form8-k5242012.htm

 
 

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 24, 2012
 
 
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 5.07   Submission of Matters to a Vote of Security Holders.
 
(a)  The Annual Meeting of Stockholders (the “Annual Meeting”) of CBS Corporation (the “Company”) was held on May 24, 2012.
 
(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
Withheld
Broker Non-Votes
David R. Andelman
40,231,963
1,341,363
1,240,744
Joseph A. Califano, Jr.
40,228,335
1,344,991
1,240,744
William S. Cohen
40,165,344
1,407,982
1,240,744
Gary L. Countryman
40,231,751
1,341,575
1,240,744
Charles K. Gifford
40,165,909
1,407,417
1,240,744
Leonard Goldberg
40,230,109
1,343,217
1,240,744
Bruce S. Gordon
40,166,048
1,407,278
1,240,744
Linda M. Griego
40,230,671
1,342,655
1,240,744
Arnold Kopelson
40,232,486
1,340,840
1,240,744
Leslie Moonves
40,229,390
1,343,936
1,240,744
Doug Morris
40,167,179
1,406,147
1,240,744
Shari Redstone
40,223,477
1,349,849
1,240,744
Sumner M. Redstone
40,223,058
1,350,268
1,240,744
Frederic V. Salerno
40,163,364
1,409,962
1,240,744
 
       2.  The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2012 was approved based upon the following votes:
 
For
Against
Abstentions
42,743,063
63,278
7,729
 
 
 

 
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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.
 
   
CBS CORPORATION
  
   
(Registrant)
  
         
         
         
   
By:
/s/ Louis J. Briskman 
  
     
Name:
Louis J. Briskman
  
     
Title:
Executive Vice President and
  
       
General Counsel
  
         
         
         
         
Date:
May 31, 2012
      
 
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