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VIA > SEC Filings for VIA > Form 8-K on 27-Mar-2013All Recent SEC Filings

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Form 8-K for VIACOM INC.


Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On March 21, 2013, the Board of Directors (the "Board") of Viacom Inc. (the "Company") elected Cristiana Falcone Sorrell and Deborah Norville as members of the Board pursuant to the Company's Amended and Restated Bylaws, in each case effective March 21, 2013, for a term of one year and until her successor is duly elected and qualified. In connection with these elections, pursuant to the Company's Amended and Restated Certificate of Incorporation, the Board determined to increase its size from eleven members to thirteen members. Effective March 21, 2013, Ms. Falcone Sorrell will serve on the Board's Audit Committee and Ms. Norville will serve on the Board's Compensation Committee. Ms. Falcone Sorrell and Ms. Norville will be compensated in accordance with the Company's compensation program for outside directors, a summary of which is filed as Exhibit 10.1 hereto and incorporated by reference herein in its entirety.

Neither Ms. Falcone Sorrell nor Ms. Norville was selected as a director pursuant to an arrangement or understanding with any other person.

Ms. Falcone Sorrell's husband, Martin Sorrell, is Group chief executive of WPP. WPP, through its operating subsidiaries, is one of the world's largest communications services companies. Viacom and its subsidiaries, in the ordinary course of business, engage in a significant amount of advertising business with WPP's operating subsidiaries.

A copy of the press release announcing the elections of Ms. Falcone Sorrell and Ms. Norville to the Board is filed as Exhibit 99 hereto and incorporated by reference herein in its entirety.

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 Company's Annual Meeting of Stockholders held on March 21, 2013, as certified by the Company's independent inspector of election, are set forth below. Each of items 1 and 2 received the affirmative vote of the holders of a majority of the aggregate voting power of the Viacom Class A Common Stock on the Company's record date, 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 50,413,518 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           48,794,264           95,273        1,523,981
   Philippe P. Dauman          48,822,404          67,133        1,523,981
   Thomas E. Dooley            48,809,501          80,036        1,523,981
   Alan C. Greenberg           47,718,823       1,170,714        1,523,981
   Robert K. Kraft             48,840,473          49,064        1,523,981
   Blythe J. McGarvie          48,424,061         465,476        1,523,981
   Charles E. Phillips, Jr.    48,423,969         465,568        1,523,981
   Shari Redstone              48,793,999          95,538        1,523,981
   Sumner M. Redstone          48,797,467          92,070        1,523,981
   Frederic V. Salerno         47,119,432       1,770,105        1,523,981
   William Schwartz            48,421,999         467,538        1,523,981


2. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent auditor for fiscal year 2013:

For Against Abstentions 50,354,361 38,854 20,303

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this Report on Form 8-K:

Exhibit No. Description of Exhibit

10.1 Summary of Viacom Inc. Compensation for Outside Directors.

99 Press release dated March 21, 2013.


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