NEW YORK, Sept. 9, 2018 /PRNewswire/ -- CBS
Corporation (NYSE: CBS.A and CBS) ("CBS" or "the Company") today
announced a settlement agreement with National Amusements, Inc.
("NAI"), members of the CBS Board of Directors, and related
parties. Under the terms of the settlement, which have been
approved by the Boards of Directors of CBS and NAI, the parties
agreed to dismiss their pending litigation in Delaware. The full Board of CBS (following the
unanimous recommendation of the Special Committee of the Board) has
unanimously rescinded the previously announced Class A share
dividend, and NAI has amended the Bylaws to undo the previous
amendments that it adopted following filing of the Delaware litigation.
Concurrently with the settlement, Leslie
Moonves will depart as Chairman, President and Chief
Executive Officer effective immediately. Chief Operating Officer
Joseph Ianniello will serve as
President and Acting CEO while the Board conducts a search for a
permanent successor. Mr. Ianniello, who joined the Company in 2005,
has been COO of CBS since June 2013.
The Chairman position will remain open pending the appointment of a
permanent CEO.
Moonves and CBS will donate $20
million to one or more organizations that support the #MeToo
movement and equality for women in the workplace. The donation,
which will be made immediately, has been deducted from any
severance benefits that may be due Moonves following the Board's
ongoing independent investigation led by Covington & Burling
and Debevoise & Plimpton. Moonves will not receive any
severance benefits at this time (other than certain fully accrued
and vested compensation and benefits); any payments to be made in
the future will depend upon the results of the independent
investigation and subsequent Board evaluation.
In keeping with CBS' and NAI's commitment to Board independence,
five current independent directors and one NAI-affiliated director
have stepped down from the Board, and six new independent directors
have been elected to the Board. The ongoing members of the
Nominating and Governance Committee have endorsed the new
independent directors. The new Board will be comprised of 11
independent directors and 2 NAI-affiliated directors.
In addition, NAI confirmed that it has no plans to propose a
merger of CBS and Viacom and has agreed that it will make no such
proposal for at least two years after the date of the settlement.
NAI reaffirmed that it will give good faith consideration to any
business combination transaction or other strategic alternative
that the independent directors believe are in the best interests of
the Company and its stockholders.
Vice Chair Shari Redstone said,
"CBS is an organization of talented and dedicated people who have
created one of the most successful media companies in the world.
Today's resolution will benefit all shareholders, allowing us to
focus on the business of running CBS – and transforming it for the
future. We are confident in Joe's ability to serve as acting CEO
and delighted to welcome our new directors, who bring valuable and
diverse expertise and a strong commitment to corporate
governance."
Lead Independent Director Bruce
Gordon said, "We thank Les for his 24 years of service.
Among his achievements, he established a strong management team,
giving us great confidence as we accelerate our succession plans
and provide continuity of leadership. This agreement maintains an
independent Board that is charged with determining the best course
for the future of CBS on behalf of all shareholders."
Gordon thanked the outgoing directors for their service: "They
have devoted many valuable hours looking out for the best interests
of this company, which has achieved industry-leading performance
during their tenure. I welcome the new directors, who bring superb
expertise, competence and diversity of perspective."
The six new independent Board members are: Candace Beinecke, Barbara Byrne, Brian
Goldner, Richard D. Parsons,
Susan Schuman and Strauss Zelnick.
The following independent directors will remain on the board in
addition to Gordon: William Cohen,
Gary Countryman, Linda Griego and Martha Minow. On behalf of NAI,
in addition to Redstone, Robert
Klieger remains on the board.
Additional details about the settlement agreement and the
agreement with Moonves will be included in a CBS Corporation 8-K
filing.
The Board will schedule the Company's Annual Meeting of
Shareholders for no later than Nov. 30,
2018.
Joe Ianniello
Bio
Joseph Ianniello
will now serve as President and Acting CEO of CBS Corporation. In
this role, he will oversee all operations of the Company, including
the CBS Television Network, Showtime Networks, The CW (a joint
venture between CBS Corporation and Warner Bros. Entertainment),
CBS Television Studios, CBS Studios International, CBS Television
Distribution, CBS Interactive, CBS Films, CBS Television Stations
and Simon & Schuster.
Previously, since 2013, Ianniello served as the Chief Operating
Officer, where he was responsible for establishing and executing
strategy across all of the Corporation's businesses. In addition,
he oversaw the monetization of the Company's content across
platforms, including retransmission consent fees and reverse
compensation from affiliates, as well as the licensing of CBS
content for digital streaming and broadband services.
Ianniello has helped lead CBS to be the #1 media stock among its
peers for three of the last five years. Recently, he led the
Company's acquisition of Network Ten in Australia and the split-off CBS Radio through
a transaction with Entercom. In addition, he led the conversion of
CBS Outdoor into a real-estate investment trust, marking a first
for an outdoor advertising business and ultimately leading to the
split-off of CBS Outdoor from CBS in 2014.
Prior to being named Chief Operating Officer, Ianniello served
as Chief Financial Officer (2009-2013) where he was responsible for
the Company's financial strategy across all of its operations.
Before that, he held a number of key financial positions in the
Company. He joined CBS in 1997.
In 2013 and 2014, Ianniello was ranked the #1 chief financial
officer by sell-side analysts in Institutional Investor's annual
All-America Executive Team survey. Ianniello serves on the Board of
Directors of New Alternatives for Children, Inc.
Ianniello earned a Bachelor of Business Administration at
Pace University, where he serves today
on its Board of Trustees, and a Master of Business Administration
at Columbia University. He is married
and has two children.
About CBS Corporation:
CBS Corporation (NYSE:CBS.A
and CBS) is a mass media company that creates and distributes
industry-leading content across a variety of platforms to audiences
around the world. The Company has businesses with origins that date
back to the dawn of the broadcasting age as well as new ventures
that operate on the leading edge of media. CBS owns the
most-watched television network in the U.S. and one of the world's
largest libraries of entertainment content, making its brand — "the
Eye" — one of the most-recognized in business. The Company's
operations span virtually every field of media and entertainment,
including cable, publishing, local TV, film, and interactive and
socially responsible media. CBS' businesses include CBS Television
Network, The CW (a joint venture between CBS Corporation and Warner
Bros. Entertainment), Network Ten Australia, CBS Television
Studios, CBS Studios International, CBS Television Distribution,
CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS
Films, Showtime Networks, CBS Sports Network, Pop (a joint venture
between CBS Corporation and Lionsgate), Smithsonian Networks, Simon
& Schuster, CBS Television Stations, CBS EcoMedia, and CBS
Experiences. For more information, go to
www.cbscorporation.com.
About National Amusements, Inc.:
National Amusements,
Inc., is a world leader in the motion picture exhibition industry
operating more than 950 movie screens in the U.S., U.K. and
Latin America. National Amusements
delivers a superior entertainment experience in theatres around the
world under its Showcase, Cinema de Lux, Multiplex, SuperLux and
UCI brands. Based in Norwood,
Massachusetts, National Amusements is a closely held company
operating under the third generation of leadership by the Redstone
family. National Amusements is the parent company of both Viacom
and CBS Corporation. National Amusements, directly and through
subsidiaries, holds approximately 79.8% of the Class A (voting)
common stock of Viacom Inc., constituting 10% of the overall equity
of the Company. National Amusements, directly and through
subsidiaries, also holds approximately 79.6% of the Class A
(voting) common stock of CBS Corporation and approximately 9.5% of
the Class A common stock and Class B (non-voting) common stock on a
combined basis.
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SOURCE CBS Corporation