and Gardens, Ladies' Home Journal, More and American Baby, and approximately 150 special interest publications. Meredith has 350 books in print, operates 26 web sites and has an industry-leading integrated marketing/custom publishing business.

Exhibit 99.1

Mr. Paul Karpowicz 9 Sunset Road Bristol, Rhode Island 02809

Dear Paul:

This is to confirm Meredith Corporation's offer to employ you as President, Broadcasting Group of Meredith Corporation, and the terms and conditions of your employment. Your expected date of hire will be February 14, 2005. In your position, you will have the full responsibility and authority commensurate with being President of Meredith's Broadcasting Group.

1. Compensation and Benefits. A. Your (annualized) "Base Salary" will be $550,000. The Base Salary shall be effective through fiscal year 2006 (the Compensation Committee of the Meredith Board of Directors may, but shall not be obligated to, consider increasing your Base Salary earlier); thereafter you will be eligible to be considered for a merit increase pursuant to company policy and as determined by the Compensation Committee of the Meredith Board of Directors at its regular meeting in August. You will be eligible to participate in the Meredith Management Incentive Plan (or any successor or replacement annual incentive plan of Meredith) ("MIP") for such periods as it continues in effect, subject to the terms of the Plan and to the discretion vested in the Compensation Committee of the Board of Directors by the Plan. Under this Plan, you will have a Target Bonus of sixty percent (60%) of Base Salary and a maximum of One Hundred Fifty percent (150%) of Base Salary. You will receive a guaranteed minimum MIP bonus for each of fiscal year 2005 and 2006 of $250,000 payable immediately following the Company's regular Board of Directors meeting in August of the applicable year. B. You will be granted at market value on the date of hire (in lieu of regular grants in August 2005) 40,000 nonqualified stock options in accordance with the terms and provisions of Meredith's nonqualified stock incentive plan. You will also be granted on the date of hire 10,000 restricted shares of Meredith Common Stock (five year cliff) in accordance with the terms and provisions of Meredith's nonqualified stock incentive plan.

c. You will also be entitled to participate in the Meredith Executive Stock Ownership Program with a target ownership goal of Twenty Thousand (20,000) shares.

d. Meredith will reimburse you in accordance with Meredith policy for reasonable expenses incurred by you in connection with the performance of your duties for Meredith, including, without limitation, for reasonable meals, transportation and living expenses incurred by you in performing your duties.

e. Meredith will provide you with an automobile allowance during your employment pursuant to Meredith's executive automobile policy. In addition, Meredith will reimburse you for the regular dues at a mutually agreed upon Country Club, incurred by you in furtherance of Meredith's business. These benefits will be subject to applicable withholdings and deductions.

A. You will be entitled to reasonable vacation time (not less than four (4) weeks per year), consistent with your executive position and the policies of Meredith. To the extent you otherwise qualify for the following benefits under the terms and conditions of each benefit, you will also be entitled to participate in Meredith's short term disability, long term disability, life and medical insurance, Meredith's Savings and Investment Plan (401K), Meredith's Employees' Retirement Income Plan, and Meredith's nonqualified retirement plans ("top hat" plan).

g. If any provision in this letter of employment is deemed to potentially preclude a tax deduction for compensation in a taxable year because it does not meet the definition of performance-based compensation pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, then such compensation shall be reduced accordingly. The reduction shall be in sufficient amount to conform to the appropriate provisions of Internal Revenue Code and the Treasury regulations thereunder. It is Meredith's intention to ensure that all of its incentive plans are performance-based in conformance with Section 162(m) of the Internal Revenue Code of 1986, as amended. To the extent that any amounts shall be withheld under this paragraph, such amounts shall be deposited in a deferral account for your benefit and be paid as soon as practicable to you in accordance with applicable tax regulations.

2. Termination . It is understood your Employment under this Agreement may be terminated as a result of any of the following events.

a. Your death.

b. In the event you shall have been unable to perform your regular full time duties hereunder by reason of illness, accident or other physical or mental disability for a continuous or an aggregate period of 120 days during any consecutive twelve-month (12-month) period ("Disability"), if Meredith chooses to give written notice of termination.

c. For cause where "Cause" shall mean the occurrence of any of the following events: (i) you engage in fraudulent activity injurious to Meredith, (ii) insubordination, (iii) you are convicted of the commission of a felony, or a crime, whether or not a felony, involving misappropriation of property of Meredith, (iv) you breach your obligation not to compete under this Agreement, (v) you breach any of the material terms and conditions of this Agreement, (vi) you conduct yourself in a manner detrimental to the business, property, assets or interest of Meredith or engage in personal or professional conduct which could bring disgrace or embarrassment to Meredith, (vii) you violate any written policy or directive of Meredith, or (viii) you fail to fulfill your material obligations under this Agreement; provided that with respect to any of the events specified in (ii), (v), (vi), (vii) or (viii), the Company shall provide written notice of such event and an opportunity for a period of at least 30 days to cure such event.

d. "Without Cause" based on a determination by Meredith that it is in the best interests of Meredith to terminate you employment at any time and for whatever reason it deems appropriate.

e. In the event you terminate your employment of your own volition.

3. Date of Termination . Your employment under this Agreement shall be deemed to have terminated as follows: (a) if your employment is terminated pursuant to paragraph 2(a), on the last day of the month of your death; or (b) if your employment is terminated pursuant to paragraph 2(b), on the last day of the month in which Meredith gives written notice of termination; or (c) if your employment is terminated pursuant to paragraph 2(c), on the day on which notice of termination is given; or (d) if your employment is terminated pursuant to paragraph 2(d), on the day on which the notice of termination is given; or (e) in the event you terminate your employment pursuant to paragraph 2(e), on the day of your voluntary termination. The date on which the termination is deemed to have occurred is referred to as the "Date of Termination."

4. Payment on Termination. a. Death . In the event of your death under paragraph 2(a), then Meredith will pay your Base Salary through the Date of Termination and the proportionate part of any MIP Bonus for the calendar year in which such termination occurs. Under such circumstances, those nonqualified stock options and restricted stock described in paragraph 1(b) shall vest simultaneously with the Date of Termination.

b. Disability . In the event Meredith terminates your employment under paragraph 2(b) for Disability, then Meredith will pay you your Base Salary through the Date of Termination and the proportionate part of any MIP Bonus for the calendar year in which such termination occurs. Under such circumstances, those nonqualified stock options and restricted stock described in paragraph 1(b) herein shall vest simultaneously with the Date of Termination.

c. Cause . In the event your employment is terminated for Cause pursuant to paragraph 2 (c), then Meredith will pay you only your Base Salary through the Date of Termination. Under such circumstances, any vested nonqualified stock options may be exercised within thirty (30) days of the Date of Termination. Unvested stock options and restricted stock automatically terminate.

d. Without Cause . In the event your employment is terminated Without Cause pursuant to paragraph 2(d), then Meredith will pay you your Base Salary for a period of twelve (12) months following the Date of Termination and the proportionate part of any MIP Bonus. Under such circumstances, those nonqualified stock options and restricted stock described in paragraph 1(b) shall vest simultaneously with the Date of Termination.

e. Voluntary Termination . In the event you terminate your employment under paragraph 2(e) herein, Meredith will pay you only your Base Salary through the period ending with the date of such voluntary termination. Under such circumstances, vested nonqualified stock options may be exercised within thirty (30) days of the Date of Termination. Unvested stock options and restricted stock automatically terminate.

5. Confidentiality, Cooperation, and Non -Competition .

a. All memoranda, notes, records or other documents made or compiled by you or made available to you during the term of your employment, concerning the business of Meredith shall be and remain the exclusive property of Meredith and any and all copies thereof shall be delivered to Meredith upon the termination of your employment for whatever reason or at any other time upon request. You agree you will not use for your own benefit or the benefit of others, or divulge to others, any information, trade secrets, knowledge, or data of a secret or confidential nature or otherwise not readily available to members of the general public which concerns the business or affairs of Meredith and which is acquired by you during your employment hereunder, except with the specific prior written consent of Meredith. Included in such confidential information, without limiting the scope of protected information generally, shall be technical data, programming data and planning with respect to future programming, marketing and advertising data and plans, advertiser lists, and demographic and viewer studies.

b. You agree you will not at any time during your employment, or after the termination of your employment for whatever reason, have or claim any right, title or interest in any trade name, patent, trademark, copyright, or other similar rights belonging to or used by Meredith and you shall never have or claim any right, title or interest in any material or matter of any sort prepared for or used in connection with the business or promotion of Meredith, whether produced, prepared, or published in whole or in part by you or by Meredith. You agree you will cooperate fully with Meredith during your employment and thereafter in the securing of trade name, patent, trademark or copyright protection or other similar rights in the United States and in foreign countries and shall give evidence and testimony and execute and deliver to Meredith all papers reasonably requested by Meredith in connection therewith. c. You agree to cooperate with Meredith in the truthful and honest prosecution and/or defense of any claim in which Meredith my have an interest (with the right of reimbursement for reasonable expenses actually incurred) which may include, without limitation, being available to participate in any proceeding involving Meredith, permitting interviews with representatives of Meredith, appearing for depositions and trial testimony, and producing and/or providing any documents or names of other persons with relevant information in your possession or control arising our of your employment in a reasonable time, place and manner. d. You agree that during your employment and for a period of twelve (12) months after the termination of your employment for whatever reason, you will not, directly or indirectly, whether as a sole proprietor, partner, venturer, stockholder, director, officer, employee, consultant, or in any other capacity as principal or agent or through any person, subsidiary, affiliate or employee acting as nominee or agent, engage in any of the following activities:

(1) Conduct or engage in, or be interested in or associated with any person or entity which conducts or engages in, the ownership, operation and management of a television station in a market in which Meredith owns, operates and manages a television station;

(2) Take any action to finance or to guarantee or knowingly to provide other material assistance to any person or entity so engaged;

(3) Influence or attempt to influence any person or entity who is a contracting party with Meredith, to terminate any written or oral agreement with Meredith;

(4) Hire or attempt to hire for employment any person who is employed by Meredith or attempt to influence any such person to terminate employment with Meredith. e. You acknowledge that the remedy at law for breach of the provisions of this paragraph 5 would be inadequate and that in addition to any other remedy Meredith may have for breach of this paragraph 5, Meredith shall be entitled to seek an injunction restraining any such breach or threatened breach, without any bond or other security being required. f. For the purposes of this paragraph 5, Meredith shall include all parent, subsidiary and related entities including, without limitation, all broadcast properties of Meredith. g. You agree that any injury caused by your breach of the provisions of this paragraph 5 will be difficult, if not impossible, to measure and that such injury will be immediate and irreparable for which Meredith will have no adequate remedy at law, and consequently Meredith shall be entitled to specifically enforce this paragraph 5 by an injunction, in addition to any other remedies Meredith may have. h. It is agreed that it is the desire and intention of you and Meredith that the provisions of this paragraph 5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph 5 shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to provide, to the maximum extent permitted in the jurisdiction, restrictive provisions most closely conforming to the intent of the parties as expressed herein, such amendment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made.

6. Benefit and Assignment . Your obligations and rights under this Agreement shall inure to the benefit of and shall be binding upon your heirs and legal representatives. This Agreement may not be assigned by either party except that if Meredith or its Broadcasting Group is sold or otherwise transferred, this Agreement may be assigned by Meredith to the transferee, provided that the transferee expressly assumes the obligations of Meredith under this Agreement.

7. Notices . Any notices required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally or by certified or registered mail, return receipt requested, postage prepaid, to the following persons at the following addresses.

To You : Mr. Paul Karpowicz 9 Sunset Road Bristol, Rhode Island 02809

To Meredith: Meredith Corporation c/o Vice President-General Counsel and Secretary 1716 Locust Street Des Moines, Iowa 50309-3023

Copy to: Meredith Corporation c/o President and Chief Operating Officer 1716 Locust Street Des Moines, Iowa 50309-3023

8. Situs and Dispute Resolution . The parties agree that any controversy or claim arising out of or relating to this Agreement, or any breach or alleged breach of the provisions of this Agreement, shall be settled by private arbitration, before an arbitrator, in Des Moines, Iowa, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator shal be selected by mutual agreement and each party shall bear one -half the cost of such arbitrator and related expenses. Failing agreement, the arbitrator shall be a person with demonstrated experience and expertise in the field of employment law in the marketing and media industry, selected by the American Arbitration Association. Except as otherwise provided above, the arbitration shall be conducted in accordance with the then current commercial rules of the American Arbitration Association, unless the parties agree in advance, in writing, to alter or waive those rules, in whole or in part. The arbitrator shall apply Iowa law and the arbitrator's award shall be supported by a written explanation of findings of fact and conclusions of law.

9. Entire Agreement . This Agreement contains all of the understandings and agreements between Meredith and you with respect to its subject matter and shall, as of the execution of this Agreement, supersede and terminate all other understandings and agreements between the parties relating to your employment. There are no other understandings or agreements made contemporaneously herewith with respect to such employment, nor may this Agreement be changed or modified in any manner whatsoever except in writing, signed by you and the President and Chief Operating Officer of Meredith or his successor or a duly authorized officer of Meredith, and specifically stating that the writing is an amendment to this Agreement.

10. Severability . If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect. If any provision is held to be invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

1. Indemnification . You will be indemnified by the Company in accordance with Meredith's By -Laws and applicable law, and be covered under Meredith's Director and Officer Liability Policy, as such policy is then in effect.

Paul, Meredith Corporation and I look forward to our association with you under the terms expressed above. Please confirm your acceptance by signing as indicated below.

Meredith Corporation By______

I understand and accept the terms and conditions of my employment with Meredith as expressed above. ______Paul Karpowicz

End of Filing

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