Attached files
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| EX-3.2 - AMENDED AND RESTATED BY-LAWS - Viacom Inc. | by-laws.htm |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported): December 8,
2009
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VIACOM
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-32686
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20-3515052
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification
Number)
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1515
Broadway, New York, NY
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10036
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
258-6000
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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. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5 – Corporate Governance and Management
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On
December 8, 2009, the Board of Directors of Viacom Inc. (the “Company”), as part
of its ordinary course review of the Company’s principal governance documents,
approved certain amendments to the Company’s Amended and Restated
Bylaws. The amendments are summarized below and primarily reflect
developments in Delaware law since the Company’s current Bylaws became effective
on January 1, 2006:
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·
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Article II: Meetings of
Stockholders. This Article has been revised to provide
that the Company may elect to hold meetings of stockholders electronically
in lieu of in person. In addition, the Article now provides
that the Board may set different record dates for notice of a stockholder
meeting and the ability to vote at that
meeting.
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·
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Article III: Meetings of the
Board of Directors and Article IV: Notices. The
changes to these sections update the notice requirements for regular and
special Board meetings.
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·
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Article VI: Fixing Record
Date. This Article has been revised to reflect the
distinct requirements for setting a record date for stockholders entitled
to: (i) receive notice of, and to vote at, at a stockholders’ meeting,
(ii) consent to corporate action without a meeting and (iii) receive
payment of any dividend or other
distribution.
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·
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Article VII:
Indemnification. Section 7 has been clarified to
make clear that legal rights to enforce Section 2 (“Successful Defense”)
of the indemnification article are the same as those for Section 1 of that
section (“Right to
Indemnification”).
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The Amended and Restated Bylaws are
effective as of December 8, 2009. A copy of the Amended and Restated
Bylaws is filed herewith as Exhibit 3.2 and is incorporated by reference herein
in its entirety.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits. The
following exhibit is filed as part of this Report on Form 8-K:
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Exhibit No.
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Description of Exhibit
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3.2
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Amended
and Restated Bylaws of Viacom Inc., effective December 8,
2009
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2
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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VIACOM
INC.
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By:
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/s/
Michael D. Fricklas
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Name:
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Michael
D. Fricklas
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Title:
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Executive
Vice President, General
Counsel
and Secretary
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Date: December
14, 2009
3
Exhibit
Index
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Exhibit No.
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Description of Exhibit
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3.2
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Amended
and Restated Bylaws of Viacom Inc., effective December 8,
2009
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4