8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 23, 2018

CBS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-09553	04-2949533
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

51 West 52nd Street, New York, New York	10019
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (212) 975-4321

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 25, 2018, CBS Corporation (the “Company” or “CBS”) announced that Bruce S. Gordon, the Company’s lead independent director, and William S. Cohen have decided to resign from the CBS Board of Directors (the “Board”) to focus on other personal and professional priorities. The resignations are effective September 23, 2018. The Company also announced that the Board has unanimously approved the appointment of Richard D. Parsons as Interim Chairman of the Board, which was recommended by the Board’s Nominating and Governance Committee.

A copy of the Company’s press release announcing the foregoing is filed herewith as Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following Exhibit is filed as part of this Report on Form 8-K:

Exhibit Number	Description of Exhibit
99	Press Release of CBS Corporation dated September 25, 2018

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SIGNATURE

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.

CBS CORPORATION
(Registrant)
By:	/s/ Lawrence P. Tu
	Name:    Lawrence P. Tu
	Title:      Senior Executive Vice President
	and Chief Legal Officer

Date: September 27, 2018

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EX-99

Exhibit 99

Sept. 25, 2018

RICHARD PARSONS NAMED INTERIM CHAIRMAN OF THE BOARD OF DIRECTORS, CBS CORPORATION

Richard Parsons has been named CBS Corporation’s Interim Chairman of the Board of Directors, the Company announced today. The Board unanimously approved the appointment, which was recommended by the Board’s Nominating and Governance Committee.

“Dick Parsons has a combination of deep industry knowledge and unmatched corporate and board experience,” said Candace Beinecke, Chair of CBS’ Nominating and Governance Committee. “We are fortunate to have Dick in this leadership role.”

“We have a distinguished and independent Board that is steadfast in its commitment to serve the best interests of all shareholders,” said Parsons. “I think I speak for all Board members when I say I look forward to learning more about CBS’ compelling opportunities and how we can help guide and support the Company’s growth.”

The Company also announced that Bruce Gordon and William Cohen, who have served on the Board of Directors since CBS became a stand-alone public company in 2006, have decided to step down from their posts to focus on other personal and professional priorities. The Board unanimously adopted a resolution to express its thanks and appreciation to Messrs. Gordon and Cohen for their long and dedicated service to CBS, and to wish them well on their future endeavors.

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

(More)

CBS Corporation…2

Networks, Simon & Schuster, CBS Television Stations, CBS EcoMedia, and CBS Experiences. For more information, go to www.cbscorporation.com.

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Press Contact:

Dana McClintock 212-975-1077 dlmcclintock@cbs.com