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 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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] No fee required
[ ] 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 transactions 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] MEREDITH CORPORATION
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 8, 1999
------------------
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 8, 1999, at 10:00 A.M., local
time, for the following purposes:
(1) To elect four Class I directors for terms expiring in 2002, as
provided in the Bylaws of the Company.
(2) To consider and act upon a proposal of the Compensation/Nominating
Committee of the Board of Directors to reaffirm previously approved
business criteria, classes of eligible participants and maximum annual
incentives awarded under the Company's Management Incentive Plan.
(3) 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
1, 1999, 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,
/s/ John S. Zieser
JOHN S. ZIESER
VICE PRESIDENT -- GENERAL COUNSEL
AND SECRETARY
Des Moines, Iowa
September 27, 1999
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 IS APPRECIATED.
<PAGE>
[LOGO] MEREDITH CORPORATION
------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 8, 1999
------------------
INTRODUCTION
This Proxy Statement is being sent to stockholders on or about September
27, 1999, 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 8, 1999, 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
holders FOR the election as directors of the nominees hereinafter named, FOR the
proposal to reaffirm previously approved business criteria, classes of eligible
participants and maximum annual incentives awarded under the Company's
Management Incentive Plan and in their discretion upon such matters not
presently known or determined that 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, to reaffirm previously approved matters
relating to the Company's Management Incentive Plan and to approve any other
matters that may properly come before the meeting. Proxies relating to "street
name" shares that are voted on certain matters, but not on other matters
("broker non-votes") will be treated as shares present for purposes of
determining the presence of a quorum on all matters, but will be treated as
shares entitled to vote only as indicated. Broker non-votes will have no effect
on any proposal at this annual 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 use of the mail, through brokers and banking institutions, and by
officers and regular employees of the Company.
SHARES ENTITLED TO VOTE
Each holder of record of common stock at the close of business on September
1, 1999, is entitled to one vote per share so held on all matters to come before
the meeting. At the close of business on September 1, 1999, there were
outstanding and entitled to vote at the Annual Meeting, 40,747,287 shares of
common stock of the Company. Each holder of record of class B stock at the close
of business on
1
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September 1, 1999, is entitled to ten votes per share so held on all matters to
come before the meeting. At the close of business on September 1, 1999, there
were outstanding and entitled to vote at the Annual Meeting, 11,040,216 shares
of class B stock of the Company, for a total of 151,149,447 votes.
In determining whether a quorum exists at the Annual Meeting for purposes
of all matters to be voted on, all votes "for" or "against," as well as all
abstentions (including votes to "withhold authority" to vote in certain cases),
will be counted. Abstentions with respect to a particular proposal will be
counted as part of the base number of votes to be used in determining if that
particular proposal has received the requisite percentage of base votes for
approval, while broker non-votes will not be counted in such base for each
proposal. Therefore, an abstention will have the same practical effect as a vote
"against" such proposal, while a broker non-vote will have no effect. If an
individual has signed a proxy card but failed to indicate a vote "for,"
"against," or "withhold authority," such proxy will be voted FOR the election as
directors of the nominees therein named and FOR the proposal to reaffirm
previously approved business criteria, classes of eligible participants and
maximum annual incentives awarded under the Company's Management Incentive Plan
and in their discretion upon such matters not presently known or determined that
may properly come before the meeting.
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.
Set forth below is information as of July 31, 1999, concerning security
ownership by each person who is known to management to be the beneficial owner
of more than 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 (1)
- ---------------- ----------- ---------- --------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
(a) BENEFICIAL OWNERS OF MORE THAN 5%
E.T. Meredith III, Director (3)(4)(6) ...... 1,116,894 374,400 18% 7,061,552 302,836 67%
1716 Locust Street
Des Moines, Iowa 50309-3023
Frederick B. Henry, Director (3)(6)(9) ..... 781,787 619,608 6% 71,899 869,790 9%
100 West Hallam Street
Aspen, Colorado 81611
(b) DIRECTORS, NOT LISTED ABOVE, INCLUDING
NOMINEES, AND NAMED EXECUTIVE OFFICERS
Leo R. Armatis, Vice President --
Corporate Relations (4)(5)(7) ............ 150,781 29,080 * 771 0 *
Herbert M. Baum, Director (6)(9) ........... 26,392 0 * 0 0 0
Barbara U. Charlton, Director (6)(9) ....... 26,906 0 * 400 0 *
Mary Sue Coleman, Director (6) ............. 3,800 0 * 0 0 0
Christina A. Gold, Nominee ................. 0 0 0 0 0 0
Joel W. Johnson, Director (6)(9) ........... 22,085 0 * 0 0 0
William T. Kerr, Director
Chairman & CEO (4)(5)(7)(10) ............. 615,394 15,000 2% 0 0 0
Stephen M. Lacy, Vice President --
Chief Financial Officer (5)(7) ........... 20,228 0 * 0 0 0
Robert E. Lee, Director (6)(9) ............. 35,195 0 * 2,800 0 *
</TABLE>
2
<PAGE>
<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 (1)
- ---------------- ----------- ---------- --------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Richard S. Levitt, Director (4)(6)(9) ...... 43,302 24,000 * 0 24,000 *
Christopher M. Little, President --
Publishing Group (4)(5)(7) ............... 414,224 5,600 1% 0 0 0
John P. Loughlin, President --
Broadcasting Group (4)(5)(7) ............. 134,708 1,700 * 0 0 0
Philip A. Marineau, Director (6) ........... 3,068 0 * 0 0 0
Nicholas L. Reding, Director (6)(9) ........ 31,854 0 * 0 0 0
Jack D. Rehm, Director (4)(6)(9) ........... 581,580 10,068 2% 45,547 1,344 *
(c) ALL DIRECTORS AND EXECUTIVE OFFICERS AS
A GROUP (3)(4)(5)(6)(7)(8)(9)(10)
(18 persons) ............................. 4,009,993 1,079,456 29% 7,182,969 1,197,970 76%
</TABLE>
- ------------------------
* 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. Any such conversion would have the effect of
reducing a stockholder's percentage ownership of class B stock.
(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 shares beneficially owned by spouses and relatives living in the
same home with the named individuals, and includes shares owned by family
partnerships.
(5) 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.
(6) Includes shares which are subject to presently exercisable stock options or
options exercisable within 60 days following the date of this Security
Ownership Chart by non-employee directors under the Company's 1993 Stock
Option Plan for Non-Employee Directors as follows: 18,000 shares for
Messrs. Robert E. Lee, Richard S. Levitt and Nicholas L. Reding; 14,000
shares for Messrs. Herbert M. Baum and Joel W. Johnson; 4,300 shares for
Dr. Barbara U. Charlton; 2,000 shares for Dr. Mary Sue Coleman and 2,000
shares for Mr. Jack D. Rehm and an additional 564,056 shares for Mr. Rehm
under the Company's 1992 and 1996 Stock Incentive Plans.
(7) Includes shares which are subject to presently exercisable stock options or
options exercisable within 60 days following the date of this Security
Ownership Chart by executive officers under the Company's 1992 and 1996
Stock Incentive Plans as follows: 482,368 shares for Mr. William T. Kerr;
374,256 shares for Mr. Christopher M. Little; 135,736 shares for Mr. Leo R.
Armatis; 107,900 shares for Mr. John P. Loughlin; and 13,800 shares for Mr.
Stephen M. Lacy.
(8) Includes 1,204,360 shares which are subject to presently exercisable stock
options or options exercisable within 60 days following the date of this
Security Ownership Chart by the directors and executive officers as a
group.
(9) Includes stock equivalents held by the non-employee directors under the
Company's 1990 Restricted Stock Plan for Non-Employee Directors as follows
(rounded to the closest whole number): 5,530 shares for Mr. Richard S.
Levitt; 4,931 shares for Mr. Robert E. Lee; 3,929 shares for Mr. Joel W.
Johnson; 1,651 shares for Mr. Nicholas L. Reding; 1,435 shares for Mr.
Frederick B. Henry; 946 shares for Mr. Jack D. Rehm; and 820 shares for Mr.
Herbert M. Baum; for an aggregate total of 19,242 shares.
(10) Includes 43,297 stock equivalents held by Mr. William T. Kerr.
3
<PAGE>
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 I
directors to serve three-year terms to expire in 2002. Three nominees are
currently serving as directors and were previously elected by the stockholders.
In addition, Christina A. Gold was nominated as a Class I director by the Board
of Directors to fill the vacancy created by Barbara U. Charlton's retirement
from the Board, effective as of the Annual Meeting. Should any of these nominees
become unable to serve prior to the upcoming Annual Meeting, 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 the Compensation/Nominating Committee may
nominate. Certain information concerning each of the four nominees for Class I
directors and each of the continuing directors is set forth below.
NOMINEES FOR ELECTION AS CLASS I DIRECTORS --
TERMS TO EXPIRE IN 2002
<TABLE>
<CAPTION>
YEAR
FIRST ELECTED PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NOMINEE AGE AS A DIRECTOR DURING THE PAST FIVE YEARS AND OTHER INFORMATION
- ------------------ --- ------------- --------------------------------------------------------------------
<S> <C> <C> <C>
Robert E. Lee 64 1982 President, Glacier Properties, Inc. (private investment firm), 1986
to present; Executive Director, Emeritus, The Denver Foundation
(community foundation), 1996 to present; Executive Director, The
Denver Foundation, 1989 to 1996. Mr. Lee is a director of Storage
Technology Corporation, Source Capital Corporation, ING North
America Insurance Holdings, Inc. and Financial Investors Trust.
Philip A. Marineau 52 1998 President and Chief Executive Officer, Levi Strauss & Co. (worldwide
brand apparel company), September 1999 to present; President and
Chief Operating Officer, Pepsi-Cola North America (worldwide
beverage division of Pepsico), December 1997 to September 1999;
President, Dean Foods, January 1996 to October 1997; President and
Chief Operating Officer, The Quaker Oats Company, 1993 to December
1995. Mr. Marineau is a director of Arthur J. Gallagher Company,
Inc.
Jack D. Rehm 66 1988 Chairman of the Board-Retired, Meredith Corporation, January 1998 to
present; Chairman of the Board, Meredith Corporation, July 1992 to
December 1997; Chief Executive Officer, Meredith Corporation,
February 1989 to December 1996. Mr. Rehm is a director of ING Mutual
Funds Management Co., LLC, International Multifoods Corporation and
Norwest Bank Iowa, N.A.
Christina A. Gold 52 Nominee Vice-Chairman and Chief Executive Officer, Excel Communications
Inc. (telecommunications services provider), September 1999 to
present; President and founder of The Beaconsfield Group (an
advisory firm specializing in global direct selling and
marketing/distribution), February 1998 to September 1999; Executive
Vice President (global direct selling), Avon Products Inc., 1997 to
February 1998; President, Avon North America, 1993 to 1997. Ms. Gold
is a director of ITT Industries, Inc. and Torstar Corporation.
</TABLE>
4
<PAGE>
DIRECTORS CONTINUING IN OFFICE AS CLASS II DIRECTORS --
TERMS TO EXPIRE IN 2000
<TABLE>
<CAPTION>
YEAR
FIRST ELECTED PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NOMINEE AGE AS A DIRECTOR DURING THE PAST FIVE YEARS AND OTHER INFORMATION
- ------------------ --- ------------- --------------------------------------------------------------------
<S> <C> <C> <C>
Herbert M. Baum 62 1994 President and Chief Operating Officer, HASBRO, Inc. (toy
manufacturer), 1999 to present; Chairman and Chief Executive
Officer, Quaker State Corporation, July 1995 to 1998; Chairman,
President and Chief Executive Officer, Quaker State Corporation,
1993 to June 1995. Mr. Baum is a director of Whitman Corporation,
Midas, Inc., Dial Corporation, Fleming Cos., Inc., and HASBRO, Inc.
Frederick B. Henry 53 1969 President, The Bohen Foundation (private charitable foundation),
1985 to present.
William T. Kerr 58 1994 Chairman and Chief Executive Officer, Meredith Corporation, January
1998 to present; President and Chief Executive Officer, Meredith
Corporation, January 1997 to December 1997; President and Chief
Operating Officer, Meredith Corporation, July 1994 to December 1996.
Mr. Kerr is a director of Principal Mutual Holding Company, Storage
Technology Corporation and Maytag Corporation.
Nicholas L. Reding 64 1992 Chairman, Nidus Center for Scientific Enterprise (plant science and
biotechnology business), 1999 to present; Vice Chairman, Monsanto
Company, 1992 to 1998. Mr. Reding is a director of International
Multifoods Corporation and CPI Corporation.
</TABLE>
DIRECTORS CONTINUING IN OFFICE AS CLASS III DIRECTORS --
TERMS TO EXPIRE IN 2001
<TABLE>
<CAPTION>
YEAR
FIRST ELECTED PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NOMINEE AGE AS A DIRECTOR DURING THE PAST FIVE YEARS AND OTHER INFORMATION
- ------------------ --- ------------- --------------------------------------------------------------------
<S> <C> <C> <C>
Mary Sue Coleman 55 1997 President, The University of Iowa, 1995 to present; Provost,
University of New Mexico, 1993 to 1995. Dr. Coleman is a director of
Gaylord Container Corporation and Norwest Bank Iowa, N.A.
Joel W. Johnson 56 1994 Chairman, President and Chief Executive Officer, Hormel Foods
Corporation (producer and marketer of meat and food products),
December 1995 to present; President and Chief Executive Officer,
Hormel Foods Corporation, 1993 to December 1995. Mr. Johnson is a
director of Hormel Foods Corporation, Ecolab, Inc. and US Bancorp.
Richard S. Levitt 69 1974 Chairman and Chief Executive Officer, Nellis Corporation (private
capital management), 1988 to present. Mr. Levitt is a director of
Norwest Bank Iowa, N.A.
E. T. Meredith III 66 1966 Chairman of the Executive Committee, Meredith Corporation, 1988 to
present.
</TABLE>
5
<PAGE>
BOARD COMMITTEES
There are five standing committees of the Board of Directors:
AUDIT COMMITTEE. The members of this committee are Messrs. Levitt
(Chairman), Baum and Marineau and Drs. Charlton and Coleman. Ms. Gold has been
nominated to fill the vacancy on this committee created by Dr. Charlton's
retirement from the Board. 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,
approves prior to adoption any management incentive, bonus or stock plans or
agreements and administers such plans as required. The committee also nominates
directors to serve on the Board. The committee will consider stockholder
recommendations for directors sent to the Compensation/Nominating Committee, c/o
Leo R. Armatis, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa
50309-3023.
EXECUTIVE COMMITTEE. The members of this committee are Messrs. Meredith
(Chairman), Kerr, Lee, Levitt and Rehm. The committee has, during intervals
between meetings of the Board in cases in which specific directions have not
been given by the Board of Directors, all the authority of the Board in
management of the Company's business, except for certain matters set forth in
the Bylaws including the authority to declare dividends or other distributions,
fill vacancies on the Board of Directors or any committee thereof, adopt, amend
or repeal the Bylaws, or make fundamental changes in the corporate structure of
the Company.
FINANCE COMMITTEE. The members of this committee are Messrs. Reding
(Chairman), Baum, Johnson, Lee and Rehm. 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. Henry
(Chairman), Johnson and Marineau and Drs. Charlton and Coleman. Ms. Gold has
been nominated to fill the vacancy on this committee created by Dr. Charlton's
retirement from the Board. The committee reviews pension plans and amendments to
ascertain that they are being administered in accordance with their terms and
are providing authorized benefits. It also 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 year 1998-99 the full Board met four times, the
Compensation/Nominating Committee met five times, the Audit and Finance
Committees each met four times, and the Pension and Executive Committees each
met two times. All directors attended more than 75% of all meetings of the full
Board and the respective committees on which they served during fiscal year
1998-99.
Non-employee directors receive a $35,000 annual retainer with an additional
$3,000 annual retainer for committee chairpersons. Under the 1990 Restricted
Stock Plan for Non-Employee Directors, as amended (the "1990 Plan"),
non-employee directors have the opportunity to receive either all or 50% of the
annual retainer (including the chairperson retainer) in either restricted stock
or stock equivalents equal to 105% of the amount of the annual retainer
converted. Each new non-employee director receives 1,200 shares of restricted
stock upon election to the Board. The restricted stock vests on the fifth
anniversary of the date of the grant. On August 11, 1999, the Board of Directors
amended the 1990 Plan to allow a non-employee director to convert his or her
restricted stock to an equal number of stock equivalents and to allow the Board,
by resolution, to direct delivery of the stock equivalents in annual allocations
over a deferred period not to exceed three years after retirement. Absent such
resolution, stock equivalents are converted to shares of Company common stock
and delivered to the director upon
6
<PAGE>
retirement. During fiscal year 1998-99, all non-employee directors, with four
exceptions, elected to receive all or 50% of their retainer in restricted stock
or stock equivalents.
The 1993 Stock Option Plan for Non-Employee Directors, as amended (the
"1993 Plan"), is a further encouragement of directors' ownership of the
Company's stock. Each non-employee director receives an option to purchase 6,000
shares of Company common stock on the day following the Annual Meeting of
Stockholders at an exercise price equal to the average of the high and low
market prices on the date of the grant. The options are exercisable one-third
per year over a three-year period beginning on the first anniversary of the
grant date. The options expire on the tenth anniversary of the grant date.
Employee directors receive no compensation for Board service. Pursuant to a
consulting agreement, Jack D. Rehm, former Chairman of the Board and a current
director, receives not less than $150,000 per year through December 31, 2000.
During the 1998-99 fiscal year, Mr. Rehm received $150,000 under his consulting
agreement.
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 and to
align the interests of the participants with the interests of the Company's
stockholders. The Compensation/Nominating Committee is composed entirely of
independent outside directors. There are no Compensation/Nominating Committee
interlocks and there is no insider participation on the Committee. The Committee
has provided the following report on executive compensation for inclusion in
this Proxy Statement:
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 for long-term business growth and to
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 CEO and other executive officers.
Section 162(m) of the Internal Revenue Code 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 has adopted or approved 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 strives to
7
<PAGE>
establish 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.
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. Kerr's annual base salary, pursuant to his employment contract, was
$615,000 for the 1998-99 fiscal year. Mr. Kerr'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 targets. For the 1998-99 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
1998-99 fiscal year, the incentive payments for goal achievement for the CEO
were set at 55% of base salary for achieving target and up to 137.5% of base
salary for achieving performance above target. The incentive payments for the
other executive officers were 45% for achieving target and up to 112.5% for
achieving performance above target. At each quarterly meeting of the Committee,
the progress of the CEO and other executive officers toward meeting the
quantitative goals established for the fiscal year was reviewed.
For the 1998-99 fiscal year, the Company exceeded the target financial
performance goals established by the Committee at the beginning of the year for
Mr. Kerr to receive his incentive award. Mr. Kerr received an incentive award of
$845,624. The award was determined primarily by the fact that the Company
significantly exceeded budgeted earnings and cash flow. Other factors considered
by the Committee in determining the award were the further strengthening of the
Company's core businesses, the continued strength of the Company's return on
equity and growth in earnings per share.
For the 1998-99 fiscal year, the other executive officers named in this
Proxy Statement received incentive awards totaling $1,219,499. For such officers
(other than operating group presidents), the awards were based on the Company
surpassing financial targets for earnings and cash flow and in recognition of
the achievement of qualitative goals. For the operating group presidents, the
awards were based on the relevant groups surpassing their respective financial
targets for earnings and cash flow, the Company surpassing financial targets for
earnings, and in recognition of the achievement of qualitative goals.
LONG-TERM INCENTIVE PROGRAM. In the 1998-99 fiscal year, the Committee
utilized the grant of nonqualified stock options, under the 1996 Stock Incentive
Plan (the "1996 Plan"), to the executive officers in the implementation of its
long-term incentive program.
The nonqualified stock options awarded by the Committee under the 1996 Plan
during the 1998-99 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 grant date. The options granted will expire on the
tenth anniversary of the date of grant. All options granted become exercisable
in the event of the grantee's termination of employment due to death, disability
or retirement. Unless the grantee's employment with the Company is terminated
for reasons other than death, disability or retirement, the grantee may exercise
all exercisable stock options until the date of expiration. All options granted
during fiscal year 1998-99 carry an exercise price at the fair market value on
the date of grant.
In fiscal year 1998-99 Mr. Kerr was not granted any nonqualified stock
options. The other named executive officers were granted an aggregate total of
112,100 nonqualified stock options at an exercise price of $41.6875 per share.
These grants were 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.
8
<PAGE>
THE MEREDITH EXECUTIVE STOCK OWNERSHIP PROGRAM. A stock ownership program
has been designed by the Committee utilizing the 1996 Plan. The purpose of the
program is to encourage increased Company stock holdings by executives. Target
levels of individual stock holdings were established for the participants in the
program at one and one-half to six times base pay. Each participant is awarded
restricted stock equal to 20% of his or her personal acquisitions of Company
stock up to the established target since the last day of the prior 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. Because Mr. Kerr and Mr. Armatis have met
their target ownership, they did not receive any shares of restricted stock
under this program during fiscal year 1998-99. The other named executive
officers received an aggregate total of 3,029 shares of restricted stock under
this program during fiscal year 1998-99.
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 12 media and television 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 exact 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
9
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table provides a summary of compensation paid to Mr. Kerr and
the other four most highly compensated executive officers of the Company for
services rendered to the Company during each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS
----------------------------- ------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING
FISCAL AWARDS OPTION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1)(2) AWARDS COMPENSATION (3)
- --------------------------- ------ -------- -------- ---------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
William T. Kerr 1999 $615,000 $845,624 $ 0 0 $22,840
Chairman and CEO 1998 575,000 718,750 334,113 85,000 18,095
1997 530,000 687,500 85,752 700,000 17,836
Christopher M. Little 1999 $425,000 $478,124 $ 24,226 42,000 $20,161
President -- Publishing Group 1998 400,000 400,000 0 94,600 19,649
1997 376,000 376,000 60,026 154,600 18,400
John P. Loughlin 1999 $350,000 $157,500 $ 51,053 35,000 $ 7,681
President -- Broadcasting Group 1998 310,852 246,000 0 60,000 7,635
Stephen M. Lacy 1999 $290,000 $326,250 $ 37,379 18,000 $ 6,521
Vice President -- 1998 111,058 137,500 0 35,400 667
Chief Financial Officer
Leo R. Armatis 1999 $229,000 $257,625 $ 0 17,100 $21,168
Vice President -- 1998 214,000 214,000 74,788 34,200 16,189
Corporate Relations 1997 203,000 200,000 18,865 22,200 15,482
</TABLE>
- ---------------------------
(1) Accumulated Restricted Stock:
<TABLE>
<CAPTION>
AGGREGATE
SHARES YEAR-END VALUE ($)
------ ------------------
<S> <C> <C>
William T. Kerr * *
Christopher M. Little 12,252 424,226
John P. Loughlin 16,174 560,025
Stephen M. Lacy 1,006 34,833
Leo R. Armatis 8,720 301,930
</TABLE>
*On February 25, 1999, Mr. Kerr and the Company entered
into an agreement whereby all of Mr. Kerr's restricted
stock (43,200 shares) was exchanged for an equal number
of stock equivalent units.
Dividends are paid on reported restricted stock.
(2) Restricted stock awards vest five years after date of grant. The
vesting of certain shares of restricted stock also is conditioned
upon the continued holding of a corresponding number of shares of
common stock.
(3) This column discloses: (a) matching contributions made by the
Company equal to 80% 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
in fiscal year 1998-99 of $6,400 for Mr. Kerr; $6,400 for Mr.
Little; $6,707.68 for Mr. Loughlin; $5,353.80 for Mr. Lacy; and
$6,507.70 for Mr. Armatis; (b) life insurance premiums paid by
the Company in fiscal year 1998-99 on policies that are owned by
the employees under split dollar insurance arrangements as
follows: Mr. Kerr, $11,300; Mr. Little, $12,400; and Mr. Armatis,
$9,800; (c) the value of term life insurance provided for the
benefit of each executive officer and (d) the amount representing
above allowable interest rates paid on deferred compensation,
which was $1,360.97 for Mr. Little in 1999.
10
<PAGE>
OPTION GRANTS TABLE
The following table sets forth certain information with respect to options
to purchase shares of the Company's common stock awarded during the 1998-99
fiscal year to the named executive officers. All options granted were
nonqualified options. The option exercise price is equal to the fair market
value of the Company's common stock on the date of the grant. All options become
exercisable in installments of one-third on the first three anniversaries of the
date of grant.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
INDIVIDUAL GRANTS APPRECIATION FOR OPTION TERM (3)
- -------------------------------------------------------------------------------------- --------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED TO EXERCISE
UNDERLYING EMPLOYEES IN OR BASE EXPIRATION
NAME OPTIONS GRANTED FISCAL YEAR (1) PRICE ($) DATE (2) 5% ($) 10% ($)
- ---- --------------- ------------------ --------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
William T. Kerr -- -- -- -- -- --
Christopher M. Little 42,000 7.97% 41.6875 August 12, 2008 1,101,116 2,790,444
John P. Loughlin 35,000 6.64% 41.6875 August 12, 2008 917,597 2,325,370
Stephen M. Lacy 18,000 3.41% 41.6875 August 12, 2008 471,907 1,195,904
Leo R. Armatis 17,100 3.24% 41.6875 August 12, 2008 448,311 1,136,109
All Stockholders (4) -- -- -- -- 1,358,703,299 3,443,220,926
</TABLE>
- ---------------------
(1) Total options granted to employees during the fiscal year were 527,300.
(2) Options are fully exercisable after death or termination of employment due
to disability or retirement through the expiration date.
(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.
(4) All stockholders are shown for comparison purposes only. The realizable
value to all stockholders is the aggregate net gain, assuming a starting
market price of $41.6875 (the fair market value on the grant date, August
12, 1998), and appreciation at assumed annual rates of 5% and 10% for a
ten-year period.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth as to each named executive officer
information with respect to the status of all options granted as of June 30,
1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END (#) FY-END ($)(1)
--------------------------- ---------------------------
SHARES ACQUIRED
NAME ON EXERCISE VALUE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William T. Kerr 0 0 482,368 785,000 $11,042,159 $6,920,873
Christopher M. Little 0 0 323,856 236,600 6,666,083 2,054,638
John P. Loughlin 0 0 81,800 106,800 1,409,999 486,075
Stephen M. Lacy 0 0 7,800 45,600 0 0
Leo R. Armatis 0 0 128,436 51,300 2,628,118 233,213
</TABLE>
- ---------------------
(1) Calculated based on the fair market value of the Company's common stock on
June 30, 1999 ($34.6250).
11
<PAGE>
COMPARISON OF STOCKHOLDER RETURN
The following graph compares the performance of the Company's common stock
during the period July 1, 1994, to June 30, 1999, with the S&P 500 Index and a
Peer Group of 12 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; 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.
The graph depicts the results for investing $100 in the Company's common
stock, the S&P 500 Index and the Peer Group at closing prices on June 30, 1994.
It assumes that dividends were reinvested.
[PLOT POINTS CHART]
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
Meredith ............ 100 121 202 283 461 343
S&P 500 ............. 100 126 159 214 278 341
Peer Group .......... 100 115 137 174 263 351
12
<PAGE>
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 to the extent permitted by the funding
rules of the Internal Revenue Service.
As of January 1, 1999, the latest date for which information is available,
361 employees participated in the bargaining unit defined benefit plan and 2,266
nonunion employees participated in the nonunion defined benefits plans. Assuming
retirement at age 65, estimated annual retirement benefits under the nonunion
qualified plan as in effect for the 1999 plan year would be as follows:
PENSION TABLE
FINAL YEARS OF SERVICE
AVERAGE ------------------------------------
COMPENSATION 10 15 20
------------ ---------- ---------- ----------
$100,000 $ 18,822 $ 28,232 $ 37,643
150,000 31,322 46,982 62,643
200,000 43,822 65,732 87,643
300,000 68,822 103,232 137,643
400,000 93,822 140,732 187,643
500,000 118,822 178,232 237,643
600,000 143,822 215,732 287,643
As of January 1, 1999, the credited years of service for individuals
listed in the compensation table above are as follows: Mr. William T. Kerr,
Chairman and Chief Executive Officer -- 7 years; Mr. Christopher M. Little,
President-Publishing Group -- 6 years; Mr. John P. Loughlin, President-
Broadcasting Group -- 5 years; Mr. Stephen M. Lacy, Vice President-Chief
Financial Officer -- 1 year and Mr. Leo R. Armatis, Vice President-Corporate
Relations -- 18 years. For 1998, covered compensation for purposes of the
supplemental pension plans including bonuses was $1,313,750 for Mr. William T.
Kerr, Chairman and Chief Executive Officer; $812,500 for Mr. Christopher M.
Little, President-Publishing Group; $592,500 for Mr. John P. Loughlin,
President-Broadcasting Group; $393,558 for Mr. Stephen M. Lacy, Vice
President-Chief Financial Officer and $435,500 for Mr. Leo R. Armatis, Vice
President-Corporate Relations.
The Company entered into an agreement effective January 1, 1997, with Mr.
Kerr that provides for his employment through December 31, 2001, subject to
automatic renewal for subsequent one-year terms. Mr. Kerr receives a minimum
annual salary of $550,000 and an incentive bonus determined under the terms of
the Company's Management Incentive Plan. The agreement also provides for the
grant of nonqualified stock options, information on which is presented elsewhere
in this Proxy Statement. In the event Mr. Kerr becomes permanently disabled, his
annual base salary will continue to be paid at periodically reduced rates
through the period that would have constituted his term of employment, but not
beyond April 30, 2006. 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.
Mr. 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. All agreements with the executive officers with
respect to grants of nonqualified stock options under the 1996 Plan provide for
the vesting of the options in the event of a change of control in accordance
with the terms of the 1996 Plan.
13
<PAGE>
PROPOSAL TO REAFFIRM MATERIAL TERMS OF THE
COMPANY'S MANAGEMENT INCENTIVE PLAN
Effective July 1, 1994, the Board of Directors adopted a Supplement (the
"Supplement") to the Company's Management Incentive Plan (the "Plan") to provide
awards to certain key employees of the Company and its subsidiaries based on the
attainment of certain financial objectives. These incentives have been an
integral part of the Company's overall compensation system for a number of
years. While no changes to the material terms of the Plan are proposed,
stockholder approval is necessary to assure that compensation paid to executive
officers under the Plan will continue to be deductible by the Company under the
federal income tax laws. The stockholders are asked to reaffirm the material
terms of the performance-based incentives established under the Supplement to
satisfy the requirements of Section 162(m) of the Internal Revenue Code of 1986
with respect to the deductibility of compensation. The material terms as
described below consist of the following: (i) the business criteria on which
annual incentive compensation is payable under the Supplement, (ii) individuals
eligible to receive compensation under the Supplement, and (iii) the maximum
amounts of compensation payable under the Supplement. The foregoing material
terms were previously approved at the 1994 annual meeting of stockholders.
Under the Supplement, Corporate Officers and Operating Group Officers of
the Company and its subsidiaries are eligible to receive annual incentive
bonuses payable in cash. Generally a participant must be employed by the Company
or a subsidiary as of the last day of the fiscal year to be eligible. If
employment is terminated prior to the last day of the fiscal year due to the
participant's death, disability or qualified retirement, a prorated bonus will
be paid to the participant's designated beneficiary.
The Board may amend, suspend or modify the Plan and the Supplement at any
time, except as limited by the terms of the Plan and the Supplement.
The Compensation/Nominating Committee will administer the Supplement and
will approve the participants and the objective performance goals in writing
before the beginning of each fiscal year. All amounts paid as compensation
pursuant to the Supplement must be payable as a result of achievement of
objectively measured performance targets from the following list of
quantifiable, measurable business criteria: corporate net earnings, cash flow,
and operating group income. The specific targets relating to performance goals
constitute confidential business information and are not disclosed.
The Compensation/Nominating Committee must certify, in writing, that the
goals have been met before any payments to participants may be made. The
Compensation/Nominating Committee will have no discretion to increase the bonus
payable to any participant or to otherwise alter the performance goals after the
beginning of the fiscal year, but, to the extent permitted under Section 162(m)
of the Internal Revenue Code of 1986, will retain the ability to eliminate or
decrease a bonus otherwise payable to a participant.
The maximum amounts payable each year under the Supplement are $1,250,000
to the Chief Executive Officer and $850,000 to any other participant. The
maximum annual amounts were selected by the Compensation/Nominating Committee in
its reasonable anticipation of the maximum possible annual incentives that may
be earned under the Supplement.
RECOMMENDATION OF THE BOARD OF DIRECTORS. The Board of Directors recommends
a vote FOR approval of the proposal to reaffirm the business criteria, classes
of eligible participants and maximum annual incentives awarded under the
Company's Supplement to its Management Incentive Plan, and all proxies will be
voted in favor of the proposal unless a contrary specification is made on the
proxy by the stockholder.
STOCKHOLDERS' PROPOSALS
Stockholders wishing to include proposals in the Company's Proxy Statement
and form of proxy for the 2000 Annual Meeting of Stockholders must submit the
proposals so that they are received by the Company no later than May 30, 2000.
The proposals should be addressed to Secretary, Meredith Corporation, 1716
Locust Street, Des Moines, Iowa 50309-3023.
Pursuant to the Company's Bylaws, stockholders wishing to bring a proposal
before the 2000 Annual Meeting of Stockholders (but whose proposals are not in
the Company's Proxy Statement) must
14
<PAGE>
deliver written notice of such proposal in accordance with the requirements of
the Bylaws to the Secretary of the Company at the address specified above no
later than August 10, 2000, and otherwise comply with the requirements of the
Bylaws.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendations of its Audit Committee, the Board of Directors of the
Company has selected KPMG Peat Marwick LLP as independent public accountants of
the Company and its subsidiaries for the fiscal year ending June 30, 2000. KPMG
Peat Marwick LLP 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 using the discretionary
authority granted in the proxies.
JOHN S. ZIESER
VICE PRESIDENT -- GENERAL COUNSEL
AND SECRETARY
Des Moines, Iowa
September 27, 1999
15
<PAGE>
Detach card below, sign, date and mail in postage-paid envelope provided.
[MEREDITH CORPORATION LOGO]
PLEASE ACT PROMPTLY, SIGN, DATE & MAIL YOUR PROXY CARD TODAY.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MRD63A DETACH HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
1. Election of four Class I Directors for terms 2. Consideration and acting upon a proposal of
expiring in 2002, as provided in the Bylaws the Compensation/Nominating Committee of the FOR AGAINST ABSTAIN
of the Company: Board of Directors to reaffirm previously
NOMINEES: Robert E. Lee, Philip A. approved business criteria, classes of eligible [ ] [ ] [ ]
Marineau, Jack D. Rehm and Christina A. participants and maximum annual incentives
Gold FOR WITHHELD awarded under the Company's Management Incentive
Plan.
[ ] [ ]
[ ] -------------------------------------- 3. In its discretion, upon such other matters as may properly come before the
For all nominees except as noted above meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
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.
Signature:_______________________ Date: ________ Signature:_______________________ Date: ________
</TABLE>
<PAGE>
MRD63B DETACH HERE
MEREDITH CORPORATION
CLASS B COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MEREDITH CORPORATION
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 8, 1999
FREDERICK B. HENRY, E.T. MEREDITH III and WILLIAM T. KERR, and each of them
are hereby appointed proxies of the stockholder(s) signing this card on the
reverse side, with power of substitution acting by a majority of proxies
P 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 common
R 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
O offices, 1716 Locust Street, Des Moines, Iowa 50309-3023, on Monday,
November 8, 1999, at 10:00 A.M., local time, and at any adjournment
X thereof, with all the powers the signing stockholders would possess if
present. The Directors recommend a vote FOR such matters. The proxies are
Y instructed to vote as follows:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL PROPOSALS SHOWN ON THE REVERSE SIDE OF THIS
CARD AND AS SET FORTH IN THE NOTICE OF ANNUAL MEETING DATED SEPTEMBER 27,
1999. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND THE RELATED PROXY STATEMENT.
| SEE REVERSE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE |
| SIDE | | SIDE |
<PAGE>
Detach card below, sign, date and mail in postage-paid envelope provided.
[MEREDITH CORPORATION LOGO]
PLEASE ACT PROMPTLY, SIGN, DATE & MAIL YOUR PROXY CARD TODAY.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MRD63A DETACH HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
1. Election of four Class I Directors for terms 2. Consideration and acting upon a proposal of
expiring in 2002, as provided in the Bylaws the Compensation/Nominating Committee of the FOR AGAINST ABSTAIN
of the Company: Board of Directors to reaffirm previously
NOMINEES: Robert E. Lee, Philip A. approved business criteria, classes of eligible [ ] [ ] [ ]
Marineau, Jack D. Rehm and Christina A. participants and maximum annual incentives
Gold FOR WITHHELD awarded under the Company's Management Incentive
Plan.
[ ] [ ]
[ ] -------------------------------------- 3. In its discretion, upon such other matters as may properly come before the
For all nominees except as noted above meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
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.
Signature:_______________________ Date: ________ Signature:_______________________ Date: ________
</TABLE>
<PAGE>
MRD63B DETACH HERE
MEREDITH CORPORATION
COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MEREDITH CORPORATION
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 8, 1999
FREDERICK B. HENRY, E.T. MEREDITH III and WILLIAM T. KERR, and each of them
are hereby appointed proxies of the stockholder(s) signing this card on the
reverse side, with power of substitution acting by a majority of proxies
P 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
R 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
O Locust Street, Des Moines, Iowa 50309-3023, on Monday, November 8, 1999,
at 10:00 A.M., local time, and at any adjournment thereof, with all the
X powers the signing stockholders would possess if present. The Directors
recommend a vote FOR such matters. The proxies are instructed to vote as
Y follows:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL PROPOSALS SHOWN ON THE REVERSE SIDE OF THIS
CARD AND AS SET FORTH IN THE NOTICE OF ANNUAL MEETING DATED SEPTEMBER 27,
1999. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND THE RELATED PROXY STATEMENT.
| SEE REVERSE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE |
| SIDE | | SIDE |
