CBS Shareholders Elect Strauss Zelnick, 10 Other Board Members In Drama-Free Annual Meeting – Update

By Dade Hayes, Dawn C. Chmielewski

CBS Corp

UPDATED with voting results, meeting details. CBS shareholders elected 11 members to the company’s newly constituted board of directors in a drama-free annual meeting this morning.

The twice-postponed gathering at New York’s Museum of Modern Art reflected little of the turmoil CBS has experienced in recent months. Only a couple dozen shareholders attended the 20-minute meeting, where they were nearly outnumbered by reporters.

A slate of 11 directors, including Strauss Zelnick, who remains interim chairman, were elected by 98% of shareholders. Their election means the board now features a majority of members who joined or were nominated during a dramatic shakeup in September. Zelnick took over for Dick Parsons, the onetime Time Warner chief who cited health issues when he stepped down from the chairmanship in October.

Absent from the meeting agenda was the issue that has been dominating headlines for months: sexual misconduct allegations against the former CBS chairman and CEO, Les Moonves. The longtime boss resigned after a dozen women came forward with accounts of unwanted sexual aggression. Subsequent news stories, surfacing fresh allegations, have raised questions about whether Moonves will collect his $120 million severance package.

“Finally we have a new board and a new chairman, who will hopefully do the right thing and not get us into trouble as we’ve been in the past,” shareholder Philip Berman said during the meeting’s Q&A period. In that 10-minute span, few questions drew blood. Zelnick, acting CEO Joe Ianniello and SVP and Chief Legal Officer Lawrence Tu easily parried each query and generally relied on familiar talking points.

Asked about the status of the search for a permanent CEO, Zelnick said, “We don’t have anything to report right now. … It will wind up in due course.”

One avid viewer/shareholder pressed the executives about a topic they were unafraid to tackle: whether Judy Sheindlin, aka Judge Judy, would re-up her contract, which is set to expire in 2021. “We’re always in discussions with Queen Judy,” Ianniello smiled, repeating the nickname his questioner had bestowed her.

Activists from UltraViolet vowed to protest outside the meeting to call on CBS directors to fire Moonves and deny him a final payday, but in the end only a handful of protesters materialized on 53rd Street.

Directors received a verbal briefing Monday from investigators looking into allegations of misconduct. Details of their preliminary findings, obtained by the New York Times, found that Moonves had destroyed evidence and misled investigators in an attempt to protect his reputation and severance package.

Investigators also found Moonves engaged in “multiple acts of serious, nonconsensual sexual misconduct,” both in the workplace and outside, according to the Times account.

It is unclear when CBS’ directors will reach a decision regarding Moonves’ severance.

Shareholders at the meeting also approved the appointment of PricewaterhouseCoopers as the company’s independent accountant, and signed off on the restatement of its long-term executive incentive plan. Both of the latter were approved by 99%.

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