CBS Finally Schedules Long-Delayed Shareholder Meeting, Sets Vote On New Board Members

By Dade Hayes, Dawn C. Chmielewski

CBS Corp

CBS has finally scheduled its twice-delayed annual shareholder meeting for the morning of December 11 at New York’s Museum of Modern Art.

During the meeting, shareholders will be asked to vote on the company’s directors — the majority of whom have joined the board, or been nominated, since September.

The unusual level of director turnover reflects a year of turmoil at CBS, which saw a high-stakes legal battle that pitted the media company against its controlling shareholder, National Amusements, and the resignation of its long-standing CEO, Les Moonves, amid allegations of sexual harassment.

Shareholders will be asked to cast ballots for 11 board members, including five returning directors: Gary L. Countryman, Linda Griego, Robert N. Klieger, Martha L. Minow and Shari Redstone.

Six independent directors were installed in September, to replace board members who stepped down with the resignation of Moonves.

These relative newcomers now stand for election: Candace K. Beinecke, is the senior partner of the New York law firm Hughes Hubbard & Reed; Barbara M. Byrne, the former vice chairman of investment banking at Barclays; Brian Goldner, chief executive officer of Hasbro; Susan Schuman, chief executive and co-founder of SYPartners; and Interim Chairman Strauss Zelnick, chairman and chief executive officer of Take-Two Interactive Software.

Frederick O. Terrell also has been nominated to join the board. He is executive vice chairman of investment banking and capital markets at Credit Suisse.

Moonves surrendered his board seat with his departure from the company. His longtime lieutenant, Joe Ianniello, who has been running the company as acting CEO since September, is not currently a director.

The proxy statement filed with the SEC with the updated board information and shareholder meeting details also re-states executive compensation figures initially released back in April. That was the same time of year which is when CBS for years had released that financial data ahead of its annual meeting.

As legal warfare started between CBS and National Amusements, the shareholder meeting was pushed back, first to August. It then entered a limbo state after publication of the first of two New Yorker articles, in which a dozen women made allegations of sexual misconduct against Moonves.

The newly constituted board continued to shed members since a settlement was reached with Moonves, hinting at continued boardroom drama.

Lead independent director, Bruce Gordon, stepped own in September, saying that the decision to name an interim chairman limited the company’s ability to recruit a strong CEO. William Cohen also left, reportedly because he was upset by media portrayals of him as a staunch Moonves supporter.

Interim Chairman Dick Parsons resigned in October, citing health reasons.

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