March 1, 2016 Kimberly D. Pittman CBS Corporation
[email protected] Re: CBS Corporation Incoming letter dated January 26, 2016 Dear Ms. Pittman: This is in response to your letter dated January 26, 2016 concerning the shareholder proposal submitted to CBS by the Province of St. Joseph of the Capuchin Order. We also have received a letter on the proponent’s behalf dated February 25, 2016. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, Matt S. McNair Senior Special Counsel Enclosure cc: Paul M. Neuhauser
[email protected] March 1, 2016 Response of the Office of Chief Counsel Division of Corporation Finance Re: CBS Corporation Incoming letter dated January 26, 2016 The proposal requests that CBS adopt time-bound quantitative, company-wide goals, taking into consideration the most recent Intergovernmental Panel on Climate Change guidance for reducing total greenhouse gas emissions, and issue a report on its plans to achieve these goals. We are unable to concur in your view that CBS may exclude the proposal under rule 14a-8(i)(7). In our view, the proposal focuses on reducing greenhouse gas emissions and does not seek to micromanage the company to such a degree that exclusion of the proposal would be appropriate. Accordingly, we do not believe that CBS may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(7).