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): May 26, 2016
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 26, 2016.
(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
 
36,269,821
 
424,455
 
3,079
 
794,935
Joseph A. Califano, Jr.
 
36,271,327
 
421,759
 
4,269
 
794,935
William S. Cohen
 
36,204,033
 
490,029
 
3,293
 
794,935
Gary L. Countryman
 
36,275,985
 
417,982
 
3,388
 
794,935
Charles K. Gifford
 
36,208,183
 
484,617
 
4,555
 
794,935
Leonard Goldberg
 
36,267,172
 
426,901
 
3,282
 
794,935
Bruce S. Gordon
 
36,207,846
 
484,899
 
4,610
 
794,935
Linda M. Griego
 
36,288,183
 
405,239
 
3,933
 
794,935
Arnold Kopelson
 
36,277,079
 
415,962
 
4,314
 
794,935
Leslie Moonves
 
36,265,559
 
429,451
 
2,345
 
794,935
Doug Morris
 
36,203,725
 
489,339
 
4,291
 
794,935
Shari Redstone
 
36,248,840
 
443,481
 
5,034
 
794,935
Sumner M. Redstone
 
36,225,536
 
461,941
 
9,878
 
794,935

2.    The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2016 was approved based upon the following votes:
For
 
Against
 
Abstentions
37,345,445
 
138,846
 
7,999

3.    The proposal requesting that the Company adopt greenhouse gas emission goals and issue a report was not approved based upon the following votes:
For
 
Against
 
Abstentions
 
Broker Non-Votes
461,417
 
36,217,914
 
18,024
 
794,935



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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/ Lawrence P. Tu
 
 
Name:
Lawrence P. Tu
 
 
Title:
Senior Executive Vice President and
Chief Legal Officer




Date: May 31, 2016















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