UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 

 
Date of Report (Date of earliest event reported):   November 4, 2009
 


 
MEREDITH CORPORATION
 
 
(Exact name of registrant as specified in its charter)
 


IOWA
1-5128
42-0410230
(State or other jurisdiction of
incorporation or organization)
(Commission file number)
(I.R.S. Employer Identification No.)
     
1716 Locust Street, Des Moines, Iowa
 
50309-3023
(Address of principal executive offices)
 
(Zip Code)
     
 
(515) 284-3000
 
 
(Registrant's telephone number,
 including area code)
 
     



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 

Item 5.02 (b)
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 

 
Directors Herbert M. Baum and David J. Londoner retired from the Meredith Corporation Board of Directors effective at the Annual Meeting of Shareholders November 4, 2009, after reaching the mandatory retirement age as set forth in Meredith's corporate governance guidelines.  Mr. Baum was a member of the Compensation Committee and the Nominating/Governance Committee.  Mr. Londoner served on the Audit Committee and the Finance Committee.
 
 
The Board of Directors of Meredith Corporation by resolution adopted at its meeting on November 4, 2009, set the number of directors of the corporation to ten.
 
 

 
Item 5.02 (e)
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 

 
The Employment Agreement dated January 30, 2006, between Meredith Corporation and Stephen M. Lacy (president and chief executive officer) has been amended to extend through June 30, 2013.  All other terms of the Employment Agreement remain the same.  The Amendment to the Employment Agreement is filed herewith as Exhibit 10.
 
 

 

 



Item 9.01
Financial Statements and Exhibits
 

 
(c)
Exhibits
   
10
Amendment to Employment Agreement dated November 4, 2009, between Meredith Corporation and Stephen M. Lacy.
 









 
 
 


 
SIGNATURE
 
     
     
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
 
MEREDITH CORPORATION
Registrant
 
     
 
/s/ John S. Zieser
 
 
                                                                     
 
 
Chief Development Officer, General Counsel and Secretary
 
 


Date:
November 10, 2009
 



 











 
 
 


   
Index to Exhibits
 
 
Exhibit Number
 
Item
     
 
10
Amendment to Employment Agreement dated November 4, 2009, between Meredith Corporation and Stephen M. Lacy.
 
     



 
 
 



Exhibit 10

AMENDMENT TO
EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement is entered into as of the 4th day of November, 2009, by and between Meredith Corporation (the “Company”), an Iowa corporation, and Stephen M. Lacy (“Lacy”).

WHEREAS, the parties entered into an Employment Agreement on January 30, 2006, (the “Agreement”);

AND WHEREAS, the Company and Lacy desire to extend the term of the Agreement to June 30, 2013, to provide for Lacy’s continued services as President and Chief Executive Officer.

NOW, THEREFORE, IT IS HEREBY AGREED by and between the Company and Lacy as follows:

A.  
Section 2 of the Agreement is hereby stricken and replaced with the following Section 2:

2.            Term .

The term of employment under this Agreement shall commence as of July 1, 2006, and shall continue through June 30, 2013,   unless sooner terminated in accordance with this Agreement, and thereafter as herein provided. Lacy’s term of employment shall automatically renew for subsequent one (1) year terms, the first of which would begin on July 1, 2013, subject to the terms of this Agreement unless either party gives written notice six (6) months or more prior to the expiration of the then existing term of its decision not to renew (the “Term”).

In the event this Agreement expires at the end of the Term, as extended if applicable, after the Company has delivered a Non-Renewal Notice to Lacy, such termination of Lacy’s employment with the Company will be treated for all purposes hereunder as a termination of employment by the Company Without Cause pursuant to Section 9.4.

B.  
All other terms of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, pursuant to authorization of the Compensation Committee of the Board of Directors, the parties hereto have executed this Agreement as of the date first set forth above.


MEREDITH CORPORATION                                                 STEPHEN M. LACY



By:        /s/ Frederick B. Henry                                                  /s / Stephen M. Lacy                                                 
  Frederick B. Henry                                                        Stephen M. Lacy
  Chair, Compensation Committee