UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
VIACOM INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 9, 2010
— Before You Vote —
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE:
1. NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2. 2009 ANNUAL REPORT ON FORM 10-K 3. STOCKHOLDER LETTER
How to View Online:
Go to http://proxymaterials.viacom.com to view these materials online.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these materials, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. To facilitate timely delivery, please make the request as instructed above on or before 05/26/10.
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— How To Vote — Please Choose One of The Following Voting Methods
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Vote In Person: If you are a registered holder of Class A common stock, please mark the appropriate box on the proxy card, or indicate that you plan to attend the meeting when you vote by telephone or the Internet, and an admission ticket will be sent to you. If you hold shares of Class A common stock beneficially in a brokerage account or otherwise, you must obtain an admission ticket in advance by sending a written request along with proof of ownership (such as your brokerage firm account statement or statement of holdings from our transfer agent) to Director, Shareholder Relations, Viacom Inc., 1515 Broadway, 52nd Floor, New York, New York 10036-5794. Please bring photo identification with you for admittance to the meeting.
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| Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12-Digit Control Number available and follow the instructions. Use the Internet to transmit your voting instructions up until 11:59 p.m., Eastern Daylight Time on June 8, 2010 (June 7, 2010 for 401(k) plan participants).
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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| Voting Items | ||||||||||||||||||||||
| The Board recommends a vote FOR items 1 through 5.
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1. |
The election of 11 directors: |
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Nominees: |
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| 01) George S. Abrams | 07) Charles E. Phillips, Jr. | |||||||||||||||||||||
| 02) Philippe P. Dauman | 08) Shari Redstone | |||||||||||||||||||||
| 03) Thomas E. Dooley | 09) Sumner M. Redstone | |||||||||||||||||||||
| 04) Alan C. Greenberg | 10) Frederic V. Salerno | |||||||||||||||||||||
| 05) Robert K. Kraft | 11) William Schwartz | |||||||||||||||||||||
| 06) Blythe J. McGarvie | ||||||||||||||||||||||
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2. |
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as independent auditor for Viacom Inc. for fiscal year 2010.
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3. |
The approval of the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated effective January 1, 2011.
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4. |
The approval of the Viacom Inc. 2011 Stock Option Plan for Outside Directors.
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5. |
The approval of the Viacom Inc. 2011 RSU Plan for Outside Directors.
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Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 9, 2010
— How to Access the Proxy Materials —
| Proxy Materials Available to VIEW or RECEIVE:
1. NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2. 2009 ANNUAL REPORT ON FORM 10-K 3. STOCKHOLDER LETTER
How to View Online:
Go to http://proxymaterials.viacom.com to view these materials online.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these materials, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. To facilitate timely delivery, please make the request as instructed above on or before 05/26/10.
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| Voting Items - For Informational Purposes Only | ||||||||||||||||||||||
| The following matters are being considered at the upcoming meeting. This information is being provided for informational purposes only.
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1. |
The election of 11 directors: |
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Nominees: |
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| 01) George S. Abrams | 07) Charles E. Phillips, Jr. | |||||||||||||||||||||
| 02) Philippe P. Dauman | 08) Shari Redstone | |||||||||||||||||||||
| 03) Thomas E. Dooley | 09) Sumner M. Redstone | |||||||||||||||||||||
| 04) Alan C. Greenberg | 10) Frederic V. Salerno | |||||||||||||||||||||
| 05) Robert K. Kraft | 11) William Schwartz | |||||||||||||||||||||
| 06) Blythe J. McGarvie | ||||||||||||||||||||||
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2. |
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as independent auditor for Viacom Inc. for fiscal year 2010.
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3. |
The approval of the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated effective January 1, 2011.
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4. |
The approval of the Viacom Inc. 2011 Stock Option Plan for Outside Directors.
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5. |
The approval of the Viacom Inc. 2011 RSU Plan for Outside Directors.
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