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Form 8-K Meredith Corporation

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Form 8-K Meredith Corporation 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): January 15, 2019 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 1-5128 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 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in 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 January 15, 2019, Meredith Corporation (the Company) announced that Stephen M. Lacy, Executive Chairman of Meredith Corporation, will retire from the Company on March 31, 2019. Lacy will continue to serve as Chairman of the Board in a non-executive capacity. That news release is attached as an exhibit. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99 News release issued by Meredith Corporation dated January 15, 2019, announcing the retirement of Stephen M. Lacy as Executive Chairman of Meredith Corporation. 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/ Joseph Ceryanec Joseph Ceryanec Chief Financial Officer (Principal Financial and Accounting Officer) Date: January 15, 2019 Exhibit 99 STEVE LACY TO RETIRE AS EXECUTIVE CHAIRMAN OF MEREDITH CORPORATION Lacy Will Continue to Serve as Chairman of the Meredith Board of Directors DES MOINES, IA (January 15, 2019) - The Meredith Corporation (NYSE:MDP; www.meredith.com) Board of Directors announced today that Executive Chairman Stephen M. Lacy will retire from the company on March 31, 2019, following his 65 th birthday on March 20, 2019, in line with Meredith’s historical practices. At the same time, the Board announced that Lacy will continue to serve as Chairman of the Board - a position he has held since 2009 - in a non-executive capacity. “The actions announced by the Board today are in keeping with Meredith’s long-standing and highly successful succession planning practice, one that has been in place for 50 years,” said Meredith Board of Directors Vice Chairman Mell Meredith Frazier. “I want to congratulate Steve and thank him for his 20+ year tenure at Meredith, and look forward to his continued leadership as Chairman of our Board.” Lacy joined Meredith as Chief Financial Officer in 1998 and quickly moved into an operating role, leading Meredith’s digital, broadcasting and publishing groups, respectively. He was named President and CEO in 2006, and became Chairman and CEO in 2009. He moved into the Executive Chairman role in January 2018, with Tom Harty succeeding him as President and CEO. During Lacy’s tenure, Meredith’s revenue doubled and profit more than tripled. He significantly grew legacy Meredith businesses, and oversaw a tremendous expansion of the company’s national and local media footprint, capped by the transformational acquisition of Time Inc. Lacy also conceived and led an employee health and financial wellness program that has received national recognition and become a model for American industry. “Without a doubt, Steve was everything an organization could hope for in a CEO and will continue to serve Meredith well as Chairman,” said Harty. “He possesses the intellectual capacity to conceive and articulate a vision, and the work ethic and discipline to execute it. His attention to detail is unmatched. Most importantly, he cares deeply about everyone in the organization, and is equally comfortable in the mailroom as he is in the boardroom. I am grateful for his guidance over my 15 years at Meredith, and look forward to continue working with him in the future.” ABOUT MEREDITH CORPORATION Meredith has been committed to service journalism for more than 115 years. Meredith uses multiple distribution platforms - including broadcast television, print, digital, mobile and video - to provide consumers with content they desire and to deliver the messages of its advertising and marketing partners. Meredith's National Media Group reaches more than 175 million unduplicated American consumers every month, including over 80 percent of U.S. millennial women. Meredith is the No. 1 magazine operator in the U.S., and owner of the largest premium content digital network for American consumers. Meredith’s Local Media Group includes 17 television stations reaching 11 percent of U.S. households. CONTACT: Art Slusark, Chief Communications Officer: [email protected] ; 515-284-3404 Mike Lovell, Director of Investor Relations: [email protected] ; 515-284-3622 .
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