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): July 24, 2020
VIACOMCBS INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-09553 | 04-2949533 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification
Number) |
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| 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:
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| ☐ | 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:
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| 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 | |
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. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 24, 2020, ViacomCBS Inc. (“ViacomCBS” or the “Company”) entered into an agreement (the “Agreement”) with Christina Spade, Executive Vice President, Chief Financial Officer, pursuant to which she will serve as financial advisor to the Company from August 10, 2020 through December 1, 2020 (the “Advisory Period”) to aid in the transition to Naveen Chopra, who will succeed Ms. Spade as Executive Vice President, Chief Financial Officer, beginning August 10, 2020, as previously disclosed. Under the Agreement, Ms. Spade’s annual base salary during the Advisory Period will be $700,000; her target cash bonus for the Advisory Period will be 200% of her annual base salary for the Advisory Period; and she will be eligible to receive her 2021 equity award on or before December 1, 2020. Ms. Spade will be entitled to receive severance compensation in accordance with a termination without “cause” or resignation for “good reason” under the terms of her previously disclosed agreements.
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.
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| VIACOMCBS INC. |
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| By: | /s/ Christa A. D'Alimonte |
| | Name: | Christa A. D'Alimonte |
| | Title: | Executive Vice President, |
| | | General Counsel and Secretary |
Date: July 24, 2020
