Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 31, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-09553   04-2949533

(State or other jurisdiction

of incorporation)



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

Not Applicable

(Former name or former address, if changed since last report)



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))

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  ☐

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.  ☐




Item 8.01

Other Events.

The Board of Directors of CBS Corporation (the “Company”) has determined that the Company’s 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) will be held on May 29, 2019.

The Company’s Amended and Restated Bylaws generally require advance written notice from a stockholder seeking to present any business or proposal, not for inclusion in the Company’s proxy statement but directly at the 2019 Annual Meeting, including nominations of persons for election to the Company’s Board of Directors. Based upon the date established for the 2019 Annual Meeting, the new deadline for any such stockholder proposal shall be the close of business on February 28, 2019. Notice of any such stockholder proposal or director nomination must be received at the Company’s principal executive offices at 51 West 52nd Street, New York, NY 10019, Attention: Jonathan H. Anschell, Secretary.




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.



/s/ Lawrence P. Tu

Name:   Lawrence P. Tu

Senior Executive Vice President

and Chief Legal Officer

Date: February 5, 2019