false 0000813828 0000813828 2020-05-08 2020-05-08 0000813828 us-gaap:CommonClassAMember 2020-05-08 2020-05-08 0000813828 us-gaap:CommonClassBMember 2020-05-08 2020-05-08





Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2020



(Exact name of registrant as specified in its charter)







(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)

1515 Broadway

New York, New York



(Address of principal executive offices)


(Zip Code)

Registrant’s telephone number, including area code: (212) 258-6000

Not Applicable

(Former name or former address, if changed since last report)


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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class





Name of each exchange

on which registered

Class A Common Stock, $0.001 par value




The Nasdaq Stock Market LLC

Class B Common Stock, $0.001 par value




The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 8.01 Other Events.

On May 8, 2020, ViacomCBS Inc. issued the press release that is filed herewith as Exhibit 99. The press release is incorporated by reference herein in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Description of Exhibit




Press release of ViacomCBS Inc., dated May 8, 2020.




Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 hereunto duly authorized.





/s/ Christa A. D’Alimonte



Christa A. D’Alimonte



Executive Vice President,
General Counsel and Secretary

Date: May 8, 2020


Exhibit 99

ViacomCBS to Hold its Annual Meeting of Stockholders Solely by Remote Communication

NEW YORK — (BUSINESS WIRE) — May 8, 2020 – ViacomCBS Inc. (NASDAQ: VIAC; VIACA) today announced that, as part of its precautions regarding COVID-19 and for the health and safety of its stockholders, directors and employees, it has decided to hold its 2020 Annual Meeting of Stockholders by live webcast. The Annual Meeting will continue to be held on Monday, May 18, 2020 at 9:00 a.m., Eastern Daylight Time, as previously announced, but will now be held in a virtual meeting format, rather than in person. The Annual Meeting may be attended by company stockholders and others by visiting the following website at the designated time: www.virtualshareholdermeeting.com/VIAC2020. Access to the website will begin at 8:45 a.m., Eastern Daylight Time, on May 18th. We encourage stockholders and other attendees to access the Annual Meeting website prior to the meeting start time.

To be admitted to the Annual Meeting webcast at the website provided above, holders of ViacomCBS Class A Common Stock should enter the 16-digit control number found on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card that they previously received as part of their proxy materials. Any others, including holders of ViacomCBS Class B Common Stock, may attend the meeting as a guest by following the instructions provided on the Annual Meeting website.

Holders of Class A Common Stock may vote during the Annual Meeting by following the instructions on the Annual Meeting website once they enter the meeting. Class A stockholders may vote in advance of the meeting by telephone, through the Internet or by returning the proxy card or voting instruction card previously received with their proxy materials. Stockholders who have already voted do not need to vote again unless they wish to change their vote.

Holders of Class A Common Stock and Class B Common Stock may submit questions in advance of the meeting, from 9:00 a.m., Eastern Daylight Time, on May 11, 2020 until 5:00 p.m., Eastern Daylight Time, on May 14, 2020, by visiting www.proxyvote.com, entering their 16-digit control number and following the instructions. Only holders of Class A Common Stock may submit questions during the meeting and will find instructions for doing so on the Annual Meeting website once they enter the meeting.

A complete list of stockholders entitled to vote at the Annual Meeting will be open to the examination of any Class A stockholder during the meeting by following the instructions on the Annual Meeting website once they enter the meeting.

About ViacomCBS

ViacomCBS (NASDAQ: VIAC; VIACA) is a leading global media and entertainment company that creates premium content and experiences for audiences worldwide. Driven by iconic consumer brands, its portfolio includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, CBS All Access, Pluto TV and Simon & Schuster, among others. The company delivers the largest share of the U.S. television audience and boasts one of the industry’s most important and extensive libraries of TV and film titles. In addition to offering innovative streaming services and digital video products, ViacomCBS provides powerful capabilities in production, distribution and advertising solutions for partners on five continents.

For more information about ViacomCBS, please visit www.viacbs.com and follow @ViacomCBS on social platforms.



Justin Blaber

Senior Director, Corporate Communications



Pranita Sookai

Director, Corporate Communications




Anthony DiClemente

Executive Vice President, Investor Relations

(212) 846-5208


Jaime Morris

Vice President, Investor Relations