Attached files
| file | filename |
|---|---|
| 8-K - 8-K 2020 ANNUAL MEETING - MEREDITH CORP | mdp-20201111.htm |
| EX-99.1 - EX-99.1 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN - MEREDITH CORP | exhibit991amendmenttot.htm |
| EX-3.1 - EX-3.1 ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION - MEREDITH CORP | exhibit31amendmenttoth.htm |
Exhibit 3.2
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
MEREDITH CORPORATION
To the Secretary of State of the State of Iowa
Pursuant to the provisions of Section 490.1006 of the Iowa Business Corporation Act, Meredith Corporation (the “Corporation”) adopts the following Articles of Amendment to its Restated Articles of Incorporation:
I. The name of the corporation is Meredith Corporation.
II. These Articles of Amendment amend the Corporation’s Restated Articles of Incorporation as follows:
Article III(A)(3) of the Corporation’s Restated Articles of Incorporation is amended and restated to
read in its entirety as follows:
(3) “If and when dividends on the common stock and class B stock are declared payable from
time to time by the board of directors from funds legally available therefor, whether payable
in cash, in property or in shares of stock of the corporation, the holders of common stock and
the holders of class B stock shall be entitled to share equally, share for share, in such
dividends, except that (a) if a share dividend of common stock is declared on the common
stock, an equal share dividend of class B stock shall be declared on the class B stock, and if a
share dividend of class B stock is declared on the class B stock, an equal share dividend of
common stock shall be declared on the common stock and (b) in the case of any dividend or
other distribution payable in shares of capital stock of any subsidiary of the Corporation,
either (1) on the basis of a distribution of identical securities, on an equal per share basis, to
holders of common stock or class B stock or (2) on the basis of a distribution of one class or
series of securities to holders of common stock and another class or series of securities to
holders of class B stock; provided, that the securities so distributed do not differ in any
respect other than differences in their rights consistent in all material respects with the
differences between the common stock and the class B stock, with holders of shares of class
B stock receiving the class or series having the higher relative voting rights and such voting
rights not differing to a greater extent than the corresponding differences in voting rights of
the common stock and class B stock, and provided such distribution is otherwise made on an
equal per share basis. In no case may a share dividend of class B stock be paid on common
stock, nor may a share dividend of common stock be paid on class B stock.”
III. The above amendment and these Articles of Amendment were duly approved by the shareholders of
the Corporation in the manner required by the Iowa Business Corporation Act and by the Restated
Articles of Incorporation of the Corporation.
IN WITNESS WHEREOF, the Company has caused this Articles of Amendment to be signed by a duly authorized officer this 12th day of November, 2020.
| MEREDITH CORPORATION | |||||
| By: | /s/ John S. Zieser | ||||
| John S. Zieser | |||||
| Chief Development Officer and | |||||
| General Counsel | |||||