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:
                                                                                        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 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




--------------------------------------------------------------------------------

© Edgar Online, source Glimpses