CBS CORPORATION (NYSE:CBS) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

CBS CORPORATION (NYSE:CBS) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
Item 5.04Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

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On August 9, 2017, CBS Corporation ("CBS") sent a notice (the "Notice") to its directors and executive officers informing them that, in order to implement a transition to a new recordkeeper for the CBS 401(k) Plan (the "Plan"), Plan participants will be unable to direct or diversify the investments in their Plan accounts, including in the CBS Class A common stock and/or CBS Class B common stock funds, or obtain loans or distributions from the Plan, during the period beginning on September 25, 2017 at 3:00 pm (Eastern Time) and expected to end during the week of October 15, 2017 (the "Blackout Period").

The Notice also states that, to Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR (Blackout Trading Restriction), during the Blackout Period, CBS’ directors and executive officers will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring shares of CBS Class A common stock, CBS Class B common stock and derivative securities acquired in connection with their service or employment as a director or an executive officer of CBS, subject to certain exceptions. The Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Inquiries concerning the Notice or the Blackout Period, including the beginning and ending dates thereof (and for a period of two years after the ending date of the Blackout Period), may be directed without charge to:

CBS Corporation

51 W. 52nd Street

New York, New York 10019

Attention: Jonathan Anschell, Executive Vice President, Deputy General Counsel and Secretary;

and/or Stephen Mirante, Executive Vice President, Human Resources

Telephone number: 212-975-4321

Item 9.01Financial Statements and Exhibits.




Description of Exhibit


Notice to Directors and Executive Officers of CBS Corporation dated August 9, 2017.

CBS CORP Exhibit
EX-99.1 2 ex_991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OFCBS CORPORATIONRestrictions on Trading CBS Corporation Class A and Class B Common StockDuring CBS 401(k) Plan Blackout PeriodCBS Corporation (“CBS”) has determined to change the recordkeeper for the CBS 401(k) Plan (the “Plan”). In order to implement this transition,…
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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.

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