CBS CORPORATION (NYSE:CBS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2017, the Board of Directors of CBS Corporation (CBS
or the Company) authorized the Company to enter into an
indemnification agreement with each new director elected to the
CBS Board on the terms set forth in the Companys previously
approved form of director indemnification agreement which was
filed as Exhibit 10 to the Companys Form 8-K filed on September
18, 2009 and is incorporated herein by reference.
or the Company) authorized the Company to enter into an
indemnification agreement with each new director elected to the
CBS Board on the terms set forth in the Companys previously
approved form of director indemnification agreement which was
filed as Exhibit 10 to the Companys Form 8-K filed on September
18, 2009 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of
Directors; Appointment of
>>>>>>>>>>>>>>>>>>>Certain
Officers; Compensatory Arrangements of Certain Officers.
Officers; Compensatory Arrangements of Certain Officers.
(e) On May 19, 2017, the Company entered into a new employment
agreement (the Agreement) with Leslie Moonves, the Companys
Chairman of the Board, President and Chief Executive Officer,
which amends and supersedes the terms of Mr. Moonves prior
employment agreement dated December 11, 2014, as amended, and
provides for the following modifications:
agreement (the Agreement) with Leslie Moonves, the Companys
Chairman of the Board, President and Chief Executive Officer,
which amends and supersedes the terms of Mr. Moonves prior
employment agreement dated December 11, 2014, as amended, and
provides for the following modifications:
The Agreement extends Mr. Moonves term of employment two years to
June 30, 2021.
June 30, 2021.
Mr. Moonves annual salary and target bonus remain unchanged. His
annual grants of restricted stock units (RSUs) for 2018 and 2019
also remain unchanged and he will continue to be eligible to
receive two separate grants of shares of the Companys Class B
common stock after June 30, 2019, subject to his continued
employment through that date, based on the stock price
performance of the Class B common stock during two separate
specified periods each ending on June 30, 2019 (the Existing
Performance Awards).
annual grants of restricted stock units (RSUs) for 2018 and 2019
also remain unchanged and he will continue to be eligible to
receive two separate grants of shares of the Companys Class B
common stock after June 30, 2019, subject to his continued
employment through that date, based on the stock price
performance of the Class B common stock during two separate
specified periods each ending on June 30, 2019 (the Existing
Performance Awards).
The Agreement provides that Mr. Moonves will receive annual
grants of RSUs in each of 2020 and 2021, with a grant date value
of $18.5 million for the 2020 RSU grant and a grant date value of
$9.25 million for the 2021 RSU grant (which value reflects
proration by 50% to take into account the Agreements scheduled
expiration on June 30, 2021). Consistent with the 2018 and 2019
RSU grants, one half of the annual grants of RSUs in 2020 and
2021 will be subject to time- and performance-based vesting
conditions and the other half of such RSUs will be subject to
time-based vesting conditions.
grants of RSUs in each of 2020 and 2021, with a grant date value
of $18.5 million for the 2020 RSU grant and a grant date value of
$9.25 million for the 2021 RSU grant (which value reflects
proration by 50% to take into account the Agreements scheduled
expiration on June 30, 2021). Consistent with the 2018 and 2019
RSU grants, one half of the annual grants of RSUs in 2020 and
2021 will be subject to time- and performance-based vesting
conditions and the other half of such RSUs will be subject to
time-based vesting conditions.
Mr. Moonves will also be eligible to receive a grant of shares of
the Companys Class B common stock following the expiration of the
employment term on June 30, 2021 (the 2017 Performance Award).
The 2017 Performance Award is structured similarly to the
Existing Performance Awards; subject to achievement of a minimum
performance threshold below which no shares will be earned, the
2017 Performance Award will range from 212,487 to 573,697 shares
based on the stock price performance of the Class B common stock
during the period beginning May 19, 2017 and ending June 30,
2021, as adjusted based on the Companys achievement of
established performance goals for calendar years 2019 and 2020.
Mr. Moonves will also be eligible to receive a lump sum cash
payment following the expiration of the employment term on June
30, 2021 (the Cash Performance Award and, together with the 2017
Performance Award, the New Performance Awards). Subject to the
Companys achievement of a threshold level of cumulative adjusted
operating income (COI) below which no award will be earned, the
Cash Performance Award will range from $20 million to $55 million
based on the Companys COI during the period beginning April 1,
2017 and ending June 30, 2021. As with the Existing Performance
Awards, each of the New Performance Awards is subject to
adjustments in the amount and timing of the grant and duration of
the performance period to reflect changed circumstances such as
Mr. Moonves death or disability, or CBS ceasing to be a publicly
traded company (as defined in the Agreement).
the Companys Class B common stock following the expiration of the
employment term on June 30, 2021 (the 2017 Performance Award).
The 2017 Performance Award is structured similarly to the
Existing Performance Awards; subject to achievement of a minimum
performance threshold below which no shares will be earned, the
2017 Performance Award will range from 212,487 to 573,697 shares
based on the stock price performance of the Class B common stock
during the period beginning May 19, 2017 and ending June 30,
2021, as adjusted based on the Companys achievement of
established performance goals for calendar years 2019 and 2020.
Mr. Moonves will also be eligible to receive a lump sum cash
payment following the expiration of the employment term on June
30, 2021 (the Cash Performance Award and, together with the 2017
Performance Award, the New Performance Awards). Subject to the
Companys achievement of a threshold level of cumulative adjusted
operating income (COI) below which no award will be earned, the
Cash Performance Award will range from $20 million to $55 million
based on the Companys COI during the period beginning April 1,
2017 and ending June 30, 2021. As with the Existing Performance
Awards, each of the New Performance Awards is subject to
adjustments in the amount and timing of the grant and duration of
the performance period to reflect changed circumstances such as
Mr. Moonves death or disability, or CBS ceasing to be a publicly
traded company (as defined in the Agreement).
Similar to his prior employment agreement, Mr. Moonves will be
entitled to receive severance payments and benefits in the event
that the Company terminates his employment without cause or if he
resigns his employment for good reason (each as defined in the
Agreement), including a cash payment of $15.0 million in respect
of other consideration not received in the event that such
termination occurs prior to the
entitled to receive severance payments and benefits in the event
that the Company terminates his employment without cause or if he
resigns his employment for good reason (each as defined in the
Agreement), including a cash payment of $15.0 million in respect
of other consideration not received in the event that such
termination occurs prior to the
date of the annual RSU grant in 2021 (which amount shall be
prorated in the case of resignation for good reason). If Mr.
Moonves voluntarily resigns without good reason or his
employment is terminated by the Company for cause, he will not
be entitled to receive any severance payments or benefits. Mr.
Moonves will also continue to be subject to certain restrictive
covenants imposing non-competition obligations, restricting
solicitation of employees, and protecting confidential
information and the Companys ownership of work product,
including for specified periods following termination of
employment and, as applicable, for specified periods if Mr.
Moonves provides services as a Senior Advisor or Producer as
described below.
prorated in the case of resignation for good reason). If Mr.
Moonves voluntarily resigns without good reason or his
employment is terminated by the Company for cause, he will not
be entitled to receive any severance payments or benefits. Mr.
Moonves will also continue to be subject to certain restrictive
covenants imposing non-competition obligations, restricting
solicitation of employees, and protecting confidential
information and the Companys ownership of work product,
including for specified periods following termination of
employment and, as applicable, for specified periods if Mr.
Moonves provides services as a Senior Advisor or Producer as
described below.
The Agreement maintains incentives for Mr. Moonves to continue
his employment with CBS for a period of five years as a Senior
Advisor (the Advisor Period) following the end of the
employment term or upon an earlier termination of his
employment without cause or for good reason. In addition to Mr.
Moonves annual advisor fee, which remains unchanged, the
Agreement provides for an increase in the grant date value of
the one-time RSU award Mr. Moonves will receive at commencement
of the Advisor Period from $10.5 million to $15.0 million; if
he were to elect to commence this Period at the end of his
original employment term, he would forego the additional
incentive compensation for the two year extension as described
herein.
his employment with CBS for a period of five years as a Senior
Advisor (the Advisor Period) following the end of the
employment term or upon an earlier termination of his
employment without cause or for good reason. In addition to Mr.
Moonves annual advisor fee, which remains unchanged, the
Agreement provides for an increase in the grant date value of
the one-time RSU award Mr. Moonves will receive at commencement
of the Advisor Period from $10.5 million to $15.0 million; if
he were to elect to commence this Period at the end of his
original employment term, he would forego the additional
incentive compensation for the two year extension as described
herein.
Mr. Moonves will continue to have the opportunity to provide
services as a Producer for a four-year period (with an option
for Mr. Moonves to extend the period to 6 years) upon notice to
the Company following the end of the employment term or upon an
earlier termination of his employment without cause or for good
reason. If Mr. Moonves elects to provide services as a
Producer, those services will be governed by the material terms
set forth in the letter agreement between him and the Company,
dated December 11, 2014, filed as Exhibit 10(p) to the Companys
Annual Report on Form 10-K for the year ended December 31,
2014.
services as a Producer for a four-year period (with an option
for Mr. Moonves to extend the period to 6 years) upon notice to
the Company following the end of the employment term or upon an
earlier termination of his employment without cause or for good
reason. If Mr. Moonves elects to provide services as a
Producer, those services will be governed by the material terms
set forth in the letter agreement between him and the Company,
dated December 11, 2014, filed as Exhibit 10(p) to the Companys
Annual Report on Form 10-K for the year ended December 31,
2014.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Companys Annual Meeting of Stockholders (the Annual
Meeting) was held on May 19, 2017.
Meeting) was held on May 19, 2017.
(b) The final results of voting on each of the matters
submitted to a vote of the Companys stockholders at the Annual
Meeting as certified by the independent inspector of election
are set forth below.
submitted to a vote of the Companys stockholders at the Annual
Meeting as certified by the independent inspector of election
are set forth below.
1. The nominees for election to the Board of Directors were
elected to hold office, in accordance with the Companys Amended
and Restated Certificate of Incorporation and Amended and
Restated Bylaws, until the next annual meeting or until his or
her successor is duly elected and qualified, based upon the
following votes:
elected to hold office, in accordance with the Companys Amended
and Restated Certificate of Incorporation and Amended and
Restated Bylaws, until the next annual meeting or until his or
her successor is duly elected and qualified, based upon the
following votes:
|
Name
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
||||
|
David R. Andelman
|
36,074,254
|
346,136
|
3,399
|
921,175
|
||||
|
Joseph A. Califano, Jr.
|
36,065,565
|
354,889
|
3,335
|
921,175
|
||||
|
William S. Cohen
|
36,019,841
|
400,340
|
3,608
|
921,175
|
||||
|
Gary L. Countryman
|
36,072,842
|
347,276
|
3,671
|
921,175
|
||||
|
Charles K. Gifford
|
36,019,141
|
400,984
|
3,664
|
921,175
|
||||
|
Leonard Goldberg
|
36,073,586
|
346,639
|
3,564
|
921,175
|
||||
|
Bruce S. Gordon
|
36,020,076
|
400,181
|
3,532
|
921,175
|
||||
|
Linda M. Griego
|
36,087,449
|
334,557
|
1,783
|
921,175
|
||||
|
Arnold Kopelson
|
36,073,931
|
346,209
|
3,649
|
921,175
|
||||
|
Martha L. Minow
|
36,394,145
|
27,353
|
2,291
|
921,175
|
||||
|
Leslie Moonves
|
36,065,289
|
355,941
|
2,559
|
921,175
|
||||
|
Doug Morris
|
36,039,824
|
380,277
|
3,688
|
921,175
|
||||
|
Shari Redstone
|
36,077,197
|
341,801
|
4,791
|
921,175
|
In connection with her election to the Companys Board of
Directors, Ms. Minow entered into the CBS director
indemnification agreement.
Directors, Ms. Minow entered into the CBS director
indemnification agreement.
2. The proposal to ratify the appointment of
PricewaterhouseCoopers LLP to serve as the Companys
independent registered public accounting firm for fiscal year
2017 was approved based upon the following votes:
PricewaterhouseCoopers LLP to serve as the Companys
independent registered public accounting firm for fiscal year
2017 was approved based upon the following votes:
|
For
|
Against
|
Abstentions
|
||
|
37,226,059
|
116,287
|
2,618
|
3. The proposal to approve, on an advisory (non-binding)
basis, the compensation of the Companys named executive
officers, as disclosed in the Companys 2017 Proxy Statement,
was approved based upon the following votes:
basis, the compensation of the Companys named executive
officers, as disclosed in the Companys 2017 Proxy Statement,
was approved based upon the following votes:
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|||
|
35,910,360
|
497,573
|
15,856
|
921,175
|
4. The proposal to approve, on an advisory (non-binding)
basis, the frequency of the advisory (non-binding) vote on
the compensation of the Companys named executive officers, as
disclosed in the Companys 2017 Proxy Statement, received the
following votes:
basis, the frequency of the advisory (non-binding) vote on
the compensation of the Companys named executive officers, as
disclosed in the Companys 2017 Proxy Statement, received the
following votes:
|
One Year
|
Two Years
|
Three Years
|
Abstentions
|
Broker Non-Votes
|
||||
|
3,108,434
|
18,796
|
33,284,121
|
12,438
|
921,175
|
(d) On May 19, 2017, following the Annual Meeting, the Board
of Directors determined that the Company will hold an
advisory vote on the compensation of the Companys named
executive officers every three years until the next required
advisory vote on the frequency of such vote, which will occur
no later than the Companys Annual Meeting of Stockholders in
2023.
of Directors determined that the Company will hold an
advisory vote on the compensation of the Companys named
executive officers every three years until the next required
advisory vote on the frequency of such vote, which will occur
no later than the Companys Annual Meeting of Stockholders in
2023.
About CBS CORPORATION (NYSE:CBS)
CBS Corporation is a mass media company. The Company’s segments include Entertainment, Cable Networks, Publishing and Local Broadcasting. Its Entertainment segment is composed of the CBS Television Network; CBS Television Studios; CBS Global Distribution Group (composed of CBS Studios International and CBS Television Distribution); CBS Interactive, and CBS Films. The Company’s Cable Networks segment is composed of Showtime Networks; CBS Sports Network, and Smithsonian Networks. The Publishing segment is composed of Simon & Schuster, which publishes and distributes consumer books under imprints, such as Simon & Schuster, Pocket Books, Scribner, Gallery Books, Touchstone and Atria Books. The Local Broadcasting segment is composed of CBS Television Stations, its approximately 30 owned broadcast television stations, and CBS Radio, through which it owns and operates radio stations in the United States markets. It operates businesses, which span the media and entertainment industries. CBS CORPORATION (NYSE:CBS) Recent Trading Information
CBS CORPORATION (NYSE:CBS) closed its last trading session up +0.14 at 61.61 with 1,647,168 shares trading hands.
