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| LEI | 549300YC8BC386CCTS24 |
| CIK | 65011 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Meredith Corp. - Class B
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 9, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $1.00 per share, of Hawkeye Acquisition, Inc. (f/k/a Meredith Corporation) (this ?Agree |
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| February 9, 2022 |
MDP / Meredith Corporation / KED MDP Investments, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hawkeye Acquisition, Inc. (f/k/a Meredith Corporation) (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 589433101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-05128 HAWKEYE ACQUISITION, INC (F/K/A MEREDITH CORPORATION) (Exact name |
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| December 7, 2021 |
MDP / Meredith Corporation / FRAZIER MEREDITH D MELL - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* Hawkeye Acquisition, Inc. (Name of Issuer) Common Stock ($1.00 par value) and Class B Common Stock ($1.00 par value) (Title of Class of Securities) 589433 10 1 (Common Stock) 589433 20 1 (Class B Common Stock) (Cusip Number) Michael Sorrow c/o McDermott |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration Nos. |
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| December 2, 2021 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 13, 2021, pursuant to the provisions of Rule 12d2-2 (a). |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration Nos. |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. |
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| December 1, 2021 |
Amended and Restated Articles of Incorporation of Meredith Corporation. 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 rep |
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| December 1, 2021 |
Amended and Restated Bylaws of Meredith Corporation. 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 b |
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| December 1, 2021 |
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 inc |
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| December 1, 2021 |
MEREDITH CORPORATION SHAREHOLDERS APPROVE SALE TO GRAY TELEVISION 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 |
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| November 22, 2021 |
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): November 22, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 22, 2021 |
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): November 22, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 18, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 18, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 18, 2021 |
Exhibit 99 Meredith Holdings Corporation Supplemental Disclosures Regarding Non-GAAP Financial Measures The following tables show results of operations as reported under accounting principles generally accepted in the United States of America (GAAP) and segment adjusted EBITDA. |
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| November 18, 2021 |
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): November 18, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 17, 2021 |
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): November 17, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 17, 2021 |
HEADLINE: Meredith Shareholders Encouraged to Vote in Special Shareholder Meeting Exhibit 99.1 HEADLINE: Meredith Shareholders Encouraged to Vote in Special Shareholder Meeting Dear Meredith employee, As you read earlier this week, Meredith continues to expect its pending acquisitions by Gray Television and IAC?s Dotdash Media Inc. close on December 1. For those of you who are Meredith shareholders, voting is now available on the proposed sale of Meredith Corp. to Gray Televisi |
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| November 17, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 17, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 15, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporati |
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| November 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 15, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 15, 2021 |
Exhibit 99 Index to Condensed Combined Financial Statements Page Meredith Holdings Corporation Unaudited Condensed Combined Financial Statements Financial Statements Unaudited Condensed Combined Balance Sheets as of September 30, 2021 and December 31,2020 F-2 Unaudited Condensed Combined Statements of Earnings (Loss) for the Nine Months Ended September 30, 2021 and 2020 F-3 Unaudited Condensed Com |
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| November 15, 2021 |
Unaudited Pro Forma Condensed Consolidated Financial Statements Exhibit 99 Unaudited Pro Forma Condensed Consolidated Financial Statements The following pro forma condensed financial statements reflect adjustments to Meredith?s historical financial information to depict the sale of its local media group segment (?LMG?) to a subsidiary of Gray, as contemplated by the Agreement and Plan of Merger (?Merger Agreement?), as amended June 2, 2021 and October 6, 2021, with Gray Television, Inc. |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporati |
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| November 15, 2021 |
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): November 15, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 12, 2021 |
Exhibit 22 MEREDITH CORPORATION List of Guarantor Subsidiaries The following table lists the guarantors of the 2026 Senior Notes and 2025 Senior Secured Notes issued by the Meredith Corporation (the Parent) as of September 30, 2021: Allrecipes. |
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| November 12, 2021 |
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): November 12, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 12, 2021 |
Unaudited Pro Forma Condensed Consolidated Financial Statements Exhibit 99 Unaudited Pro Forma Condensed Consolidated Financial Statements The following pro forma condensed financial statements reflect adjustments to Meredith?s historical financial information to depict the sale of its local media group segment (?LMG?) to a subsidiary of Gray, as contemplated by the Agreement and Plan of Merger (?Merger Agreement?), as amended June 2, 2021 and October 6, 2021, with Gray Television, Inc. |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organizat |
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| November 12, 2021 |
Financial Statements and Exhibits, Other Events 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): November 12, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: September 30, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR |
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| November 8, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid |
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| October 28, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid |
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| October 28, 2021 |
Exhibit 99 MEREDITH REPORTS FISCAL 2022 FIRST QUARTER RESULTS Digital Advertising and Consumer Performance Drives Total Company Revenue Growth DES MOINES, IA (October 28, 2021) ? Meredith Corporation (NYSE: MDP) today reported fiscal 2022 first quarter results as summarized below. |
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| October 28, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 28, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) ( |
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| October 28, 2021 |
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): October 28, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) ( |
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| October 27, 2021 |
UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| October 27, 2021 |
UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| October 8, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid |
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| October 7, 2021 |
IAC’s Dotdash to Acquire Meredith Corporation’s National Media Group Exhibit 99.1 IAC?s Dotdash to Acquire Meredith Corporation?s National Media Group ? Combined digital powerhouse expected to reach more than 175 million online consumers monthly, including 95% of US women, becoming one of the largest publishers in America ? World-class portfolio to combine iconic brands such as PEOPLE, Better Homes & Gardens, Allrecipes, Southern Living, InStyle and REAL SIMPLE wit |
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| October 7, 2021 |
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): October 6, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (C |
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| October 7, 2021 |
Exhibit 2.2 AMENDMENT AND CONSENT This Amendment and Consent (this ?Amendment?) is made and entered into as of October 6, 2021, by and among Meredith Corporation, an Iowa corporation (the ?Company?), Meredith Holdings Corporation, an Iowa corporation and a wholly owned subsidiary of the Company (?SpinCo?), Gray Television, Inc., a Georgia corporation (?Parent?), Gray Hawkeye Stations, Inc., a Dela |
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| October 7, 2021 |
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): October 6, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (C |
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| October 7, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among ABOUT, INC., MEREDITH CORPORATION, MEREDITH HOLDINGS CORPORATION, and solely for the limited purposes set forth herein IAC/INTERACTIVECORP Dated as of October 6, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Table of Definitions 14 Section 1.3 Other Definitional and Interpretative Provisions 16 ARTICLE II THE |
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| September 10, 2021 |
Exhibit 10.18 Meredith Corporation August 10, 2021 Catherine Levene RE: Retention, Assignment and Acknowledgment Agreement Dear Catherine: As you know, Meredith Corporation (?Meredith?) recently entered into an Agreement and Plan of Merger, with Gray Television, Inc. (?Gray?), Gray Hawkeye Stations, Inc., a wholly-owned subsidiary of Gray, and Meredith dated May 3, 2021 (as amended, the ?Merger Ag |
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| September 10, 2021 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Significant Subsidiary Jurisdiction of Incorporation TI Gotham Inc. |
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| September 10, 2021 |
Exhibit 10.15 Meredith Corporation August 10, 2021 Jason Frierott RE: Retention, Assignment and Acknowledgment Agreement Dear Jason: As you know, Meredith Corporation (?Meredith?) recently entered into an Agreement and Plan of Merger, with Gray Television, Inc. (?Gray?), Gray Hawkeye Stations, Inc., a wholly-owned subsidiary of Gray, and Meredith dated May 3, 2021 (as amended, the ?Merger Agreemen |
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| September 10, 2021 |
Exhibit 10.8 Meredith Corporation August 10, 2021 Thomas H. Harty RE: Retention, Assignment and Acknowledgment Agreement Dear Tom: As you know, Meredith Corporation (?Meredith?) recently entered into an Agreement and Plan of Merger, with Gray Television, Inc. (?Gray?), Gray Hawkeye Stations, Inc., a wholly-owned subsidiary of Gray, and Meredith dated May 3, 2021 (as amended, the ?Merger Agreement? |
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| September 10, 2021 |
Exhibit 22 MEREDITH CORPORATION List of Guarantor Subsidiaries The following table lists the guarantors of the unsecured senior notes maturing in 2026 issued by the Meredith Corporation (the Parent) as of June 30, 2021: Allrecipes. |
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| September 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5128 MEREDITH CORPORATION (Exact name of |
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| September 10, 2021 |
Exhibit 10.11 Meredith Corporation August 10, 2021 John S. Zieser RE: Retention, Assignment and Acknowledgment Agreement Dear John: As you know, Meredith Corporation (?Meredith?) recently entered into an Agreement and Plan of Merger, with Gray Television, Inc. (?Gray?), Gray Hawkeye Stations, Inc., a wholly-owned subsidiary of Gray, and Meredith dated May 3, 2021 (as amended, the ?Merger Agreement |
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| September 8, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Meredith Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 589433101 (CUSIP Number) May 20, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ |
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| August 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: June 30, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For |
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| August 25, 2021 |
MEREDITH CORPORATION Offer to Exchange Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-258721 PROSPECTUS MEREDITH CORPORATION Offer to Exchange This is an offer by Meredith Corporation to exchange up to $300,000,000 aggregate principal amount of its 6.500% Senior Secured Notes due 2025 (the ?exchange notes?), which have been registered under the Securities Act of 1933, as amended (the ?Securities Act?), for any |
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| August 20, 2021 |
August 20, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N. |
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| August 17, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid |
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| August 16, 2021 |
DEFA14A 1 d36606ddefa14a.htm DEFA14A 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): August 10, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-5128 42-0410230 (State or other jurisdiction |
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| August 16, 2021 |
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): August 10, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-5128 42-0410230 (State or other jurisdiction of incorporation or organization) (Co |
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| August 12, 2021 |
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): August 12, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (C |
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| August 12, 2021 |
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): August 12, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (C |
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| August 12, 2021 |
Exhibit 99.1 MEREDITH REPORTS FISCAL 2021 FOURTH QUARTER AND FULL YEAR RESULTS Fiscal 2021 Features Digital Advertising Revenue Surpassing Magazine; $254 Million Debt Reduction; and Agreement to Sell Local Media Group Digital and Non-Political Advertising, Digital Consumer, and Licensing Drive Strong 4th Quarter Growth DES MOINES, IA (August 12, 2021) ? Meredith Corporation (NYSE: MDP) today repor |
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| August 12, 2021 |
Fiscal 2021 Fourth Quarter Earnings Presentation August 12, 2021 Exhibit 99.2 2 Safe Harbor Statement and Non-GAAP Financial Measures CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation 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 ma |
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| August 11, 2021 |
Unaudited Pro Forma Condensed Consolidated Financial Statements Exhibit 99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements The following pro forma condensed financial statements reflect adjustments to Meredith Corporation?s (?Meredith?) historical financial information to depict the sale of its local media group (?LMG?) segment to a subsidiary of Gray Television, Inc. (?Gray?). This sale will be effected by (i) a spin-off, in which Meredith s |
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| August 11, 2021 |
Form of Notice of Guaranteed Delivery Exhibit 99.2 MEREDITH CORPORATION NOTICE OF GUARANTEED DELIVERY OFFER TO EXCHANGE ITS 6.500% SENIOR SECURED NOTES DUE 2025, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF OUTSTANDING 6.500% SENIOR SECURED NOTES DUE 2025. This Notice of Guaranteed Delivery, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by Meredith |
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| August 11, 2021 |
Consent of Ballard Spahr LLP (contained in Exhibit 5.4) Exhibit 5.4 August 11, 2021 Meredith Corporation 1716 Locust Street Des Moines, Iowa 50309-3023 Re: Meredith Corporation Exchange Note Offer S-4 Registration Statement Ladies and Gentlemen: We have acted as local Arizona counsel for KPHO Broadcasting Corporation (the ?Opinion Party?), an Arizona corporation and a subsidiary of Meredith Corporation (?Meredith?), in connection with the Opinion Party |
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| August 11, 2021 |
Form T-1 Statement of Eligibility of Trustee Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif |
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| August 11, 2021 |
Consent of Dickinson Wright PLLC (contained in Exhibit 5.3) Exhibit 5.3 100 WEST LIBERTY, SUITE 940 RENO, NEVADA 89501 TELEPHONE: (775) 343-7500 FACSIMILE: (844) 670-6009 http://www.dickinsonwright.com August 11, 2021 Meredith Corporation 1716 Locust Street Des Moines, Iowa 50309-3023 Re: Meredith Corporation Exchange Note Offering S-4 Registration Statement Ladies and Gentlemen: We have acted as special Nevada counsel to Meredith Corporation, an Iowa corp |
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| August 11, 2021 |
Consent of Davis Wright Tremaine LLP (contained in Exhibit 5.5) Exhibit 5.5 Suite 2400 1300 SW Fifth Avenue Portland, OR 97201-5610 503-241-2300 tel 503-778-5299 fax August 11, 2021 Meredith Corporation 1716 Locust Street Des Moines, Iowa 50309-3023 Re: Meredith Corporation Exchange Note Offer S-4 Registration Statement Ladies and Gentlemen: We have acted as special Oregon state counsel for Meredith Corporation (?Meredith?) and KPTV-KPDX Broadcasting Corporati |
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| August 11, 2021 |
Exhibit 99.4 MEREDITH CORPORATION OFFER TO EXCHANGE ITS 6.500% SENIOR SECURED NOTES DUE 2025, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 6.500% SENIOR SECURED NOTES DUE 2025. , 2021 To Our Clients: Enclosed for your consideration are a Prospectus, dated , 2021 (as the same may be amended or supplemented from time to time, the ?Prospe |
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| August 11, 2021 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Exhibit 99.3 MEREDITH CORPORATION OFFER TO EXCHANGE ITS 6.500% SENIOR SECURED NOTES DUE 2025, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 6.500% SENIOR SECURED NOTES DUE 2025. , 2021 To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees: As described in the enclosed Prospectus, dated , 2021 (as the same may be amen |
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| August 11, 2021 |
Exhibit 3.9 FIRST AMENDED AND RESTATED BYLAWS OF EMERGENT MEDIA, INC. These First Amended and Restated Bylaws of Emergent Media, Inc. (the ?Corporation?) amend and restate in their entirety the Bylaws adopted by the Corporation on March 11, 1996, as amended March 1996. SECTION 1 Offices 1.1 Principal Office: The principal office of the corporation shall be located at the principal place of busines |
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| August 11, 2021 |
Exhibit 99.1 MEREDITH CORPORATION LETTER OF TRANSMITTAL OFFER TO EXCHANGE ITS 6.500% SENIOR SECURED NOTES DUE 2025, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 6.500% SENIOR SECURED NOTES DUE 2025. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2021 (THE ?EXPIRATION DATE?) UNLESS THE OFFER IS EXTENDED. TENDERS M |
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| August 11, 2021 |
The Amended and Restated Certificate of Incorporation of Synapse Group, Inc. Exhibit 3.48 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SYNAPSE GROUP, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) The undersigned President and Chief Executive Officer of Synapse Group, Inc., a Delaware corporation (the ?Corporation?), hereby certifies as follows: 1. The present name of the Corporation is Synapse Group, Inc., which is |
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| August 11, 2021 |
Financial Statements and Exhibits, Other Events 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): August 11, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-5128 42-0410230 (State or other jurisdiction of incorporation or organization) (Co |
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| August 11, 2021 |
MEREDITH CORPORATION 1716 Locust Street Des Moines, Iowa 50309 MEREDITH CORPORATION 1716 Locust Street Des Moines, Iowa 50309 August 11, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Meredith Corporation Registration Statement on Form S-4 SEC File No. 333-258721 Ladies and Gentlemen: Meredith Corporation (the ?Company?) intends to offer to exchange (the ?Exchange Offer?) up to $300,000,0 |
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| August 11, 2021 |
The Certificate of Incorporation of Sports Digital Games, Inc. (formerly SI Digital Games, Inc.) Exhibit 3.44 Certificate Of Incorporation Of SI DIGITAL GAMES, INC. 1. The name of the Corporation is: SI DIGITAL GAMES, INC. 2. The address of the registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the Corporation at such address is The Corpora |
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| August 11, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Significant Subsidiary Jurisdiction of Incorporation TI Gotham Inc. Delaware TI Circulation Holdings LLC Delaware NSSI Holdings Inc. Delaware Synapse Group, Inc. Delaware TI Consumer Marketing, Inc. Delaware TI Inc. Ventures Delaware TI Publishing Ventures, Inc. Delaware Southern Progress Corporation Delaware TI Inc. Lifestyle Group Delaware KPHO Broadca |
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| August 11, 2021 |
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): August 11, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-5128 42-0410230 (State or other jurisdiction of incorporation or organization) (Co |
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| August 11, 2021 |
As filed with the Securities and Exchange Commission on August 11, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 11, 2021 Registration No. |
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| June 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Commission file number 1-5128 MEREDITH SAVINGS AND INVESTMENT PLAN (Full title of the plan and the address of the plan, if different from that of the issuer named below) Meredith Corporation 1716 |
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| June 16, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): June 16, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (Com |
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| June 16, 2021 |
Investor Update June 2021 Exhibit 99.2 2 Disclaimers CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation 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 Corporat |
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| June 16, 2021 |
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): June 16, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (Com |
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| June 16, 2021 |
11th Annual East Coast IDEAS Virtual Investor Conference Exhibit 99.1 TRANSCRIPT 11th Annual East Coast IDEAS Virtual Investor Conference June 16, 2021 Slide 1: Hello and welcome everyone. I want to thank the team at Three Part Advisors and Dave Mossberg for hosting us today. Our participation in the IDEAS conference is new for Meredith and we appreciate the opportunity to share Meredith Corporation insights. We?re at an exciting time in Meredith?s hist |
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| June 3, 2021 |
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): June 2, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-5128 42-0410230 (State or other jurisdiction of incorporation or organization) (Commi |
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| June 3, 2021 |
Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to the Agreement and Plan of Merger (this ?Amendment?) is made and entered into as of June 2, 2021, by and among Meredith Corporation, an Iowa corporation (the ?Company?), Gray Television, Inc., a Georgia corporation (?Parent?) and Gray Hawkeye Stations, Inc., a Delaware corporation and a wholly owned subsidiary o |
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| June 3, 2021 |
Exhibit 2.2 AMENDMENT NO. 2 TO THE SEPARATION AND DISTRIBUTION AGREEMENT This Amendment No. 2 to the Separation and Distribution Agreement (this ?Amendment?) is made and entered into as of June 2, 2021, by and among Meredith Holdings Corporation, an Iowa corporation (?SpinCo?), Meredith Corporation, an Iowa corporation (the ?Company?), and Gray Television, Inc., a Georgia corporation (?Parent?). E |
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| June 3, 2021 |
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): June 2, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-5128 42-0410230 (State or other jurisdiction of incorporation or organization) (Commi |
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| June 3, 2021 |
MEREDITH CORPORATION ACCEPTS REVISED PROPOSAL FROM GRAY TELEVISION TO ACQUIRE LOCAL MEDIA GROUP Exhibit 99.1 MEREDITH CORPORATION ACCEPTS REVISED PROPOSAL FROM GRAY TELEVISION TO ACQUIRE LOCAL MEDIA GROUP DES MOINES, IA (June 3, 2021) ? Meredith Corporation (NYSE: MDP) today announced that it has accepted a revised proposal from Gray Television, Inc. (NYSE: GTN) to acquire Meredith?s Local Media Group (?LMG?) for approximately $2.825 billion in cash (?the revised Gray proposal?), and that th |
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| May 11, 2021 |
Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement ?) is entered into as of May 3, 2021, by and between Gray Television, Inc., a Georgia corporation (?Parent?) and each of the individuals listed on Schedule A hereto (each, a ?Shareholder? and, collectively, the ?Shareholders?). W I T N E S S E T H: WHEREAS, as of the date of this Agreemen |
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| May 11, 2021 |
Exhibit 10.2 May 3, 2021 Dianna Mell Meredith Frazier Edwin T. Meredith, IV c/o Michael J. Sorrow McDermott Will & Emery LLP 444 West Lake Street, Suite 4000 Chicago, IL 60606 Re: Meredith Holdings Corporation - Registration Rights Dear Mell and Tom: Reference is made to (i) that certain Agreement and Plan of Merger by and among Meredith Corporation (the ?Company?), Gray Television, Inc., a Georgi |
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| May 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* Meredith Corporation (Name of Issuer) Common Stock ($1.00 par value) and Class B Common Stock ($1.00 par value) (Title of Class of Securities) 589433 10 1 (Common Stock) 589433 20 1 (Class B Common Stock) (Cusip Number) Michael Sorrow c/o McDermott Will |
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| May 3, 2021 |
Exhibit 99.6 Everyone, Meredith Corporation today announced that it has agreed to sell its Local Media Group to Gray Television, Inc. for $2.7 billion in cash. This transaction accelerates Meredith?s top financial priorities, including materially reducing debt and enabling capital to invest in future high potential digital and consumer opportunities as well as provide returns to shareholders. For |
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| May 3, 2021 |
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): May 3, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-5128 42-0410230 (State or other jurisdiction of incorporation or organization) (Commis |
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| May 3, 2021 |
Transforming Meredith Corporation for future growth May 3, 2021 Exhibit 99.2 Disclaimers CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation 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 |
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| May 3, 2021 |
Exhibit 99.1 May 3, 2021 Dear Colleagues, Today marks another exciting and significant milestone for Meredith as we announce the sale of the Local Media Group to Gray Television. This transaction presents a tremendous opportunity to sharpen our focus, and it enables Meredith to become a multi-platform, lifestyle media leader focusing exclusively on the national brands that consumers have long love |
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| May 3, 2021 |
Exhibit 99.5 Meredith Corporation NYSE:MDP Special Call Monday, May 03, 2021 2:30 PM GMT Copyright ? 2021 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. spglobal.com/marketintelligence 1 Contents Table of Contents Call Participants 3 Presentation 4 Question and Answer 7 Copyright ? 2021 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights res |
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| May 3, 2021 |
Exhibit 99.1 MEREDITH CORPORATION TO SELL LOCAL MEDIA GROUP FOR $2.7 BILLION, FOCUS EXCLUSIVELY ON LEADING PORTFOLIO OF NATIONAL BRANDS 10x Multiple Reflects Highly Competitive Process and High-Quality Broadcast Portfolio Materially Reduces Debt & Enhances Capital Flexibility, Accelerating Opportunities to Drive Growth Strategic Transformation Unlocks Value as Shareholders to Receive ~$14.50 Per S |
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| May 3, 2021 |
Tax Matters Agreement, dated as of May 3, 2021, by and among the Company, Parent and SpinCo. Exhibit 10.2 EXECUTION VERSION TAX MATTERS AGREEMENT DATED AS OF May 3, 2021 BY AND AMONG MEREDITH HOLDINGS CORPORATION MEREDITH CORPORATION AND GRAY TELEVISION, INC. TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (this ?Agreement?), dated as of May 3, 2021 with effectiveness as of the Closing Date under the Merger Agreement (?Effective Date?), is by and among Meredith Holdings Corporation, an I |
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| May 3, 2021 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among GRAY TELEVISION, INC., GRAY HAWKEYE STATIONS, INC. and MEREDITH CORPORATION Dated as of May 3, 2021 TABLE OF CONTENTS Page(s) ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Table of Definitions 14 Section 1.3 Other Definitional and Interpretative Provisions 16 ARTICLE II THE DISTRIBUTION; THE MERGER; EFFECT ON THE CAPI |
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| May 3, 2021 |
Focusing our Future on the National Media Group Exhibit 99.4 Focusing our Future on the National Media Group Published on May 3, 2021 Tom Harty Chairman, President and Chief Executive Officer at Meredith Corporation Meredith for the last three years has been a privilege for many reasons, chief among them being the company?s 120-year impact on American culture through the publishing of iconic and recognizable content that inspires millions of pe |
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| May 3, 2021 |
Exhibit 2.2 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG MEREDITH HOLDINGS CORPORATION MEREDITH CORPORATION AND, GRAY TELEVISION, INC. Dated May 3, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Certain Definitions 2 ARTICLE II THE SEPARATION 12 2.1 Transfer of Assets; Assumption of Liabilities 12 2.2 SpinCo Cash Payment 14 2.3 Assets 15 2.4 Liabilities 16 2.5 Tran |
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| May 3, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 3, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-5128 42-0410230 (State or other jurisdiction of incorporation or organization) (Commis |
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| May 3, 2021 |
Exhibit 99.3 TRANSFORMING MEREDITH/LMG SALE FAQ General 1.What is being announced? ? Meredith has announced that it will sell its Local Media Group to Gray Television for $2.7 billion in cash and focus exclusively on its leading portfolio of iconic brands. ? Read the press release here. 2. Why is Meredith selling LMG now? ? This is an attractive time for a sale of Local Media Group, with a compell |
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| May 3, 2021 |
Transition Services Agreement, dated as of May 3, 2021, by and among the Company, Parent and SpinCo. Exhibit 10.3 EXECUTION VERSION TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this ?Agreement?) is made and entered into as of May 3, 2021, with effectiveness as of the Closing Date under the Merger Agreement (?Effective Date?), among Meredith Holdings Corporation, an Iowa corporation (?Provider?), Meredith Corporation, an Iowa corporation (?Recipient?), and Gray Television, Inc |
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| May 3, 2021 |
Exhibit 99.2 May 3, 2021 Team, As you saw from Tom, earlier today, we announced the sale of the Local Media Group (LMG) to Gray Television. The transaction will include all LMG properties except MNI Targeted Media and People TV Syndication [PEOPLE (the TV Show)], which will remain with the National Media Group. I felt it was important to explain why I am looking forward to this next chapter in our |
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| May 3, 2021 |
Employee Matters Agreement, dated as of May 3, 2021, by and among the Company, Parent and SpinCo. Exhibit 10.1 EXECUTION VERSION EMPLOYEE MATTERS AGREEMENT BY AND AMONG MEREDITH CORPORATION, MEREDITH HOLDINGS CORPORATION, and GRAY TELEVISION, INC. Dated May 3, 2021 EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (this ?Agreement?), dated as of May 3, 2021, is by and among Meredith Holdings Corporation, an Iowa corporation (?SpinCo?), Meredith Corporation, an Iowa corporation (the ?C |
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| May 3, 2021 |
DEFA14A 1 d361418ddefa14a.htm DEFA14A 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): May 3, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-5128 42-0410230 (State or other jurisdiction of |
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| May 3, 2021 |
DEFA14A 1 d357260ddefa14a.htm DEFA14A 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): May 3, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-5128 42-0410230 (State or other jurisdiction of |
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| April 29, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 29, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (Co |
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| April 29, 2021 |
EX-99 2 fy21q3exh99earnings.htm EXHIBIT 99 FY21 Q3 EARNINGS PRESS RELEASE Exhibit 99 MEREDITH REPORTS FISCAL 2021 THIRD QUARTER AND NINE MONTH RESULTS Continued Strong Double Digit Growth in Digital Advertising, Digital Consumer, and Licensing Revenues Reduced Debt by $251 Million and Generated Third Quarter Operating Cash Flow of $76 Million DES MOINES, IA (April 29, 2021) – Meredith Corporation |
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| April 29, 2021 |
EX-22 2 fy21q3ex22guarantorsubsidi.htm EXHIBIT 22 - GUARANTORS Exhibit 22 MEREDITH CORPORATION List of Guarantor Subsidiaries The following table lists the guarantors of the unsecured senior notes maturing in 2026 issued by the Meredith Corporation (the Parent) as of March 31, 2021: Allrecipes.com, Inc. Bizrate Insights Inc. Book-of-The-Month Club, Inc. Cozi Inc. Eating Well, Inc. Entertainment We |
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| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Meredith Corp (Name of Issuer) Common Stock (Title of Class of Securities) 589433101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Meredith Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 589433101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? R |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Meredith Corp. Title of Class of Securities: Common Stock CUSIP Number: 589433101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rul |
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| February 4, 2021 |
Exhibit 10.3 AMENDED AND RESTATED SEVERANCE AGREEMENT BETWEEN MEREDITH CORPORATION AND EXECUTIVE OF\FICERS This Agreement is entered into as of the 30th of November, 2020 by and between MEREDITH CORPORATION, an Iowa corporation (the “Company”), and Catherine Levene, (the “Executive”). WHEREAS, the Executive has been offered and has accepted a high level position with the Company, and the Company r |
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| February 4, 2021 |
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 4, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) ( |
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| February 4, 2021 |
Exhibit 10.2 EMPLOYMENT AGREEMENT AGREEMENT entered into as of December , 2020, by and between MEREDITH CORPORATION, an Iowa corporation (the “Company” or “Meredith”), and CATHERINE LEVENE (“Levene”), to be effective as of November 30, 2020 (“Effective Date”). WITNESSETH: WHEREAS, the Company wishes to employ Levene pursuant to the terms and conditions hereof, and in order to induce Levene to ente |
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| February 4, 2021 |
Exhibit 10.4 January 26, 2021 Patrick McCreery Dear Patrick: This letter constitutes an Amendment (“Amendment”) to the letter agreement dated May 9, 2018 (“Agreement”) outlining the terms and conditions of your employment with Meredith Corporation (the “Company”). Upon execution by both parties, this Amendment shall be effective as of January 26, 2021. For the mutual promises and consideration pro |
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| February 4, 2021 |
EX-99 2 fy21q2exh99earnings.htm EXHIBIT 99 FY21 Q2 EARNINGS PRESS RELEASE Exhibit 99 MEREDITH REPORTS FISCAL 2021 SECOND QUARTER AND FIRST HALF RESULTS Record Digital Advertising and Political Revenues Drive Strong Revenue and Profit Performance Generates Second Quarter Operating Cash Flow of $183 Million; $379 Million Cash on Hand DES MOINES, IA (February 4, 2021) – Meredith Corporation (NYSE: MD |
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| February 4, 2021 |
Exhibit 22 MEREDITH CORPORATION List of Guarantor Subsidiaries The following table lists the guarantors of the unsecured senior notes maturing in 2026 issued by the Meredith Corporation (the Parent) as of December 31, 2020: Allrecipes. |
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| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organizati |
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| January 6, 2021 |
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 6, 2021 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (C |
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| January 6, 2021 |
mdpatciti-final Citi 2021 Global TMT West Virtual Conference January 2021 Exhibit 99. |
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| November 20, 2020 |
As filed with the Securities and Exchange Commission on November 20, 2020 Registration No. |
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| November 16, 2020 |
MEREDITH CORPORATION EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED AND RESTATED AUGUST 11, 2020) Exhibit 99.1 Explanatory Note: This is a conformed copy of the Meredith Corporation Employee Stock Purchase Plan of 2002, as amended by the Meredith Corporation Board of Directors on August 13, 2008, and approved by shareholders on November 5, 2008; as further amended by the Board of Directors on August 8, 2012, and approved by shareholders on November 7, 2012; and further amended and restated on |
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| November 16, 2020 |
Exhibit 3.2 ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF MEREDITH CORPORATION To the Secretary of State of the State of Iowa Pursuant to the provisions of Section 490.1006 of the Iowa Business Corporation Act, Meredith Corporation (the “Corporation”) adopts the following Articles of Amendment to its Restated Articles of Incorporation: I. The name of the corporation is Meredit |
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| November 16, 2020 |
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): November 11, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 16, 2020 |
Exhibit 3.1 ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF MEREDITH CORPORATION To the Secretary of State of the State of Iowa Pursuant to the provisions of Section 490.1006 of the Iowa Business Corporation Act, Meredith Corporation (the “Corporation”) adopts the following Articles of Amendment to its Restated Articles of Incorporation: I. The name of the corporation is Meredit |
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| November 5, 2020 |
Exhibit 99 MEREDITH REPORTS FISCAL 2021 FIRST QUARTER RESULTS Delivers Record First Quarter Digital Advertising and Political Revenues Generates Operating Cash Flow of $79 Million; $201 Million Cash on Hand DES MOINES, IA (November 5, 2020) – Meredith Corporation (NYSE: MDP; Meredith. |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organizat |
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| November 5, 2020 |
Exhibit 22 MEREDITH CORPORATION List of Guarantor Subsidiaries The following table lists the guarantors of the unsecured senior notes maturing in 2026 issued by the Meredith Corporation (the Parent) as of September 30, 2020: Allrecipes. |
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| November 5, 2020 |
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): November 5, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) ( |
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| October 27, 2020 |
UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| October 14, 2020 |
UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 25, 2020 |
UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 25, 2020 |
UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 9, 2020 |
PRE 14A 1 a2020preliminaryproxystate.htm PRE 14A UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [X] Preliminary Proxy Statement [] Confidential, for Use of the Commi |
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| September 9, 2020 |
Financial Statements and Exhibits, Other Events - 8-K PROXY PRESS RELEASE 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): September 9, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| September 9, 2020 |
MEREDITH CORPORATION SEEKS SHAREHOLDER APPROVAL OF CHARTER AMENDMENT Exhibit 99.1 MEREDITH CORPORATION SEEKS SHAREHOLDER APPROVAL OF CHARTER AMENDMENT DES MOINES, IA (September 9, 2020) – Meredith Corporation (NYSE: MDP; Meredith.com) today announced that it will seek shareholder approval of an amendment to its charter that would increase options for a tax-efficient separation of the Company’s National and Local media groups while preserving the rights currently he |
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| August 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5128 MEREDITH CORPORATION (Exact name of |
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| August 27, 2020 |
Exhibit 10.32 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT dated as of June 29, 2020, among MEREDITH CORPORATION, as the Borrower, and CERTAIN SUBSIDIARIES OF MEREDITH CORPORATION, as Guarantors THE LENDERS PARTY HERETO, and ROYAL BANK OF CANADA, as Administrative Agent, Collateral Agent and Fronting Bank RBC CAPITAL MARKETS*, CREDIT SUISSE LOAN FUNDING LLC, BARCLAYS BANK PLC, CITIGROUP G |
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| August 27, 2020 |
Exhibit 22 MEREDITH CORPORATION List of Guarantor Subsidiaries The following table lists the guarantors of the unsecured senior notes maturing in 2026 issued by the Meredith Corporation (the Parent) as of June 30, 2020: Allrecipes. |
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| August 27, 2020 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of June 30, 2020, Meredith Corporation (the Company, we, us, and our) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $1.00 per share, and our class B common stock, par value $1.0 |
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| August 27, 2020 |
Exhibit 10.31 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of June 22, 2020, among MEREDITH CORPORATION, as the Borrower, and CERTAIN SUBSIDIARIES OF MEREDITH CORPORATION, as Guarantors THE LENDERS PARTY HERETO, and ROYAL BANK OF CANADA, as Administrative Agent, Collateral Agent and Fronting Bank RBC CAPITAL MARKETS*, as Sole Lead Arranger and Sole Bookrunner * RBC Capital Market |
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| August 27, 2020 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Significant Subsidiary Jurisdiction of Incorporation TI Gotham Inc. |
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| August 13, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 13, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (C |
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| August 13, 2020 |
q4-20earningspresentatio Exhibit 99.1 Fiscal 2020 Fourth Quarter Earnings Presentation August 13, 2020 Safe Harbor Statement and Non-GAAP Financial Measures 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 statemen |
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| August 13, 2020 |
Exhibit 99 MEREDITH REPORTS FISCAL 2020 FOURTH QUARTER AND FULL YEAR RESULTS Operating Cash Flows Grew 33 percent to $124 Million in Fourth Quarter Sequential Improvement in Digital & Broadcast Advertising in Fourth Quarter Strong Consumer Engagement Metrics Continued Across Brands DES MOINES, IA (August 13, 2020) – Meredith Corporation (NYSE: MDP; Meredith. |
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| August 13, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 13, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (C |
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| August 13, 2020 |
Exhibit 99.2 Mike Lovell: Good morning and thanks everyone for joining us. Our call will begin with comments from President and Chief Executive Officer Tom Harty, followed by Chief Financial Officer Jason Frierott. Remarks this morning will include forward-looking statements, and actual results may differ from our forecasts. Reasons for differences are described at the end of our news release that |
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| July 23, 2020 |
AGREEMENT OF REPORTING PERSONS EXHIBIT 99.1 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each |
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| July 23, 2020 |
MDP / Meredith Corp. / Select Equity Group, L.P. - SCHEDULE 13G Passive Investment SC 13G 1 s36348030a.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Meredith Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 589433101 (CUSIP Number) July 13, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to w |
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| June 30, 2020 |
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): June 29, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (Com |
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| June 30, 2020 |
EX-4.1 Exhibit 4.1 Execution Version MEREDITH CORPORATION, THE GUARANTORS NAMED ON SCHEDULE I HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of June 29, 2020 6.500% SENIOR SECURED NOTES DUE 2025 CROSS-REFERENCE TABLE Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7. |
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| June 30, 2020 |
EX-10.1 Exhibit 10.1 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG MEREDITH CORPORATION, THE SUBSIDIARY GUARANTORS PARTY HERETO and RBC CAPITAL MARKETS, LLC as representative of the Initial Purchasers (as defined herein) Dated as of June 29, 2020 $300,000,000 6.500% SENIOR SECURED NOTES DUE 2025 OF MEREDITH CORPORATION REGISTRATION RIGHTS AGREEMENT June 29, 2020 RBC Capital Markets, |
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| June 29, 2020 |
- ANNUAL REPORT FOR MEREDITH SAVINGS AND INVESTMENT PLAN 2019 11-K 1 form11-k2019.htm ANNUAL REPORT FOR MEREDITH SAVINGS AND INVESTMENT PLAN 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Commission file number 1-5128 MEREDITH SAVINGS AND INVESTMENT PLAN (Full title of the plan and the address of t |
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| June 26, 2020 |
Financial Statements and Exhibits, Other Events 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): June 25, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 1-5128 42-0410230 (State or other jurisdiction of incorporation or organization) (Commis |
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| June 26, 2020 |
EX-99.1 Exhibit 99.1 MEREDITH CORPORATION ANNOUNCES PRICING OF SENIOR SECURED NOTES AND ALLOCATION OF INCREMENTAL TERM LOANS DES MOINES, IA (June 25, 2020) – Meredith Corporation (NYSE: MDP; www.meredith.com) announced today that it has priced its offering of $300 million aggregate principal amount of 6.500% senior secured notes due 2025 (the “Senior Notes”) at par. Meredith also announced that it |
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| June 24, 2020 |
MEREDITH CORPORATION ANNOUNCES OFFERING OF SENIOR SECURED NOTES EX-99.1 Exhibit 99.1 MEREDITH CORPORATION ANNOUNCES OFFERING OF SENIOR SECURED NOTES DES MOINES, IA (June 24, 2020) – Meredith Corporation (NYSE: MDP; www.meredith.com) announced today it intends to offer $300 million of senior secured notes due 2025, subject to market and other conditions. The notes will be guaranteed on a senior secured basis by certain subsidiaries of the Company. The offering |
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| June 24, 2020 |
Risks Relating to Business Operations EX-99.2 Exhibit 99.2 In the confidential preliminary offering memorandum to be used in connection with a private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (“the Securities Act”), and to persons outside of the United States in compliance with Regulation S under the Securities Act by Meredith Corporation (the “Company”), the Company p |
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| June 24, 2020 |
Financial Statements and Exhibits, Other Events 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): June 24, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 1-5128 42-0410230 (State or other jurisdiction of incorporation or organization) (Commis |
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| June 22, 2020 |
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): June 22, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 1-5128 42-0410230 (State or other jurisdiction of incorporation or organization) (Commis |
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| June 22, 2020 |
EX-99.1 Exhibit 99.1 MEREDITH ANNOUNCES INTENTION TO REDEEM SERIES A PREFERRED STOCK AND RAISE $710 MILLION IN NEW DEBT; PROVIDES CAPITAL STRUCTURE UPDATES Expects Lower Cost of Capital, Enhanced Liquidity, and Greater Financial Flexibility Expects Approximately $165 Million of Cash at June 30, 2020, Excluding Impact of Transactions DES MOINES, IA (June 22, 2020) – Meredith Corporation (NYSE: MDP; |
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| June 8, 2020 |
Quarterly Report - FORM 10-Q/A - AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporatio |
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| May 19, 2020 |
Exhibit 10.2 Meredith Corporation 1716 Locust Street Des Moines, IA 50309 T 515-284-3000 Tom Harty Subject: Amendment to Employment Agreement Dear Tom, Our records indicate you are party to an Employment Agreement (“Agreement”) with Meredith Corporation (“Meredith”). Upon your acceptance below, this letter shall serve as an Amendment to the Agreement. Due to the unprecedented and negative effects |
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| May 19, 2020 |
Exhibit 22 MEREDITH CORPORATION List of Guarantor Subsidiaries The following table lists the guarantors of the unsecured senior notes maturing in 2026 issued by the Meredith Corporation (the Parent) as of March 31, 2020: Allrecipes. |
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| May 19, 2020 |
Exhibit 10.4 Meredith Corporation 1716 Locust Street Des Moines, IA 50309 T 515-284-3000 Patrick McCreery Subject: Amendment to Employment Agreement Dear Patrick, Our records indicate you are party to an Employment Agreement (“Agreement”) with Meredith Corporation (“Meredith”). Upon your acceptance below, this letter shall serve as an Amendment to the Agreement. Due to the unprecedented and negati |
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| May 19, 2020 |
Exhibit 10.3 Meredith Corporation 1716 Locust Street Des Moines, IA 50309 T 515-284-3000 John Zieser Subject: Amendment to Employment Agreement Dear John, Our records indicate you are party to an Employment Agreement (“Agreement”) with Meredith Corporation (“Meredith”). Upon your acceptance below, this letter shall serve as an Amendment to the Agreement. Due to the unprecedented and negative effec |
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| May 19, 2020 |
Exhibit 10.5 Meredith Corporation 1716 Locust Street Des Moines, IA 50309 T 515-284-3000 Jason Frierott Subject: Amendment to Employment Agreement Dear Jason, Our records indicate you are party to an Employment Agreement (“Agreement”) with Meredith Corporation (“Meredith”). Upon your acceptance below, this letter shall serve as an Amendment to the Agreement. Due to the unprecedented and negative e |
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| May 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| May 19, 2020 |
Exhibit 10.1 AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of February 19, 2020, among MEREDITH CORPORATION, as the Borrower, and CERTAIN SUBSIDIARIES OF MEREDITH CORPORATION, as Guarantors THE LENDERS PARTY HERETO, and ROYAL BANK OF CANADA, as Administrative Agent, Collateral Agent and Fronting Bank RBC CAPITAL MARKETS* , CREDIT SUISSE LOAN FUNDING LLC, BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS |
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| May 14, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 14, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (Comm |
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| May 14, 2020 |
Exhibit 99.2 Mike Lovell: Good morning and thanks everyone for joining us. Our call will begin with comments from President and Chief Executive Officer Tom Harty, followed by Chief Financial Officer Jason Frierott. Remarks this morning will include forward-looking statements, and actual results may differ from our forecasts. Reasons for differences are described at the end of our news release that |
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| May 14, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 14, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (Comm |
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| May 14, 2020 |
q320earningspresentation ([KLELW 1 4>.,7 '34=/$@,=?0= ,=9492>#=0>09?,?4:9 ,D (.32 .?/ |
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| May 14, 2020 |
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): May 12, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (Comm |
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| May 14, 2020 |
DIGITAL MEDIA EXPERT GREG COLEMAN APPOINTED TO MEREDITH BOARD Exhibit 99 DIGITAL MEDIA EXPERT GREG COLEMAN APPOINTED TO MEREDITH BOARD DES MOINES, IA (May 13, 2020) - The Meredith Corporation (NYSE: MDP; www. |
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| May 14, 2020 |
Exhibit 99 MEREDITH REPORTS FISCAL 2020 THIRD QUARTER AND NINE MONTH RESULTS COVID-19 Began Impacting Advertising Revenues in Mid-March Company Taking Decisive Actions to Ensure Financial Flexibility and Long-Term Financial Health Consumer Engagement Strong Across National and Local Media Group Metrics DES MOINES, IA (May 14, 2020) – Meredith Corporation (NYSE: MDP; meredith. |
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| May 11, 2020 |
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): May 11, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (Comm |
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| April 20, 2020 |
Exhibit 99.1 MEREDITH CORPORATION PROVIDES BUSINESS UPDATE AND RESPONSE TO COVID-19 DES MOINES, IA (April 20, 2020) - Meredith Corporation (NYSE: MDP; meredith.com), the leading multi-platform media company reaching more than 190 million American consumers and 95 percent of all women in the U.S., today provided an update on the impact of the COVID-19 pandemic on the company. “With most of our empl |
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| April 20, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 20, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (Co |
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| April 2, 2020 |
Exhibit 10.1 AMENDED AND RESTATED SEVERANCE AGREEMENT BETWEEN MEREDITH CORPORATION AND EXECUTIVE OFFICERS This Agreement is entered into as of the 9th of March, 2020 by and between MEREDITH CORPORATION, an Iowa corporation (the “Company”), and Jason Frierott, (the “Executive”). WHEREAS, the Executive has been offered and has accepted a high level position with the Company, and the Company recogniz |
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| April 2, 2020 |
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): March 30, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (Co |
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| April 2, 2020 |
Exhibit 10.2 March 24, 2020 Joseph H. Ceryanec Re: Separation Agreement and General Release Dear Joe: This confirms our understanding and agreement with respect to the terms and conditions associated with Your retirement from Your employment from Meredith Corporation (“Meredith” or the “Company”). Your employment with Meredith ended on March 31, 2020 (“Last Day of Employment”). 1.Regardless of whe |
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| February 27, 2020 |
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 27, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| February 27, 2020 |
EX-10 2 exhibit10frierottagree.htm EXHIBIT 10 EMPLOYMENT AGREEMENT - FRIEROTT Exhibit 10 EMPLOYMENT AGREEMENT AGREEMENT entered into as of February 25, 2020, by and between MEREDITH CORPORATION, an Iowa corporation (the “Company” or “Meredith”), and JASON FRIEROTT (“Frierott”), to become effective on March 9, 2020 (“Effective Date”). WITNESSETH: WHEREAS, the Company wishes to employ Frierott pursu |
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| February 27, 2020 |
MEREDITH CORPORATION NAMES JASON FRIEROTT VP & CHIEF FINANCIAL OFFICER Exhibit 99 MEREDITH CORPORATION NAMES JASON FRIEROTT VP & CHIEF FINANCIAL OFFICER DES MOINES, IA (February 27, 2020) - Meredith Corporation (NYSE:MDP) announced today that Jason Frierott has been named Vice President and Chief Financial Officer, effective March 9, 2020. |
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| February 12, 2020 |
MDP / Meredith Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MEREDITH CORP (Name of Issuer) Common Stock (Title of Class of Securities) 589433101 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 12, 2020 |
MDP / Meredith Corp. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Meredith Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 589433101 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 12, 2020 |
MDP / Meredith Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Meredith Corp Title of Class of Securities: Common Stock CUSIP Number: 589433101 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule |
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| February 10, 2020 |
Quarterly Report - PDF OF ENTIRE SUBMISSION begin 644 fy20q2decform10qproject.pdf M)5!$1BTQ+C4*,2 P(&]B:@H\/"]4>7!E("]086=E7!E("]086=E"B]087)E;G0@,2 P(%(*+TUE9&EA0F]X(%LP(# @-C$R M+C P(#65R($ED M96YT:69I8V%T:6]N($YO+EPI*2!4:B!%5"!1"D)4("]&,B Q,"XP,"!49B!% M5 I"5" O1C$@,3 N,# @5&8@150*<2 P(# @,"!R9R!"5" X-RXV," T-S&5C=71I=F4@;V8I(%1J($54(%$*<2 P(# @,"!R9R!"5" R,34N,C(@-#8V M+CDP(%1D("AF:6-E6UB;VPI(%1J($54(%$*0E0@+T8R(#@N,# @ M5&8@150*<2 P(# |
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| February 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organizati |
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| February 6, 2020 |
Exhibit 99 MEREDITH REPORTS STRONG FISCAL 2020 SECOND QUARTER AND FIRST HALF RESULTS AND REAFFIRMS FULL YEAR FISCAL 2020 OUTLOOK National Media Group Significantly Exceeds Expectations with Record Profit Performance Local Media Group Generates Record Results for a Non-Political Second Quarter DES MOINES, IA (February 6, 2020) – Meredith Corporation (NYSE: MDP; meredith. |
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| February 6, 2020 |
EX-99 2 fy20q2exh99ccs.htm EXHIBIT 99 - CONFERENCE CALL SCRIPT Exhibit 99 Mike Lovell: Good morning and thanks everyone for joining us. Our call will begin with comments from President and Chief Executive Officer Tom Harty, followed by Local Media Group President Patrick McCreery and Chief Financial Officer Joe Ceryanec. Remarks this morning will include forward-looking statements, and actual resu |
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| February 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 6, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) ( |
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| February 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 6, 2020 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) ( |
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| December 12, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 10, 2019 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| December 12, 2019 |
EX-99 2 meredithatubsdecember201.htm EXHIBIT 99 UBS Global TMT Conference December 2019 FORWARD-LOOKING STATEMENTS This presentation contains certain forward-looking statements that are subject to risks and uncertainties. These statements are based on management’s current knowledge and estimates of factors affecting the Company and its operations. Statements in this presentation that are forward-l |
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| November 15, 2019 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): November 13, 2019 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) |
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| November 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organizat |
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| November 12, 2019 |
DRAFT SEVERANCE AGREEMENT TO BE PRESENTED AT THE END OF THE RETENTION PERIOD EX-10.1 2 fy20q1exhibit101.htm RETENSION AGREEMENT - CERYANEC Exhibit 10.1 October 1, 2019 Joseph H. Ceryanec Re: Notice Regarding Retention Period Dear Joe: Meredith Corporation (“Meredith” or the “Company”) has accepted your notice of intent to retire and is pleased that you have agreed to continue your employment on the same terms as your existing arrangement through January 31, 2020, or such o |
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| November 7, 2019 |
EX-99 2 fy20q1exh99ccs.htm EXHIBIT 99 - CONFERENCE CALL SCRIPT Exhibit 99 Mike Lovell: Good morning and thanks everyone for joining us. Our call will begin with comments from President and Chief Executive Officer Tom Harty, followed by Local Media Group President Patrick McCreery and Chief Financial Officer Joe Ceryanec. Remarks this morning will include forward-looking statements, and actual resu |
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| November 7, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 2019 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) ( |
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| November 7, 2019 |
Exhibit 99 MEREDITH REPORTS FISCAL 2020 FIRST QUARTER RESULTS National Media Group Delivers Strong Operating Profit Growth Local Media Group Generates Record Revenues for a Non-Political First Quarter DES MOINES, IA (November 7, 2019) – Meredith Corporation (NYSE: MDP; meredith. |
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| November 7, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 2019 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) ( |
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| October 1, 2019 |
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): October 1, 2019 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 001-05128 42-0410230 (State or other jurisdiction of incorporation or organization) (C |
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| October 1, 2019 |
MEREDITH CHIEF FINANCIAL OFFICER JOE CERYANEC ANNOUNCES RETIREMENT Exhibit 99 MEREDITH CHIEF FINANCIAL OFFICER JOE CERYANEC ANNOUNCES RETIREMENT DES MOINES, IA (October 1, 2019) - Meredith Corporation (NYSE:MDP; www. |
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| September 27, 2019 |
MDP / Meredith Corp. DEFA14A - - FORM DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 27, 2019 |
MDP / Meredith Corp. DEF 14A - - FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 13, 2019 |
Annual Report - ANNUAL REPORT ON FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5128 MEREDITH CORPORATION (Exact name of |
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| September 13, 2019 |
Annual Report - PDF OF ENTIRE SUBMISSION begin 644 fy19q4form10kproject.pdf M)5!$1BTQ+C4*,2 P(&]B:@H\/"]4>7!E("]086=EB P(%1,( IQ(# @," P(')G($)4(#$U."XR," W-#DN,C,@5&0@*%5. M251%1"!35"D@5&H@150@40IQ(# @," P(')G($)4(#(Q,2XP.2 W-#DN,C,@ M5&0@*$$I(%1J($54(%$*<2 P(# @,"!R9R!"5" R,3<@-S0Y+C(S(%1D M("A415,@4T5#55))5$E%4R I(%1J($54(%$*<2 P(# @,"!R9R!"5" S,#$N M-3 @-S0Y+C(S(%1D("A!3D0@15A#2$%.1T4@0T]-34E34TE/3BD@5&H@150@ M40I"5" O1C(@,3 N,# @5&8 |
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| September 13, 2019 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Significant Subsidiary Jurisdiction of Incorporation TI Gotham Inc. |
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| September 10, 2019 |
MDP / Meredith Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Meredith Corp Title of Class of Securities: Common Stock CUSIP Number: 589433101 Date of Event Which Requires Filing of this Statement: August 30, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1 |
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| September 5, 2019 |
EX-99 2 fy19q4exh99ccs.htm EXHIBIT 99 - CONFERENCE CALL SCRIPT Exhibit 99 Mike Lovell: Good morning and thanks everyone for joining us. Our call will begin with comments from President and Chief Executive Officer Tom Harty, followed by Local Media Group President Patrick McCreery and Chief Financial Officer Joe Ceryanec. Remarks this morning will include forward-looking statements, and actual resu |
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| September 5, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): September 5, 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) (Co |
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| September 5, 2019 |
Exhibit 99 MEREDITH REPORTS FISCAL 2019 FOURTH QUARTER AND FULL YEAR RESULTS National Media Group Advertising Revenues Exceeded Expectations in 4th Quarter; Trends Remain Strong Local Media Group Delivers Third Straight Year of Record Financial Performance Fiscal 2019 Total Company Revenues Increase More Than 40 Percent to $3. |
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| September 5, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): September 5, 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) (Co |
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| August 30, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): August 28, 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) (Comm |
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| August 30, 2019 |
AND PROVIDE FISCAL 2020 OUTLOOK Exhibit 99 MEREDITH CORPORATION TO REPORT FISCAL 2019 FULL YEAR RESULTS SEPTEMBER 5 AND PROVIDE FISCAL 2020 OUTLOOK DES MOINES, IA (August 28, 2019) - Meredith Corporation (NYSE:MDP; www. |
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| August 30, 2019 |
MDP / Meredith Corp. NT 10-K - - NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: June 30, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For |
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| June 28, 2019 |
MDP / Meredith Corp. 11-K - - 11-K 11-K 1 form11-k2018.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Commission file number 1-5128 MEREDITH SAVINGS AND INVESTMENT PLAN (Full title of the plan and the address of the plan, if different from that of the issuer named bel |
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| June 10, 2019 |
NATIONAL MEDIA GROUP PRESIDENT JON WERTHER TO LEAVE MEREDITH EX-99 2 wertherdeparturepressrelea.htm EXHIBIT 99 - PRESS RELEASE ANNOUNCEMENT Exhibit 99 NATIONAL MEDIA GROUP PRESIDENT JON WERTHER TO LEAVE MEREDITH DES MOINES, IA (June 10, 2019) - Meredith Corporation (NYSE:MDP; www.meredith.com) announced today that National Media Group President Jon Werther has decided to leave Meredith, effective immediately. “We thank Jon for his numerous accomplishments i |
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| June 10, 2019 |
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): June 10, 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) (Commis |
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| May 14, 2019 |
Click here for Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 14, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2018 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| May 14, 2019 |
Quarterly Report - FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organiz |
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| May 14, 2019 |
Annual Report - PDF OF ENTIRE SUBMISSION begin 644 fy18q4juneform10ka.pdf M)5!$1BTQ+C4*,2 P(&]B:@H\/"]4>7!E("]086=EB P(%1,( IQ(# @," P(')G($)4(#$U-RXR," W-#DN,C,@5&0@ M*%5.251%1"!35"D@5&H@150@40IQ(# @," P(')G($)4(#(Q,"XP.2 W-#DN M,C,@5&0@*$$I(%1J($54(%$*<2 P(# @,"!R9R!"5" R,38N-3<@-S0Y+C(S M(%1D("A415,@4T5#55))5$E%4R I(%1J($54(%$*<2 P(# @,"!R9R!"5" S M,# N-3 @-S0Y+C(S(%1D("A!3D0@15A#2$%.1T4@0T]-34E34TE/3BD@5&H@ M150@40I"5" O1C(@,3 N,# @5 |
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| May 14, 2019 |
Quarterly Report - FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organiza |
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| May 14, 2019 |
Quarterly Report - PDF OF ENTIRE SUBMISSION begin 644 fy19q2decform10qa.pdf M)5!$1BTQ+C4*,2 P(&]B:@H\/"]4>7!E("]086=EB P(%1, M( IQ(# @," P(')G($)4(#$R-RXV-2 W,S@N.#<@5&0@*%5.251%1"!35"D@ M5&H@150@40IQ(# @," P(')G($)4(#$Y,2XQ,2 W,S@N.#<@5&0@*$$I(%1J M($54(%$*<2 P(# @,"!R9R!"5" Q.3@N.#D@-S,X+C@W(%1D("A415,@4T5# M55))5$E%4R I(%1J($54(%$*<2 P(# @,"!R9R!"5" R.3DN-C$@-S,X+C@W M(%1D("A!3D0@15A#2$%.1T4@0T]-34E34TE/3BD@5&H@150@40I"5" O1C(@ M,3(N,# @ |
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| May 14, 2019 |
Quarterly Report - PDF OF ENTIRE SUBMISSION begin 644 fy19q3mar10q.pdf M)5!$1BTQ+C,-"B63C(N>(%)E<&]R=$QA8B!'96YE7!E M("]);6%G90T*("]4>7!E("]83V)J96-T#0H@+U=I9'1H(#$T-#4@/CX-"G-T M<#HS,&8Q7D0K(B734F4R%)(EY$(D!%8B0Y8D!! M+B9(1T@Y(3PY=#LJ.V4R(C-T)K14PG3VH\*C5 4R9B6E)E+#)82"DL+B-')T!'7D%I5BXX0E9, M;FA5-4- ;DU#/C-6+B8I=31/44(E2U@N9CQ0/5)B+R%<7D4^05A>;UY:+$-( M75UB)S= 9B=Q<4=H4EPC.E5K3E1)/6=6+G$251(24M()%524$U2/3(W24XJ M;T=Q.SQO8R@I;2LU;"Y97DE6<& |
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| May 14, 2019 |
Quarterly Report - PDF OF ENTIRE SUBMISSION begin 644 fy19q1septform10qa.pdf M)5!$1BTQ+C4*,2 P(&]B:@H\/"]4>7!E("]086=EB P(%1, M( IQ(# @," P(')G($)4(#$R-RXV-2 W,S@N.#<@5&0@*%5.251%1"!35"D@ M5&H@150@40IQ(# @," P(')G($)4(#$Y,2XQ,2 W,S@N.#<@5&0@*$$I(%1J M($54(%$*<2 P(# @,"!R9R!"5" Q.3@N.#D@-S,X+C@W(%1D("A415,@4T5# M55))5$E%4R I(%1J($54(%$*<2 P(# @,"!R9R!"5" R.3DN-C$@-S,X+C@W M(%1D("A!3D0@15A#2$%.1T4@0T]-34E34TE/3BD@5&H@150@40I"5" O1C(@ M,3(N,# |
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| May 10, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 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) (Commiss |
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| May 10, 2019 |
MEREDITH CORP. FISCAL 2019 THIRD QUARTER INVESTOR CONFERENCE CALL Exhibit 99 MEREDITH CORP. FISCAL 2019 THIRD QUARTER INVESTOR CONFERENCE CALL Mike Lovell: Good morning and thanks everyone for joining us. Remarks this morning will include forward-looking statements, and actual results may differ from our forecasts. Some of the reasons are described at the end of our news release that was issued earlier this morning, and in some of our SEC filings. Certain financ |
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| May 10, 2019 |
MDP / Meredith Corp. NT 10-Q NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: March 31, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For |
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| May 10, 2019 |
Exhibit 99 MEREDITH REPORTS FISCAL 2019 THIRD QUARTER RESULTS National Media Group Delivers Improvement in Advertising Revenues Local Media Group Non-Political Spot Advertising Increases 6 Percent DES MOINES, IA (May 10, 2019) – Meredith Corporation (NYSE: MDP; meredith. |
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| May 10, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 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) (Commiss |
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| April 4, 2019 |
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): March 31, 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) (Commi |
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| March 21, 2019 |
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): March 19, 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) (Commi |
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| March 21, 2019 |
/s/ Jon Werther 3-19-19 Jon Werther Date EX-10 2 amendmenttoemploymentagree.htm EXHIBIT 10 Exhibit 10 Jon Werther 717 Montana Drive Morganville NJ 07751 Re: Amendment to Employment Agreement Dear Jon: This letter constitutes an Amendment (“Amendment”) to the letter agreement dated August 10, 2016 (“Agreement”) outlining the terms and conditions of your employment with Meredith Corporation (the “Company”). Upon execution by both parties, |
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| March 12, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 11, 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) (Commi |
