Moffettnathanson Media & Communications Summit

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Moffettnathanson Media & Communications Summit

AGENDA LE PARKER MERIDIEN • 119 WEST 56TH STREET • NEW YORK, NY 10019 WEDNESDAY, MAY 14 Azekka (3rd Floor) Tansa Room (3rd Floor) 7:30 a.m. MOFFETTNATHANSON ON THE STATE OF THE INDUSTRY 8:00 a.m. Craig Moffett and Michael Nathanson Registration • Breakfast COMCAST CORPORATION 9:00 a.m. David Cohen, Executive Vice President CHARTER COMMUNICATIONS CINEMARK HOLDINGS 10:00 a.m. Tom Rutledge, President and Chief Executive Officer Robert Copple, President and Chief Operating Officer THE WALT DISNEY COMPANY SIRIUS XM HOLDINGS 11:00 a.m. Jay Rasulo, Senior EVP and Chief Financial Officer David Frear, EVP and Chief Financial Officer 12:00 p.m. Lunch • Keynote Speaker • Estrela Penthouse (42nd Floor) AEREO Lunch Overflow Room 1:00 p.m. Chet Kanojia, Founder and Chief Executive Officer LIBERTY MEDIA COGENT COMMUNICATIONS 2:00 p.m. Greg Maffei, President and Chief Executive Officer Dave Schaeffer, Founder, Chairman and Chief Executive Officer STARCOM MEDIAVEST GROUP 3:00 p.m. Laura Desmond, Chief Executive Officer FEDERAL COMMUNICATIONS COMMISSION 4:00 p.m. Jessica Rosenworcel, Commissioner THURSDAY, MAY 15 Estrela Penthouse (42nd Floor) Tansa Room (3rd Floor) 7:30 a.m. Registration • Breakfast CBS CORPORATION CABLELABS 8:00 a.m. Joseph Ianniello, Chief Operating Officer Phil McKinney, President and Chief Executive Officer 21ST CENTURY FOX DIRECTV 9:00 a.m. John Nallen, Senior EVP and Chief Financial Officer Mike White, Chief Executive Officer DISCOVERY COMMUNICATIONS VERIZON COMMUNICATIONS 10:00 a.m. David Zaslav, President and Chief Executive Officer Mike Stefanski, Senior Vice President, Investor Relations TIME WARNER T-MOBILE US 11:00 a.m. John Martin, Chief Executive Officer of Turner Broadcasting John Legere, President and Chief Executive Officer 12:00 p.m. Lunch • Keynote Speaker VIACOM Lunch Overflow Room 1:00 p.m. Philippe Dauman, President and Chief Executive Officer AMC NETWORKS VIASAT 2:00 p.m. Josh Sapan, President and Chief Executive Officer Mark Dankberg, Founder, Chairman and Chief Executive Officer TRIBUNE 3:00 p.m. Peter Liguori, President and Chief Executive Officer *If you have not registered, please contact your MoffettNathanson salesperson.* W W W . M O F F E T T N A T H A N S O N . C O M.

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In Re Viacom Inc Stockholders Litigation
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE VIACOM INC. ) CONSOLIDATED STOCKHOLDERS LITIGATION ) C.A. No. 2019-0948-JRS MEMORANDUM OPINION Date Submitted: September 15, 2020 Date Decided: December 29, 2020 Corrected: December 30, 2020 Gregory V. Varallo, Esquire of Bernstein Litowitz Berger & Grossmann LLP, Wilmington, Delaware; Jeroen van Kwawegen, Esquire, Edward G. Timlin, Esquire, Andrew E. Blumberg, Esquire and Daniel E. Meyer, Esquire of Bernstein Litowitz Berger & Grossmann LLP, New York, New York, Attorneys for Lead Plaintiff California Public Employees’ Retirement System. Chad Johnson, Esquire, Noam Mandel, Esquire and Desiree Cummings, Esquire of Robbins Geller Rudman & Dowd LLP, New York, New York; Christopher H. Lyons, Esquire of Robbins Geller Rudman & Dowd LLP, Nashville, Tennessee, Attorneys for Additional Plaintiff Park Employees’ and Retirement Board Employees’ Annuity and Benefit Fund of Chicago. Francis A. Bottini, Jr., Esquire and Anne B. Beste, Esquire of Bottini & Bottini, Inc., La Jolla, California, Attorneys for Additional Plaintiff Louis M. Wilen. Matthew E. Fischer, Esquire, Michael A. Pittenger, Esquire, Christopher N. Kelly, Esquire, J. Matthew Belger, Esquire, Jacqueline A. Rogers, Esquire and Callan R. Jackson, Esquire of Potter Anderson & Corroon LLP, Wilmington, Delaware and Victor L. Hou, Esquire, Rahul Mukhi, Esquire and Mark E. McDonald, Esquire of Cleary Gottlieb Steen & Hamilton LLP, New York, New York, Attorneys for Defendants National Amusements, Inc., NAI Entertainment Holdings LLC, and Shari E. Redstone. Gregory P. Williams, Esquire, Blake Rohrbacher, Esquire and Kevin M. Regan, Esquire of Richards, Layton & Finger, P.A., Wilmington, Delaware and Robert H. Baron, Esquire, Gary A. Bornstein, Esquire and Rory A.
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In the Court of Chancery of the State of Delaware in Re
EFiled: Mar 04 2020 04:02PM EST Transaction ID 64789431 Case No. 2019-0948-JRS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CONSOLIDATED IN RE VIACOM INC. STOCKHOLDERS C.A. No. 2019-0948-JRS LITIGATION PUBLIC VERSION AS FILED MARCH 4, 2020 FIRST AMENDED VERIFIED CLASS ACTION COMPLAINT Plaintiff California Public Employees’ Retirement System (“CalPERS”), Park Employees’ and Retirement Board Employees’ Annuity and Benefit Fund of Chicago (“Chicago Park”), and Louis M. Wilen (together with CalPERS and Chicago Park, “Plaintiffs”) submit this First Amended Verified Class Action Complaint directly on behalf of itself and all other similarly situated public stockholders of Viacom, Incorporated (“Viacom” or the “Company”), against the defendants named herein for breaches of fiduciary duty in their capacity as directors, officers, and/or controlling stockholders of the Company. The allegations in this Complaint are made upon Plaintiffs’ knowledge as to themselves, and, as to all other matters, upon information and belief, including the investigation of undersigned counsel of publicly available information and extensive books and records produced by the Company.1 1 Pursuant to the applicable confidentiality agreement, the Company is only entitled to general incorporation of documents produced in response to the Section 220 Demand if it provides specific certification as to the completeness of the production within the scope negotiated amongst the parties. Despite several requests to the Company for certification of completion, the Company has not so certified. THIS DOCUMENT IS A CONFIDENTIAL FILING. ACCESS IS PROHIBITED EXCEPT AS AUTHORIZED BY COURT ORDER. NATURE AND SUMMARY OF THE ACTION “A Reunited CBS and Viacom Will Mark the End of a Four-Year Battle for Shari Redstone.” Variety, August 13, 2019.
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Cablefax Dailytm Friday — June 7, 2013 What the Industry Reads First Volume 24 / No
URGENT! PLEASE DELIVER www.cablefaxdaily.com, Published by Access Intelligence, LLC, Tel: 301-354-2101 6 Pages Today CableFAX DailyTM Friday — June 7, 2013 What the Industry Reads First Volume 24 / No. 110 FX Exchange: Landgraf Talks Sr Management, Distribution, Password Sharing Just because John Landgraf was promoted to CEO of FX Networks, don’t get any ideas that he’ll start running a fiefdom over there. Repeatedly during a press conference Thurs, Landgraf said he wanted to FX Nets to “remain boutique,” with execs throwing around adjectives like “scrappy” and “indie.” And he’s not going to roll out the standard programming structure and put individual execs in charge of FX, FXX and FXM, instead naming Nick Grad and Eric Schrier both as presidents of original programming for FX Nets and FX Productions, overseeing all original programming for the 3 nets. Chuck Saftler was upped to pres, program strategy and COO, FX Nets, with him over- seeing programming strategies for all the nets. “I just don’t believe in those kind of structures,” he said, referring to separate pres/gm posts for each channel. “I don’t want Nick’s intellect, creativity and administrative ability to be focused on one channel, and Eric to be focused on another.” Grad previously served as evp, original programming and dev for FX. Schrier formerly was evp, FX Productions and head of series development for FX, while Saftler was evp, FX Nets and gm, FXM. FXX, launching in Sept, is the net’s 1st original series, an animated show from the creative teams behind “Eastbound & Down” and “Archer.” It will join “It’s Always Sunny in Philadelphia” and “The League,” which are moving from FX.
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IN the COURT of CHANCERY of the STATE of DELAWARE NATIONAL AMUSEMENTS, INC., ) NAI ENTERTAINMENT HOLDINGS ) LLC, and SHARI REDSTONE, ) ) Plaintiffs, ) C.A
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NATIONAL AMUSEMENTS, INC., ) NAI ENTERTAINMENT HOLDINGS ) LLC, and SHARI REDSTONE, ) ) Plaintiffs, ) C.A. No. _______ ) v. ) ) LESLIE “LES” MOONVES, CBS ) CORPORATION, GARY L. ) COUNTRYMAN, CHARLES K. ) GIFFORD, BRUCE S. GORDON, ) LINDA M. GRIEGO, MARTHA L. ) MINOW, JOSEPH A. CALIFANO, ) JR., WILLIAM S. COHEN, ) LEONARD GOLDBERG, ARNOLD ) KOPELSON, and DOUG MORRIS, ) ) Defendants. ) VERIFIED COMPLAINT Plaintiffs National Amusements, Inc. (“National Amusements”), NAI Entertainment Holdings LLC (“Holdings,” and together with National Amusements, “NAI”), and Shari Redstone (collectively, with NAI, “Plaintiffs”), by and through their undersigned counsel, upon knowledge as to themselves and otherwise upon information and belief, allege for their Verified Complaint herein as follows: NATURE OF THE ACTION 1. This case is about extraordinary, unjustified and unlawful actions by certain of the Directors (the “Director Defendants”) of CBS Corporation (“CBS” or the “Company,” and together with the Director Defendants, “Defendants”) to unilaterally dilute the voting rights of its controlling stockholder, NAI, for all purposes and for all time. It is undisputed that the Director Defendants’ actions are unprecedented under Delaware law. 2. The dilutive dividend—which the Director Defendants approved following a hastily called and perfunctory special meeting (“Special Meeting”) of the CBS Board (“Board”) on May 17, 2018, and on a “conditional” basis pending Delaware court review—is invalid for at least four reasons: (i) it was declared in violation of the Company’s bylaws; (ii) it was based on the recommendation of a special committee, comprised of five Director Defendants (“Special Committee”), acting far beyond its authority; (iii) it violates the Company’s charter; and (iv) the Director Defendants’ purported dilution of CBS’s voting stockholders violates the directors’ fiduciary duties in numerous ways.
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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT of NEW YORK X GENE SAMIT and JOHN LANTZ, : Civil Action No
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Front, 3A 11/7
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Cbs Corporation
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Notice of Annual Meeting of Stockholders & Proxy Statement
Notice of Annual Meeting of Stockholders & Proxy Statement Message To Our Stockholders Dear Stockholder: April 3, 2020 You are cordially invited to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of ViacomCBS Inc. (“we,” “us,” “our,” “ViacomCBS” or the “Company”), which is scheduled to be held at the Company’s corporate headquarters at 1515 Broadway, New York, New York, at 9:00 a.m., Eastern Daylight Time, on Monday, May 18, 2020. Holders of ViacomCBS Inc. Class A Common Stock are being asked to vote on the matters listed in the attached Notice of 2020 Annual Meeting of Stockholders. As part of our precautions regarding COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication for the health and safety of our stockholders, directors and employees. In that event, the Annual Meeting would be conducted on the above date and time through live audio webcast. If we take this step, we will publicly announce the decision by press release, which we will post on www.viacbs.com (Investors) and file with the SEC, as soon as practicable before the meeting. The press release will include details on how you can participate in and, if you hold shares of Class A Common Stock, vote your shares at the virtual meeting. As always, we encourage holders of Class A Common Stock to submit your proxy and vote your shares prior to the Annual Meeting. If you hold shares of the Company’s Class A Common Stock, please cast your vote promptly to ensure that your shares will be voted at the Annual Meeting.
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In the Court of Chancery of the State of Delaware in Re
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