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): February 6, 2017
 

 
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.

(b)   On February 10, 2017, Viacom Inc. (“Viacom” or the “Company”) announced that Michael Fricklas, our Executive Vice President, General Counsel and Secretary, will be leaving the Company. He will continue in the role for a transition period, the duration of which has not yet been determined.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 6, 2017, the Viacom Board of Directors amended the Company’s Amended and Restated Bylaws (the “Bylaws”) in order to delete provisions that, by the express language of the Bylaws, were no longer applicable. The amended Bylaws are filed herewith as Exhibit 3.2.

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 February 6, 2017, as certified by the Company’s independent inspector of election, are set forth below.

Each of the directors nominated pursuant to Item 1, and each of Items 2 (which was proposed on an advisory basis), 4 and 5, 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 Bylaws. Under Item 3, which was proposed on an advisory basis, the “Three Years” option 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 Bylaws.

A total of 48,595,325 shares of Class A Common Stock, representing approximately 98.3% of the Class A shares outstanding, were represented at the Annual Meeting.

1.
Election of Directors:
 
 
 
 
 
 
 
 
 
For
 
Withheld
 
Broker Non-Votes
 
Robert M. Bakish
 
46,424,629
 
111,272
 
2,059,424
 
Cristiana Falcone Sorrell
 
46,406,104
 
129,797
 
2,059,424
 
Kenneth B. Lerer
 
46,454,899
 
81,002
 
2,059,424
 
Thomas J. May
 
46,425,805
 
110,096
 
2,059,424
 
Judith A. McHale
 
46,310,166
 
225,735
 
2,059,424
 
Ronald L. Nelson
 
45,659,420
 
876,481
 
2,059,424
 
Deborah Norville
 
45,095,844
 
1,440,057
 
2,059,424
 
Charles E. Phillips, Jr.
 
45,980,138
 
555,763
 
2,059,424
 
Shari Redstone
 
46,430,788
 
105,113
 
2,059,424
 
Nicole Seligman
 
46,319,775
 
216,126
 
2,059,424

2.
Advisory approval of the compensation of the Company’s named executive officers:
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
44,572,403
 
1,941,601
 
21,897
 
2,059,424


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3.
Advisory approval of the frequency of the stockholder vote on the compensation of the Company’s named executive officers:
 
 
 
Three Years
 
Two Years
 
One Year
 
Abstentions
 
44,232,589
 
20,041
 
2,270,416
 
12,855

4.
Approval of the Viacom Inc. Senior Executive Short-Term Incentive Plan, as amended and restated as of December 12, 2016:
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
45,348,975
 
1,165,002
 
21,924
 
2,059,424

5.
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for fiscal year 2017:
 
 
 
For
 
Against
 
Abstentions
 
48,470,247
 
95,047
 
30,031

Section 9 – Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits.

(d)   Exhibits. The following exhibit is filed as part of this Report on Form 8-K:
 
Exhibit No.
 
Description of Exhibit
 
 
 
 
 
3.2
 
Amended and Restated Bylaws of Viacom Inc. (effective as of August 18, 2016; as amended as of February 6, 2017).



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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: February 10, 2017



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Exhibit Index

Exhibit No.
Description of Exhibit
 
 
3.2
Amended and Restated Bylaws of Viacom Inc. (effective as of August 18, 2016; as amended as of February 6, 2017).
 
 



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