CBS 8-K 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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
(Exact name of registrant as specified in its charter)
Registrants 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))
(e) On May 23, 2013, the stockholders of CBS Corporation (the Company), acting at the Companys 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 Companys 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 3Proposal 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 Companys 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.
(a) The Companys 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 Companys 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 Companys 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:
2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Companys independent registered public accounting firm for fiscal year 2013 was approved based upon the following votes:
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:
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.