form8-k.htm
 
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 21, 2013
  


 
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)           On March 21, 2013, the Board of Directors (the “Board”) of Viacom Inc. (the “Company”) elected Cristiana Falcone Sorrell and Deborah Norville as members of the Board pursuant to the Company’s Amended and Restated Bylaws, in each case effective March 21, 2013, for a term of one year and until her successor is duly elected and qualified.  In connection with these elections, pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Board determined to increase its size from eleven members to thirteen members.  Effective March 21, 2013, Ms. Falcone Sorrell will serve on the Board’s Audit Committee and Ms. Norville will serve on the Board’s Compensation Committee.  Ms. Falcone Sorrell and Ms. Norville will be compensated in accordance with the Company’s compensation program for outside directors, a summary of which is filed as Exhibit 10.1 hereto and incorporated by reference herein in its entirety.

Neither Ms. Falcone Sorrell nor Ms. Norville was selected as a director pursuant to an arrangement or understanding with any other person.
 
Ms. Falcone Sorrell’s husband, Martin Sorrell, is Group chief executive of WPP.  WPP, through its operating subsidiaries, is one of the world’s largest communications services companies.  Viacom and its subsidiaries, in the ordinary course of business, engage in a significant amount of advertising business with WPP’s operating subsidiaries.
 
A copy of the press release announcing the elections of Ms. Falcone Sorrell and Ms. Norville to the Board is filed as Exhibit 99 hereto and incorporated by reference herein in its entirety.

Item 5.07
Submission of Matters to a Vote of Security Holders.

The final results of voting on each of the items presented at the Company’s Annual Meeting of Stockholders held on March 21, 2013, 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 on the Company’s record date, present in person or by proxy at the Annual Meeting, and was therefore approved pursuant to the Company’s Amended and Restated Bylaws.  A total of 50,413,518 shares of Class A Common Stock, representing approximately 98.6% of the Class A shares outstanding, were represented at the meeting.
 
1.
Election of Directors:
            
     
For
  
Withheld
  
Broker Non-Votes
 
George S. Abrams
  
48,794,264       
 
95,273   
 
1,523,981       
 
Philippe P. Dauman
  
48,822,404       
 
67,133   
 
1,523,981       
 
Thomas E. Dooley
  
48,809,501       
 
80,036   
 
1,523,981       
 
Alan C. Greenberg
  
47,718,823       
 
1,170,714   
 
1,523,981       
 
Robert K. Kraft
  
48,840,473       
 
49,064   
 
1,523,981       
 
Blythe J. McGarvie
  
48,424,061       
 
465,476   
 
1,523,981       
 
Charles E. Phillips, Jr.
  
48,423,969       
 
465,568   
 
1,523,981       
 
Shari Redstone
  
48,793,999       
 
95,538   
 
1,523,981       
 
Sumner M. Redstone
  
48,797,467       
 
92,070   
 
1,523,981       
 
Frederic V. Salerno
  
47,119,432       
 
1,770,105   
 
1,523,981       
 
William Schwartz
  
48,421,999       
 
467,538   
 
1,523,981       

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2.
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for fiscal year 2013:
   
 
For
  
Against
  
Abstentions
    
 
50,354,361
  
38,854
  
20,303
    
 

Section 9 – Financial Statements and Exhibits

Item 9.01                      Financial Statements and Exhibits.

       (d)           Exhibits.  The following exhibits are filed as part of this Report on Form 8-K:

 
Exhibit No.
Description of Exhibit
     
 
10.1
Summary of Viacom Inc. Compensation for Outside Directors.
     
 
99
Press release dated March 21, 2013.


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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 27, 2013


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EXHIBIT INDEX
 
Exhibit No.
Description of Exhibit
   
10.1
Summary of Viacom Inc. Compensation for Outside Directors.
   
99
Press release dated March 21, 2013.

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