Meetings and Communication
Under Viad’s Corporate Governance Guidelines, each director is expected to attend the Annual Meeting of Shareholders, Board meetings and meetings of committees on which they serve. The Board of Directors held four regular meetings and three special meetings during 2012. Each director who held office in 2012 attended 100% of his or her Board and committee meetings in 2012. All directors who held office in May 2012 were in attendance at the 2012 Annual Meeting of Shareholders, except Mr. Hay, who missed a meeting of our shareholders for the first time in his tenure as a director.
Our Board held five executive sessions of the independent, non-management directors in 2012. Regular executive sessions of the non-management directors have been scheduled for 2013. Mr. Hay has served as Presiding Director of Viad since May 17, 2005, and was designated by the Board to continue as Presiding Director for the period beginning January 1, 2012 and ending at the 2013 Annual Meeting of Shareholders, or until such other time as his successor is chosen by action of the non-management directors of Viad. In November 2012, the Corporate Governance Guidelines were amended to change the title of “Presiding Director” to “Lead Independent Director,” to provide that the Lead Independent Director will be elected for a two-year term and to require rotation of the Lead Independent Director after two consecutive two-year terms have been served. Mr. Dozer will serve a two-year term as the Lead Independent Director effective as of the 2013 Annual Meeting of Shareholders.
Interested parties may communicate directly with non-management directors, including the Lead Independent Director, and/or with the Board by writing to the following address: Viad Corp, 1850 North Central Avenue, Suite 1900, Phoenix, Arizona 85004-4565, Attention: Corporate Secretary. All communications will be delivered to the non-management directors or the Board, as the case may be, no later than the Board’s next regularly scheduled meeting.