Document


 
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, 2018
 

 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o





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 (“Viacom” or the “Company”) Annual Meeting of Stockholders held on March 8, 2018, as certified by the Company’s independent inspector of election, are set forth below.
 
Each of the directors nominated pursuant to Item 1, and Item 2, 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 42,607,980 shares of Class A Common Stock, representing approximately 86.2% of the Class A shares outstanding, were represented at the Annual Meeting.
1.
Election of Directors:
 
 
 
 
 
 
 
 
 
For
 
Withheld
 
Broker Non-Votes
 
Robert M. Bakish
 
40,881,741
 
154,916
 
1,571,323
 
Cristiana Falcone Sorrell
 
40,886,203
 
150,454
 
1,571,323
 
Thomas J. May
 
40,653,802
 
382,855
 
1,571,323
 
Judith A. McHale
 
40,663,642
 
373,015
 
1,571,323
 
Ronald L. Nelson
 
40,056,919
 
979,738
 
1,571,323
 
Deborah Norville
 
40,255,917
 
780,740
 
1,571,323
 
Charles E. Phillips, Jr.
 
40,634,716
 
401,941
 
1,571,323
 
Shari Redstone
 
40,886,766
 
149,891
 
1,571,323
 
Nicole Seligman
 
40,886,283
 
150,374
 
1,571,323
2.
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for fiscal year 2018:
 
 
 
For
 
Against
 
Abstentions
 
42,491,381
 
91,469
 
25,130





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/ Christa A. D’Alimonte
 
 
Name:
Title:
Christa A. D’Alimonte
Executive Vice President, General Counsel and Secretary

Date: March 13, 2018