Viad Corp (NYSE:VVI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

(e) Viad Corp (the Company) held its annual meeting of
shareholders on May 18, 2017, in Phoenix, Arizona (the 2017
Annual Meeting). At the 2017 Annual Meeting, the Companys
shareholders approved the 2017 Viad Corp Omnibus Incentive Plan
(the 2017 Plan), which was adopted by our Board of Directors (the
Board) on February 22, 2017, subject to shareholder approval at
the 2017 Annual Meeting. The effective date of the 2017 Plan is
May 18, 2017.

The 2017 Plan replaced the Companys 2007 Viad Corp Omnibus Stock
Plan (the 2007 Plan) as the vehicle used to make annual and
long-term equity incentive awards. From and after the effective
date of the 2017 Plan, no further awards may be made under the
2007 Plan, although awards previously granted under the 2007 Plan
will remain outstanding in accordance with their respective
terms. A description of the material terms and conditions of the
2017 Plan is provided on pages 58 66 of Viads proxy statement for
the 2017 Annual Meeting filed with the SEC on April 10, 2017 (the
Proxy Statement).

The description of the 2017 Plan is qualified in its entirety by
reference to the full text of the 2017 Plan attached hereto as
Exhibit 10.1 which is incorporated by reference into this Item
5.02.

Copies of the forms of Restricted Stock Agreement Non-Employee
Directors, Restricted Stock Agreement Executives, and Restricted
Stock Units Agreement, which will be used for awards under the
2017 Plan are attached hereto as Exhibits 10.2, 10.3, and 10.4,
respectively.

(a) On May 18, 2017, the Company held its annual meeting of
shareholders. A total of 18,672,873 shares of the Companys Common
Stock, or 91.62% of outstanding shares of Common Stock, were
represented in person or by proxy at the 2017 Annual Meeting.

(b) The following proposals are described in detail in the
Companys Proxy Statement. The final voting results for each of
the matters submitted to a shareholder vote at the 2017 Annual
Meeting are set forth below:

Proposal One: Election of Directors. The Companys shareholders
reelected all director nominees in an uncontested election, based
on the following voting results:

Proposal Two: Ratification of Viads Independent Public
Accountants for 2017. The Companys shareholders ratified the
appointment of Deloitte Touche LLP as its independent registered
public accountants for the 2017 fiscal year, based on the
following voting results:

Proposal Three: Advisory Approval of Named Executive Officer
Compensation. The Companys shareholders approved on an advisory
basis named executive officer compensation, based on the
following voting results:

Proposal Four: Advisory vote on the frequency of holding future
advisory votes on compensation of named executive officers. The
Companys shareholders recommended on an advisory basis that we
conduct future executive compensation votes every year, based on
the following voting results:

In line with this recommendation by the Companys shareholders,
the Board has decided that it will include an advisory
shareholder vote on executive compensation in its proxy materials
every year until the next required advisory vote on the frequency
of shareholder votes on executive compensation or until the Board
otherwise determines that a different frequency for advisory
votes on named executive officer compensation is in the best
interest of shareholders. The Company is required to hold votes
on such frequency every six years.

Proposal Five: Proposal to approve the 2017 Viad Corp Omnibus
Incentive Plan. The Companys shareholders approved the 2017 Viad
Corp Omnibus Incentive Plan, based on the following voting
results:

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

About Viad Corp (NYSE:VVI)

Viad Corp is an international experiential services company. The Company has operations in the United States, Canada, the United Kingdom, continental Europe and the United Arab Emirates. The Company conducts its operations through three business segments: the Marketing & Events U.S. Segment (U.S. Segment), the Marketing & Events International Segment (the International Segment) (collectively, the Marketing & Events Group), and the Travel & Recreation Group. The Marketing & Events Group, which includes the operations of Global Experience Specialists, Inc. (GES), is a global provider for live events. The Travel & Recreation Group provides experiential travel services in iconic locations. The Marketing & Events Group, through GES, produces exhibitions, congresses and conferences, corporate events, consumer events, exhibits and entertainment experiences. The Travel & Recreation Group has a collection of hotels, lodges, recreational attractions and transportation services.

Viad Corp (NYSE:VVI) Recent Trading Information

Viad Corp (NYSE:VVI) closed its last trading session down -0.10 at 43.30 with 44,873 shares trading hands.