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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): May 28, 2021
VIACOMCBS INC.
(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)
1515 Broadway
New York, New York 10036
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 258-6000
Not Applicable
(Former name or former address, if changed since last report)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Class A Common Stock, $0.001 par value VIACA The Nasdaq Stock Market LLC
Class B Common Stock, $0.001 par value VIAC The Nasdaq Stock Market LLC
5.75% Series A Mandatory Convertible Preferred Stock, $0.001 par value VIACP The Nasdaq Stock Market LLC
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.
(e) On March 24, 2021, the Board of Directors of ViacomCBS Inc. (“ViacomCBS” or the “Company”) adopted an amendment and restatement of the Company’s 2009 Long-Term Incentive Plan (the “Amended and Restated Plan”), subject to approval by the Company’s stockholders. On May 25, 2021, the stockholders of the Company approved the Amended and Restated Plan at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The Amended and Restated Plan (i) extends the term of the Plan to midnight on the day prior to the Company’s 2031 Annual Meeting of Stockholders; (ii) increases the number of shares of the Company’s common stock issuable thereunder from 107,258,647 shares to 112,258,647 shares; (iii) removes the 56,436,251 share “full-value award” sublimit; (iv) removes certain provisions relating to the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code to reflect the repeal of such exemption; and (v) reflects the Company’s current name, corporate structure and stock exchange listing.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The final results of voting on each of the items presented at the Annual Meeting, as certified by the Company’s independent inspector of election, are set forth below. Each of the directors nominated pursuant to Item 1, and each of Items 2 and 3, received the affirmative vote of the holders of a majority of the aggregate voting power of the ViacomCBS Class A Common Stock present (whether in person or by proxy) and entitled to vote at the Annual Meeting, and was therefore approved pursuant to the Company’s Amended and Restated Bylaws. Item 4 did not receive the affirmative vote of the holders of a majority of the aggregate voting power of the ViacomCBS Class A Common Stock present (whether in person or by proxy) and entitled to vote at the Annual Meeting, and was therefore not approved pursuant to the Company’s Amended and Restated Bylaws. A total of 38,104,237 shares of Class A Common Stock, representing approximately 93.60% of the Class A shares outstanding on the record date, were represented at the Annual Meeting.
1. Election of Directors:
For Against Abstentions Broker
Non-Votes
Robert M. Bakish 36,694,165 129,622 17,341 1,263,109
Candace K. Beinecke 36,691,352 133,460 16,316 1,263,109
Barbara M. Byrne 36,576,998 248,028 16,102 1,263,109
Brian Goldner 35,567,845 1,255,144 18,139 1,263,109
Linda M. Griego 35,927,474 896,538 17,116 1,263,109
Robert N. Klieger 36,679,836 144,595 16,697 1,263,109
Judith A. McHale 35,958,818 865,513 16,797 1,263,109
Ronald L. Nelson 35,978,613 845,080 17,435 1,263,109
Charles E. Phillips, Jr. 36,684,081 139,623 17,424 1,263,109
Shari E. Redstone 36,660,429 164,084 16,615 1,263,109
Susan Schuman 36,691,198 133,493 16,437 1,263,109
Nicole Seligman 36,633,936 186,795 20,397 1,263,109
Frederick O. Terrell 36,570,896 248,474 21,758 1,263,109

2. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for fiscal year 2021:
For Against Abstentions
37,936,750 152,710 14,777




3. Approval of the amendment and restatement of the Company’s 2009 Long-Term Incentive Plan
For Against Abstentions Broker Non-Votes
36,635,505 177,920 27,703 1,263,109

4. Stockholder proposal requesting that the Company’s Board of Directors take steps to enable stockholder proxy access
For Against Abstentions Broker Non-Votes
1,522,689 31,967,892 3,350,547 1,263,109





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.

VIACOMCBS INC.
By:  /s/ Christa A. D'Alimonte
Name: Christa A. D'Alimonte
Title: Executive Vice President,
           General Counsel and Secretary



Date: May 28, 2021


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