form8-k_031714


 
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): March 17, 2014
 

 
VIACOM INC.
 
 
(Exact name of registrant as specified in its charter)
 

Delaware
001-32686
20-3515052
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer Identification Number)

 
1515 Broadway, New York, NY
10036
 
 
(Address of principal executive offices)
(Zip Code)
 

 
Registrant’s telephone number, including area code: (212) 258-6000
 

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 (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Section 5 – Corporate Governance and Management

Item 5.07
Submission of Matters to a Vote of Security Holders.

The final results of voting on each of the items presented at Viacom Inc.’s (the “Company”) Annual Meeting of Stockholders held on March 17, 2014, as certified by the Company’s independent inspector of election, are set forth below. Each of items 1, 2 and 3 received the affirmative vote of the holders of a majority of the aggregate voting power of the Viacom Class A Common Stock that was both entitled to vote (i.e., that was outstanding on the Company’s record date) and present in person or by proxy at the Annual Meeting, and was therefore approved pursuant to the Company’s Amended and Restated Bylaws. A total of 50,320,141 shares of Class A Common Stock, representing approximately 98.6% of the Class A shares outstanding, were represented at the meeting.
 
1.
Election of Directors:
 
 
 
 
 
 
 
 
 
For
 
Withheld
 
Broker Non-Votes
 
George S. Abrams
 
48,618,181
 
59,571
 
1,642,389
 
Philippe P. Dauman
 
48,627,015
 
50,737
 
1,642,389
 
Thomas E. Dooley
 
48,620,919
 
56,833
 
1,642,389
 
Cristiana Falcone Sorrell
 
48,254,669
 
423,083
 
1,642,389
 
Alan C. Greenberg
 
47,523,850
 
1,153,902
 
1,642,389
 
Robert K. Kraft
 
48,648,556
 
29,196
 
1,642,389
 
Blythe J. McGarvie
 
48,652,510
 
25,242
 
1,642,389
 
Deborah Norville
 
47,483,084
 
1,194,668
 
1,642,389
 
Charles E. Phillips, Jr.
 
48,651,100
 
26,652
 
1,642,389
 
Shari Redstone
 
48,618,810
 
58,942
 
1,642,389
 
Sumner M. Redstone
 
48,602,036
 
75,716
 
1,642,389
 
Frederic V. Salerno
 
47,500,761
 
1,176,991
 
1,642,389
 
William Schwartz
 
48,638,534
 
39,218
 
1,642,389

2.
Adoption, on an advisory basis, of a resolution approving the compensation of the Company’s named executive officers, as described in the “Executive Compensation” section of the Company’s 2014 Proxy Statement:
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
48,146,263
 
511,702
 
19,787
 
1,642,389

3.
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for fiscal year 2014:
 
 
 
For
 
Against
 
Abstentions
 
 
 
50,236,239
 
77,000
 
6,902
 
 

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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.


 
VIACOM INC.
 
 
 
 
 
 
 
By:
/s/ Michael D. Fricklas
 
 
Name:
Michael D. Fricklas
 
 
Title:
Executive Vice President, General Counsel and Secretary


Date: March 20, 2014



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