form8-kvotingresults


 
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 16, 2015
 
 
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))

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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 16, 2015, as certified by the Company’s independent inspector of election, are set forth below. Each of items 1, 2, 3 and 4 received the affirmative vote of the holders of a majority of the aggregate voting power of the Viacom 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 50,072,413 shares of Class A Common Stock, representing approximately 98.9% of the Class A shares outstanding, were represented at the meeting.
 
1.
Election of Directors:
 
 
 
 
 
 
 
 
 
For
 
Withheld
 
Broker Non-Votes
 
George S. Abrams
 
48,427,701
 
86,561
 
1,558,151
 
Philippe P. Dauman
 
48,430,724
 
83,538
 
1,558,151
 
Thomas E. Dooley
 
48,430,047
 
84,215
 
1,558,151
 
Cristiana Falcone Sorrell
 
47,868,981
 
645,281
 
1,558,151
 
Robert K. Kraft
 
48,447,812
 
66,450
 
1,558,151
 
Blythe J. McGarvie
 
47,863,829
 
650,433
 
1,558,151
 
Deborah Norville
 
46,787,197
 
1,727,065
 
1,558,151
 
Charles E. Phillips, Jr.
 
47,865,987
 
648,275
 
1,558,151
 
Shari Redstone
 
48,427,693
 
86,569
 
1,558,151
 
Sumner M. Redstone
 
48,425,634
 
88,628
 
1,558,151
 
Frederic V. Salerno
 
47,833,075
 
681,187
 
1,558,151
 
William Schwartz
 
47,855,147
 
659,115
 
1,558,151
2.
Approval of the Viacom Inc. 2016 Long-Term Management Incentive Plan:
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
42,935,043
 
5,533,164
 
46,055
 
1,558,151
 
 
3.
Approval of the Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated effective January 1, 2016:
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
47,766,193
 
699,655
 
48,414
 
1,558,151
 
 
4.
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for fiscal year 2015:
 
 
 
For
 
Against
 
Abstentions
 
 
 
49,951,970
 
103,569
 
16,874
 
 

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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 20, 2015


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