SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
New York, New York
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (212) 258-6000
(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
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. ☐
On November 16, 2020, Gerald Lovoi (“Plaintiff”) filed a Verified Class Action Complaint (the “Complaint”) in the Court of Chancery of the State of Delaware (the “Court”) against ViacomCBS Inc. (the “Company”) and the members of its Board of Directors (the “Board”) captioned Gerald Lovoi v. ViacomCBS Inc., et al., C.A. No. 2020-0987-SG (the “Action”). In the Action, Plaintiff alleged that a provision of the Company’s bylaws “provide[d] the Company’s directors with the authority to remove other directors, contrary to Delaware law” (the “Removal Provision”). Plaintiff sought a declaratory judgment that the Removal Provision was invalid and sought attorneys’ fees and expenses if the claim was successful.
Although the Removal Provision had never been used to remove directors, and was expressly subject to Delaware law, which would prevent its application to remove directors, to avoid the expense and distraction of litigation, the Company amended and restated its bylaws to eliminate the Removal Provision, rendering the Action moot. Plaintiff agreed that his claim was moot and filed a notice and proposed order to dismiss his claim.
On March 2, 2021, the Court entered a notice and order providing that the Action would be dismissed with prejudice as to Plaintiff (the “Dismissal Order”). On July 26, 2021, Plaintiff and the Company entered into an agreement under which the Company agreed to pay $120,000 in fees and expenses to Plaintiff’s counsel (the “Mootness Fee”). On August 16, 2021, the Court entered a stipulation and order regarding the Mootness Fee (the “Mootness Fee Order” and together with the Dismissal Order, the “Orders”). The Court has not expressed an opinion on the amount of the Mootness Fee. The foregoing description of the Orders is qualified in its entirety by the full text of the Orders, which are attached as Exhibits 99.1 and 99.2 hereto.
Plaintiff’s Counsel are Brian P. Murray of Glancy Prongay & Murray LLP, (212) 682-5340, Werner R. Kranenburg of Kranenburg, +44-20-3174-0365, and Blake A. Bennett of Cooch and Taylor, P.A., (302) 984-3800, and the Company’s counsel are Jon E. Abramczyk and Alexandra M. Cumings of Morris, Nichols, Arsht & Tunnell LLP, (302) 658-9200.
Financial Statements and Exhibits.
Description of Exhibit
|99.2||Mootness Fee Order.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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.
/s/ Christa A. D’Alimonte
|Christa A. D’Alimonte|
|Executive Vice President,|
General Counsel and Secretary
Date: August 20, 2021