form8-k_030812.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  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):  March 8, 2012
  


 
VIACOM INC.
  
 
(Exact name of registrant as specified in its charter)
  


Delaware
001-32686
20-3515052
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer Identification Number)


 
1515 Broadway, New York, NY
10036
  
 
(Address of principal executive offices)
(Zip Code)
  


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


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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 

Section 5 – Corporate Governance and Management

Item 5.07
Submission of Matters to a Vote of Security Holders.

The final results of voting on each of the items presented at Viacom Inc.’s (the “Company”) Annual Meeting of Stockholders held on March 8, 2012, as certified by the Company’s independent inspector of election, are set forth below.  Each of items 1, 2 and 3 received the affirmative vote of the holders of a majority of the aggregate voting power of the Viacom Class A Common Stock on the Company’s record date, present in person or by proxy at the Annual Meeting, and was therefore approved pursuant to the Company’s Amended and Restated Bylaws.  A total of 50,756,122 shares of Class A Common Stock, representing approximately 98.72% of the Class A shares outstanding, were represented at the meeting.
 
1.
Election of Directors:
            
     
For
  
Withheld
  
Broker Non-Votes
 
George S. Abrams
  
48,797,848
  
   380,326
  
1,577,948
 
Philippe P. Dauman
  
48,797,529
  
   380,645
  
1,577,948
 
Thomas E. Dooley
  
48,797,203
  
   380,971
  
1,577,948
 
Alan C. Greenberg
  
47,569,661
  
1,608,513
  
1,577,948
 
Robert K. Kraft
  
48,785,652
  
   392,522
  
1,577,948
 
Blythe J. McGarvie
  
48,803,081
  
   375,093
  
1,577,948
 
Charles E. Phillips, Jr.
  
48,803,988
  
   374,186
  
1,577,948
 
Shari Redstone
  
48,776,021
  
   402,153
  
1,577,948
 
Sumner M. Redstone
  
48,791,034
  
   387,140
  
1,577,948
 
Frederic V. Salerno
  
47,511,910
  
1,666,264
  
1,577,948
 
William Schwartz
  
47,569,111
  
1,609,063
  
1,577,948
 
2.
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for fiscal year 2012:
   
 
For
  
Against
  
Abstentions
    
 
50,707,639
  
40,301
  
8,182
    

3.
Approval of the Viacom Inc. Senior Executive Short-Term Incentive Plan, as amended and restated effective January 18, 2012:
   
 
For
  
Against
  
Abstentions
  
Broker Non-Votes
 
47,651,715
  
1,511,659
  
14,800
  
1,577,948


 
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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.


 
VIACOM INC.
     
     
 
By:
/s/ Michael D. Fricklas
   
Name:
Michael D. Fricklas
   
Title:
Executive Vice President, General Counsel and Secretary


Date:  March 13, 2012

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