<PAGE>
SCHEDULE 14A INFORMATION
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MEREDITH CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 13, 1995
---------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of holders of common stock
and class B stock of Meredith Corporation (hereinafter called the "Company")
will be held at the Company's principal executive offices, 1716 Locust Street,
Des Moines, Iowa 50309-3023, on Monday, November 13, 1995, at 10:00 A.M., local
time, for the following purposes:
(1) To elect four Class III directors for terms expiring in 1998, as
provided in the Bylaws of the Company;
(2) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
By resolution of the Board of Directors, only holders of record of the
Company's common stock and class B stock at the close of business on September
15, 1995, are entitled to notice of and to vote at the meeting or at any
adjournment or adjournments thereof.
By Order of the Board of Directors,
THOMAS L. SLAUGHTER
VICE PRESIDENT--GENERAL COUNSEL
AND SECRETARY
Des Moines, Iowa
September 25, 1995
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD(S) IN THE ENVELOPE PROVIDED,
WHICH REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. YOUR VOTE IS
IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. A PROMPT RESPONSE IS
HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
<PAGE>
[LOGO]
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 13, 1995
-------------------
INTRODUCTION
This Proxy Statement is being sent to stockholders on or about September 25,
1995, in connection with the solicitation of proxies by the Board of Directors
of Meredith Corporation (the "Company") to be used in voting at the Annual
Meeting of holders of common stock and class B stock of the Company to be held
at the Company's principal executive offices, 1716 Locust Street, Des Moines,
Iowa 50309-3023, on Monday, November 13, 1995, at 10:00 A.M., local time, and at
any adjournment or adjournments thereof.
YOU ARE REQUESTED TO SIGN AND COMPLETE THE ENCLOSED PROXY CARD(S) AND RETURN
IT (THEM) IN THE ENCLOSED ENVELOPE.
Proxies in such form, if duly signed and received in time for voting, will
be voted in accordance with the directions of the stockholders. If no
instructions are specified in a proxy, the proxy will be voted by the proxy
holder FOR the election as directors of the nominees hereinafter named and in
its discretion upon such matters not presently known or determined which may
properly come before the meeting.
The affirmative vote of a majority of the total number of votes entitled to
be cast represented by shares present in person or by proxy, a quorum being
present, is required to elect directors and for any other matters which may
properly come before the meeting.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
The giving of a proxy does not preclude the right to vote in person or by
means of a subsequent proxy should the person giving the proxy so desire. Any
proxy may be revoked by giving notice to the Company in writing prior to the
meeting or in open meeting, but such revocation shall not affect any vote
previously taken.
The expense of soliciting proxies for the Annual Meeting, including the cost
of preparing, assembling and mailing the notice, proxy and Proxy Statement and
the reasonable costs of brokers, nominees and fiduciaries in supplying proxies
to beneficial owners, will be paid by the Company. The solicitation will be made
by the use of the mails, through brokers and banking institutions, and by
officers and regular employees of the Company.
SHARES ENTITLED TO VOTE
Each holder of common stock of record at the close of business on September
15, 1995, is entitled to one vote per share so held on all matters to come
before the meeting. At the close of business on September 15, 1995, there were
outstanding and entitled to vote at the Annual Meeting 20,811,204 shares of
common stock of the Company. Each holder of record of class B stock at the close
of business on September 15, 1995, is entitled to ten votes per share so held on
all matters to come before the meeting. At the close of business on September
15, 1995, there were outstanding and entitled to vote at the Annual Meeting
6,729,025 shares of class B stock of the Company, for a total of 67,290,250
votes.
In determining whether a quorum exists at the Annual Meeting for purposes of
all matters to be voted on, all votes, including votes to "withhold authority,"
will be counted. Broker non-votes will not be counted
1
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in such base for each proposal. Therefore, a broker non-vote will have no
effect. If an individual has signed a proxy card but failed to indicate a vote
"for," "withhold authority" or "for all except," such proxy will be voted in
favor of such proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Under regulations of the Securities and Exchange Commission, persons who
have power to vote or to dispose of shares of the Company, either alone or
jointly with others, are deemed to be beneficial owners of such shares. Because
the voting or dispositive power of certain stock listed in the following table
is shared, in some cases the same securities are listed opposite more than one
name in the table. In addition, in some cases, the same securities may be listed
in more than one column opposite the same person's name in the table (as for
example when a person holds sole dispositive power but shared voting power with
respect to shares). The total number of the Company's shares as listed in the
table, after elimination of such duplication is 5,157,431 shares of common stock
(approximately 25% of the outstanding common stock) and 5,606,537 shares of
class B stock (approximately 81% of the outstanding class B stock).
For all purposes in this Proxy Statement, all references to numbers of
shares and per share prices reflected herein have been adjusted to reflect a
two-for-one stock split of the Company's stock in the form of a stock dividend
effected March 16, 1995.
2
<PAGE>
Set forth below is information as of June 30, 1995 (unless otherwise
indicated), concerning each person who is known to management to be the
beneficial owner of more than five percent (5%) of any class of the Company's
voting securities, and security ownership by management.
<TABLE>
<CAPTION>
COMMON STOCK OWNED CLASS B STOCK OWNED(2)
----------------------------------- --------------------------------
SOLE VOTING SHARED SOLE VOTING SHARED
OR VOTING OR OR VOTING OR
INVESTMENT INVESTMENT % OF INVESTMENT INVESTMENT % OF
NAME AND ADDRESS POWER POWER CLASS(1) POWER POWER CLASS
------------------------------------------------------ ----------- ---------- -------- ----------- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
(a) BENEFICIAL OWNERS OF MORE THAN 5%
E.T. Meredith III, Director(3)(4)(6).................. 2,041,890 46,206 20% 2,606,788 46,206 38%
1716 Locust Street
Des Moines, Iowa 50309-3023
Frederick B. Henry, Director(3)(4)(8)................. 310,700 20,262 10% 913,024 960,894 27%
1657 Art School Road
Chester Springs, Pennsylvania 19425
Patrick Henry, Jr.(3)(6).............................. 0 0 4% 25,650 907,194 14%
P.O. Box 3077
Aspen, Colorado 81611
Norwest Corporation(5)(6)............................. 0 0 3% 284,972 348,183 9%
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Fidelity Investments(6)............................... 2,270,976 0 11% 0 0 0
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109-3614
(b) DIRECTORS, NOT LISTED ABOVE, INCLUDING NOMINEES
AND NAMED EXECUTIVE OFFICERS
Herbert M. Baum, Director(8).......................... 3,496 0 * 0 0 0
Robert A. Burnett, Director(4)(8)..................... 67,448 0 * 35,148 24,000 *
Pierson M. Grieve, Director(8)........................ 8,020 0 * 0 0 0
Larry D. Hartsook, Vice President-Finance(7).......... 18,033 0 * 0 0 0
Joel W. Johnson, Director(8).......................... 1,496 0 * 0 0 0
Philip A. Jones, President-Broadcasting Group(7)...... 33,881 0 * 0 0 0
William T. Kerr, Director, President & COO(7)......... 62,509 0 * 0 0 0
Robert E. Lee, Director(8)............................ 9,420 0 * 1,400 0 *
Richard S. Levitt, Director(4)(8)..................... 8,020 12,000 * 0 12,000 *
Christopher M. Little, President-Publishing
Group(7).............................................. 12,285 0 * 0 0 0
Nicholas L. Reding, Director(8)....................... 3,666 0 * 0 0 0
Jack D. Rehm, Director, Chairman of the
Board & CEO(4)(7)..................................... 167,285 672 * 22,729 672 *
Barbara S. Uehling, Director(8)....................... 8,220 0 * 200 0 *
(c) ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP(3)(4)(5)(6)(7)(8) (17 persons)............. 2,806,695 79,760 30% 3,580,948 1,043,772 67%
<FN>
- - ---------
* Less than one percent.
(1) The calculation of percentage of class of Common Stock Owned includes any
amounts of common stock deemed to be owned by the stockholder as a result
of the stockholder's ownership of class B stock which is convertible, share
for share, into common stock.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
(2) Class B stock is not transferable except to members of the family of the
holder and certain other related entities. Class B stock, however, is
convertible, share for share, at any time into fully transferable common
stock without the payment of any consideration.
(3) Includes shares owned by various trusts. The inclusion of these shares is
not to be taken as an admission by the named stockholder of beneficial
ownership of these shares for any other purpose.
(4) Includes any shares beneficially owned by spouses and relatives living in
the same home with the named individuals.
(5) Includes any shares beneficially owned by Norwest Bank Iowa, N.A., a
subsidiary of Norwest
Corporation.
(6) Information as of December 31, 1994, based on Schedule 13G filed with the
Securities and Exchange Commission.
(7) Includes shares held by Norwest Bank Iowa, N.A., as trustee under the
Meredith Savings and Investment Plan for the benefit of certain officers,
which shares are voted by the trustee only at the direction of the
individual plan participants. The inclusion of these shares is not to be
taken as an admission by the respective officers of ownership of these
shares for any other purpose.
(8) Messrs. Robert A. Burnett, Pierson M. Grieve, Frederick B. Henry, Robert E.
Lee, Richard S. Levitt, Nicholas L. Reding, and Dr. Barbara S. Uehling each
were awarded nonqualified stock options to purchase shares of Meredith
Corporation common stock under the Company's 1993 Stock Option Plan for
Non-Employee Directors on November 9, 1993. On or after November 9, 1994,
the options on up to 800 of those shares were exercisable and on or after
November 9, 1995, the options on an additional 600 shares are exercisable
(up to 1,400 shares on a cumulative basis). Messrs. Herbert M. Baum, Robert
A. Burnett, Pierson M. Grieve, Frederick B. Henry, Joel W. Johnson, Robert
E. Lee, Richard S. Levitt, Nicholas L. Reding, and Dr. Barbara S. Uehling
each were awarded nonqualified stock options to purchase shares of Meredith
Corporation common stock under the Company's 1993 Stock Option Plan for
Non-Employee Directors on November 15, 1994. On or after November 15, 1995,
the options on up to 800 of those shares are exercisable.
</TABLE>
SECTION 16(A) REPORTING DELINQUENCIES
Each director and executive officer of the Company is required to report to
the Securities and Exchange Commission, by specified dates, his or her
transactions in the Company's stock. Frederick B. Henry, Larry D. Hartsook,
Philip A. Jones, William T. Kerr, Allen L. Sabbag, and Joseph J. Ward each
inadvertently failed to file a single report of a grant of stock options in
1993. Previous filings with the SEC on behalf of each individual were corrected
to include the grants by amended Form 4 and Form 5 filings. In 1995, Larry D.
Hartsook, Philip A. Jones, William T. Kerr, Christopher M. Little, Jack D. Rehm,
Allen L. Sabbag and Joseph J. Ward each were late in filing Form 5s to reflect
shares attributed to each person's Savings and Investment Plan account. The
Company filed the above-referenced forms for the above-listed persons.
ELECTION OF DIRECTORS
The Restated Articles of Incorporation provide that the Board of Directors
shall consist of not fewer than three nor more than 15 persons, as may be
provided by the Bylaws, to be divided into three classes, each class to consist,
as nearly as may be possible, of one-third of the total number of directors. The
Bylaws provide that the number of directors shall be fixed from time to time by
resolution of the Board of Directors. The last resolution provided for 12
directors. The proxies cannot be voted for a greater number of persons than the
number of nominees named herein.
Listed below are the four persons who have been nominated as Class III
directors to serve three-year terms to expire in 1998. All nominees are
currently serving as directors. Messrs. Burnett, Levitt and Meredith were
previously elected by the stockholders. Mr. Johnson was appointed by the Board
of Directors to fill a vacancy due to the retirement of Mr. Gerald D. Thornton.
Should any of these nominees become
4
<PAGE>
unable to serve, an event which is not anticipated by the Company, the proxies,
except those from stockholders who have given instructions to withhold voting
for the following nominees, will be voted for such other person as management
may nominate. Certain information concerning each of the four nominees and each
of the continuing directors is set forth below.
NOMINEES FOR ELECTION AS CLASS III DIRECTORS--
TERMS EXPIRE IN 1998
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE
NOMINEE, AGE AND YEAR DURING THE PAST FIVE YEARS AND OTHER
FIRST ELECTED AS A DIRECTOR INFORMATION
- - ------------------------------------------ --------------------------------------
<S> <C>
Robert A. Burnett, 68, 1969............... Consultant, Meredith Corporation, 1992
to present; Retired. Chairman of the
Board, Meredith Corporation, 1989 to
1992. Mr. Burnett is a director of
Whirlpool Corporation, MidAmerican
Energy Company (formerly Midwest
Resources) and ITT Corporation.
Joel W. Johnson, 52, 1994................. President and Chief Executive Officer,
Hormel Foods Corporation (producer and
marketer of meat and food products),
1993 to present; President, Hormel
Foods Corporation, 1992 to 1993;
Executive Vice President, Hormel
Foods Corporation, 1991 to 1992;
Executive Vice President and General
Manager, Oscar Mayer Foods
Corporation (a subsidiary of
KGF/Philip Morris, a diversified
company in food and tobacco
products), 1986 to 1991. Mr. Johnson
is a director of Hormel Foods
Corporation.
Richard S. Levitt, 65, 1971............... Chairman and Chief Executive Officer,
Nellis Corporation (private capital
management), 1988 to present. Mr.
Levitt is a director of Gaylord
Container Corporation and Norwest
Corporation.
E. T. Meredith III, 62, 1966.............. Chairman of the Executive Committee,
Meredith Corporation, 1988 to present.
</TABLE>
5
<PAGE>
DIRECTORS CONTINUING IN OFFICE AS CLASS I DIRECTORS--
TERMS EXPIRE IN 1996
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE
DIRECTOR, AGE AND YEAR DURING THE PAST FIVE YEARS AND OTHER
FIRST ELECTED AS A DIRECTOR INFORMATION
- - ------------------------------------------ --------------------------------------
<S> <C>
Pierson M. Grieve, 67, 1985............... Chairman, Ecolab, Inc. (developer and
marketer of cleaning, sanitizing and
maintenance products and services),
1992 to present; Chairman and Chief
Executive Officer, Ecolab, Inc.,
1992 to March, 1995; Chairman,
President and Chief Executive
Officer, Ecolab, Inc., 1985 to 1992.
Mr. Grieve is a director of Ecolab,
Inc.; St. Paul Companies, Inc.;
Norwest Corporation; U S West, Inc.;
Minnegasco, a subsidiary of NorAm,
Inc.; and Waldorf Corporation.
Robert E. Lee, 60, 1982................... Executive Director, The Denver
Foundation (community foundation),
1989 to present. Mr. Lee is a
director of Equitable of Iowa
Companies and Storage Technology
Corporation.
Jack D. Rehm, 62, 1988.................... Chairman of the Board, Meredith
Corporation, July 1992 to present;
Chief Executive Officer, Meredith
Corporation, 1989 to present;
President, Meredith Corporation,
1988 to July, 1994. Mr. Rehm is a
director of Equitable of Iowa
Companies, International Multifoods
Corporation and Norwest Bank
Iowa, N.A.
Barbara S. Uehling, 63, 1980.............. Executive Director of the
Business-Higher Education Forum
(non-profit organization that
addresses issues of mutual concern
to business and higher education),
February, 1995 to present; Interim
Director of the
Business-Higher Education Forum,
July, 1994 to February, 1995;
Chancellor, University of
California, Santa Barbara, 1987 to
July, 1994.
</TABLE>
6
<PAGE>
DIRECTORS CONTINUING IN OFFICE AS CLASS II DIRECTORS--
TERMS EXPIRE IN 1997
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE
DIRECTOR, AGE AND YEAR DURING THE PAST FIVE YEARS AND OTHER
FIRST ELECTED AS A DIRECTOR INFORMATION
- - ------------------------------------------ --------------------------------------
<S> <C>
Herbert M. Baum, 58, 1994................. Chairman & Chief Executive Officer,
Quaker State Corporation (producer of
motor oil and lubricants and
marketer of products and services in
the automotive aftermarket), July,
1995 to present; President, Chair-
man & Chief Executive Officer,
Quaker State Corporation, 1993 to
June, 1995; Executive Vice President
& President, Campbell North and
South America, Campbell Soup Company
(producer and marketer of food
products), 1992 to 1993; Executive
Vice President & President, Campbell
North America, Campbell Soup
Company, 1990 to 1992; Senior Vice
President & President, Campbell
U.S.A., Campbell Soup Company, 1986
to 1990. Mr. Baum is a director of
Quaker State Corporation.
Frederick B. Henry, 49, 1969.............. President, The Bohen Foundation
(private charitable foundation), 1985
to present.
William T. Kerr, 54, 1994................. President and Chief Operating Officer,
Meredith Corporation, July, 1994 to
present; President-Magazine Group
and Executive Vice President,
Meredith Corporation, 1991 to 1994;
Vice President of The New York Times
Company (diversified media company
with interests in newspaper and
magazine publishing and
broadcasting) and President of its
Magazine Group, 1984 to 1991. Mr.
Kerr is a director of Principal
Mutual Life Insurance Company.
Nicholas L. Reding, 60, 1992.............. Vice Chairman, Monsanto Company
(diversified company in
pharmaceuticals, food products and
agriculture chemicals), 1992 to
present; Executive Vice President,
Monsanto Company, 1990 to 1992;
Executive Vice President, Monsanto
Company and President, Monsanto
Agricultural Company (an operating
unit of Monsanto Company), 1986 to
1990. Mr. Reding is a director of
Monsanto Company, International Mul-
tifoods Corporation and CPI
Corporation.
</TABLE>
BOARD COMMITTEES
In fiscal 1994-95 there were five standing committees of the Board of
Directors:
AUDIT COMMITTEE. The members of this committee are Messrs. Levitt
(Chairman), Henry, Johnson and Lee and Dr. Uehling. The committee is composed
entirely of non-employee directors. The committee reviews with the Company's
outside auditors the scope and results of the annual audit, determines the
responsibilities and scope of the Company's internal audit department and
carries on such other activities as required to give additional assurances
regarding financial information used by the Board and distributed to outsiders.
COMPENSATION/NOMINATING COMMITTEE. The members of this committee are Messrs.
Lee (Chairman), Henry, Levitt and Reding. The committee is composed entirely of
non-employee directors. The committee reviews and approves changes in corporate
officers' salaries and salary administration plans and programs,
7
<PAGE>
approves prior to adoption any management incentive, bonus or stock plans or
agreements and administers such plans as required. The Company's Bylaws were
amended effective November 14, 1994, giving the committee full authority to
nominate directors to serve on the Board. The committee will consider
stockholder recommendations for directors sent to the Compensation/Nominating
Committee, c/o Thomas L. Slaughter, Meredith Corporation, 1716 Locust Street,
Des Moines, Iowa 50309-3023.
EXECUTIVE COMMITTEE. The members of this committee are Messrs. Meredith
(Chairman), Burnett, Kerr, Levitt and Rehm. The committee has, during intervals
between meetings of the Board, all the authority of the Board in management of
the business except for the authority to declare dividends, fix compensation of
any members of the committee, amend or repeal certain resolutions of the Board,
or make fundamental changes in the corporate structure of the Company.
FINANCE COMMITTEE. The members of this committee are Messrs. Reding
(Chairman), Baum, Burnett, Grieve and Lee. The committee advises the Board with
respect to corporate financial policies and procedures, dividend policy,
specific corporate financing plans and annual operating and capital budgets. It
also provides financial advice and counsel to management, appoints depositories
of corporate funds and specifies conditions of deposit and withdrawal,
supervises corporate investment portfolios and reviews capital expenditure
requests by management within the limits established by the Board.
PENSION COMMITTEE. The members of this committee are Messrs. Grieve
(Chairman), Baum, Henry and Johnson and Dr. Uehling. The committee reviews
pension plans and amendments to ascertain that they are being administered in
accordance with their terms and are providing authorized benefits, reviews
levels and types of benefits and recommends changes. The committee recommends to
the Board investment objectives for pension funds, reviews the performance of
the funds and recommends to the Board such committees it deems desirable for the
administration of the pension plans.
During fiscal 1994-95, the full Board met four times, the Audit Committee
met four times, the Finance Committee met four times, the
Compensation/Nominating Committee met five times, the Pension Committee met
three times and the Executive Committee met twice. During fiscal 1994-95, no
director participated in fewer than 75% of the meetings of the Board and the
committees on which such director served.
During fiscal 1994-95, non-employee directors received an annual retainer of
$20,000 and $800 for each committee meeting ($600 for telephone meetings) and
each board meeting attended, with a $200 meeting supplement for committee
chairs. To encourage directors' ownership of Meredith stock, directors have the
opportunity to receive the annual retainer in restricted stock under the
Meredith Corporation 1990 Restricted Stock Plan for Non-Employee Directors. If a
director elects to receive restricted stock, the retainer for the year is
increased by 5% and converted to stock. The restricted stock vests at the end of
five years following the grant. During fiscal 1994-95, all non-employee
directors, with two exceptions, participated in the program. The 1993 Stock
Option Plan for Non-Employee Directors is a further encouragement of directors'
ownership of Meredith stock. Each non-employee director receives an option to
purchase 2,000 shares of Company common stock on the day following each Annual
Meeting of Stockholders. Employee directors receive no compensation for board
service. If a non-employee member of the Board of Directors retires from the
Board, the director receives a monthly retirement benefit equal to 1/12 of the
annual retainer fee for directors at the date of such retirement, for a period
equal to the number of full calendar months during which the director served on
the Board, not to exceed 120 months. Pursuant to a consulting agreement, Robert
A. Burnett, former Chairman of the Board and a current director, receives not
less than $150,000 per year through July 1, 1997.
REPORT OF THE COMPENSATION/NOMINATING COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation/Nominating Committee reviews, considers and approves
changes in the compensation of the Company's officers. The Committee administers
various stock and other compensation-related plans provided for the benefit of
the Company's officers, directors, and other key managers, with the purpose of
encouraging the participants to achieve the Company's performance goals. The
Compensation/ Nominating Committee is composed entirely of independent outside
directors. There are no Compensation Committee interlocks or insider
participation on the Committee. The Committee has provided the following report
on executive compensation for inclusion in this Proxy Statement:
8
<PAGE>
COMPENSATION PHILOSOPHY
The Company's executive compensation philosophy has the following
objectives:
(1) To provide compensation opportunities competitive with those available
at comparable firms in the specific industries in which the Company
conducts its businesses and the national marketplace;
(2) To provide the opportunity to earn beyond competitive levels if superior
operating performance and stockholder returns are achieved;
(3) To design incentives that balance the need to meet or exceed annual
operating plans with the need to grow the business long term and provide
superior stockholder returns;
(4) To provide clear, controllable and measurable objectives for the
executives to meet; and
(5) To attract, retain and motivate top-caliber executives in each market
segment in which the Company competes.
Pay for performance, which is directly linked to both short-term and
long-term compensation, is the foundation of the compensation program for the
Company's Chief Executive Officer and other executive officers.
Section 162(m) of the Internal Revenue Code, enacted under the Revenue
Reconciliation Act of 1993, limits the deductibility of certain items of
compensation paid to the CEO and to each of the named executive officers to
$1,000,000 annually. The Committee believes that it is in the best interests of
the Company to receive maximum tax deductibility for compensation paid to the
CEO and the other executive officers under Section 162(m). The Committee will
continue to study Section 162(m) and the implementing regulations and their
impact upon the Company's compensation program. The Committee has adopted
appropriate changes to the Company's long-term and short-term incentive programs
to provide for the deductibility of compensation received under the plans, but
reserves the right to provide for compensation to the CEO and other executive
officers, that may not be deductible, if in the best interests of the Company
and the stockholders.
CEO AND EXECUTIVE OFFICER COMPENSATION PROGRAM ELEMENTS
Periodic media and general industry competitive market reviews of executive
compensation are conducted with the assistance of outside compensation
consultants. The Company's compensation program strives to be competitive in
relation to the market data available. The Committee establishes CEO and other
executive officer base salaries within the mid-range of the market survey data.
Short-term and long-term incentive targets are set in the same manner. Superior
performance may result in compensation beyond the mid-range.
For all purposes of this Report of the Compensation/Nominating Committee,
all references to numbers of shares and per share prices reflected herein have
been adjusted to reflect a two-for-one stock split of the Company's stock in the
form of a stock dividend effected March 16, 1995.
BASE SALARY. Salaries for the CEO and executive officer group are based on
the marketplace value of each job and on individual contributions and
performance. The performance of the CEO and each executive officer is reviewed
annually by the Committee. Salary increases are based primarily on the annual
merit reviews. The rates of increase are tied to both individual performance and
general executive compensation trends.
Mr. Rehm's annual base salary, pursuant to his employment contract, was
increased from $500,000 to $525,000 for the 1994-1995 fiscal year. In providing
this increase, the Committee considered the Company's continued strong financial
performance, the increase in the price of the Company's stock, and competitive
media marketplace factors. Mr. Rehm's salary is within the mid-range of salaries
for comparable positions as reported in the competitive markets surveyed.
SHORT-TERM INCENTIVE PROGRAM. The Company's Management Incentive Plan
provides the CEO and other executive officers with an annual incentive to attain
established financial and overall performance
9
<PAGE>
targets. For the 1994-1995 fiscal year, at least 85% of the incentive awards to
the CEO and all other executive officers was based on specific financial targets
relating to earnings and cash flow, with the balance relating to predetermined
qualitative organizational objectives.
The goals for each participant are reviewed and revised annually in
connection with the approval of the budget for the upcoming fiscal year. For the
1994-1995 fiscal year, the incentive payments for goal achievement for the CEO
were set at 50% of base salary for achieving target and up to 125% of base
salary for achieving performance above target. The incentive payments for the
other executive officers ranged from 40% to 45% for achieving target and up to
100% to 112.5% for achieving performance above target. At each quarterly meeting
of the Committee, the progress of the CEO and the other executive officers
toward meeting the quantitative goals established for the fiscal year was
reviewed.
For the 1994-1995 fiscal year, Mr. Rehm received an incentive award of
$650,000, based on the Company's surpassing financial targets for earnings and
cash flow, and in recognition of achieving qualitative organizational goals. The
incentive award to Mr. Rehm was determined primarily by the Company
significantly exceeding budgeted earnings. In addition, cash flow for the
Company exceeded target. Other factors considered by the Committee in
determining Mr. Rehm's award were the accomplishments related to the Company's
core businesses. In addition, the Committee recognized the over 19% improvement
in the price of the Company's common stock during the fiscal year.
For the 1994-1995 fiscal year, the other named executive officers received
incentive awards totaling $1,290,000. For the corporate officers, the awards
were based on the Company's surpassing financial targets for earnings and cash
flow and in recognition of the achievement of qualitative goals. For the
operating group officers, the awards were based on the relevant group surpassing
financial targets for earnings and cash flow, the Company's surpassing financial
targets for earnings and in recognition of the achievement of qualitative goals.
LONG-TERM INCENTIVE PROGRAM. In the 1994-1995 fiscal year, the Committee
utilized the grant of nonqualified stock options under the 1992 Meredith
Corporation Stock Incentive Plan (the "1992 Plan") and the grant of restricted
stock under the Company's 1986 Restricted Stock Award Plan (the "1986 Plan") and
under the 1992 Plan to the executive officers in the implementation of its
long-term incentive program.
The nonqualified stock options awarded by the Committee under the 1992 Plan
during the 1994-1995 fiscal year as part of the long-term incentive program are
exercisable one-third per year over the three-year period commencing on the
first anniversary of the award date. The options granted will expire on the
tenth anniversary of the date of grant. In August, 1995, the Committee acted in
accordance with its authority under the 1992 Plan to permit the exercise by
current employee grantees of outstanding and granted options, other than the
options granted under the 15% ROE program described below, upon the grantees'
termination of employment due to death, retirement or disability and to permit
the exercise of all such options vested through the respective expiration dates.
All options granted during fiscal year 1994-1995 carry an exercise price at fair
market value on the date of grant. The restrictions on the stock awarded under
the 1986 Plan and 1992 Plan as part of the long-term incentive program will
lapse in five years from the date of grant.
During fiscal year 1994-1995 the named executive officers, other than Mr.
Rehm, were granted an aggregate total of 122,400 nonqualified stock options at
$23.125 per share and 21,800 shares of restricted stock in furtherance of the
Committee's desire to encourage the executive officers to focus on long-term
performance and stockholder value under the long-term incentive plan.
FIFTEEN PERCENT RETURN ON EQUITY PROGRAM. In fiscal year 1994-1995, the
Committee granted nonqualified stock options and restricted stock with
performance restrictions on vesting under the 1992 Plan as an incentive to Mr.
Rehm and the other executive officers to achieve the Company's stated goal of
achieving and retaining a Return on Equity ("ROE") of at least 15%. Mr. Rehm was
granted 32,028 shares of nonqualified stock options at $23.125 per share and
25,000 shares of restricted stock. The restrictions on a graduated number of
shares up to 75% of the restricted stock awarded will lapse in 1997 if the
Company achieves a ROE for fiscal year 1996-1997 equal to or greater than
14.50%. The restrictions on 25% of the restricted stock awarded will lapse in
1998 if the Company achieves a ROE of at least 15% for fiscal year 1997-1998.
The restricted stock on which the restrictions do not lapse due to the failure
to achieve the Company's ROE goals will be forfeited to the Company. The options
granted to Mr. Rehm will become exercisable in February, 2004, but a graduated
number of options up to 75% of the number granted will become exercisable in
1997 if the Company achieves a ROE for fiscal year 1996-1997 equal to or greater
than
10
<PAGE>
14.50%. Twenty-five percent of the options will become exercisable in 1998 if
the Company achieves a ROE of at least 15% for the 1997-1998 fiscal year. The
options will expire on the earlier to occur of the tenth anniversary of the date
of grant or the fourth anniversary of the date of Mr. Rehm's retirement.
The other named executive officers were granted an aggregate total of
220,186 nonqualified stock options at $23.125 per share with the same exercise
conditions as described above for the options granted to Mr. Rehm. The options
will expire on the earlier to occur of the tenth anniversary of the date of
grant or after the end of employment.
Subsequent to the grant of restricted stock and nonqualified stock options
described above, the Company adopted a change in accounting principle related to
subscription acquisition costs in compliance with Practice Bulletin 13 issued by
the Accounting Standards Executive Committee ("AcSEC") of the AICPA interpreting
SOP 93-7 also issued by AcSEC. The adoption of this accounting change has
affected the Company's ROE due to the fiscal 1995 charge to earnings of
$46,160,000, substantially reducing the Company's reported stockholders' equity.
The Committee has identified adjustments to be made to the ROE to eliminate the
effect of the adoption of this accounting principle on the ROE to determine
whether the conditions for vesting described above are met.
THE MEREDITH EXECUTIVE STOCK OWNERSHIP PROGRAM. A stock ownership program
has been designed by the Committee utilizing the 1992 Plan. The purpose of the
program is to encourage increased Company stock holdings by executive officers
and other key managers. Target levels of individual stock holdings are
established for the participants in the program at one or two times base pay.
Each participant is awarded restricted stock equal to 20% of his or her personal
acquisitions of Company stock since the last day of the prior fiscal year. The
incremental stock holdings must be maintained for a specified period of time in
order for the restrictions to lapse. The Committee believes this program will
provide further incentives to the participants to focus on long-term Company
performance and stockholder value. Mr. Rehm participated in the program and
achieved his target level prior to the 1994-1995 fiscal year but did not receive
an award of restricted stock. The other named executive officers received an
aggregate total of 1,600 shares of restricted stock under this program in
addition to the shares reported above during fiscal year 1994-1995.
OTHER COMPENSATION
The CEO and other executive officers are eligible to participate in the
Company benefit plans described elsewhere in this Proxy Statement under the
terms of those plans and without consideration of achievement of performance
standards.
PEER GROUP SELECTION AND COMPARATIVE ANALYSIS
The Company does not believe that the published indices accurately reflect
the mix of businesses in which the Company competes. Therefore, the Company has
in good faith selected a Peer Group of 13 media and broadcast companies for the
purpose of preparing the stockholder performance graph contained elsewhere in
this Proxy Statement. Recognizing that there are no other companies that have
the same combination of businesses as the Company, the companies selected for
the Peer Group have multimedia businesses primarily with publishing and/or
television broadcasting in common with the Company.
Many of the companies selected for the Peer Group are larger and/or engaged
in businesses other than the Company's core businesses. Consequently, for the
purposes of compensation comparisons, the Company and the Committee have chosen
to use broader media and general industry survey information that includes
information on members of the Peer Group. The Committee has attempted to
maintain the compensation for the CEO and other executive officers at a level
close to the mid-range of the surveyed groups.
CONCLUSION
The Committee believes that the Company's executive compensation programs
effectively tie executive pay to the performance of the Company and to
stockholder value.
Mr. Robert E. Lee, Chairman
Mr. Frederick B. Henry
Mr. Richard S. Levitt
Mr. Nicholas L. Reding
11
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table provides a summary of compensation paid to the CEO and
the four most highly compensated executive officers of the Company for services
rendered to the Company during each of the last three fiscal years.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------------------
AWARDS
ANNUAL COMPENSATION ------------------------------------
--------------------------------- SECURITIES
OTHER UNDERLYING PAYOUTS
ANNUAL RESTRICTED STOCK OPTION -------- ALL OTHER
COMPEN- AWARD(S) AWARDS LTIP COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION (1)(2)(3)(4) (3)(5) PAYOUTS(6) SATION(7)
- - ----------------------------------- ---- -------- -------- ------- --------------------- ------------ -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Jack D. Rehm..... Chairman of the 1995 $525,000 $650,000 * $601,563 32,028 -- 18,907
Board
and Chief 1994 500,000 625,000 * 0 0 382,320 18,635
Executive
Officer 1993 452,500 593,750 * 0 300,000 0 0
William T. President and 1995 440,000 490,000 * 211,750 128,284 -- 14,945
Kerr............. Chief
Operating 1994 366,500 308,000 * 98,044 35,400 222,000 18,430
Officer
1993 340,000 355,000 * 64,688 33,000 0 20,523
Christopher M. President-Publishing 1995 336,000 332,000 * 96,250 89,328 -- 19,510
Little(8)........
Group
Philip A. President-Broadcasting 1995 302,000 293,000 * 197,313 79,814 -- 16,285
Jones............
Group 1994 287,000 287,000 * 68,994 28,200 31,800 17,598
1993 267,500 150,000 * 49,163 26,400 6,000 6,966
Larry D. Vice 1995 183,500 175,000 * 57,750 45,160 -- 16,444
Hartsook......... President-Finance
1994 175,000 158,000 * 43,575 13,800 118,000 17,223
1993 150,000 135,000 * 25,875 12,000 0 0
<FN>
- - ------------
* Less than required reportable amount.
(1) ACCUMULATED RESTRICTED STOCK**
AGGREGATE
SHARES YEAR-END VALUE
------- --------------
Jack D. Rehm................................... 167,262*** 4,244,273
William T. Kerr................................ 45,200 1,146,950
Christopher M. Little.......................... 6,800 172,550
Philip A. Jones................................ 23,200 588,700
Larry D. Hartsook.............................. 12,000 304,500
** Adjusted for the two-for-one stock split on March 16, 1995.
*** Includes 54,862 shares Mr. Rehm acquired through the conversion of
deferred long-term awards, and 25,000 shares awarded with restrictions
that lapse only if the Company achieves certain ROE goals (see note 4
below). Dividends are paid on reported restricted stock.
(2) Restricted stock awards vest five years after date of grant except for Mr.
Rehm who has both five- and ten-year vesting restrictions and restrictions
that lapse only if the Company achieves certain ROE goals (see note 4
below) and Mr. Kerr who has shares vesting at three, four, five, six and
seven years.
(3) Adjusted for the two-for-one stock split on March 16, 1995.
(4) On August 10, 1994, Mr. Rehm was awarded 25,000 shares of restricted stock
with performance restrictions. The restrictions on a graduated number of
shares up to 75% of the restricted stock will lapse in 1997 if the Company
achieves a Return on Equity ("ROE") equal to or greater than 14.50% for the
1996-97 fiscal year. The restrictions on 25% of the shares of restricted
stock will lapse in 1998 if the Company achieves a ROE of at least 15% for
the 1997-98 fiscal year. The restricted stock on which the restrictions do
not lapse due to the failure to achieve those ROE goals will be forfeited
to the Company.
(5) On August 10, 1994, Mr. Rehm and the other named executive officers were
granted an aggregate of 252,214 nonqualified stock options exercisable in
February, 2004, but with an acceleration of vesting to
</TABLE>
12
<PAGE>
<TABLE>
<S> <C>
1997 on a graduated number up to 75% if the Company achieves a ROE for
fiscal year 1996-97 equal to or greater than 14.50%. Twenty-five percent of
the options will become exercisable in 1998 if the Company achieves a ROE
of at least 15% for the 1997-98 fiscal year.
(6) The Company's Long-Term Executive Incentive Plan has been discontinued. The
1994 payouts are the final payouts under the plan.
(7) This column discloses: (a) matching contributions made by the Company equal
to 75% of the first 5% of the employee's contributions to the Meredith
Savings and Investment Plan, a defined contribution plan available
generally to the employees of the Company. The Company made matching
contributions to the plan of $7,110 for Mr. Rehm; $3,645 for Mr. Kerr;
$7,110 for Mr. Little; $5,625 for Mr. Jones and $5,784 for Mr. Hartsook,
and (b) life insurance premiums paid by the Company on policies that are
owned by the employees under split dollar insurance arrangements as
follows: Mr. Rehm $11,797; Mr. Kerr $11,300; Mr. Little $12,400; Mr. Jones
$10,660 and Mr. Hartsook $10,660.
(8) Not employed by the Company as an executive officer prior to July 1, 1994.
</TABLE>
OPTION GRANTS TABLE
The following table sets forth certain information with respect to options
to purchase shares of the Company's common stock awarded during the 1994-95
fiscal year to the named executive officers. All options granted were
nonqualified options. No stock appreciation rights alone or in tandem with stock
options were awarded in fiscal year 1994-95. The option exercise price is no
lower than the fair market value of the Company's common stock on the date of
the grant. All options become exercisable in installments of one-third on the
first three anniversaries of the date of grant except for options granted under
the Company's 15% Return on Equity ("ROE") program. Options granted under the
15% ROE program are exercisable in February, 2004, but with the acceleration of
the vesting to 1997 on a graduated number of up to 75% of the options granted if
the Company achieves a ROE for fiscal year 1996-97 equal to or greater than
14.50%. Twenty-five percent of the options will become exercisable in 1998 if
the Company achieves a ROE of at least 15% for the 1997-98 fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------ POTENTIAL REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL RATES OF
SECURITIES % OF TOTAL STOCK PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE FOR OPTION TERM(3)
OPTIONS TO EMPLOYEES IN OR BASE EXPIRATION --------------------------
NAME GRANTED FISCAL YEAR(1) PRICE ($) DATE(2) 5%($) 10%($)
---------------------------------------- ---------- ----------------- --------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack D. Rehm............................ 32,028 4.12% 23.125 August 10, 2004 465,789 1,180,401
William T. Kerr......................... 128,284 16.51% 23.125 August 10, 2004 1,865,658 4,727,945
Christopher M. Little................... 89,328 11.50% 23.125 August 10, 2004 1,299,114 3,292,210
Philip A. Jones......................... 79,814 10.27% 23.125 August 10, 2004 1,160,750 2,941,568
Larry D. Hartsook....................... 45,160 5.81% 23.125 August 10, 2004 656,770 1,664,385
All Stockholders........................ -- -- -- -- 399,714,104 1,012,954,019
<FN>
- - ---------
(1) Total options granted to employees during the fiscal year were 777,092, as
adjusted for the two-for-one stock split on March 16, 1995. Of that total,
252,214 were granted to the named executive officers under the Company's
15% ROE program.
(2) Options are exercisable for one year after death or termination of
employment due to disability and three years after retirement, but not
later than the expiration date, except for the options granted Mr. Rehm,
which are exercisable for a period ending on the earlier of the expiration
date or four years after retirement. In August, 1995, the
Compensation/Nominating Committee acted in accordance with its authority
under the 1992 Plan to permit the exercise by current employee grantees of
outstanding
</TABLE>
13
<PAGE>
<TABLE>
<S> <C>
and granted options, other than the options granted under the 15% ROE
program, upon the grantees' termination of employment due to death,
retirement or disability and to permit the exercise of all such options
vested through the respective expiration dates.
(3) As required by the rules of the Securities and Exchange Commission, the
dollar amounts under these columns represent the hypothetical gain or
"option spread" that would exist for the options based on assumed 5% and
10% annual compounded rates of stock price appreciation over the full
option term. The prescribed rates are not intended to forecast possible
future appreciation.
</TABLE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth as to each named executive officer
information with respect to the status of all options granted as of June 30,
1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION/SAR
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END(#)(1) FY-END($)(1)
SHARES ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------------------ --------------- ----------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack D. Rehm........................ 0 0 100,000 50,000 1,215,500 607,750
Jack D. Rehm........................ 0 0 100,000 82,028 885,000 514,563
William T. Kerr..................... 0 0 29,800 162,884 316,878 618,520
Christopher M. Little............... 0 0 10,000 100,328 106,180 303,953
Philip A. Jones..................... 0 0 27,000 107,414 292,066 442,822
Larry D. Hartsook................... 0 0 12,600 58,360 135,478 226,706
<FN>
- - ------------
(1) As adjusted for the two-for-one stock split on March 16, 1995.
</TABLE>
14
<PAGE>
COMPARISON OF STOCKHOLDER RETURN
The following graph compares the performance of the Company's common stock
during the period July 1, 1990, to June 30, 1995, with the S&P 500 Index and a
Peer Group of 13 companies engaged in multimedia businesses primarily with
publishing and/or television broadcasting in common with the Company.
The S&P 500 Index includes 500 U.S. companies in the industrial,
transportation, utilities and financial sectors and is weighted by market
capitalization. The Peer Group selected by the Company for comparison, which is
also weighted by market capitalization, is comprised of the following: A.H. Belo
Corporation; Capital Cities/ABC, Inc.; Gannett Company, Inc.; Lee Enterprises,
Inc.; McGraw-Hill, Inc.; Media General, Inc.; New York Times Company; Reader's
Digest Association, Inc.; E. W. Scripps Company; Time Warner, Inc.; Times Mirror
Company; Tribune Company and Washington Post Company. No changes have occurred
in the Peer Group composition from the prior year.
The graph depicts the results of investing $100 in the Company's common
stock, the S&P 500 Index and the Peer Group at closing prices on June 30, 1990.
It assumes that dividends were reinvested.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MDP S&P 500 PEER GROUP
<S> <C> <C> <C>
1990 100 100 100
1991 92 107 95
1992 94 122 109
1993 125 138 123
1994 150 140 132
1995 182 173 166
</TABLE>
RETIREMENT PROGRAMS AND EMPLOYMENT AGREEMENTS
The Company maintains separate qualified defined benefit plans for its union
and nonunion employees, as well as two nonqualified supplemental pension plans
covering certain nonunion employees. Defined benefit plans and the supplemental
pension plans are actuarial plans and the amount of the contribution with
respect to a specific person cannot readily be separately calculated by the
regular actuaries for the plans. The Company makes annual contributions to the
qualified plans.
Effective September 1, 1989, the defined benefit plan for nonunion employees
was converted to a "cash balance" defined benefit plan. Under the cash balance
plan, pension benefits accrued by participants as of the end of the 1989 plan
year (ending August 31, 1989) were converted to a cash balance equal to the lump
sum present value of their accrued benefits plus an amount equal to the
participant contributions, if any, made under the plan before it became
non-contributory in 1982, and interest on such contributions. A participant's
cash balance at the end of each plan year is credited with the sum of 2.5% of
his or her annual employment compensation (including bonuses) not in excess of
covered compensation (i.e., the average of Social Security taxable wage bases in
effect for the 35 calendar years ending with the calendar year in which the
current plan year began), 5.0% of the portion of such compensation that exceeds
covered compensation,
15
<PAGE>
and .1% of his or her annual employment compensation (including bonuses) times
his or her full years of benefit service credited under the plan. Interest also
is credited to each participant's cash balance as of the end of each plan year
at a rate equal to the interest rate used by the Pension Benefit Guaranty
Corporation for the purpose of valuing immediate annuities as of January 1 each
year. The cash balance of each participant in the plan on September 1, 1989,
whose age and service then totaled 600 or more months, shall be further
increased at the end of each plan year ending before January 1, 1999, if such
cash balance as of the end of that year would be less than the lump sum present
value of a monthly pension for life commencing on the participant's normal
retirement date equal to 1% of his or her average monthly compensation
(including bonuses) for the five consecutive calendar years in which he or she
participated in the plan that provide the highest average within the last ten
consecutive calendar years, plus .65% of the portion of such average monthly
compensation that exceeds 1/12 of covered compensation, times his or her years
of benefit service not in excess of 25 years.
The first supplemental pension plan provides benefits for designated
employees equal to the additional benefits they would have received under the
cash balance plan if the maximum benefit and compensation limits under Sections
415 and 401(a)(17) of the Internal Revenue Code did not apply. The second
supplemental pension plan provides benefits for designated employees equal to
the benefits they would have received if the qualified defined benefit plan for
nonunion employees as in effect on August 31, 1989, immediately prior to its
conversion to a "cash balance" plan, had continued in effect unchanged, but
reduced by the actual benefits to which such employees become entitled under the
cash balance plan and the first supplemental pension plan.
As of September 1, 1994, the latest date for which information is available,
257 employees participated in the bargaining unit defined benefit plan. As of
January 1, 1995, the latest date for which information is available, 1,904
nonunion employees participated in the nonunion defined benefit plans. Assuming
retirement at age 65, estimated annual retirement benefits under the nonunion
qualified plan as in effect for the 1995 plan year would be as follows:
PENSION TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE*
FINAL AVERAGE --------------------------------------
COMPENSATION 10 15 20 25
- - -------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$100,000 $ 15,684 $ 23,525 $ 31,367 $ 39,209
150,000 25,684 38,525 51,367 64,209
200,000 35,684 53,525 71,367 89,209
300,000 55,684 83,525 111,367 139,209
400,000 75,684 113,525 151,367 189,209
500,000 95,684 143,525 191,367 239,209
600,000 115,684 173,525 231,367 289,209
<FN>
- - ---------
* Service prior to September 1, 1989, may cause these amounts to be increased
due to the conversion of the defined benefit plan (including the
participant contributions, if any) to the cash balance formula. Service
credit is capped at 25 years, so there are no incremental retirement
benefits under the qualified plan for years after 25 years of service.
</TABLE>
As of January 1, 1995, the credited years of service for individuals listed
in the compensation table above are as follows: Jack D. Rehm, Chairman and Chief
Executive Officer--32 years; William T. Kerr, President and Chief Operating
Officer--3 years; Philip A. Jones, President-Broadcasting Group--15 years;
Christopher M. Little, President-Publishing Group--2 years; and Larry D.
Hartsook, Vice President-Finance-- 25 years. For 1994, covered compensation for
purposes of the supplemental pension plans including bonuses was $1,331,811 for
Jack D. Rehm, Chairman and Chief Executive Officer; $811,037 for William T.
Kerr, President and Chief Operating Officer; $611,739 for Philip A. Jones,
President-Broadcasting Group; $467,400 for Christopher M. Little,
President-Publishing Group; and $397,223 for Larry D. Hartsook, Vice
President-Finance.
The Company has an agreement with Jack D. Rehm that provides for his
employment as Chief Executive Officer and Chairman or in such other capacity as
mutually agreed upon through October 31,
16
<PAGE>
1997. Prior to January 1, 1993, Mr. Rehm received an annual salary of not less
than $430,000. From January 1, 1993, forward, Mr. Rehm will receive an annual
salary of not less than $475,000 and an annual incentive bonus determined under
the terms of the Company's Management Incentive Plan. At June 30, 1995, Mr.
Rehm's base salary was $525,000. In the event of the termination of Mr. Rehm's
employment due to death, his then current annual base salary will be paid to his
designated beneficiary for a period of 12 months following the date of death. In
the event Mr. Rehm becomes permanently disabled, his annual base salary will
continue to be paid at periodically reduced rates through October 31, 1998. If
Mr. Rehm is discharged for reasons other than cause, the Company will continue
to pay Mr. Rehm his annual base salary through October 31, 1997.
The Company has entered into an agreement with William T. Kerr that provides
for his employment through June 30, 1994, subject to automatic renewal for
subsequent one-year terms. The agreement provides that Mr. Kerr will serve as
President-Magazine Group and corporate Executive Vice President or in such other
executive position as designated by the Company. Mr. Kerr was elected to the
position of President and Chief Operating Officer and as a Director of the
Company effective July 1, 1994. Mr. Kerr receives a minimum annual salary of
$325,000 and an incentive bonus determined under the terms of the Company's
Management Incentive Plan. For the fiscal year ending June 30, 1995, Mr. Kerr's
base salary was $440,000. In addition to participating in the Meredith
Employees' Retirement Income Plan, the Meredith Savings and Investment Plan and
the Company's supplemental retirement plans, the Company has established a
Minimum Supplemental Retirement Benefit Program ("MSRBP") for the benefit of Mr.
Kerr. The MSRBP provides for a minimum retirement benefit equal to the benefits
Mr. Kerr would have received under the retirement plans of a previous employer
offset by benefits accrued under the Company's pension plans. The MSRBP also
provides for a death benefit related to the value of the accrued benefit under
the MSRBP.
Messrs. Rehm, Kerr and the other executive officers of the Company have all
entered into Severance Agreements with the Company. These agreements provide for
the payment to the executive of an amount equal to three times the average
annual base salary and incentive compensation paid to the executive during the
three fiscal years immediately prior to a change in control of the Company as
defined in detail in the agreements. Two Restricted Stock Agreements entered
into with Mr. Rehm in 1992 provide for the lapse of the restrictions in the
event of a change in control of the Company, as defined in the agreements.
STOCKHOLDERS' PROPOSALS
Stockholders wishing to include proposals in the Company's Proxy Statement
and form of proxy for the 1996 Annual Meeting of Stockholders must submit the
proposals so that they are received by the Company no later than May 28, 1996.
The proposals should be addressed to Thomas L. Slaughter, Meredith Corporation,
1716 Locust Street, Des Moines, Iowa 50309-3023.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendations of its Audit Committee, the Board of Directors of the
Company selected KPMG Peat Marwick as independent public accountants of the
Company and its subsidiaries for the fiscal year ending June 30, 1996. KPMG Peat
Marwick examined the financial statements of the Company and its subsidiaries
for the most recently completed fiscal year. Representatives of that firm are
expected to be present at the Annual Meeting with an opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions presented at the meeting by stockholders.
FURTHER BUSINESS
Except as hereinbefore stated, the management knows of no further business
intended to be presented at the meeting, but, if any further business properly
comes before the meeting, the persons named in the enclosed form of proxy will
vote all proxies in accordance with their best judgment.
THOMAS L. SLAUGHTER
VICE PRESIDENT-GENERAL COUNSEL
AND SECRETARY
Des Moines, Iowa
September 25, 1995
17
<PAGE>
PROXY - Common Stock
MEREDITH CORPORATION
/x/ Please mark votes
as in this example
PROXY SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF MEREDITH CORPORATION FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
November 13, 1995
FREDERICK B. HENRY, E.T. MEREDITH III and JACK D. REHM, and each of them are
hereby appointed proxies of the stockholder(s) signing below, with power of
substituion acting by a majority of proxies present and voting, or if only one
proxy is present and voting, then acting by that one, to vote the shares of
Meredith Corporation common stock which said stockholder(s) is(are) entitled to
vote, at the ANNUAL MEETING OF STOCKHOLDERS to be held at the company's
principal executive offices, 1716 Locust Street, Des Moines, Iowa 50309-3023, on
Monday, November 13, 1995, at 10:00 A.M., local time, and at any adjournment
thereof, with all the powers the signing stockholder(s) would possess if
present. The Directors recommend a vote FOR such matters. The proxies are
instructed to vote as follows:
With- For All
For hold Except
1. Election of four directors as described in / / / / / /
the Company's Proxy Statement.
CLASS III DIRECTORS TO SERVE UNTIL THE ANNUAL MEETING IN 1998, AS PROVIDED IN
THE BYLAWS OF THE COMPANY:
ROBERT A. BURNETT, JOEL W. JOHNSON, RICHARD S. LEVITT, E.T. MEREDITH III
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE[S], MARK THE "FOR
ALL EXCEPT" BOX ABOVE AND WRITE THE NOMINEE NAME[S] ON THE LINE BELOW.)
- - --------------------------------------------------------------------------------
2. In their discretion, upon such other matters as may properly come before the
meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL
BE VOTED FOR PROPOSAL 1 AS SHOWN ABOVE AND AS SET FORTH IN THE NOTICE OF ANNUAL
MEETING DATED SEPTEMBER 25, 1995.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the related Proxy Statement.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized official. If a
partnership, please sign in partnership name by an authorized person.
--------------------
Please be sure to date this Proxy Date
and sign in the box below.
- - -----------------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
- - -----------------------------------------------------------
- - - Detach above card, sign, date and mail in postage-paid envelope provided. -
[MEREDITH LOGO]
- - --------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- - --------------------------------------------------------------------------------
<PAGE>
PROXY--Class B Common Stock
MEREDITH CORPORATION
/x/ Please mark votes
as in this example
PROXY SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF MEREDITH CORPORATION FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
November 13, 1995
FREDERICK B. HENRY, E.T. MEREDITH III and JACK D. REHM, and each of them are
hereby appointed proxies of the stockholder(s) signing below, with power of
substituion acting by a majority of proxies present and voting, or if only one
proxy is present and voting, then acting by that one, to vote the shares of
Meredith Corporation Class B stock which said stockholder(s) is(are) entitled to
vote, at the ANNUAL MEETING OF STOCKHOLDERS to be held at the company's
principal executive offices, 1716 Locust Street, Des Moines, Iowa 50309-3023,
on Monday, November 13, 1995, at 10:00 A.M., local time, and at any adjournment
thereof, with all the powers the signing stockholder(s) would possess if
present. The Directors recommend a vote FOR such matters. The proxies are
instructed to vote as follows:
With- For All
For hold Except
1. Election of four directors as described in / / / / / /
the Company's Proxy Statement.
CLASS III DIRECTORS TO SERVE UNTIL THE ANNUAL MEETING IN 1998, AS PROVIDED IN
THE BYLAWS OF THE COMPANY:
ROBERT A. BURNETT, JOEL W. JOHNSON, RICHARD S. LEVITT, E.T. MEREDITH III
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE[S], MARK THE "FOR
ALL EXCEPT" BOX ABOVE AND WRITE THE NOMINEE NAME[S] ON THE LINE BELOW.)
- - --------------------------------------------------------------------------------
2. In their discretion, upon such other matters as may properly come before the
meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL
BE VOTED FOR PROPOSAL 1 AS SHOWN ABOVE AND AS SET FORTH IN THE NOTICE OF ANNUAL
MEETING DATED SEPTEMBER 25, 1995.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the related Proxy Statement.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized official. If a
partnership, please sign in partnership name by an authorized person.
--------------------
Please be sure to date this Proxy Date
and sign in the box below.
- - -----------------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
- - -----------------------------------------------------------
- - - Detach above card, sign, date and mail in postage-paid envelope provided. -
[MEREDITH LOGO]
- - --------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- - --------------------------------------------------------------------------------
Sign, Date & Mail your proxy card today
