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): May 26, 2005
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
1515 Broadway, New York, NY 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 258-6000
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 (see General Instruction A.2.):
[ ] 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))
Section 1--Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On May 26, 2005, the stockholders of Viacom Inc. ("Viacom" or the
"Company") approved the following plans at the Viacom 2005 Annual Meeting of
Stockholders: (i) the Viacom Inc. Senior Executive Short-Term Incentive Plan, as
amended and restated as of January 1, 2005, and (ii) the Viacom Inc. 2005 RSU
Plan for Outside Directors. The descriptions of the plans are set forth in the
Company's proxy statement filed with the Securities and Exchange Commission on
April 15, 2005 under the headings "Item 3--Approval of the Amended and Restated
Viacom Inc. Senior Executive Short-Term Incentive Plan" and "Item 4--Approval of
the Viacom Inc. 2005 RSU Plan for Outside Directors" and are incorporated herein
by reference.
Section 9--Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
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10.1 Viacom Inc. Senior Executive Short-Term Incentive Plan
(as amended and restated as of January 1, 2005)
(incorporated by reference to Annex B to Viacom Inc.'s
Proxy Statement dated April 15, 2005).
10.2 Viacom Inc. 2005 RSU Plan for Outside Directors
(incorporated by reference to Annex C to Viacom Inc.'s
Proxy Statement dated April 15, 2005).
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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.
VIACOM INC.
(Registrant)
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Executive Vice President, General
Counsel and Secretary
Date: May 31, 2005
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Exhibit Index
Exhibit Number Description of Exhibit
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10.1 Viacom Inc. Senior Executive Short-Term Incentive Plan
(as amended and restated as of January 1, 2005)
(incorporated by reference to Annex B to Viacom Inc.'s
Proxy Statement dated April 15, 2005).
10.2 Viacom Inc. 2005 RSU Plan for Outside Directors
(incorporated by reference to Annex C to Viacom Inc.'s
Proxy Statement dated April 15, 2005).
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