UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material under §240.14a-12 |
CBS Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| (2) | Form, Schedule or Registration Statement No.:
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| (4) | Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 19, 2017.
— Before You Vote —
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | ||
| NOTICE AND PROXY STATEMENT FORM 10-K LETTER TO STOCKHOLDERS | ||
| How to View Online: | ||
| Have the information that is printed in the box marked by the arrow
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| How to Request and Receive a PAPER or E-MAIL Copy: | ||
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||
| 1) BY INTERNET: www.proxyvote.com | ||
| 2) BY TELEPHONE: 1-800-579-1639 | ||
| 3) BY E-MAIL*: sendmaterial@proxyvote.com | ||
| * If requesting materials by
e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
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| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 5, 2017 to facilitate timely delivery. | ||
(located on the following page) and visit: www.proxyvote.com. — How To Vote —
Please Choose One of the Following Voting Methods
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Vote In Person: To attend the Annual Meeting, you will need an admission ticket issued by CBS Corporation. Please check the Proxy Statement for instructions on how to obtain an admission ticket. At the Annual Meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by
Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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| Voting Items |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL LISTED DIRECTOR NOMINEES. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” MATTERS 2 AND 3.
2. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2017.
3. Advisory vote to approve the Company’s named executive officer compensation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EVERY “3 YEARS” ON MATTER 4.
4. Advisory vote on the frequency of holding an advisory vote on the Company’s named executive officer compensation. |
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1. The election of 13 directors:
Nominees:
1a. David R. Andelman 1b. Joseph A. Califano, Jr. 1c. William S. Cohen 1d. Gary L. Countryman 1e. Charles K. Gifford 1f. Leonard Goldberg 1g. Bruce S. Gordon 1h. Linda M. Griego 1i. Arnold Kopelson 1j. Martha L. Minow 1k. Leslie Moonves 1l. Doug Morris 1m. Shari Redstone |
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Important Notice Regarding the Availability of Materials for the
Shareholder Meeting to Be Held on May 19, 2017
— How to Access the Materials —
| Materials Available to VIEW or RECEIVE: | ||
| NOTICE AND PROXY STATEMENT FORM 10-K LETTER TO STOCKHOLDERS | ||
| How to View Online: | ||
| Have the information that is printed in the box marked by the arrow
| ||
| How to Request and Receive a PAPER or E-MAIL Copy: | ||
| If you want to receive a paper or e-mail copy of these materials, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||
| 1) BY INTERNET: www.proxyvote.com | ||
| 2) BY TELEPHONE: 1-800-579-1639 | ||
| 3) BY E-MAIL*: sendmaterial@proxyvote.com | ||
| * If requesting materials by
e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
| ||
| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. | ||
(located on the following page) and visit: www.materialnotice.com.
THIS NOTICE WILL ENABLE YOU TO ACCESS
MATERIALS FOR INFORMATIONAL PURPOSES ONLY
THIS PAGE WAS INTENTIONALLY LEFT BLANK
