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): May 14, 2021
VIACOMCBS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-09553 | 04-2949533 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
| 1515 Broadway | |||||||||||
| New York, | New York | 10036 | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (212) 258-6000
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)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||||||||||||||||||||
| Class A Common Stock, $0.001 par value | VIACA | The Nasdaq Stock Market LLC | ||||||||||||||||||||||||
| Class B Common Stock, $0.001 par value | VIAC | The Nasdaq Stock Market LLC | ||||||||||||||||||||||||
| 5.75% Series A Mandatory Convertible Preferred Stock, $0.001 par value | VIACP | The Nasdaq Stock Market LLC | ||||||||||||||||||||||||
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. | ||||
On September 9, 2018, CBS Corporation (the “Company”) entered into a separation and settlement agreement and releases (the “Separation Agreement”) with Leslie Moonves, pursuant to which Mr. Moonves resigned as a director and as Chairman of the Board, President and Chief Executive Officer of the Company. In October 2018, the Company contributed $120 million to a grantor trust pursuant to the Separation Agreement. On December 17, 2018, the CBS Board of Directors announced that it had determined that there were grounds to terminate Mr. Moonves’ employment for cause under his employment agreement with the Company. Any dispute related to the CBS Board of Directors’ determination was subject to binding arbitration as set forth in the Separation Agreement. On January 16, 2019, Mr. Moonves commenced a binding arbitration proceeding with respect to this matter and the related CBS Board of Directors investigation. The disputes between Mr. Moonves and CBS have now been resolved, and on May 14, 2021, the parties dismissed the arbitration proceeding. The assets of the grantor trust will revert to the Company in their entirety.
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.
| VIACOMCBS INC. | ||||||||
| By: | /s/ Christa A. D'Alimonte | |||||||
| Name: | Christa A. D'Alimonte | |||||||
| Title: | Executive Vice President, | |||||||
| General Counsel and Secretary | ||||||||
Date: May 14, 2021