UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

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:

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

November 13, 2019

NOTICE IS HEREBY GIVEN that the Annual Meeting of holders of common stock and Class B stock of Meredith Corporation (“Meredith” or the “Company”) will be held at the Company’s principal executive offices, 1716 Locust Street, Des Moines, Iowa 50309-3023 on Wednesday, November 13, 2019 at 10:00 a.m., local time, for the following purposes:

By resolution of the Board of Directors (“the Board”) of Meredith, only holders of record of the Company’s common stock and Class B stock at the close of business on September 6, 2019 are entitled to notice of and to vote at the meeting or at any adjournment or postponement thereof.

Des Moines, Iowa
September 27, 2019

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 13, 2019: This Proxy Statement and the 2019 Annual Report to Shareholders (the “Annual Report”) are available at www.idelivercommunications.com/proxy/mdp/. These documents are also posted on our website at www.meredith.com. Directions to the Annual Meeting of Shareholders (the “Annual Meeting”) are available on our website at www.meredith.com/about-us/our-headquarters.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

November 13, 2019

This Proxy Statement, along with Meredith’s Annual Report, is being sent to shareholders on or about September 27, 2019 in connection with the solicitation of proxies by the Board. The proxies are 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 Wednesday, November 13, 2019 at 10:00 a.m., local time, and at any adjournment or postponement thereof. The cost of soliciting proxies will be borne by the Company. In addition, officers and employees of the Company may solicit the return of proxies from certain shareholders by telephone or meeting. Such officers and employees will receive no additional compensation for such solicitation activities.

Who Is Entitled to Vote?

Only shareholders of record at the close of business on September 6, 2019 (the “record date”) will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. On the record date, there were issued and outstanding 40,136,577 shares of common stock, each entitled to one vote at the Annual Meeting. On the record date, there were issued and outstanding 5,093,113 shares of Class B stock, each entitled to ten votes at the Annual Meeting, for a total of 91,067,707 votes.

How Can I Vote?

You can vote either in person at the Annual Meeting or by proxy without attending the meeting. We are again taking advantage of the Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to their shareholders over the Internet. On or about September 27, 2019, we mailed to shareholders of record on the record date a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our 2019 Annual Report online. If you received a Notice by mail, you will not automatically receive a printed copy of our proxy materials in the mail. You may request a paper copy of our proxy materials by mail or an electronic copy by e-mail by following the instructions listed on the Notice. The Notice also contains instructions for voting over the Internet.

If you are a holder of record and have requested and received a paper copy of our proxy materials, you may also vote by following the instructions on the proxy card that are included with the proxy materials. As set forth on the proxy card, there are three convenient methods for holders of record to direct their vote by proxy without attending the Annual Meeting:

If your shares are held in the name of your bank, broker or other nominee, you must obtain a proxy executed in your favor from the holder of record (that is, your bank, broker or other nominee) to be able to vote at the Annual Meeting. Please contact your bank, broker or other nominee to determine whether you will be able to vote by Internet or telephone.

Please refer to the Notice or the proxy card for more information about the voting methods available to you.

How Can I Change My Vote?

Registered shareholders can revoke their proxy at any time before it is voted at the Annual Meeting by:

If your shares are held in the name of a bank, broker or other nominee, please contact your bank, broker or other nominee to determine how you may change your vote prior to the Annual Meeting.

How Many Votes Must Be Present to Conduct Business at the Annual Meeting?

In order for business to be conducted, a quorum must be represented either in person or by proxy at the Annual Meeting. The presence in person or by proxy of a majority of the voting power of the outstanding shares eligible to vote at the Annual Meeting constitutes a quorum. Shares represented by a proxy marked WITHHOLD or ABSTAIN will be considered present at the Annual Meeting for purposes of determining a quorum.

How Many Votes Am I Entitled to Cast?

You are entitled to cast one vote for each share of common stock you own on the record date. You are entitled to cast ten votes for each share of Class B stock you own on the record date. Shareholders do not have the right to vote cumulatively in electing directors.

How Many Votes Are Required to Elect Directors?

Directors are elected by a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present. This means that the nominees receiving the highest number of votes cast for the number of positions to be filled are elected. Only votes cast FOR a nominee will be counted. An instruction to WITHHOLD authority to vote for one or more of the nominees will result in those nominees receiving fewer votes, but will not count as a vote AGAINST the nominees. Abstentions and broker non-votes will have no effect on the director election since only votes FOR a nominee will be counted.

How Many Votes Are Required to Approve, on an Advisory Basis, the Executive Compensation (“Say-on-Pay”) for the Company’s NEOs?

To approve the executive compensation program, the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote at the Annual Meeting will be required. For this proposal, an abstention will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal.

How Many Votes Are Required to Ratify the Appointment of KPMG as Meredith’s Independent Registered Public Accounting Firm?

The affirmative vote of a majority of the voting power present, in person or by proxy and entitled to vote at the Annual Meeting, will be required to ratify the appointment of KPMG. For this proposal, an abstention will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal.

How Many Votes Are Required to Approve Other Matters?

Unless otherwise required by law or the Company’s Bylaws, the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote at the Annual Meeting will be required to approve other matters that may properly come before the Annual Meeting.

For matters requiring the affirmative vote of a majority of the voting power present, in person or by proxy and entitled to vote, abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on such a proposal.

Will My Shares Be Voted if I Do Not Provide Instructions to My Broker?

If you are the beneficial owner of shares held in street name by a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, the broker will be entitled to vote the shares with respect to discretionary items, but will not be permitted to vote the shares with respect to non-discretionary items (those shares are treated as broker non-votes). The ratification of the appointment of KPMG (Proposal Three) is a discretionary item. The election of directors (Proposal One) and the advisory vote on Say-on-Pay (Proposal Two) are non-discretionary items. A broker or other nominee will not be permitted to vote shares without instructions from the beneficial owners on Proposals One or Two.

Who Represents My Proxy at the Annual Meeting?

If you do not vote in person at the Annual Meeting but have voted your shares over the Internet, by telephone or by signing and returning a proxy card, you have authorized the persons named as proxies, as designated by the Board, to represent you and to vote your shares as instructed.

What if I Return a Proxy Card but Do Not Provide Specific Voting Instructions for Some or All of the Items?

All shares that have been properly voted — whether by Internet, telephone or mail — will be voted at the Annual Meeting in accordance with your instructions unless such vote has been revoked. If you sign a proxy card but do not give voting instructions, the votes represented by the proxy will be voted as recommended by the Board and at the discretion of the persons named as proxies upon such matters not presently known or determined that may properly come before the meeting. The Board recommends a vote FOR the election of the director nominees, FOR the approval, on an advisory basis, of the executive compensation for the Company’s NEOs and FOR the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal 2020.

What if Other Matters Are Voted on at the Annual Meeting?

If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet, telephone or mail, the persons named as proxies will have the discretion to vote on those matters for you. At the date of filing this Proxy Statement with the SEC, the Board did not know of any other matters to be raised at the Annual Meeting.

How Do I Vote if I Participate in the Meredith Corporation Employee Stock Purchase Plan of 2002 (the “ESPP”) and/or Meredith Savings and Investment Plan (the “401(k) Plan”)?

If you are a participant in the Company’s ESPP and/or 401(k) Plan, you have the right to give instructions to the respective plan administrator as to the voting of the shares of stock allocated to your account. The voting of those shares will occur at the Annual Meeting or at any adjournment or postponement thereof. In this regard, please indicate your voting choices by voting online using the instructions on the Notice that has been sent to you, or by voting using the methods as described on the proxy card if you have requested hard copies of the proxy materials. If you hold shares in the 401(k) Plan and do not vote your shares, those shares will be voted by the plan administrator in the same percentage as the shares held in the 401(k) Plan for which directions are received. If you

hold shares in the ESPP and do not vote your shares, those shares will be voted by the plan administrator on discretionary matters but will not be voted on non-discretionary matters.

Our Restated Articles of Incorporation, as may be provided by the Bylaws, state that the Board shall 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. Our Corporate Governance Guidelines provide that no director may serve on the Board past the Annual Meeting following his or her 72nd birthday.

At the January 2018 Meeting, the Board waived the age limitation with respect to Mr. Philip A. Marineau due to the acquisition of Time Inc. Mr. Marineau will continue as a Class I director until the November 2019 Annual Meeting, at which time he will retire from the Board. The Board also waived the age limitation with respect to Mr. Frederick B. Henry at the Company’s 2017 Annual Meeting due to the Meredith-Time Inc. merger negotiations happening at that time. Mr. Henry will continue as a Class III director until the November 2019 Annual Meeting, at which time he will retire from the Board.

At the February 2019 Meeting, the Board approved switching Mr. Stephen M. Lacy from a Class III director to a Class I director with a term expiring in 2020 and nominated Mr. Christopher Roberts III as a Class III director with a term expiring in 2022. Ms. D. Mell Meredith Frazier and Ms. Beth J. Kaplan currently serve as Class III directors and they are nominated to extend terms through 2022. Each of the director nominees currently serve as a director of the Company. Should any of the nominees become unable to serve prior to the upcoming Annual Meeting, an event that is not anticipated by the Company, the proxies, except those from shareholders who have given instructions to WITHHOLD voting for the following nominees, will be voted FOR such other person or persons as the Nominating/Governance Committee may nominate. Certain information concerning each of the nominees standing for election and each of the continuing directors is set forth below.

The Board recommends a vote FOR each of the nominees for director, as listed above. Unless you specify otherwise, the accompanying proxy will be voted FOR the nominees named above.

Our Company was founded upon service to our customers and we are committed to building value for our shareholders. Our products and services continue to distinguish themselves on the basis of quality, customer service and value that can be trusted. Consistent with these principles, Meredith strives to uphold the highest standards of ethical conduct, to be a leader in corporate governance, to report results with accuracy and transparency and to maintain full compliance with the laws, rules and regulations that govern Meredith’s businesses.

The Company’s businesses are overseen by the Board, which currently has eleven members and nine directors are independent. The Board has three standing committees, Finance/Audit, Compensation and Nominating/Governance, all of which are comprised entirely of independent directors. Each committee has its own charter and the chairman of each committee reports to the Board at each regular meeting.

At this time, the Board believes it is in the best interests of the Company and its shareholders to separate the position of Chairman and CEO.

As Chairman, Mr. Lacy sets the Board’s agenda, runs quarterly meetings, reviews all items to be presented to the Board for full approval and assembles the Board to address such other issues as necessary and appropriate. Mr. Lacy’s prior service as CEO allows him to effectively coordinate with the CEO in the fulfillment of his duties to the Company as Chairman.

As President and CEO, Mr. Harty serves as the principal executive officer of the Company and supervises and controls all of the business, policies and affairs of the Company and all other officers at the direction and under the authority of the Board and the Chairman. Mr. Harty’s prior service as President and COO provides him the foundation to effectively manage the officers of the Company and implement the long-term strategic plan of the Company.

The Board elected Ms. Frazier, an independent director under the New York Stock Exchange (“NYSE”) rules, to serve as Vice Chairman and as Chairman of the Nominating/Governance Committee. Ms. Frazier presides at the executive sessions of independent, non-management directors. Each year the Nominating/Governance Committee recommends its nominees for Chairman of the Board, members and chairman for each standing committee.

As Vice Chairman, Ms. Frazier works closely with the Chairman to ensure that the Board’s procedures, processes and communications reflect sound corporate governance. She chairs executive sessions of the independent, non-management directors and counsels collectively and individually with the members of the Board to utilize their individual capabilities to the Board’s best advantage. She collaborates with the Chairman to organize and establish the Board agenda, works to ensure there is sufficient time for discussion of agenda items and oversees the circulation of timely and relevant information to directors. The Board believes at this time this leadership structure enhances Board effectiveness in performing its oversight role and furthers the policies and procedures of the Board.

Risk is an integral part of the Board and committee deliberations throughout the year. The Board is responsible for and oversees the Company’s risk management process through regular discussion of the Company’s risks with management both during and outside of regularly scheduled Board meetings. The Board considers, as appropriate, risks, among other factors, in reviewing the Company’s strategy, business plan, budgets and major transactions. Each of the Board’s committees assist the Board in overseeing the management of the Company’s risks within the areas delegated to the committee. The Company uses an enterprise risk management framework to ensure that key risk areas are identified and that oversight responsibility is assigned to the appropriate Board committee and management. Each committee has a charter that lists such committee’s designated areas of responsibility for specific risk areas that might impact the Company. Board committees make regular reports addressing risk oversight to the Board at its meetings. The full Board also receives periodic information about the Company’s risk areas and initiatives for addressing those risks. In addition, future risks are anticipated and discussed as part of the strategic planning process.

At least quarterly, the Finance/Audit Committee discusses with management, corporate counsel, the Company’s Director of Internal Audit and the Company’s independent external auditor: current business trends affecting the Company that may impact risk; litigation and ethics compliance matters; risk exposures facing the Company; steps management has taken to monitor and control such risk factors (including a subcertification program in which senior and middle managers attest to review and approval of financial disclosures with respect to which they have some responsibility); and the adequacy of internal controls that could materially affect the

Company’s financial statements. As part of this process, the Company’s Director of Internal Audit interviews key executives regarding business strategies and areas of risk faced by the Company and its business segments. The Chairman of the Finance/Audit Committee reports to the Board at each meeting concerning its risk oversight activities.

The Compensation Committee oversees risks related to the Company’s compensation programs and policies and reviews management’s periodic reports on such risks. The Compensation Committee engages Willis Towers Watson & Co. (“Willis Towers Watson”) to work with the Company’s Director of Internal Audit as well as the Company’s human resources and legal departments to develop a framework to assess the specific risks associated with the Company’s compensation programs. The framework was designed to evaluate the key elements of the Company’s compensation programs to determine whether such programs could reasonably be expected to have or create a material adverse effect on the Company. As part of this framework, the Company’s pay philosophy, incentive plan designs, performance metrics and pay plan governance process were considered. Based on the results of the annual assessment, management and the Compensation Committee, with the assistance of Willis Towers Watson and the Company’s internal audit and legal advisors, have concluded that any risks associated with the Company’s compensation programs are not reasonably likely to have a material adverse effect on the Company.

The Board has adopted the Company’s Corporate Governance Guidelines (“Guidelines”), charters for each of the Board committees, the Code of Business Conduct and Ethics and the Code of Ethics for CEO and Senior Financial Officers. These documents are posted on the Investors/Corporate Governance section of the Meredith website, www.meredith.com, and are available upon written request to the Secretary of the Company, 1716 Locust Street, Des Moines, Iowa 50309-3023.

Because certain members of the Meredith family, acting as a group, control more than 50% of the voting power of Meredith, the Company is a “Controlled Company” and need not comply with the requirements for a majority of independent directors or for independent compensation and nominating/corporate governance committees. Our Board has, nevertheless, determined to comply in all respects with the NYSE rules relating to non-controlled companies. The Board currently does not have any categorical standards to assist it in determining the independence of its members other than those expressly set forth in the NYSE rules.

For purposes of the NYSE listing standards, the Board has determined that each of the following directors has no material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and, accordingly, is independent:

Director nominees are selected by the Nominating/Governance Committee in accordance with the policies and principles of its charter and the Guidelines. The Committee considers independence, diversity, age, skills and experience in the context of the needs of the Board. The Committee will consider shareholder recommendations for directors that comply with the requirements set forth in “Submitting Shareholder Proposals” which appears later in this Proxy Statement. For additional information, please see “Committees of the Board” which appears later in this Proxy Statement.

Non-management directors meet in executive session at least quarterly. The Vice Chairman of the Board presides at these executives sessions. In his or her absence, the Chair of the Nominating/Governance Committee will preside over executive sessions.

Interested parties and shareholders who wish to communicate with the Board and/or the non-management directors should address their communication to: Board of Directors, Meredith Corporation, c/o Office of the General Counsel, 1716 Locust Street,

Des Moines, Iowa 50309-3023. Mail addressed in this manner will be forwarded to the Chairman of the Board. Shareholders may also deliver such communication by telephone at (866) 457-7445 or at www.meredith.ethicspoint.com.

The Board has a majority of directors who meet the criteria for independence established by the NYSE. The responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its shareholders. Directors are expected to attend Board meetings and meetings of the committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.

The Board had four regularly scheduled meetings during fiscal 2019, as did the Finance/Audit, Compensation and Nominating/Governance Committees. In addition, the Finance/Audit Committee had two special meetings, the Compensation Committee had one special meeting and the full Board had five special meetings. All directors attended more than 75% of the meetings of the full Board and the respective committees on which they served during fiscal 2019. The Company policy is that all directors are expected to attend the Annual Meeting. All directors attended the November 14, 2018 Annual Meeting.

All directors are expected to own stock in the Company. Within five years from their initial appointment or election to the Board, each non-employee director is expected to own 7,500 shares of common stock or a number of shares of common stock equal to three times the value of non-employee director annual compensation, whichever is less. The value of shares for ownership purposes will be determined using a 200-day average stock price.

Restricted stock, restricted stock units (“RSUs”) and stock equivalent units (“SEUs”) count toward the required ownership but stock options do not. All of our directors have met or exceeded, or for the directors who have been on the Board for less than five years, are on track to meet or exceed the ownership requirement. For additional information on stock ownership by our officers and directors, please see “Security Ownership of Certain Beneficial Owners and Management” in this Proxy Statement.

The Guidelines require the Board to have a Nominating/Governance Committee, an Audit Committee and a Compensation Committee and further provide that the Board may establish additional committees as necessary or appropriate. The Board has also established a Finance Committee and it was combined with the Audit Committee to form the Finance/Audit Committee following the Company’s Annual Meeting in November 2017. Each committee has its own charter setting forth the qualifications for membership on the committee and the purposes, goals and responsibilities of the committee. Each of these committees has the power to hire independent legal, financial or other advisors as it deems necessary, without consulting or obtaining the approval of any officer of the Company in advance. The charter for each committee is available on the Company’s website at www.meredith.com by first clicking on “Investors”, then hovering over “Investors” and clicking on “Corporate Governance” in the drop down menu, and then scrolling down the page to the Committee Governance Documents and finally clicking the respective committee charter name. The charter of each committee is also available in print to any shareholder who requests it. The following table shows the current membership for each of the standing Board committees:

*Committee Chairman

Pursuant to our Finance/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. Furthermore, the Board has determined that directors Berg, Kaplan, Kerger, Marineau and Roberts III each meet the requirements to be named “audit committee financial experts” as the term has been defined by the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002.

The Committee assists the Board 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. It is directly responsible for the appointment, compensation and oversight of the Company’s independent auditor, also referred to as “independent registered public accounting firm,” and has sole authority to appoint or replace the independent auditor. In addition, the Committee maintains, through regularly scheduled meetings, open lines of communication between the Board and the Company’s financial management, internal auditors and independent registered public accounting firm.

The Committee also advises the Board with respect to corporate financial policies and procedures, the dividend policy, specific corporate financing and capital plans, and annual operating and capital budgets. It also provides financial advice and counsel to management; reviews and makes recommendations to the Board concerning acquisitions and dispositions; appoints depositories of corporate funds and specifies conditions of deposit and withdrawal; and approves corporate investment portfolios and capital expenditure requests by management within the limits established by the Board. In addition, the Committee reviews pension plan performance and approves plan documents.

Nominees for directorship may be recommended by members of the Board, shareholders or other parties. The Nominating/Governance Committee has, from time to time, retained an executive recruiting firm whose function is to bring specific director candidates to the attention of the Committee. Current directors are contacted at the end of their terms concerning their willingness and intent to continue as a director. All nominees are considered in accordance with the policies and principles in the Nominating/Governance Committee Charter. The Committee is responsible for reviewing with the Board the requisite skills and characteristics of director nominees. It assesses nominees’ qualifications for independence as well as other considerations. The Committee’s first priority is to seek the most qualified and experienced candidates possible. A person considered for nomination to the Board must be a person of high integrity and ethics. While the Committee does not have a formal diversity policy, it seeks to ensure that the Board maintains an appropriate mix of experience, characteristics, skills and background to provide the Board and the Company with sound and effective input and guidance. In addition, while the Committee has not adopted a policy with respect to nominations made by shareholders, it will consider nominations that are submitted in accordance with the Company’s Bylaws. For additional information on submitting a nomination for a director, please see “Submitting Shareholder Proposals” later in this Proxy Statement.

All members of the Compensation Committee are independent directors. No executive officer of the Company serves on the Board or Compensation Committee of any other company for which any directors of Meredith served as an executive officer at any time during fiscal 2019.

The Company is seeking an advisory vote from its shareholders with respect to compensation awarded to its NEOs for fiscal 2019. Our executive compensation program is described in detail in the Compensation Discussion and Analysis and the related compensation tables and other narrative disclosures as required by the SEC which can be found in this Proxy Statement beginning in the next section.

Since the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any NEO and will not be binding on the Compensation Committee, the Board or the Company. However, the Compensation Committee, which is responsible for approving the overall design and administering the executive compensation program, values the opinions of the shareholders and will take into account the outcome of the vote when making future executive compensation decisions. The Board recommends that you approve the following resolution that will be submitted for a shareholder vote at the Annual Meeting in support of the Company’s executive compensation program:

RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion which are included in the Proxy Statement for this Annual Meeting.

Vote Required

The affirmative vote of the holders of a majority of the voting power present in person or by proxy and entitled to vote at the Annual Meeting will be required to approve, on an advisory basis, the Company’s executive compensation program. Abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal.

The Board of Directors recommends a vote FOR the approval, on an advisory basis, of this item.

This section discusses the principles underlying our compensation policies for our NEOs, who for fiscal 2019 were:

Our executive compensation program is designed to provide total compensation that allows us to continue to retain our key executive talent, attract new executive talent when needed, and align our executives’ interests with successful execution of our business strategy and creation of value for shareholders.

Our executive compensation philosophy has the following objectives:

With our philosophy and objectives as our guide, we link our executive compensation to the performance of the Company in several key and measurable ways:

Role of the Compensation Committee and Management in Compensation Decisions

The Committee administers the compensation program for all officers, including the NEOs. The Committee has overall responsibility for evaluating and approving the executive compensation philosophy and the Company’s executive compensation plans, policies and programs.

STEP 1		STEP 2		STEP 3
At the beginning of each fiscal year, the President and CEO provides recommendations to the Committee on the compensation of the other NEOs. (He does not make recommendations on his own pay.) For fiscal 2019, the Executive Chairman also provided input on the compensation of the other NEOs. These recommendations took into consideration the competitive market pay data provided by the Committee’s independent consultant, as well as an evaluation of the NEO’s role, specific skills, abilities and experience, contributions and performance and impact in achieving Company performance.		The Committee considered these recommendations together with the input of our independent compensation consultant and subsequently approved the NEOs’ compensation. All aspects of the President and CEO’s compensation are determined solely by the Committee. For fiscal 2019, the Committee also solely determined the compensation of the Executive Chairman.		The Committee reviewed and approved performance metrics; established thresholds, targets and maximums; and determined weightings for each of the Corporate, Group and individual goals for the short and long-term incentive plans based on recommendations provided by Management. These recommendations were based on the business plan for performance goals and specific financial targets. The Committee strives to ensure that the incentive metrics were consistent with the financial, operational and strategic goals set by the Board, that the goals were sufficiently ambitious to provide meaningful incentives and that amounts paid, assuming target levels of performance were attained, would be consistent with the overall NEO compensation philosophy established by the Committee.

In determining performance goals and evaluating performance results, the Committee may use its discretion and judgment to ensure that management’s rewards for business performance are commensurate with their contributions, while still holding management accountable for the overall results of the business. The Committee believes that the metrics for incentive compensation plans should be specific and objective, yet recognizes that interpretation of the application of pre-established metrics to results may be necessary from time to time for certain special items, such as changes in applicable accounting rules pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”), changes in tax laws or applicable tax rates, acquisitions and divestitures, and special investments or expenditures in the Company’s operations.

The Committee expects to continue to follow this multi-step process going forward, with recommendations on NEO pay being provided primarily by our President and CEO, with approval of the Committee, and the Committee having responsibility for setting our President and CEO’s pay.

Role of the Compensation Consultant

The Committee retained Willis Towers Watson as its independent compensation consultant to advise the Committee on matters related to executive compensation. Willis Towers Watson reports directly to the Committee for executive compensation services, and the Committee may terminate Willis Towers Watson with respect to such services. The consultant attended four Committee meetings in fiscal 2019. Willis Towers Watson was paid $101,236 for executive compensation consulting services and $2,058,349 for other consulting services, which included retirement, group benefits marketplace, global services and solutions, and healthcare.

The Committee has assessed Willis Towers Watson’s independence using the SEC regulations issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In assessing Willis Towers Watson’s independence, the Committee took into account the following factors:

Based on the above factors, the Committee believes the engagement of Willis Towers Watson did not raise any conflicts of interest.

Use of Comparative Data

The Company’s goal is to establish a compensation program for the NEOs that provides market competitive target total compensation opportunities with actual earned compensation that is largely contingent on performance. Willis Towers Watson completes an annual analysis of our NEO pay opportunities relative to prevailing market practices, based on our peer group and information from published surveys of executive pay practices.

Due to the dynamics of the competitive marketplace, with companies being acquired, product lines divested and growth occurring through acquisitions, the Committee regularly reviews the peer group used for assessing our NEO’s pay and makes changes to account for these events.

Following our acquisition of Time Inc., the Committee asked Willis Towers Watson to review the existing compensation peer group at that time and provide recommendations for changes to ensure the group remained an appropriate comparator group for assessing executive pay. Willis Towers Watson’s evaluation of the peer group took into consideration factors including similar industry and business profiles, and size comparability based on revenues and market capitalization. The peer group used for purposes of setting fiscal 2019 compensation included the following companies (no changes from the peer group approved in May 2018):

In addition to publicly filed peer group pay information, the Committee reviewed compensation survey data reflecting industry-specific and general industry data based on companies of comparable size to Meredith, prepared by Willis Towers Watson. In their report, Willis Towers Watson provided data on base salary, annual cash incentives, long-term incentives and total direct compensation.

The comparative market data provided by Willis Towers Watson represents one factor considered by the Committee when making executive pay decisions. However, the Committee considers other factors when setting executive pay including individual skills, experience, tenure, performance and internal equity.

The Committee evaluates many factors when designing and establishing executive compensation plans and targets. The following tables outline our key practices:

WHAT WE DO			WHAT WE DON’T DO
	Maintain an industry-specific peer group for benchmarking pay			Include tax gross-ups upon change in control in any new executed agreements
	Deliver executive compensation primarily through performance-based pay			Allow hedging, short sales, option trading or pledging of common stock
	Set challenging short and long-term incentive award goals			Reprice stock options
	Mitigate undue risk by using a cap on maximum payouts for short and long-term plans and performing an annual internal risk assessment of compensation programs			Provide excessive perquisites
				Reward executives without a link to performance
	Continue stock ownership guidelines that reinforce alignment between stockholders and our executive officers
	Adopted a recoupment (clawback) policy for equity and incentive compensation
	Offer market-competitive benefits for executives that are consistent with the benefits provided to the rest of our employees
	Engage an independent compensation consultant reporting directly to the Committee

Base Salary

Our NEOs’ base salaries are generally determined by the Committee at its quarterly meeting in August. Base salaries are established by taking into consideration the scope and complexity of the executive role, the executive’s skills and abilities, performance, and competitive market data. The Company’s goal is to establish a compensation program for the NEOs that provides market competitive target total compensation opportunities with actual earned compensation that is largely contingent on performance.

For fiscal 2019, the Committee reviewed the competitive benchmarking analysis prepared by Willis Towers Watson on NEO compensation. Based on the Committee’s review of the benchmarking analysis, an evaluation of the larger scope and complexity of many of the executives’ roles in connection with the acquisition of Time Inc., and performance, the following base salary changes were implemented effective fiscal 2019:

Short-Term Incentives

We have established a short-term incentive plan to provide our NEOs with competitive cash incentives for the attainment of annual financial and operational performance targets, and individual performance achievements. Our NEOs have a defined target incentive opportunity that ranges from 60% to 100% of salary. The short-term incentive payout for the NEOs ranges from 50% of target if the

threshold levels of performance are achieved and up to 250% of target for achieving the maximum performance level. The payouts are linear for actual performance between threshold and target, and between target and maximum. If performance is below the threshold, no incentive is earned.

In establishing the short-term incentive target award opportunities, the Committee considers several factors including:

The table below provides the established incentive ranges for our NEOs. Based on their expanded roles, competitive market data and internal equity considerations, the incentive targets for Messrs. Ceryanec and Zieser were increased in fiscal 2019 from 70% to 75% of salary.

(1) Target Award reflects $850,000 prorated for nine months (through March 31, 2019).

In fiscal 2019, consistent with prior years, 80% of the short-term incentive for each NEO was based on specific Company and Group financial targets. The remaining 20% related to predetermined strategic individual objectives.

Each NEO’s specific financial objectives are weighted according to the extent to which the executive is responsible for delivering results on those objectives. The weightings assigned to the objectives for each NEO for fiscal 2019 are shown in the following table:

(1) Cost synergies are associated with the acquisition of Time Inc.

Each NEO had 20% of his short-term incentive tied to specific individual strategic performance objectives. These performance objectives included the general categories of strategy development and execution, corporate and people development, operating initiatives, succession planning and the integration of Time Inc.

At the beginning of fiscal 2019, the Committee approved the financial and individual metrics and goals. Throughout the year at its quarterly meetings, the Committee reviewed Company and Group financial performance results and the progress of the NEOs toward meeting the quantitative goals established for the fiscal year. At its August 2019 meeting, the Committee reviewed and approved the fiscal 2019 performance results and incentive awards for each NEO. The results for Company and Group performance are provided in the following tables:

(1) EPS and Adjusted EBITDA are measured on a non-GAAP basis and excludes special items recorded during the fiscal year.

(2) Cost synergies are associated with the acquisition of Time Inc.

(1) Operating Profit is measured on a non-GAAP basis and excludes special items recorded during the fiscal year.

Based on financial and operational results, and the assessment of individual performance, the Committee approved the short-term incentive payouts for the NEOs shown in the following table:

(1) Mr. Lacy received a prorated Annual Incentive through his retirement date which was measured based on actual Company results as of the end of the fiscal year.

Long-Term Incentive Compensation

The Committee strives to link executive compensation to the Company’s long-term performance by delivering a substantial portion of compensation in the form of long-term incentive awards. For fiscal 2019, the Committee approved awards under the Meredith Corporation 2014 Stock Incentive Plan (the “2014 Plan”) in the form of stock options, time-based RSUs and Cash LTIP.

The Committee believes the use of cash and equity-based long-term incentives appropriately balances the use of cash and the dilution associated with share grants under the 2014 Plan. The Committee determines the balance between cash and equity-based long-term incentives each year. In making that assessment, the Committee considers factors such as the relative merits of cash and each form of equity award as a device for retaining and motivating the NEOs, as well as competitive market practices.

The table below shows the total target value of the fiscal 2019 long-term incentive compensation for each NEO, the number of stock options and RSUs granted, and each executive’s target incentive opportunity under the Cash LTIP.

2017-2019 Cash LTIP Awards

For the fiscal 2017-2019 Cash LTIP, awards were earned based on achieving cumulative cash flow results over the three-year performance period. The three-year cumulative cash flow result was $581,084,000 which resulted in a payout of 66% of target. The table below includes the performance range as originally established and as adjusted to account for the Time Inc. acquisition, and payouts for the NEOs based on actual results, as approved by the Committee:

(1) Cumulative cash flow on a non-GAAP basis. The primary difference is that cash flow for Cash LTIP is primarily reduced by capital expenditures.

(3) Mr. Lacy retired effective March 31, 2019 and continued as Chairman of the Board. Per the terms of the Cash LTIP, Mr. Lacy was eligible for a payout based on the full target opportunity as a result of his retirement. Payout is based on actual performance over the full three-year performance period.

2018-2020 Cash LTIP Potential Awards

For the fiscal 2018-2020 Cash LTIP, the Committee again established a three-year cumulative cash flow performance objective to continue to focus the NEOs on cash generation for core and strategic business requirements. The table below outlines the Cash LTIP ranges of performance and the amounts NEOs may earn at the end of the third year:

(1) Cumulative cash flow on a non-GAAP basis. The primary difference is that cash flow for Cash LTIP is primarily reduced by capital expenditures.

(3) Mr. Lacy retired effective March 31, 2019 and continued as Chairman of the Board. Per the terms of the Cash LTIP, Mr. Lacy will be eligible for a payout based on the full target opportunity as a result of his retirement. Payout will be based on actual performance over the full three-year performance period.

2019-2021 Cash LTIP Potential Awards

For the fiscal 2019-2021 Cash LTIP, the Committee again established a three-year cumulative cash flow performance objective to continue to focus the NEOs on cash generation for core and strategic business requirements. The table below outlines the Cash LTIP ranges of performance and the amounts NEOs may earn at the end of the third year:

(1) Cumulative cash flow on a non-GAAP basis. The primary difference is that cash flow for Cash LTIP is primarily reduced by capital expenditures.

(2) Mr. Lacy retired effective March 31, 2019 and continued as Chairman of the Board. Per the terms of the Cash LTIP, Mr. Lacy will be eligible for a payout based on the full target opportunity as a result of his retirement. Payout will be based on actual performance over the full three-year performance period.

(3) Per the terms of the Cash LTIP, Mr. Werther is eligible for a payout based on target opportunity.

Executive Stock Ownership Program

To further align executives’ interests with shareholders, NEOs are required to own Meredith common stock. The Committee has established target levels for individual stock holdings for the participants in the program. Eligible shares for a NEO’s required ownership target include shares held in the 401(k) Plan, ESPP, restricted stock and RSUs, shares retained upon option exercises or lapsing of restrictions on restricted stock or RSUs that have vested, and shares acquired through open market share purchases. NEOs must attain the ownership requirements within a five-year period.

The following table reflects each NEO’s ownership requirements and whether those stock ownership requirements have been attained:

The Committee has established an Executive Stock Ownership Program to assist executives in achieving their ownership targets. Each participant is awarded RSUs equal to 20% of personal acquisitions of Meredith stock through share purchases and/or shares retained upon option exercises or lapsing of restrictions on restricted stock or RSUs that have vested since the last day of the prior calendar year. The award shares or units are capped at 20% of the NEO’s target ownership level. The incremental stock acquisitions must be held for a period of five years in order for the associated awards to vest. The Committee believes this program provides further incentives to the participants to focus on long-term Company performance and shareholder value.

On February 2, 2019, the following participants received matching RSUs pursuant to the Executive Stock Ownership Program:

Change in Control and Severance Benefits

Change in control and severance benefits are a customary component of executive compensation which are used to reinforce and encourage executives’ continued attention and dedication without the distraction of the possibility of a change in control or loss of employment. We provide change in control and severance benefits through severance and employment agreements with our NEOs. See “Potential Payments upon Termination” in this Proxy Statement for additional information.

Deferred Compensation

The Meredith Corporation Deferred Compensation Plan (“DCP”) is a nonqualified deferred compensation plan that allows certain employees, including our NEOs, to defer receipt of salary, cash incentive payments and shares of restricted stock. Participants may defer up to 100% of base salary over $280,000 and 90% of incentive payments, provided total annual compensation exceeds $280,000 after deferrals. When awards of restricted stock or RSUs are deferred, shares are deferred as SEUs. The deferred amounts are credited to accounts established for participants.

The DCP has investment alternatives that are comparable to the funds offered in the Company’s 401(k) Plan. Additionally, participants can elect to defer their compensation as SEUs. SEUs are not voted in shareholder meetings and dividends are reinvested. The Company does not provide DCP matching contributions to the individual accounts of our NEOs.

Each participant is fully vested in his or her deferrals in the plan. Participants have an unsecured contractual commitment for the Company to pay the amounts due under the DCP.

At the time a participant makes a deferral election, he or she must elect when the amount attributable to such deferral election is to be distributed and whether such amount is to be paid in a lump sum or annual installments. Participants can schedule distributions to be paid while employed or upon separation from service, subject to any required waiting period.

This benefit is provided to permit employees to accumulate financial resources on a tax deferred basis in an effort to support their financial wellbeing. The DCP permits them to do this while also receiving investment gains/losses on deferred amounts. The provision of this benefit is important as a retention and recruitment tool because many of the companies with which the Company competes for executive talent provide a similar plan to their senior employees.

Employee Retirement Income Plan, Replacement Benefit Plan and Supplemental Benefit Plan

We maintain separate qualified defined benefit plans for union and non-union employees, as well as two nonqualified supplemental pension plans covering certain non-union employees. The NEOs are covered under the non-union plan (Employees’ Retirement Income Plan), the Replacement Benefit Plan and the Supplemental Benefit Plan. The amount of annual earnings that may be considered in calculating benefits under the Employees’ Retirement Income Plan is limited by law. For calender year 2019, the annual limitation is $280,000. The Replacement Benefit Plan is an unfunded nonqualified plan that provides an amount substantially equal to the difference between the amount that would have been payable under the Employees’ Retirement Income Plan in the absence of legislation limiting pension benefits and earnings that may be considered in calculating pension benefits and the amount actually payable under the Employees’ Retirement Income Plan.

The Supplemental Benefit Plan is an unfunded nonqualified plan. The purpose of the Supplemental Benefit Plan is to provide for NEOs the excess, if any, of the benefits they would have become entitled to under our prior defined benefit plan if it had continued in effect after August 31, 1989.

The Committee believes that the Employees’ Retirement Income Plan, Replacement Benefit Plan and Supplemental Benefit Plan serve a critically important role in the retention of senior executives, as benefits thereunder increase each year that these executives remain with the Company. The plans thereby encourage our senior executives to continue their work on behalf of the Company and our shareholders.

Perquisites

The NEOs receive various perquisites provided by or paid for by the Company. These perquisites include financial planning services, memberships in social and professional clubs, car allowances, personal use of aircraft and premiums for life and disability insurance. The Company provides perquisites to attract and retain executives in a competitive market. These perquisites also allow our NEOs to be effective in conducting day-to-day business by creating and maintaining important business relationships. The Committee reviews the perquisites provided to the NEOs on a regular basis to ensure that they continue to be appropriate in light of the Committee’s overall goal of designing compensation programs for NEOs that align with the interests of our shareholders.

Compensation Risk Assessment

The Committee reviewed a risk assessment related to our employee compensation program at our August 2018 meeting. The Compensation Committee concluded that our compensation programs encourage and reward prudent business judgment and appropriate risk taking over the short term and the long term, and include features such as including award caps, multiple performance metrics, balance between short-term and long-term compensation and share ownership guidelines, that mitigate excessive risk taking. A new compensation clawback policy was also adopted after the risk assessment was conducted.

The Committee does not believe any of the Company’s compensation programs create risks that are reasonably likely to have a material adverse impact on the Company.

Compensation Clawback Policy

In August 2019, the Board adopted a clawback policy for all current and former executive officers, and other employees designated by the Board, to support the Company’s commitment to the accuracy of its financial statements and to discourage excessive risk-taking. Pursuant to the policy, if the Company is required to prepare a material accounting restatement resulting from material noncompliance with financial reporting requirements, the Board may require reimbursement or forfeiture of any excess incentive compensation received by a covered executive. In addition, if the Board determines that a covered executive has engaged in certain specified misconduct or was grossly negligent in his or her failure to manage or monitor the conduct of others engaged in misconduct, the Board may require reimbursement or forfeiture of any incentive compensation received by such covered executive, and any time-vested equity-based awards that were either granted or vested during the three-year recoupment period. The incentive compensation recoverable in the case of an accounting restatement will be the excess incentive compensation received by the covered executive based on the erroneous data as compared with the incentive compensation that otherwise would have been received by the covered executive based on the restated results and in the case of misconduct the amount will be determined by the Board based on a reasonable estimate.

Tax Deductibility of Compensation - Section 162(m) Compliance

In designing our compensation programs, we take into account the various tax, accounting and disclosure rules. Nonetheless, the Committee has awarded compensation that is not fully tax deductible when it believes that doing so is in the best interests of our shareholders and reserves the right to do so in the future.

Due to changes in U.S. tax law as a part of tax reform legislation in December 2017, the opportunity to design programs that are fully tax-deductible for our NEOs has effectively been eliminated. Starting in fiscal 2019, compensation above $1 million paid to our NEOs is not tax-deductible for federal income tax purposes subject to a grandfathering exception noted below. For fiscal 2018 and prior periods, all compensation paid to our CFO and any compensation paid to other NEOs that qualifies as “performance-based compensation” under Section 162(m) of the Internal Revenue Code (“IRC”) and the related tax reform grandfathering rules is fully tax-deductible. These exceptions are not available beginning in fiscal 2019.

We anticipate that compensation attributable to equity awards granted prior to November 2, 2017 and settled in a later fiscal year will continue to be tax-deductible under the grandfathered rule. Beginning in fiscal 2019, base pay and all cash incentive plans are subject to the $1 million cap on deductibility without any eligibility for grandfathering. On August 21, 2018, the IRS issued initial guidance regarding its interpretation of the grandfathering rule noted above, and we are evaluating the impact of this guidance with respect to prior awards. There is no guarantee that compensation payable to our NEOs pursuant to any of the Company’s compensation programs will ultimately be deductible by the Company.

We, the Compensation Committee of the Board of Directors of Meredith Corporation, have reviewed and discussed the Compensation Discussion and Analysis set forth above with management of the Company and, based upon such review and discussion, have recommended to the Board of Directors the inclusion of the Compensation Discussion and Analysis in this Proxy Statement and, through incorporation by reference from this Proxy Statement, in the Company’s Annual Report on Form 10-K for the year ended June 30, 2019.

During fiscal 2019, Messrs. Lacy, Harty, Ceryanec, McCreery, Werther and Zieser were employed pursuant to agreements with the Company. A more complete description of those agreements begins on page 34 of this Proxy Statement. The salary for each of the NEOs is set according to the terms of such employment agreement or at the discretion of the Compensation Committee.

Each NEO is entitled to participate in all employee benefit plans maintained by the Company, including the 2014 Plan. In addition, customary perquisites are provided to each of the NEOs.

Many elements affect the change in the pension value from year to year, including age, years of service, pay increase, annuity conversion rate change and/or discount rate change. Specifically, the assumed annuity conversion rate may produce unexpected changes from year to year.

Amounts in this column for fiscal 2018 include for all NEOs: Club membership dues, professional fees, reimbursement for tax preparation and financial planning, life insurance premiums, personal aircraft use, annual auto allowance of $11,050 plus fuel less mileage reimbursed as business expense and Company contributions to the 401(k) Plan in the amount of $12,263 for each NEO. Column for fiscal 2018 includes dividends on restricted stock awards and RSUs which are not included in the grant date fair value as follows: Lacy-$142,672, Harty-$83,057, Ceryanec-$65,872, Werther-$24,054 and Zieser-$50,907.

Amounts in this column for fiscal 2017 include for all NEOs: Club membership dues, professional fees, reimbursement for tax preparation and financial planning, life insurance premiums, annual auto allowance of $11,050 plus fuel less mileage reimbursed as business expense and Company contributions to the 401(k) Plan

in the amount of $11,375 for each NEO. Column for fiscal 2017 includes dividends on restricted stock awards and RSUs which are not included in the grant date fair value as follows: Lacy-$148,877, Harty-$84,031, Ceryanec-$67,720 and Zieser-$51,693. Mr. Harty also includes relocation expenses of $519,729 paid by the Company in fiscal 2017. 

The Grants of Plan-Based Awards table provides additional detail about the equity and non-equity awards shown in the Summary Compensation Table. The Compensation Committee granted awards during fiscal 2019 as shown in the following table to each of the NEOs pursuant to the 2014 Plan. RSUs were awarded by the Compensation Committee on August 21, 2018. Each RSU will vest in its entirety on the third anniversary of the grant date. The Committee also granted stock options on August 21, 2018 to each NEO. Each option granted will become exercisable in its entirety on the third anniversary of the grant date. The February 2, 2019 awards of RSUs were made pursuant to the 2014 Plan, subject to the Executive Stock Ownership Program, which is described in detail beginning on page 25 of this Proxy Statement. For additional information on equity awards, please see “Elements of Executive Compensation” under Compensation Discussion and Analysis on page 20.

At the beginning of fiscal 2019, the Compensation Committee established performance-based non-equity incentive awards for each of the NEOs. The incentives earned by the NEOs are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table.

The following table discloses outstanding equity awards as of June 30, 2019, for each NEO.

The following table shows on a plan-by-plan basis for each NEO: the number of years of credited service (rounded to the nearest whole number), the present value of the accumulated benefit and the value of any payments made during the fiscal year. The present values are generally based on the assumptions used for financial reporting purposes as of the Company’s most recent fiscal year-end measurement date. For additional information concerning those assumptions, please see Note 12 to the Company’s audited financial statements included in the Company’s Form 10-K. Exceptions include the retirement age, which is assumed to be the earliest time at which a participant may retire under the plan without any benefit reduction due to age, and pre-retirement decrements, which are ignored. The following assumptions were used to calculate the present values in the table:

For a more complete description of the plans and their purposes, see page 26 of this Proxy Statement.

The following table discloses contributions, earnings and balances under each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified for each of the NEOs. See page 26 of this Proxy Statement for additional information concerning deferred compensation. The aggregate balance was determined by multiplying the number of SEUs held on June 29, 2019 (the last trading day of the fiscal year) by $55.06, the closing price of the Company’s common stock on the NYSE on that date. Distributions are paid in accordance with the deferral election, which offers varying deferral periods and payment in lump sums or a series of annual installments following the end of the deferral period. All payments are also subject to Section 409A restrictions of the IRC.

Employment and Other Agreements

The Company has entered into employment agreements with each of the NEOs as summarized below. Each of the employment agreements described below provides for periods of non-solicitation, non-compete and confidentiality following termination.

All payouts described below are subject to the terms of Section 409A of the IRC. The employment agreements with each of the NEOs provide for the delay of any payment or benefit provided by the employment agreement if such amount or benefit would be subject to or incur additional tax, and further, that any such deferred payment will be accumulated and paid in a single lump sum, together with interest compounded annually for the period of the delay, on the earliest date on which such payment can be made without incurring any additional tax.

Mr. Harty’s employment agreement also provides that should there be a material change in title (other than CEO), duties, reporting relationship, location or reduction in base salary or Annual Incentive during the term of the agreement, he will have the right to terminate his employment and such voluntary termination from Meredith shall be treated as a termination “Without Cause” as described above.

The following table sets forth the estimated payments and benefits that would have been provided to Mr. Harty if his employment had been terminated as of June 30, 2019, under the circumstances specified and reflects the terms of his employment agreement in effect at such time.

Mr. Ceryanec’s employment agreement also provides that should there be a material change in title, duties, reporting relationship or location during the term of the agreement, he will have the right to terminate his employment and such voluntary termination from Meredith shall be treated as a termination “Without Cause” as described above.

LTIP awards would be paid out according to the terms of the awards. He would also be a participant in the post-retirement welfare plan. In addition, all restricted stock and RSUs would vest and all stock options would vest and remain exercisable for the full unexpired term of the option.

The following table sets forth the estimated payments and benefits that would have been provided to Mr. Ceryanec if his employment had been terminated as of June 30, 2019, under the circumstances specified.

The following table sets forth the estimated payments and benefits that would have been provided to Mr. McCreery if his employment had been terminated as of June 30, 2019, under the circumstances specified.

Mr. Zieser’s employment agreement also provides that should there be a material change in title, duties or reporting relationship during the term of the agreement, he will have the right to terminate his employment and such voluntary termination from Meredith shall be treated as a termination “Without Cause” as described above.

The following table sets forth the estimated payments and benefits that would have been provided to Mr. Zieser if his employment had been terminated as of June 30, 2019, under the circumstances specified.