Legal_Form 8-K_2015 Annual Meeting


 
 
 
 
 
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): May 21, 2015
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:
¨
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 21, 2015.
(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
 
Abstentions
 
Broker Non-Votes
David R. Andelman
 
36,298,074
 
396,510
 
6,942
 
883,427
Joseph A. Califano, Jr.
 
36,251,582
 
445,095
 
4,849
 
883,427
William S. Cohen
 
36,251,856
 
444,310
 
5,360
 
883,427
Gary L. Countryman
 
36,299,507
 
397,120
 
4,899
 
883,427
Charles K. Gifford
 
36,251,586
 
445,120
 
4,820
 
883,427
Leonard Goldberg
 
36,294,292
 
400,653
 
6,581
 
883,427
Bruce S. Gordon
 
36,253,091
 
443,542
 
4,893
 
883,427
Linda M. Griego
 
36,312,718
 
384,073
 
4,735
 
883,427
Arnold Kopelson
 
36,302,566
 
394,093
 
4,867
 
883,427
Leslie Moonves
 
36,301,701
 
394,981
 
4,844
 
883,427
Doug Morris
 
36,254,094
 
442,559
 
4,873
 
883,427
Shari Redstone
 
36,292,441
 
402,961
 
6,124
 
883,427
Sumner M. Redstone
 
36,292,800
 
398,509
 
10,217
 
883,427
Frederic V. Salerno
 
36,250,338
 
442,200
 
8,988
 
883,427
2.    The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2015 was approved based upon the following votes:
For
 
Against
 
Abstentions
37,494,274
 
76,474
 
14,205
3.    The proposal to re-approve the material terms of the performance goals in the Company’s Senior Executive Short-Term Incentive Plan pursuant to Section 162(m) of the Internal Revenue Code was approved based upon the following votes:
For
 
Against
 
Abstentions
 
Broker Non-Votes
36,482,623
 
203,473
 
15,430
 
883,427
4.    The proposal to approve amendments to the Company’s 2005 RSU Plan for Outside Directors (to be renamed the “CBS Corporation 2015 Equity Plan for Outside Directors”) was approved based upon the following votes:
For
 
Against
 
Abstentions
 
Broker Non-Votes
36,215,118
 
462,153
 
24,255
 
883,427

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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/ Angeline C. Straka
 
 
Name:
Angeline C. Straka
 
 
Title:
Executive Vice President,
Deputy General Counsel and Secretary




Date: May 26, 2015



















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