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 26, 2011

 

CBS CORPORATION

 

(Exact name of registrant as specified in its charter)

 

 

 

 

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 26, 2011.

 

(b)  The final results of voting on each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting were certified by the independent inspector of election and are as follows:

 

1.             Election of Directors:

 

Name		For		Withheld		Broker Non-Votes
David R. Andelman		41,693,749		69,655		1,238,523
Joseph A. Califano, Jr.		41,720,621		42,783		1,238,523
William S. Cohen		40,375,584		1,387,820		1,238,523
Gary L. Countryman		41,722,865		40,539		1,238,523
Charles K. Gifford		40,323,081		1,440,323		1,238,523
Leonard Goldberg		41,683,248		80,156		1,238,523
Bruce S. Gordon		40,375,972		1,387,432		1,238,523
Linda M. Griego		41,721,972		41,432		1,238,523
Arnold Kopelson		41,723,475		39,929		1,238,523
Leslie Moonves		41,691,491		71,913		1,238,523
Doug Morris		41,707,175		56,229		1,238,523
Shari Redstone		41,691,246		72,158		1,238,523
Sumner M. Redstone		41,687,230		76,174		1,238,523
Frederic V. Salerno		41,649,086		114,318		1,238,523

 

2.                                       Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2011:

 

 

3.                                       Advisory (non-binding) vote on the compensation of the Company’s named executive officers, as disclosed in the Company’s 2011 Proxy Statement:

 

 

4.                                       Advisory (non-binding) vote on the frequency of the advisory (non-binding) vote on the compensation of the Company’s named executive officers:

 

Every 3 Years	Every 2 Years	Every 1 Year	Abstentions	Broker Non-Votes
36,091,783	27,497	1,733,568	3,910,556	1,238,523

 

(d)  On May 26, 2011, following the Annual Meeting, the Board of Directors determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every three years until the next required advisory vote on the frequency of such vote, which will occur no later than the Company’s Annual Meeting of Stockholders in 2017.

 

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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:	June 1, 2011

 

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