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):  March 11, 2019
 

 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o






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 (“Viacom” or the “Company”) Annual Meeting of Stockholders held on March 11, 2019, as certified by the Company’s independent inspector of election, are set forth below.
 
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 voted “for” each of the directors nominated pursuant to Item 1, and “for” Item 2.  Each of Item 1 and Item 2 was therefore approved pursuant to the Company’s Amended and Restated Bylaws.
 
A total of 48,787,136 shares of Class A Common Stock, representing approximately 98.69% of the Class A shares outstanding, were represented at the Annual Meeting.
1.
Election of Directors:
 
 
 
 
 
 
 
 
 
For
 
Withheld
 
Broker Non-Votes
 
Robert M. Bakish
 
46,897,242
 
173,145
 
1,716,749
 
Cristiana Falcone Sorrell
 
46,901,640
 
168,747
 
1,716,749
 
Thomas J. May
 
46,480,320
 
590,067
 
1,716,749
 
Judith A. McHale
 
46,503,898
 
566,489
 
1,716,749
 
Ronald L. Nelson
 
46,474,428
 
595,959
 
1,716,749
 
Deborah Norville
 
46,374,647
 
695,740
 
1,716,749
 
Charles E. Phillips, Jr.
 
46,506,080
 
564,307
 
1,716,749
 
Shari Redstone
 
46,900,074
 
170,313
 
1,716,749
 
Nicole Seligman
 
46,900,761
 
169,626
 
1,716,749
2.
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for fiscal year 2019:
 
 
 
For
 
Against
 
Abstentions
 
48,658,210
 
109,979
 
18,947





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/ Christa A. D’Alimonte
 
 
Name:
Christa A. D’Alimonte
 
 
Title:
Executive Vice President, General Counsel and Secretary


Date: March 13, 2019