SECURITIES AND EXCHANGE COMMISSION
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 18, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(Commission File Number)
(IRS Employer Identification
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 258-6000
(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. ☐
Submission of Matters to a Vote of Security Holders.
The final results of voting on each of the items presented at ViacomCBS Inc.’s (“ViacomCBS” or the “Company”) Annual Meeting of Stockholders held on May 18, 2020, as certified by the Company’s independent inspector of election, are set forth below.
Each of the directors nominated pursuant to Item 1, and each of Items 2 and 3, received the affirmative vote of the holders of a majority of the aggregate voting power of the ViacomCBS Class A Common Stock present (whether in person or by proxy) and entitled to vote at the Annual Meeting, and was therefore approved pursuant to the Company’s Amended and Restated Bylaws.
A total of 51,083,920 shares of Class A Common Stock, representing approximately 97.73% of the Class A shares outstanding on the record date, were represented at the Annual Meeting.
Robert M. Bakish
Candace K. Beinecke
Barbara M. Byrne
Linda M. Griego
Robert N. Klieger
Judith A. McHale
Ronald L. Nelson
Charles E. Phillips, Jr.
Shari E. Redstone
Frederick O. Terrell
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for fiscal year 2020:
Advisory vote to approve the Company's named executive officer compensation:
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 20, 2020