Attached files
| file | filename |
|---|---|
| EX-99 - EX-99 - ViacomCBS Inc. | d644191dex99.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 18, 2018
CBS CORPORATION
(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) |
| 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
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On October 21, 2018, CBS Corporation (the “Company” or “CBS”) announced that Richard D. Parsons has resigned from the Company’s Board of Directors (the “Board”), including his position as Interim Chairman of the Board, for health related reasons. Mr. Parsons’ resignation is effective October 21, 2018. The Company also announced that Strauss Zelnick assumed Mr. Parsons’ position as Interim Chairman of the Board. The appointment follows a unanimous decision by the Board on October 21, 2018.
A copy of the Company’s press release announcing the foregoing is filed herewith as Exhibit 99.
In addition, as previously reported, CBS appointed Christina Spade as the Company’s Executive Vice President, Chief Financial Officer, effective October 18, 2018. Effective on the same date, Joseph R. Ianniello, the Company’s President and Acting Chief Executive Officer, ceased to serve as the Company’s principal financial officer concurrently with Ms. Spade’s appointment to that position.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following Exhibit is filed as part of this Report on Form 8-K:
| Exhibit |
Description of Exhibit | |
| 99 | Press Release of CBS Corporation dated October 21, 2018 | |
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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.
| CBS CORPORATION (Registrant) | ||
| By: | /s/ Lawrence P. Tu | |
| Name: Lawrence P. Tu | ||
| Title: Senior Executive Vice President and Chief Legal Officer | ||
Date: October 22, 2018
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