or


[09/09/18 - 04:21 PM]
CBS Corporation and National Amusements Announce Resolution of Governance Disputes and Transition to New Leadership
Concurrently with the settlement, Leslie Moonves will depart as Chairman, President and Chief Executive Officer effective immediately.

[via press release from CBS]

CBS CORPORATION AND NATIONAL AMUSEMENTS ANNOUNCE RESOLUTION OF GOVERNANCE DISPUTES AND TRANSITION TO NEW LEADERSHIP

Leslie Moonves Departs as Chairman and CEO; Joseph Ianniello, COO, Appointed President and Acting CEO

Six New Independent Directors Elected to the Board; Five Independent Directors and One NAI-Affiliated Director Step Down

Settlement with National Amusements Enhances Opportunity to Create Value for CBS Shareholders

NEW YORK - Sept. 9, 2018 - CBS Corporation (NYSE: CBS.A and CBS) ("CBS" or "the Company") today announced a settlement agreement with National Amusements, Inc. ("NAI"), members of the CBS Board of Directors, and related parties. Under the terms of the settlement, which have been approved by the Boards of Directors of CBS and NAI, the parties agreed to dismiss their pending litigation in Delaware. The full Board of CBS (following the unanimous recommendation of the Special Committee of the Board) has unanimously rescinded the previously announced Class A share dividend, and NAI has amended the Bylaws to undo the previous amendments that it adopted following filing of the Delaware litigation.

Concurrently with the settlement, Leslie Moonves will depart as Chairman, President and Chief Executive Officer effective immediately. Chief Operating Officer Joseph Ianniello will serve as President and Acting CEO while the Board conducts a search for a permanent successor. Mr. Ianniello, who joined the Company in 2005, has been COO of CBS since June 2013. The Chairman position will remain open pending the appointment of a permanent CEO.

Moonves and CBS will donate $20 million to one or more organizations that support the #MeToo movement and equality for women in the workplace. The donation, which will be made immediately, has been deducted from any severance benefits that may be due Moonves following the Board's ongoing independent investigation led by Covington & Burling and Debevoise & Plimpton. Moonves will not receive any severance benefits at this time (other than certain fully accrued and vested compensation and benefits); any payments to be made in the future will depend upon the results of the independent investigation and subsequent Board evaluation.

In keeping with CBS' and NAI's commitment to Board independence, five current independent directors and one NAI-affiliated director have stepped down from the Board, and six new independent directors have been elected to the Board. The ongoing members of the Nominating and Governance Committee have endorsed the new independent directors. The new Board will be comprised of 11 independent directors and 2 NAI-affiliated directors.

In addition, NAI confirmed that it has no plans to propose a merger of CBS and Viacom and has agreed that it will make no such proposal for at least two years after the date of the settlement. NAI reaffirmed that it will give good faith consideration to any business combination transaction or other strategic alternative that the independent directors believe are in the best interests of the Company and its stockholders.

Vice Chair Shari Redstone said, "CBS is an organization of talented and dedicated people who have created one of the most successful media companies in the world. Today's resolution will benefit all shareholders, allowing us to focus on the business of running CBS - and transforming it for the future. We are confident in Joe's ability to serve as acting CEO and delighted to welcome our new directors, who bring valuable and diverse expertise and a strong commitment to corporate governance."

Lead Independent Director Bruce Gordon said, "We thank Les for his 24 years of service. Among his achievements, he established a strong management team, giving us great confidence as we accelerate our succession plans and provide continuity of leadership. This agreement maintains an independent Board that is charged with determining the best course for the future of CBS on behalf of all shareholders."

Gordon thanked the outgoing directors for their service: "They have devoted many valuable hours looking out for the best interests of this company, which has achieved industry-leading performance during their tenure. I welcome the new directors, who bring superb expertise, competence and diversity of perspective."

The six new independent Board members are: Candace Beinecke, Barbara Byrne, Brian Goldner, Richard D. Parsons, Susan Schuman and Strauss Zelnick. The following independent directors will remain on the board in addition to Gordon: William Cohen, Gary Countryman, Linda Griego and Martha Minow. On behalf of NAI, in addition to Redstone, Robert Klieger remains on the board.

Additional details about the settlement agreement and the agreement with Moonves will be included in a CBS Corporation 8-K filing.

The Board will schedule the Company's Annual Meeting of Shareholders for no later than Nov. 30, 2018.

Joe Ianniello Bio

Joseph Ianniello will now serve as President and Acting CEO of CBS Corporation. In this role, he will oversee all operations of the Company, including the CBS Television Network, Showtime Networks, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Interactive, CBS Films, CBS Television Stations and Simon & Schuster.

Previously, since 2013, Ianniello served as the Chief Operating Officer, where he was responsible for establishing and executing strategy across all of the Corporation's businesses. In addition, he oversaw the monetization of the Company's content across platforms, including retransmission consent fees and reverse compensation from affiliates, as well as the licensing of CBS content for digital streaming and broadband services.

Ianniello has helped lead CBS to be the #1 media stock among its peers for three of the last five years. Recently, he led the Company's acquisition of Network Ten in Australia and the split-off CBS Radio through a transaction with Entercom. In addition, he led the conversion of CBS Outdoor into a real-estate investment trust, marking a first for an outdoor advertising business and ultimately leading to the split-off of CBS Outdoor from CBS in 2014.

Prior to being named Chief Operating Officer, Ianniello served as Chief Financial Officer (2009-2013) where he was responsible for the Company's financial strategy across all of its operations. Before that, he held a number of key financial positions in the Company. He joined CBS in 1997.

In 2013 and 2014, Ianniello was ranked the #1 chief financial officer by sell-side analysts in Institutional Investor's annual All-America Executive Team survey. Ianniello serves on the Board of Directors of New Alternatives for Children, Inc.

Ianniello earned a Bachelor of Business Administration at Pace University, where he serves today on its Board of Trustees, and a Master of Business Administration at Columbia University. He is married and has two children.

About CBS Corporation:

CBS Corporation (NYSE:CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world's largest libraries of entertainment content, making its brand - "the Eye" - one of the most-recognized in business. The Company's operations span virtually every field of media and entertainment, including cable, publishing, local TV, film, and interactive and socially responsible media. CBS' businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), Network Ten Australia, CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS Films, Showtime Networks, CBS Sports Network, Pop (a joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS EcoMedia, and CBS Experiences. For more information, go to www.cbscorporation.com.

About National Amusements, Inc.:

National Amusements, Inc., is a world leader in the motion picture exhibition industry operating more than 950 movie screens in the U.S., U.K. and Latin America. National Amusements delivers a superior entertainment experience in theatres around the world under its Showcase, Cinema de Lux, Multiplex, SuperLux and UCI brands. Based in Norwood, Massachusetts, National Amusements is a closely held company operating under the third generation of leadership by the Redstone family. National Amusements is the parent company of both Viacom and CBS Corporation. National Amusements, directly and through subsidiaries, holds approximately 79.8% of the Class A (voting) common stock of Viacom Inc., constituting 10% of the overall equity of the Company. National Amusements, directly and through subsidiaries, also holds approximately 79.6% of the Class A (voting) common stock of CBS Corporation and approximately 9.5% of the Class A common stock and Class B (non-voting) common stock on a combined basis.





  [september 2018]  
S
M
T
W
T
F
S
      


· SHOWATCH
(series past and present)
· DEVWATCH
(series in development)
· MOVIEWATCH
(tv movies and mini-series)





[01/19/19 - 08:39 AM]
Friday's Broadcast Ratings: ABC, CBS & FOX Split Adults 18-49 Crown
CBS however remains the most-watched network overall on Friday.

[01/18/19 - 11:22 PM]
Development Update: Friday, January 18
Updates include: Hulu cancels Sean Penn-led "The First"; NBC orders two single-camera comedy pilots; and Ashley Thomas, Rick Gomez bound for ABC's "NYPD Blue" sequel series.

[01/18/19 - 05:27 PM]
CBS to Double Up on "Fam" This Coming Thursday, January 24
Look for original episodes at both 8:30/7:30c and 9:30/8:30c.

[01/18/19 - 02:51 PM]
Aubrey Plaza Hosts the 34th Film Independent Spirit Awards
The 2019 Film Independent Spirit Awards will air live exclusively on IFC at 2:00 pm PT/ 5:00 pm ET on Saturday, February 23.

[01/18/19 - 12:28 PM]
New Entertainment Network Cleo TV Debuts on Saturday, January 19 with Aspirational Lifestyle Programming for Millennial Women of Color
As previously announced, Cleo TV will be broadly distributed on Comcast Xfinity.

[01/18/19 - 11:09 AM]
Watch Season 1 of "Ryan Hansen Solves Crimes on Television*" for Free on YouTube Until February 13, 2019
Said stunt is in anticipation of the show's second season launch on January 30.

[01/18/19 - 11:00 AM]
"Big Brother: Celebrity Edition" Returns with Multiplatform Coverage
"Celebrity Big Brother After Dark" premieres on Pop on Tuesday, January 22 (12:00-3:00 AM, ET/PT) with continuous live, late night coverage seven nights a week leading into the finale.

[01/18/19 - 10:56 AM]
All-New "Unsolved Mysteries" Coming to Netflix as a Global Original Documentary Series
This modern take on the classic series will maintain the chilling feeling viewers loved about the original, while also telling the stories through the lens of a premium Netflix documentary series.

[01/18/19 - 10:50 AM]
Video: Trailer - Hulu Original Comedy "PEN15"
All 10 episodes will premiere Friday, February 8, only on Hulu.

[01/18/19 - 10:43 AM]
First Look of Nicole Maines as the DC Character "Dreamer"
The costume will be first glimpsed on the January 27 episode of "Supergirl."

[01/18/19 - 10:02 AM]
History to Premiere Eight-Part Event "Jesus: His Life" on Monday, March 25
Each of the eight chapters is told from the perspective of different biblical figures, all of whom played a pivotal role in Jesus' life including Joseph, John the Baptist, Mary Mother of Jesus, Caiaphas, Judas Iscariot, Pontius Pilate, Mary Magdalene and Peter.

[01/18/19 - 09:16 AM]
Video: New Trailer Released - truTV Season 2 of "At Home with Amy Sedaris"
This season, Sedaris welcomes an impressive list of guest stars, including: Rose Byrne, Matthew Broderick, Justin Theroux, Susan Sarandon, Gillian Jacobs, Juliette Lewis, Ellie Kemper, Fred Armisen, Michael Shannon and more!

[01/18/19 - 08:15 AM]
Thursday's Broadcast Ratings: CBS Tops Viewers, Splits Demos with ABC
The Alphabet's "A Million Little Things" gets a boost behind "Grey's Anatomy" on its new night.

[01/17/19 - 11:27 PM]
Development Update: Thursday, January 17
Updates include: Fabien Frankel to lead ABC's "NYPD Blue" sequel series; Peter Sarsgaard to star in "Interrogation" at CBS All Access; and Daniel Zovatto scores role in Showtime's "Penny Dreadful: City of Angels."

[01/17/19 - 01:07 PM]
Netflix Reveals "You," "Sex Education" Each Viewed by 40 Million Members; Spanish Language "Elite" Draws 20 Million
Said details mark another rare release of viewership data by the streaming service.