MEREDITH CORP, DEF 14A, 2000-09-25

MEREDITH CORP
DEF 14A, 2000-09-25
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING

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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

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOVEMBER 13, 2000

------------------

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, 2000, at 10:00 A.M., local
time, for the following purposes:

(1) To elect four Class II directors for terms expiring in 2003.

(2) To elect one Class III director for a term expiring in 2001.

(3) To consider and act upon a proposal to approve an amendment to the
Company's 1996 Stock Incentive Plan to increase the number of shares
of common stock reserved for issuance thereunder by 2,500,000 shares.

(4) 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
7, 2000, 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 25, 2000

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

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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 13, 2000

------------------

INTRODUCTION

This Proxy Statement is being sent to stockholders on or about September
25, 2000, 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, 2000, 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 approve the amendment to the Company's 1996 Stock Incentive Plan to
increase the number of shares of common stock reserved for issuance thereunder
by 2,500,000 shares, 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 approve an amendment to the 1996
Stock 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
7, 2000, is entitled to one vote per share so held on all matters to come before
the meeting. At the close of business on September 7, 2000, there were
outstanding and entitled to vote at the Annual Meeting, 39,349,187 shares of
common stock of the Company. Each holder of record of class B stock at the close
of business on September 7, 2000, is entitled to ten votes per share so held on
all matters to come before the meeting.

1
<PAGE>

At the close of business on September 7, 2000, there were outstanding and
entitled to vote at the Annual Meeting, 10,829,841 shares of class B stock of
the Company, for a total of 147,647,597 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 approve the
amendment to the Company's 1996 Stock 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, 2000, 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.

E. T. Meredith III, Director (3)(4)(6) ...... 1,118,894 274,400 19% 7,061,552 302,836 68%
1716 Locust Street
Des Moines, Iowa 50309-3023

Frederick B. Henry, Director (3)(6)(9) ...... 716,801 469,608 5% 52,063 887,826 9%
100 West Hallam Street
Aspen, Colorado 81611

Trimark Investment Management, Inc. ......... 0 3,622,000 9% 0 0 0
1 First Canadian Place -- 5600
Toronto, CN M5X 1E5

Franklin Mutual Advisers, Inc. .............. 0 2,614,259 7% 0 0 0
51 John F. Kennedy Parkway
Short Hills, NJ 07088

(b) DIRECTORS, NOT LISTED ABOVE, INCLUDING
NOMINEES, AND NAMED EXECUTIVE OFFICERS

Leo R. Armatis, Vice President --
Corporate Relations (4)(5)(7) .............. 176,009 29,080 * 771 0 *
Herbert M. Baum, Director (6)(9) ............ 27,250 0 * 0 0 0
Mary Sue Coleman, Director (6) .............. 8,266 0 * 0 0 0
Christina A. Gold, Director (9) ............. 2,191 0 * 0 0 0
Joel W. Johnson, Director (6)(9) ............ 29,164 0 * 0 0 0
William T. Kerr, Director,
Chairman and CEO (4)(5)(7)(10) ............. 734,473 15,000 2% 0 0 0
Stephen M. Lacy, President --
Interactive and Integrated Marketing
Group (5)(7)(10) ........................... 56,450 0 * 0 0 0
Robert E. Lee, Director (6)(9) .............. 41,396 0 * 2,800 0 *
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
COMMON STOCK OWNED (1) 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 POWER POWER CLASS
---------------- ----------- ---------- ----- ----------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Richard S. Levitt, Director (4)(6)(9) ....... 50,452 24,000 * 0 24,000 *
Christopher M. Little, Corporate Senior
Vice President and President --
Publishing Group (4)(5)(7) ................. 495,778 13,600 1% 0 0 0
Philip A. Marineau, Director (6) ............ 6,051 0 * 0 0 0
Mell Meredith Frazier, Director Nominee
Director of Corporate Planning (3)(4)(5) ... 94,136 112,000 1% 90,708 0 *
Nicholas L. Reding, Director (6)(9) ......... 39,026 0 * 0 0 0
Jack D. Rehm, Director (4)(6)(9) ............ 486,580 10,068 1% 45,457 1,344 *
John S. Zieser, Vice President -- General
Counsel & Secretary (5)(7)(10) ............. 33,573 0 * 0 0 0

(c) ALL DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP (3)(4)(5)(6)(7)(8)(9)(10)
(18 persons) ................................ 4,058,944 835,756 28% 7,162,643 1,216,006 77%
</TABLE>

--------------------------
*Less than one percent.

(1) Shares listed in the table under "Common Stock Owned" do not include shares
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. However, the calculation of "% of Class" includes
such shares deemed to be owned. If such shares were not included in the
calculations, the Common Stock ownership percentages would be: Mr. E. T.
Meredith III, 4%; Mr. Frederick B. Henry, 3%; the other individuals'
ownership percentages would be unchanged, and the ownership percentage in
(c) All directors and executive officers as a group, would be 11%.

(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 Wells Fargo, 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 July 31, 2000, by non-employee
directors under the Company's 1993 Stock Option Plan for Non-Employee
Directors as follows: 24,000 shares each for Messrs. Robert E. Lee, Richard
S. Levitt and Nicholas L. Reding; 20,000 shares each for Messrs. Herbert M.
Baum and Joel W. Johnson; 6,000 shares each for Dr. Mary Sue Coleman and
Messrs. Frederick B. Henry and Jack D. Rehm; 2,000 shares each for Messrs.
Philip A. Marineau and E. T. Meredith III; and an additional 464,056 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 July 31, 2000, by executive
officers under the Company's 1992 and 1996 Stock Incentive Plans as
follows: 600,702 shares for Mr. William T. Kerr; 461,456 shares for Mr.
Christopher M. Little; 166,536 shares for Mr. Leo R. Armatis; 45,600 shares
for Mr. Stephen M. Lacy and 18,000 shares for Mr. John S. Zieser.

(8) Includes 1,905,150 shares which are subject to presently exercisable stock
options or options exercisable within 60 days following July 31, 2000, 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): 9,636 shares for Mr. Richard S.
Levitt; 7,324 shares for Mr. Robert E. Lee; 7,250 shares for Mr. Herbert
M. Baum; 4,958 shares for Mr. Joel W. Johnson; 3,473 shares for Mr.
Nicholas L. Reding; 1,946 shares for Mr. Jack D. Rehm; 1,449 shares for
Mr. Frederick B. Henry and 991 shares for Ms. Christina A. Gold; for an
aggregate total of 37,027 shares.

(10) Includes stock equivalents held by the executive officers under the
Company's 1996 Stock Incentive Plan as follows (rounded to the closest
whole number): 43,719 shares for Mr. William T. Kerr and 3,046 shares each
for Messrs. Stephen M. Lacy and John S. Zieser; for an aggregate total of
49,811 shares.

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 II
directors to serve three-year terms to expire in 2003. All Class II nominees are
currently serving as directors and were previously elected by the stockholders.
In addition, Ms. Mell Meredith Frazier has been nominated as a Class III
director by the Board of Directors to fill the vacancy which will be created by
Mr. Richard S. Levitt's retirement from the Board, effective as of the date of
the Annual Meeting. Ms. Frazier is the daughter of E. T. Meredith III. 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 II directors, Ms. Frazier and each of the
continuing directors is set forth below.

NOMINEES FOR ELECTION AS CLASS II DIRECTORS --
TERMS TO EXPIRE IN 2003

<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 63 1994 Chairman, President and Chief Executive Officer
of The Dial Corporation (manufacturer and
marketer of consumer products), August 2000 to
present; President and Chief Operating Officer,
HASBRO, Inc. (toy manufacturer), 1999 to August
2000; 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.; The Dial Corporation; Fleming Cos., Inc.
and Action Performance Companies, Inc.

Frederick B. Henry 54 1969 President, The Bohen Foundation (private
charitable foundation), 1985 to present.

William T. Kerr 59 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 65 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; CPI
Corporation and EpicEdge Inc.
</TABLE>

NOMINEE FOR ELECTION AS A CLASS III DIRECTOR --
TERM TO EXPIRE IN 2001

<PAGE>

DIRECTORS CONTINUING IN OFFICE AS CLASS III DIRECTORS --
TERMS TO EXPIRE IN 2001

Joel W. Johnson 57 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.

E. T. Meredith III 67 1966 Chairman of the Executive Committee, Meredith
Corporation, 1988 to present.
</TABLE>

DIRECTORS CONTINUING IN OFFICE 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>
Christina A. Gold 53 1999 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.

Robert E. Lee 65 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; Chairman and CEO, First Interstate Bank
of Denver, 1980 to 1989. 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 53 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 Levi Strauss & Co.

Jack D. Rehm 67 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 Star Tek, Inc.
</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, Ms. Gold and Dr. Coleman. The committee is
composed entirely of non-employee directors, each of whom meets the
"independence" requirement of the New York Stock Exchange ("NYSE"). Pursuant to
the Company's Audit Committee Charter, each member of the committee, in addition
to meeting the "independence" requirement, must be "financially literate" as
contemplated under the NYSE rules. The committee assists the Board of Directors
in fulfilling its oversight responsibilities as they relate to the Company's
accounting policies and internal controls, financial reporting practices and
legal and regulatory compliance. In addition, the committee maintains through
regularly scheduled meetings, a line of communication between the Board of
Directors and the Company's financial management, internal auditors and
independent accountants.

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
Mr. 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, Ms. Gold and Dr. Coleman. 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 1999-2000 the full Board met four times, the
Compensation/Nominating Committee met five times, the Audit and Finance
Committees each met four times, the Executive Committee met two times and the
Pension Committee met once. All directors attended at least 75% of all meetings
of the full Board and the respective committees on which they served during
fiscal year 1999-2000.

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. During fiscal year 1999-2000, all
non-employee directors, with three exceptions, elected to receive all or 50% of
their retainer in restricted stock or stock equivalents.

6
<PAGE>

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 become 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, Mr. 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 1999-2000 fiscal year, Mr. Rehm received $150,000 under this
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 determined to be 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 establish CEO
and other executive officer base salaries within the mid-range of the market
survey data.

7
<PAGE>

Short-term and long-term incentive targets are set in the same manner.
Compensation beyond the mid-range may be awarded from time to time based upon
individual performance.

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
$650,000 for the 1999-2000 fiscal year. Mr. Kerr's salary is within the
mid-range of salaries for comparable positions as reported in the market survey
data.

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 1999-2000 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
1999-2000 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 1999-2000 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
$836,000. 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 1999-2000 fiscal year, the other executive officers named in this
Proxy Statement received incentive awards totaling $1,400,929. 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 1999-2000 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 1999-2000 fiscal year as part of the long-term incentive program are
generally 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 1999-2000 carry an exercise
price at the fair market value on the date of grant.

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

8
<PAGE>

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
has met his target ownership, he did not receive any shares of restricted stock
under this program during fiscal year 1999-2000. The other named executive
officers received an aggregate total of 4,661 shares of restricted stock under
this program during fiscal year 1999-2000.

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 ten 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 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 total 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
STOCK SECURITIES
FISCAL AWARDS UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER (1)(2) OPTION AWARDS COMPENSATION (4)
--------------------------- ------ -------- -------- ------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
William T. Kerr 2000 $650,000 $836,000 $ 0 100,000 $21,790
Chairman and CEO 1999 615,000 845,624 0 0 22,840
1998 575,000 718,750 334,113 85,000 18,095

Christopher M. Little 2000 $450,000 $496,756 $ 59,409 45,000 $21,050
Corporate Senior Vice President 1999 425,000 478,124 24,226 42,000 20,161
and President -- Publishing 1998 400,000 400,000 0 94,600 19,649
Group

Stephen M. Lacy 2000 $325,385 $340,000 $ 24,426 30,000 $ 9,036
President -- Interactive and 1999 290,000 326,250 37,379 18,000 6,521
Integrated Marketing Group (3) 1998 111,058 137,500 0 35,400 667

John S. Zieser 2000 $290,000 $307,537 $ 6,040 $ 78,573 24,000 $ 5,528
Vice President -- General 1999 121,635 54,686 55,408 55,734 18,000 0
Counsel and Secretary (3)

Leo R. Armatis 2000 $242,000 $256,636 $ 0 17,100 $22,377
Vice President -- 1999 229,000 257,625 0 17,100 21,168
Corporate Relations 1998 214,000 214,000 74,788 34,200 16,189
</TABLE>

--------------------------
(1) Accumulated Restricted Stock:

<TABLE>
<CAPTION>
AGGREGATE
SHARES YEAR-END VALUE ($)
------ ------------------
<S> <C> <C>
William T. Kerr * *
Christopher M. Little 5,957 $201,049
Stephen M. Lacy 1,707 57,611
John S. Zieser 3,755 126,731
Leo R. Armatis 3,120 105,300
</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 equivalents.

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) Mr. Lacy joined the Company in February 1998. Mr. Zieser joined the Company
in January 1999.

(4) 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 1999-2000 of $6,800 for Mr. Kerr;
$6,800 for Mr. Little; $7,846 for Mr. Lacy; $4,908 for Mr. Zieser and
$7,717 for Mr. Armatis; (b) life insurance premiums paid by the Company in
fiscal year 1999-2000 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 premiums paid on term
life insurance in fiscal year 1999-2000 as follows: $3,690 for Mr. Kerr;
$1,190 for Mr. Lacy; $620 for Mr. Zieser and $4,860 for Mr. Armatis; and
(d) the amount representing above allowable interest rates paid on deferred
compensation, which was $1,850 for Mr. Little in fiscal year 1999-2000.

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 1999-2000
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.

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 100,000 12.61% 33.15625 August 11, 2009 2,085,179 5,284,252

Christopher M. Little 45,000 5.67% 33.15625 August 11, 2009 938,330 2,377,914

Stephen M. Lacy 18,000 2.27% 33.15625 August 11, 2009 375,332 951,165
12,000 1.51% 25.25000 March 8, 2010 190,555 482,904

John S. Zieser 18,000 2.27% 33.15625 August 11, 2009 375,332 951,165
6,000 0.76% 33.15625 August 11, 2009 125,111 317,055

Leo R. Armatis 17,100 2.16% 33.15625 August 11, 2009 356,566 903,607

All Stockholders (4) -- -- -- -- 1,052,455,522 2,667,128,929
</TABLE>

----------------------
(1) Total options granted to employees during the fiscal year were 793,100.

(2) Options are fully exercisable after death or termination of employment due
to disability or retirement through the expiration date. All options become
exercisable in installments of one-third on the first three anniversaries
of the date of grant except for options with respect to 6,000 shares
granted to Mr. Zieser which became exercisable on 8/11/2000 (in accordance
with certain performance based acceleration provisions) and options with
respect to 12,000 shares granted to Mr. Lacy which become exercisable on
3/8/2003.

(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 $33.15625 (the fair market value on August 11, 1999), and
appreciation at assumed annual rates of 5% and 10% for a ten-year period.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUES

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,
2000.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END (#) FY-END ($) (2)
SHARES ACQUIRED --------------------------- ---------------------------
NAME ON EXERCISE VALUE REALIZED ($) (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ---------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William T. Kerr 0 0 482,368 885,000 $10,620,087 $6,293,373
Christopher M. Little 0 0 374,256 231,200 6,697,796 1,595,994
Stephen M. Lacy 0 0 21,600 61,800 0 112,688
John S. Zieser 0 0 6,000 36,000 0 14,250
Leo R. Armatis 13,200 345,263 135,736 47,900 2,310,961 85,328
</TABLE>

----------------------
(1) Calculated based on the difference between the exercise price and the fair
market value on the date of exercise.

(2) Calculated based on the fair market value of the Company's common stock on
June 30, 2000 ($33.75).

11
<PAGE>

COMPARISON OF STOCKHOLDER RETURN

The following graph compares the performance of the Company's common stock
during the period July 1, 1995, to June 30, 2000, with the S&P 500 Index and
with a revised Peer Group of ten companies and the former Peer Group of twelve
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 revised 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 Co., Inc.; Hearst-Argyle Television, Inc.; The
McGraw-Hill Companies, Inc.; Media General, Inc.; The New York Times Company;
Reader's Digest Association Inc.; The E. W. Scripps Company; Tribune Company;
and Washington Post Company.

In an effort to provide greater comparability, this year the Company
determined to revise the Peer Group index used in last year's Proxy Statement.
The Company has deleted Time Warner Inc. in light of its pending merger with
America Online Inc. and because it bears less of a resemblance to the Company in
the size, focus and character of its activities. In addition, Lee Enterprises,
Inc. has been deleted due to its recent sale of its entire television broadcast
business. The revised Peer Group index also reflects the recent acquisition of
Times Mirror Company by Tribune Company. The Company has added Hearst-Argyle
Television, Inc. to better represent the Company's television broadcast
properties. In accordance with rules of the Securities and Exchange Commission,
the graph presented below includes comparisons with both the former Peer Group
index and the revised Peer Group index. The Company believes that the companies
included in the revised Peer Group are more reflective of the Company's business
and, therefore, provide a more meaningful comparison of stock performance.

The graph depicts the results for investing $100 in the Company's common
stock, the S&P 500 Index, the revised Peer Group and the former Peer Group at
closing prices on June 30, 1995. It assumes that dividends were reinvested.

[PLOT POINTS CHART]

1995 1996 1997 1998 1999 2000
------ ------ ------ ------ ------ -----

Meredith .................. $100 166 233 380 283 278
S&P 500 ................... $100 126 170 221 271 290
Revised Peer Group ........ $100 125 157 220 234 215
Former Peer Group ......... $100 115 146 225 304 302

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, 2000, the latest date for which information is available,
374 employees participated in the bargaining unit defined benefit plan and 2,388
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 1999 plan year would be as follows:

PENSION TABLE

FINAL YEARS OF SERVICE
AVERAGE ------------------------------------
COMPENSATION 10 15 20
------------ -------- -------- --------
$ 400,000 $ 93,552 $140,327 $187,103
500,000 118,552 177,827 237,103
600,000 143,552 215,327 287,103
700,000 168,552 252,827 337,103
800,000 193,552 290,327 387,103
900,000 218,552 327,827 437,103
1,000,000 243,552 365,327 487,103
1,100,000 268,552 402,827 537,103
1,200,000 293,552 440,327 587,103
1,300,000 318,552 477,827 637,103
1,400,000 343,552 515,327 687,103
1,500,000 368,552 552,827 737,103

As of January 1, 2000, 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 -- 8 years; Mr. Christopher M. Little,
Corporate Senior Vice President and President-Publishing Group -- 7 years; Mr.
Stephen M. Lacy, President-Interactive and Integrated Marketing Group -- 2
years; Mr. John S. Zieser, Vice President-General Counsel and Secretary -- 1
year; and Mr. Leo R. Armatis, Vice President-Corporate Relations -- 19 years.
For 1999, covered compensation for purposes of the supplemental pension plans
including bonuses was $1,478,812 for Mr. William T. Kerr; $915,624 for Mr.
Christopher M. Little; $782,642 for Mr. John S. Zieser; $626,250 for Mr.
Stephen M. Lacy; and $493,125 for Mr. Leo R. Armatis. The compensation includes
deferrals under the Deferred Compensation Plan, which are included as
compensation under the Replacement and Supplemental plans.

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

13
<PAGE>

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 of 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.

PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S 1996 STOCK
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE

Stockholders are being asked to approve an amendment to the Company's 1996
Stock Incentive Plan (the "1996 Plan") which increases the number of shares of
common stock, $1.00 par value, of the Company reserved for issuance under the
1996 Plan. The 1996 Plan, as previously approved by stockholders on November 11,
1996, provides for the reserve of 4,800,000 shares for issuance under the 1996
Plan. The Board of Directors has adopted an amendment to the 1996 Plan to
provide for the reserve of an additional 2,500,000 shares of common stock and is
submitting such amendment to stockholders for approval in accordance with the
terms of the 1996 Plan. Set forth below is a summary of the material terms of
the 1996 Plan.

PURPOSE OF THE 1996 PLAN. The stated purpose of the 1996 Plan is to
establish a program of incentives for key managers of the Company which will
stimulate, recognize and reward the contribution of key executives toward the
achievement of long-range corporate goals and to align the interests of those
executives with those of the stockholders. The 1996 Plan also is intended to
assist the Company in motivating, attracting and retaining high quality
managers.

SHARES SUBJECT TO PLAN. No more than 4,800,000 (7,300,000 as amended)
shares of common stock of the Company may be issued under the 1996 Plan. The
number of shares reserved for issuance will be adjusted upon a merger,
reorganization, recapitalization, stock dividend, or other change in the
corporate structure of the Company affecting the common stock. As of September
1, 2000, 1,115,104 shares remained available for future grants under the Plan.
The maximum number of options or stock appreciation rights that may be awarded
to a participant during any two-year period is 1,000,000 shares. The maximum
number of shares that may be awarded as restricted stock during the term of the
1996 Plan is 480,000 shares.

ADMINISTRATION. The 1996 Plan is administered by the
Compensation/Nominating Committee of the Board (the "Committee"). No member of
the Committee may participate in the 1996 Plan or any similar plan while serving
on the Committee. Among the powers granted to the Committee are the authority to
interpret the 1996 Plan; establish rules and regulations for its operation;
select employees to receive awards; determine the size and types of awards; and
determine the terms and conditions of such awards. Subject to certain
conditions, the Committee also has the power to amend the terms and conditions
of any outstanding award.

ELIGIBILITY AND SELECTION OF PARTICIPANTS. All key employees of the
Company, including employees of the Company who are members of the Board of
Directors (but excluding directors who are not employees) are eligible to
participate in the 1996 Plan. The selection of participants from eligible
employees is within the discretion of the Committee.

AWARDS UNDER THE 1996 PLAN. In structuring the 1996 Plan, the Board of
Directors sought to provide for a variety of awards that could be flexibly
administered in order to carry out the purposes of the 1996 Plan. Accordingly,
the 1996 Plan provides for the grant of any or all of the following types of
awards: (i) nonqualified stock options; (ii) incentive stock options; (iii)
stock appreciation rights; (iv) restricted stock; and (v) performance shares.
The Committee shall determine the nature and amount of each award.

STOCK OPTIONS. The 1996 Plan authorizes the Committee to grant incentive
stock options, nonqualified stock options or a combination thereof to purchase
common stock.

Subject to the limitations on the number of options that may be granted
under the 1996 Plan, the Committee shall determine for each option its duration,
the terms and conditions to which the exercise of the option is subject, the
number of shares which may be purchased and the purchase price per share upon
exercise of the option. The purchase price per share may not be less than 100%
of the fair market

14
<PAGE>

value of such share on the date the option is granted, and no option may be
exercised later than the tenth anniversary date of its grant.

The option price upon exercise may be paid in full either: (i) in cash or
its equivalent; (ii) by tender of previously acquired shares; (iii) by a
combination of (i) and (ii); (iv) by sale of the shares immediately upon
exercise of the option; or (v) such other methods of payment as the Committee
deems appropriate.

STOCK APPRECIATION RIGHTS (SARS). The 1996 Plan authorizes the Committee to
grant SARs in relation to a specific stock option (the "Related Option") granted
under the 1996 Plan or independently of a stock option. Each SAR with a Related
Option entitles a participant to payment equal to the excess of the fair market
value of a share of common stock on the exercise date of the SAR over the option
price of the Related Option. An independent SAR entitles the participant to
payment equal to the excess of the fair market value of a share of common stock
on the exercise date of the SAR over the fair market value on the date of the
grant. Payment of the SAR shall be in cash or common stock as set forth in the
award. Each SAR grant will be subject to the terms and conditions the Committee
may impose, but no SAR may be exercised later than the tenth anniversary date of
its grant.

RESTRICTED STOCK. The 1996 Plan authorizes the Committee to grant awards in
the form of restricted shares of common stock. Such awards will be subject to
such terms, conditions, restrictions, and/or limitations, if any, as the
Committee deems appropriate, subject to the limitations on the number of shares
of restricted stock that may be granted under the 1996 Plan.

PERFORMANCE SHARES. The 1996 Plan authorizes the Committee to grant
performance shares to participants. The performance shares will be subject to
the terms and conditions as the Committee deems appropriate. Performance shares
may be earned in whole or in part if certain goals established by the Committee
are achieved over a period of time designated by the Committee.

OTHER TERMS OF AWARDS. No awards granted under the 1996 Plan shall be
transferable, other than by will or the laws of descent and distribution.
Further, all options and SARs granted to a participant under the 1996 Plan shall
be exercisable during the participant's lifetime only by such participant. The
Committee, at the time of granting an award, shall determine what effect the
death, disability, retirement or other termination of employment will have on
the ability of the participant to exercise or retain the benefits of such award.
Notwithstanding the foregoing, the Committee, in its discretion, may permit the
transferability of any award under the 1996 Plan to members of the participant's
immediate family or trusts or family partnerships for the benefit of such
persons, subject to terms and conditions imposed by the Committee.

NO STOCKHOLDER RIGHTS. No participant who receives an option shall have the
right of a stockholder of the Company until he actually acquires shares of
common stock upon the exercise of an option.

CHANGE OF CONTROL. Immediately upon a change of control of the Company all
outstanding stock options and stock appreciation rights will become exercisable,
all restrictions on restricted stock will lapse and all performance shares will
be delivered as if the performance goals had been met.

DURATION OF PLAN, AMENDMENT AND TERMINATION. The 1996 Plan will continue
until all shares subject to the 1996 Plan have been purchased or acquired. No
award may be granted on or after September 30, 2006. The Board may amend the
1996 Plan from time to time or terminate the 1996 Plan, however, no amendment
may be made without stockholder approval if the amendment materially increases
the number of shares of common stock reserved under the 1996 Plan or the maximum
number of options or SARs that may be awarded to any participant in any two-year
period.

FEDERAL TAX TREATMENT. Under current U.S. federal tax law, the following
are the income tax consequences generally arising with respect to awards under
the 1996 Plan.

A participant who is granted an incentive stock option will not realize any
taxable income at the time of the grant or at the time of exercise. Similarly,
the Company will not be entitled to any deduction at the time of grant or at the
time of exercise. However, the appreciation in value of the stock subject to an
incentive stock option will be included in the alternative minimum taxable
income in the year of exercise. If the participant makes no disposition of
shares acquired pursuant to an incentive stock option within two years from the
date of grant and one year from the date of exercise, any gain realized on a
subsequent disposition of the shares will be treated as long-term capital gain.
Under such circumstances, the Company will not be entitled to any deduction for
federal income tax purposes. If the participant

15
<PAGE>

does not hold the shares for the required periods, the participant will
recognize ordinary income for the year in which the disposition occurs in the
amount (if any) by which the lesser of the fair market value of such shares on
the date of the exercise of the option or the amount realized from the sale
exceeds the option price and the Company will be entitled to a corresponding
deduction.

A participant who is granted a nonqualified stock option will not have
taxable income at the time of grant, but will have taxable income at the time of
exercise equal to the difference between the option price and the market value
of the shares on the date of exercise. The Company is entitled to a
corresponding deduction.

The grant of an SAR will produce no tax consequences for the participant or
the Company. The exercise of an SAR will result in taxable income to the
participant, equal to the amount of cash paid to the participant or the fair
market value of the shares delivered, as the case may be, and a corresponding
deduction to the Company.

A participant who has been granted an award of restricted shares of common
stock will not realize taxable income at the time of the grant, and the Company
will not be entitled to a tax deduction at that time, unless the participant
makes an election to be taxed at the time of the grant. When the restrictions
lapse, the participant will recognize taxable income in an amount equal to the
excess of the fair market value of the shares at such time over the amount, if
any, paid for such shares. The Company will be entitled to a corresponding tax
deduction.

A participant who has been granted an award of performance shares of common
stock will not realize taxable income at the time of the grant, and the Company
will not be entitled to a tax deduction at that time, unless the participant
makes an election to be taxed at the time of the grant. When the restrictions
lapse, the participant will recognize taxable income in an amount equal to the
excess of the fair market value of the shares at such time over the amount, if
any, paid for such shares. The Company will be entitled to a corresponding tax
deduction.

RECOMMENDATION OF THE BOARD OF DIRECTORS. The Board of Directors recommends
a vote FOR approval of the proposal to amend the 1996 Plan to increase the
number of shares of common stock reserved for issuance thereunder by 2,500,000
shares. 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 2001 Annual Meeting of Stockholders must submit the
proposals so that they are received by the Company no later than May 28, 2001.
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 2001 Annual Meeting of Stockholders (but whose proposals will not be
included in the Company's Proxy Statement) must 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 15, 2001, 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 LLP as independent public accountants of the Company
and its subsidiaries for the fiscal year ending June 30, 2001. KPMG 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.

16
<PAGE>

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 25, 2000

17
<PAGE>

ZMRD2B 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 13, 2000

P R O X Y

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 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, 2000, at 10:00 A.M., local time, and at any
adjournment thereof, with all the powers the signing stockholders would possess
if present. The Directors recommend a vote FOR such matters. The proxies are
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 25, 2000. 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.

[LOGO] MEREDITH CORPORATION

PLEASE ACT PROMPTLY, SIGN, DATE & MAIL YOUR PROXY CARD TODAY.

ZMRD2A DETACH HERE

[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. Election of four Class II Directors for terms expiring in 2003, as provided
in the Bylaws of the Company:
NOMINEES: (01) Herbert M. Baum, (02) Frederick B. Henry, (03) William T.
Kerr and (04) Nicholas L. Reding
Election of one Class III Director for a term expiring in 2001, as provided
in the Bylaws of the Company:
NOMINEE: (05) Mell Meredith Frazier
FOR [ ] [ ] WITHHELD

[ ]
--------------------------------------
For all nominees except as noted above

2. Consideration and acting upon a proposal to approve an amendment to the
Company's 1996 Stock Incentive Plan to increase the number of shares of
common stock reserved for issuance thereunder by 2,500,000 shares.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. In its discretion, upon such other matters as may properly come before the
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: ______

<PAGE>

ZMR31B 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 13, 2000

P R O X Y

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 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 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, 2000, at 10:00 A.M., local
time, and at any adjournment thereof, with all the powers the signing
stockholders would possess if present. The Directors recommend a vote FOR such
matters. The proxies are instructed to vote as follows:

------------- -------------
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.

[LOGO] MEREDITH CORPORATION

PLEASE ACT PROMPTLY, SIGN, DATE & MAIL YOUR PROXY CARD TODAY.

ZMR31A DETACH HERE

[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

[ ]
--------------------------------------
For all nominees except as noted above

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. In its discretion, upon such other matters as may properly come before the
meeting.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature: _______________ Date: ______ Signature: _______________ Date: ______