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CBS 8-K 2013

Documents found in this filing:

  1. 8-K
  2. 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  May 23, 2013

 

 

CBS CORPORATION

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-09553

04-2949533

 

 

 

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer Identification
Number)

 

 

 

51 West 52nd Street, New York, New York

10019

 

 

 

 

 

 

(Address of principal executive offices)

(zip code)

 

 

 

Registrant’s telephone number, including area code:  (212) 975-4321

 

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 (see General Instruction A.2. below):

 

[ ]             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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)          On May 23, 2013, the stockholders of CBS Corporation (the “Company”), acting at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”), approved an amendment and restatement of the CBS Corporation 2009 Long-Term Incentive Plan (the “Plan”).  The terms of the amended and restated Plan are described in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 12, 2013 (the “Proxy Statement”) in the section titled “Item 3—Proposal to Approve an Amendment and Restatement of the CBS Corporation 2009 Long-Term Incentive Plan,” which description is incorporated herein by reference.  The description of the amended and restated Plan in the Company’s Proxy Statement is qualified in its entirety by reference to the full text of the CBS Corporation 2009 Long-Term Incentive Plan, as amended and restated, which is set forth as Annex B to the Proxy Statement.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

(a)  The Company’s Annual Meeting was held on May 23, 2013.

 

(b)  The final results of voting on each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting as certified by the independent inspector of election are set forth below.

 

1.                                      The nominees for election to the Board of Directors were elected to hold office, in accordance with the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, until the next annual meeting or until his or her successor is duly elected and qualified, based upon the following votes:

 

Name

 

For

 

Against

 

Abstain

 

Broker Non-Votes

David R. Andelman

 

39,357,000

 

653,471

 

5,222

 

992,442

Joseph A. Califano, Jr.

 

39,368,618

 

641,725

 

5,350

 

992,442

William S. Cohen

 

39,307,194

 

703,245

 

5,254

 

992,442

Gary L. Countryman

 

39,362,141

 

647,828

 

5,724

 

992,442

Charles K. Gifford

 

39,298,970

 

711,197

 

5,526

 

992,442

Leonard Goldberg

 

39,357,339

 

652,849

 

5,505

 

992,442

Bruce S. Gordon

 

39,299,723

 

710,393

 

5,577

 

992,442

Linda M. Griego

 

39,367,522

 

643,021

 

5,150

 

992,442

Arnold Kopelson

 

39,362,050

 

648,177

 

5,466

 

992,442

Leslie Moonves

 

39,363,293

 

647,301

 

5,099

 

992,442

Doug Morris

 

39,300,756

 

709,331

 

5,606

 

992,442

Shari Redstone

 

39,353,664

 

656,904

 

5,125

 

992,442

Sumner M. Redstone

 

39,352,384

 

657,957

 

5,352

 

992,442

Frederic V. Salerno

 

39,365,616

 

645,079

 

4,998

 

992,442

 

 

2.                                      The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2013 was approved based upon the following votes:

 

For

 

Against

 

Abstain

40,855,073

 

140,086

 

12,976

 

 

3.                                      The proposal to approve an amendment and restatement of the CBS Corporation 2009 Long-Term Incentive Plan was approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

35,692,130

 

4,311,461

 

12,102

 

992,442

 

2



 

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 hereunto duly authorized.

 

 

CBS CORPORATION

 

(Registrant)

 

 

 

 

 

 

 

 

 

By:

/s/ Louis J. Briskman

 

 

 

Name:

Louis J. Briskman

 

 

Title:

Executive Vice President and

 

 

 

General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:  May 30, 2013

 

 

 

 

3


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