8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2020

VIACOMCBS INC.

(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)
1515 Broadway New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 258-6000

Not Applicable

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	VIACA	The Nasdaq Stock Market LLC
Class B Common Stock, $0.001 par value	VIAC	The Nasdaq Stock Market LLC

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.  ☐

EXPLANATORY NOTE

The sole purpose of this amendment to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2020 is to add Inline eXtensible Business Reporting Language (“XBRL”) tagging to the cover page and to furnish Exhibit 104 relating to the same. No other changes have been made.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.

(b)       On January 31, 2020, ViacomCBS Inc. (“ViacomCBS”) announced that Joseph R. Ianniello, Chairman and Chief Executive Officer of CBS, will be leaving ViacomCBS. Mr. Ianniello’s departure is effective as of January 31, 2020, and a copy of the press release announcing his departure is furnished herewith as Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description of Exhibit
99	Press Release of ViacomCBS Inc., dated January 31, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: February 3, 2020	VIACOMCBS Inc.
	By:	/s/ Christa A. D’Alimonte
		Christa A. D’Alimonte
		Executive Vice President, General Counsel and Secretary

EX-99

Exhibit 99

ViacomCBS To Transition Leadership of CBS to George Cheeks from Joe Ianniello

Cheeks to serve as President and CEO of CBS Entertainment Group

Industry veteran brings a strong track record of success across business and creative operations

NEW YORK, NY,January 31, 2020 –– ViacomCBS Inc. (NASDAQ: VIACA, VIAC) (“ViacomCBS”) today announced that George Cheeks has been appointed President and CEO of CBS Entertainment Group, effective March 23, 2020. He succeeds Joe Ianniello, Chairman and CEO of CBS, who will be leaving the Company. Ianniello will work with the Company to ensure a smooth transition.

Cheeks joins ViacomCBS from NBCUniversal, where he most recently served as Vice Chairman, NBCUniversal Content Studios. In his new role, Cheeks will lead CBS-branded assets, including CBS Television Network, which encompasses CBS Entertainment, CBS News and CBS Sports, CBS Television Studios and CBS Television Stations and CBS’ first-run syndication business. He will also partner with the ViacomCBS digital organization on the CBS-branded digital assets, including CBS All Access. Cheeks will report to Bob Bakish, President and CEO of ViacomCBS.

“I am thrilled to welcome George back to the family at this exciting moment for ViacomCBS,” said Bakish. “Throughout his career, George has built broad experience in broadcast and studio operations and brings a unique mix of skills – combining deep commercial expertise and industry relationships with strong creative and programming capabilities. With his finger on the pulse of culture and change and his strong grasp of strategy, brands, audiences and content monetization, George will help CBS build on its position as the most-watched broadcast network and drive results across the entire CBS portfolio.

Bakish continued: “I’m grateful to Joe for his many contributions to CBS and for the meaningful role he has played in bringing the CBS and Viacom teams together. Thanks in no small part to his efforts, the CBS brand has a strong and loyal following across a variety of platforms – positioning it well for this important next chapter. The Board and I wish Joe every success in his future endeavors.” 

“I am very pleased to be able to leave CBS well positioned for long-term success,” said Joe Ianniello. “Throughout my 22-year tenure I have always said that the quality and integrity of the people of CBS are what make it great. We have extraordinary employees at all levels of this organization, and I couldn’t be prouder of how they do their jobs day

in and day out. Working with Bob, I now look forward to ensuring a smooth transition to the next phase of leadership of CBS, so that the Eye can continue to thrive, just as it has for so long.”

George Cheeks said: “I am incredibly honored to join the stellar CBS team and help lead these incredible brands forward. From news to sports to entertainment, CBS sets the standard, and I look forward to building on this tremendous foundation as we find new and innovative ways to deliver CBS to audiences worldwide.” 

During his time as President and Acting CEO, Ianniello successfully grew CBS Corporation into a global multiplatform premium content company. Prior to that, Ianniello served as the Chief Operating Officer since 2013, and was responsible for establishing and executing Company strategy across all businesses. In addition, he developed and spearheaded the Company’s monetization strategy across platforms, including retransmission consent fees and reverse compensation from local television station affiliates, as well as the licensing of the CBS Corporation content around the world for digital streaming and broadband services. He also oversaw the launch of CBS All Access, CBS’ digital subscription video on-demand and live streaming service, as well as Showtime’s “over-the-top” streaming service, which together became one of the Company’s fastest growing initiatives. He led the Company’s acquisition of Network 10 in Australia and the split-off of CBS Radio through a merger 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.

Cheeks is a media and entertainment industry veteran with more than 25 years of experience. As Vice Chairman, NBCUniversal Content Studios, he helped run NBCUniversal’s television studios. Previously, he served as Co-Chairman of NBC Entertainment, where he was jointly responsible for the network’s primetime, late night and scripted daytime programming – including business affairs, marketing, communications, scheduling, West Coast research and digital operations and first-run syndication.

Prior to joining NBC in 2012, Cheeks served as EVP, Business Affairs and General Counsel for Viacom Music and Entertainment Group, while also serving as Head of Standards and Practices for Viacom Media. Before that, he served in legal roles at Nickelodeon, MTV, CMT and LOGO. Earlier in his career, he held positions at Castle Rock Entertainment and the law firms Loeb & Loeb and Hansen, Jacobson, Teller, Hoberman, Newman, Warren & Richman. He has a bachelor’s degree from Yale University, Phi Beta Kappa, and a law degree from Harvard Law School.

About ViacomCBS

ViacomCBS (NASDAQ: VIAC; VIACA) is a leading global media and entertainment company that creates premium content and experiences for audiences worldwide. Driven by iconic consumer brands, its portfolio includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, CBS All Access, Pluto

TV and Simon & Schuster, among others. The company delivers the largest share of the U.S. television audience and boasts one of the industry’s most important and extensive libraries of TV and film titles. In addition to offering innovative streaming services and digital video products, ViacomCBS provides powerful capabilities in production, distribution and advertising solutions for partners on five continents.

For more information about ViacomCBS, please visit www.viacbs.com and follow @ViacomCBS on social platforms.

Media Contacts

Justin Dini

Senior Vice President, Corporate Communications, ViacomCBS

(212) 846-2724

Justin.dini@viacbs.com

Dana McClintock

Executive Vice President, Chief Communications Officer, CBS

(212) 975-1077

dlmcclintock@cbs.com

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XML

Cover	Jan. 31, 2020
Schedule of Capitalization, Equity [Line Items]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	The sole purpose of this amendment to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2020 is to add Inline eXtensible Business Reporting Language (“XBRL”) tagging to the cover page and to furnish Exhibit 104 relating to the same. No other changes have been made.
Document Period End Date	Jan. 31, 2020
Entity File Number	001-09553
Entity Registrant Name	VIACOMCBS INC.
Entity Central Index Key	0000813828
Entity Tax Identification Number	04-2949533
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1515 Broadway
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	(212)
Local Phone Number	258-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Class A Common Stock, $0.001 par value
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	VIACA
Security Exchange Name	NASDAQ
Class B Common Stock, $0.001 par value
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Class B Common Stock, $0.001 par value
Trading Symbol	VIAC
Security Exchange Name	NASDAQ