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): June 5, 2018
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CBS CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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001-09553
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04-2949533
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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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51 West 52nd Street
New York, New York
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10019
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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) 975-4321
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Not Applicable
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 8.01
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Other Events.
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On May 17, 2018, CBS Corporation (the "Company") announced that it had postponed the 2018 Annual Meeting of Stockholders (the "2018 Annual Meeting"), originally scheduled to be held on May 18, 2018. The 2018 Annual Meeting will now take place on August 10, 2018 at The Langham Huntington, Pasadena, 1401 South Oak Knoll Avenue, Pasadena, California 91106. The close of business on July 5, 2018 has been fixed as the record date for determining the holders of shares of the Company's Class A Common Stock entitled to notice of and to vote at the 2018 Annual Meeting and any adjournment or postponement thereof and the holders of shares of the Company's Class B Common Stock entitled to notice of the 2018 Annual Meeting (collectively, the "Record Date Holders"). The Company will file with the Securities and Exchange Commission (the "SEC") a supplement to its definitive proxy statement, filed with the SEC on April 6, 2018, which will contain additional information about the 2018 Annual Meeting and will be mailed to the Record Date Holders. As a result of the 2018 Annual Meeting being rescheduled, the Company has established the close of business on June 19, 2018 as the new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the Company's proxy materials for the 2018 Annual Meeting.
SIGNATURES
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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CBS CORPORATION
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Date: June 6, 2018
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By:
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/s/ Lawrence P. Tu
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Name: Lawrence P. Tu
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Title: Senior Executive Vice President and Chief Legal Officer
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