Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers. (e) OnMarch 24, 2021 , the Board of Directors ofViacomCBS 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. OnMay 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: Broker For Against Abstentions 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
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
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