8-K


 
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 14, 2016
 

 
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))





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 14, 2016, as certified by the Company’s independent inspector of election, are set forth below. Each of items 1 and 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. Item 3 received the negative 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 not approved pursuant to the Company’s Amended and Restated Bylaws. A total of 48,694,756 shares of Class A Common Stock, representing approximately 98.5% of the Class A shares outstanding, were represented at the meeting.
 
1.
Election of Directors:
 
 
 
 
 
 
 
 
 
For
 
Withheld
 
Broker Non-Votes
 
George S. Abrams
 
46,608,874
 
300,225
 
1,785,657
 
Philippe P. Dauman
 
46,584,710
 
324,389
 
1,785,657
 
Thomas E. Dooley
 
46,611,250
 
297,849
 
1,785,657
 
Cristiana Falcone Sorrell
 
46,308,304
 
600,795
 
1,785,657
 
Blythe J. McGarvie
 
45,115,936
 
1,793,163
 
1,785,657
 
Deborah Norville
 
45,096,618
 
1,812,481
 
1,785,657
 
Charles E. Phillips, Jr.
 
45,133,667
 
1,775,432
 
1,785,657
 
Shari Redstone
 
46,609,580
 
299,519
 
1,785,657
 
Sumner M. Redstone
 
46,511,942
 
397,157
 
1,785,657
 
Frederic V. Salerno
 
45,087,496
 
1,821,603
 
1,785,657
 
William Schwartz
 
45,124,444
 
1,784,655
 
1,785,657

2.
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for fiscal year 2016:
 
 
 
For
 
Against
 
Abstentions
 
 
 
48,618,354
 
63,475
 
12,927
 
 

3.
Stockholder proposal requesting that the Board of Directors take steps to adopt a recapitalization plan for all outstanding stock to have one vote per share:
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
2,050,599
 
44,838,576
 
19,924
 
1,785,657


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Section 8 – Other Events
 
Item 8.01
Other Events.
 
 On March 16, 2016, the Company issued the press release furnished herewith as Exhibit 99, announcing that its Board of Directors has created the position of Lead Independent Director and that the Company’s independent directors have elected Frederic V. Salerno to the newly created position.
 
 
 
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits. The following exhibit is furnished as part of this Report on Form 8-K:
 
 
Exhibit No.
 
Description of Exhibit
 
 
 
 
 
99
 
Press release of Viacom Inc. dated March 16, 2016.


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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 16, 2016



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Exhibit Index

Exhibit No.
Description of Exhibit
 
 
99
Press release of Viacom Inc. dated March 16, 2016.
 
 



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