VIAB / Viacom, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

VIA / Viacom, Inc. 15-12B - - 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32686 VIACOM INC. (Exact name of registrant as specified in its

Amended and Restated Bylaws of ViacomCBS Inc., dated December 4, 2019.

EX-3.2 3 d833313dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VIACOMCBS INC. ARTICLE I OFFICES Section 1. The registered offices of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to ti

Amended and Restated Certificate of Incorporation of ViacomCBS Inc., dated December 4, 2019.

EX-3.1 2 d833313dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIACOMCBS INC. ARTICLE I NAME The name of this Corporation is ViacomCBS Inc. ARTICLE II REGISTERED OFFICE AND AGENT FOR SERVICE The registered office of the Corporation in the State of Delaware is located at 251 Little Falls Drive, City of Wilmington 19808, County of New Castle. The name and address o

ViacomCBS Announces Completion of the Merger of CBS and Viacom Combination creates a leading, global premium content powerhouse

EX-99.1 Exhibit 99.1 ViacomCBS Announces Completion of the Merger of CBS and Viacom Combination creates a leading, global premium content powerhouse New York, NY – December 4, 2019 – ViacomCBS Inc. (Nasdaq: VIACA, VIAC) (“ViacomCBS”) today announced the completion of the merger between CBS Corporation and Viacom Inc. The combined company, which is renamed ViacomCBS, creates a premium content power

VIA / Viacom, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 4, 2019 Registration No.

VIA / Viacom, Inc. POSASR - - POSASR

POSASR As filed with the Securities and Exchange Commission on December 4, 2019 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 4, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numbe

VIA / Viacom, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 4, 2019 Registration No.

VIA / Viacom, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 4, 2019 Registration No.

VIA / Viacom, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d826656ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 4, 2019 Registration No. 333-172255 Registration No. 333-172249 Registration No. 333-131040 Registration No. 333-130905 Registration No. 333-130881 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-17225

VIA / Viacom, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 4, 2019 Registration No.

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 25, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc.

CBS Corporation and Viacom Inc. Announce Expected Closing Date of Merger ViacomCBS Transaction Expected to Close on December 4 and Trading of ViacomCBS on Nasdaq Expected to Begin December 5

EX-99.1 2 d840037dex991.htm EX-99.1 Exhibit 99.1 CBS Corporation and Viacom Inc. Announce Expected Closing Date of Merger ViacomCBS Transaction Expected to Close on December 4 and Trading of ViacomCBS on Nasdaq Expected to Begin December 5 NEW YORK—Nov. 25, 2019— CBS Corporation (NYSE: CBS.A, CBS) and Viacom Inc. (Nasdaq: VIAB, VIA) today announced that their pending merger is currently expected t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 25, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numb

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 18, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No. 001-32686 INTERNAL MEMO: VIACOMCBS FINANCE LEADERS Good afternoon everyone, As we approach the closing of our merger early next month, I am looking forward to workin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 18, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numb

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 1 d821813d425.htm 425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc. Commission File No. 001-32686 Date: November 22, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) O

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc.

VIA / Viacom, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Viacom Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 92553P102 (CUSIP Number) Daivd Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Person Authorized to Rece

VIA / Viacom, Inc. / GAMCO INVESTORS, INC. ET AL - EXHIBIT A Activist Investment

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CBS / CBS Corp. 425 - Merger Prospectus - 425

425 1 d833730d425.htm 425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc. Commission File No. 001-32686 Date: November 18, 2019 VIACOM AND CBS ANNOUNCE VIACOMCBS CORPORATE LEADERSHIP NEW YORK, NY, November 18, 2019 — CBS (NYSE: CBS.A, CBS) and Viacom (NASDA

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 1 d833730d425.htm 425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No. 001-32686 VIACOM AND CBS ANNOUNCE VIACOMCBS CORPORATE LEADERSHIP NEW YORK, NY, November 18, 2019 — CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: V

Exhibit 99 FQ4 & FY’19 EARNINGS PRESS RELEASE | November 14, 2019 VIACOM REPORTS FOURTH QUARTER AND FULL YEAR RESULTS
Grew Domestic Advertising Revenue 6% for the Quarter and 1% for the Full Year
Achieved Domestic Affiliate Revenue Growth of 1% f

EX-99 2 earningsrelease11142019.htm EXHIBIT 99 Exhibit 99 FQ4 & FY’19 EARNINGS PRESS RELEASE | November 14, 2019 VIACOM REPORTS FOURTH QUARTER AND FULL YEAR RESULTS
Grew Domestic Advertising Revenue 6% for the Quarter and 1% for the Full Year
Achieved Domestic Affiliate Revenue Growth of 1% for Both the Quarter and Full Year
Returned Paramount to Profitability, with Full Year Adjusted Operat

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 14, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numb

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (Exact name o

Description of Class A Common Stock and Class B Common Stock.

Exhibit 4.17 DESCRIPTION OF COMMON STOCK REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The authorized common stock of Viacom as set forth in its amended and restated certificate of incorporation includes 375,000,000 shares of Viacom Class A Common Stock, par value $0.001 per share, and 5,000,000,000 shares of Viacom Class B Common Stock, par value $0.001 per share. References

Powers of Attorney.

Exhibit 24.1 VIACOM INC. Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of VIACOM INC., a Delaware corporation (the “Company”), hereby constitutes and appoints Christa A. D’Alimonte to be her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign

Subsidiaries of Viacom Inc.

Exhibit 21.1 Subsidiaries of Viacom Inc. (as of October 31, 2019) Subsidiary Name Place of Incorporation or Organization 2POP, LLC California 365Gay LLC Delaware 37th Floor Productions Inc. Delaware 38th Floor Productions Inc. Delaware 5555 Communications Inc. Delaware Aardvark Productions, Inc. Delaware AC INVERSORA S.A. Argentina Acquisition Group West LLC Delaware Adoy LLC Delaware After School

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No. 001-32686 Viacom and CBS Announce Content and Digital Leadership NEW YORK—(BUSINESS WIRE)— CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIAB, VIA) today announced seni

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 1 d830557d425.htm 425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc. Commission File No. 001-32686 Date: November 12, 2019 Viacom and CBS Announce Content and Digital Leadership NEW YORK—(BUSINESS WIRE)— CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIAB,

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc.

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No. 001-32686 VIACOM AND CBS ANNOUNCE VIACOMCBS LEADERSHIP FOR LINES OF REVENUE NEW YORK, NY, October 30, 2019 –– CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIAB, VIA) t

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc.

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 28, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File N

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 28, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numbe

VIACOM AND CBS ANNOUNCE UPDATE ON MERGER APPROVAL SEC Declares Form S-4 Effective, National Amusements Approves Transaction Merger Now Expected to Close by Early December

EX-99.1 Exhibit 99.1 VIACOM AND CBS ANNOUNCE UPDATE ON MERGER APPROVAL SEC Declares Form S-4 Effective, National Amusements Approves Transaction Merger Now Expected to Close by Early December NEW YORK, NY, October 28, 2019 — CBS Corporation (NYSE: CBS.A, CBS) and Viacom Inc. (NASDAQ: VIAB, VIA) today announced that the registration statement on Form S-4 (No. 333-234238) (the “Registration Statemen

VIA / Viacom, Inc. DEFM14A - - DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 1 d816904d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 16, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporati

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc.

Amendment No. 1, dated as of October 16, 2019, by and between Viacom and CBS, to the Agreement and Plan of Merger, dated as of August 13, 2019, by and between Viacom and CBS.

EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This Amendment No. 1 (this “Amendment”), dated as of October 16, 2019, to the Agreement and Plan of Merger, dated as of August 13, 2019 (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and between CBS Corporation, a Delaware corporation (“Comet”), and Viacom Inc., a Delaware corpora

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 16, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numbe

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc.

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 2, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 2, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Number

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No. 001-32686 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT CBS - CBS Corp and Viacom Inc at Goldman Sachs Communacopia Conference EVENT DATE/TIME: SEPTEMBER 17, 2019 / 4:2

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc.

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No. 001-32686 COMPANIES | FEATURE Viacom CEO Bob Bakish on Streaming, Merging With CBS, and the Stock By Jack Hough Sept. 13, 2019 5:00 am ET Bob Bakish, president and c

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc.

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No. 001-32686 Julia Phelps Named Executive Vice President, Chief Communications and Corporate Marketing Officer, ViacomCBS Inc. NEW YORK – Aug. 29, 2019 – CBS (NYSE: CBS

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc.

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 1 d777335d425.htm 425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No. 001-32686 Anthony DiClemente Named Executive Vice President, Investor Relations, ViacomCBS Inc. NEW YORK – Aug. 28, 2019 – CBS (NYSE: CBS.A and

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No.: 001-32686 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange

Exhibit 10.1

EX-10.1 3 d789774dex101.htm EX-10.1 Exhibit 10.1 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 13, 2019 (this “Agreement”), is made by and among: (i) CBS Corporation, a Delaware corporation (“CBS”); (ii) Viacom Inc., a Delaware corporation (“Viacom”); (iii) National Amusements, Inc., a Maryland corporation (“NAI”); and (iv) NAI Entertainment Holdings LLC, a Delawar

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 13, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Number

Agreement and Plan of Merger, dated as of August 13, 2019, by and between Viacom and CBS.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and between CBS CORPORATION and VIACOM INC. Dated as of August 13, 2019 TABLE OF CONTENTS Page ARTICLE I The Merger 3 SECTION 1.01. The Merger 3 SECTION 1.02. Closing 3 SECTION 1.03. Effective Time 3 SECTION 1.04. Effects of the Merger 3 SECTION 1.05. Constituent Documents 3 SECTION 1.06. Certain Governance Matters 4 SECTION 1.07. Capit

Exhibit 10.2

EX-10.2 Exhibit 10.2 Execution Version GOVERNANCE AGREEMENT This Governance Agreement (this “Agreement”) is entered into as of August 13, 2019 by and among: (i) CBS Corporation (“CBS”); (ii) Viacom Inc. (“Viacom”); (iii) each of National Amusements, Inc. (“NAI”) and NAI Entertainment Holdings LLC (“NAIEH”); (iv) The Sumner M. Redstone National Amusements Trust u/d/t dated June 28, 2002, as amended

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 1 d793095d425.htm 425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc. Commission File No. 001-32686 Date: August 19, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 1 d779815d425.htm 425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc. Commission File No. 001-32686 Date: August 14, 2019 AUGUST 13, 2019 / 8:30PM GMT, CBS Corp and Viacom Inc to Combine - Conference Call THOMSON REUTERS FINAL TRANSCRIPT CBS Corp and Vi

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 1 d750304d425.htm 425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No. 001-32686 AUGUST 13, 2019 / 8:30PM GMT, CBS Corp and Viacom Inc to Combine - Conference Call THOMSON REUTERS FINAL TRANSCRIPT CBS Corp and Viac

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No.: 001-32686 OFFICE OF BOB BAKISH Team – I’m writing today to share some big news. We just announced an agreement to merge with CBS, bringing together our two great co

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 1 d768043d425.htm 425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc. Commission File No. 001-32686 Date: August 13, 2019 Email sent to CBS’ employees by Joseph Ianniello, President and Acting Chief Executive Officer, CBS Corporation, on August 13, 2019

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 1 d790477d425.htm 425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc. Commission File No. 001-32686 Date: August 13, 2019 AUGUST 13, 2019 BOB BAKISH JOE IANNIELLO President and CEO, Viacom President and Acting CEO, CBS Corporation CHRISTINA SPADE EVP an

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 CHRISTINA SPADE EVP and CFO, CBS Corporation BOB BAKISH President and CEO, Viacom JOE IANNIELLO President and Acting CEO, CBS Corporation Keep? AUGUST 13, 2019 Filed by Viacom Inc.

VIA / Viacom, Inc. 425 - Merger Prospectus - 425

425 Filed by Viacom Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Viacom Inc. Commission File No.: 001-32686 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange

CBS / CBS Corp. 425 - Merger Prospectus - 425

425 Filed by CBS Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Viacom Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 13, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Number

TV Viewership Share: 14% 11% 8% 13% 18% 14% WARNER 22% DISCOVERY DISNEY OTHER COMCAST Source: Nielsen, SNL Kagan. Note: Represents P2+ Primetime viewership for 2018-2019 Season (9/24/2018 – 5/22/2019). FOX IN KEY U.S. TARGET DEMOGRAPHICS LARGEST SHAR

EX-99.1 NEW YORK, NY, August 13, 2019 –– CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIA, VIAB), two of the world’s leading entertainment companies, today announced they have entered into a definitive agreement to combine in an all-stock merger, creating a combined company with more than $28 billion in revenue. The combined company, ViacomCBS Inc., will be a leading global, multiplatform, premium c

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d774415d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 8, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation)

Adjusted operating income$ 757 $ 767 (1)% (1)%—% $ 2,144 $ 2,126 1 % (1)% 2 % Adjusted net earnings from continuing operations attributable to Viacom 484 475 2 (1) 3 1,320 1,259 5 (2) 7 Adjusted diluted EPS from continuing operations 1.20 1.18 2 (1)

EX-99 Exhibit 99 FQ3’19 EARNINGS PRESS RELEASE | August 8, 2019 VIACOM REPORTS THIRD QUARTER RESULTS • Delivered Strong Results Across Key Financial Metrics, with Year-over-Year Increase in Consolidated Revenues, as well as Reported and Adjusted Diluted Earnings Per Share • Returned Domestic Advertising Revenue to Growth, up 6% Year-over-Year, Driven by Continued Acceleration in Advanced Marketing

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (Exact nam

VIA / Viacom, Inc. 11-K - - FORM 11-K

Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

VIA / Viacom, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Viacom Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 92553P102 (CUSIP Number) Daivd Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Person Authorized to Rece

Exhibit 99 FQ2’19 EARNINGS PRESS RELEASE | May 10, 2019 VIACOM REPORTS SECOND QUARTER RESULTS
Delivered Year-over-Year Growth in Reported and Adjusted Diluted Earnings Per Share
Sequentially Improved Domestic Advertising Revenue Growth, Driven by

EX-99 2 earningsrelease05102019.htm EXHIBIT 99 Exhibit 99 FQ2’19 EARNINGS PRESS RELEASE | May 10, 2019 VIACOM REPORTS SECOND QUARTER RESULTS
Delivered Year-over-Year Growth in Reported and Adjusted Diluted Earnings Per Share
Sequentially Improved Domestic Advertising Revenue Growth, Driven by Acceleration in Advanced Marketing Solutions
Delivered Ninth Straight Quarter of Year-over-Year Impr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 10, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Number) (

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (Exact na

Amended and Restated Credit Agreement, dated as of February 11, 2019, among Viacom Inc., the subsidiaries of Viacom Inc. designated as borrowers from time to time thereunder, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A., as Documentation Agents.

Exhibit 10.1 EXECUTION VERSION $2,500,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among VIACOM INC., THE SUBSIDIARY BORROWERS PARTIES HERETO, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., and BANK OF AMERICA, N.A. as Syndication Agents and DEUTSCHE BANK SECURITIES INC., MIZUHO BANK, LTD., MORGAN STANLEY MUFG LOAN PARTNERS, LLC, and WELLS FARGO BANK

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 26, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Number)

Submission of Matters to a Vote of Security Holders

8-K 1 form8-k03132019.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 11, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorpora

Viacom Announces Completion of Pluto TV Acquisition

EX-99 2 pressrelease03042019.htm EXHIBIT 99 Exhibit 99 Viacom Announces Completion of Pluto TV Acquisition NEW YORK, NY, March 4, 2019 – Viacom Inc. (NASDAQ: VIAB, VIA) today announced that it has completed the acquisition of Pluto TV, the leading free streaming television service in the U.S. The acquisition, previously announced on January 22, 2019 for $340 million in cash, will advance Viacom’s

Financial Statements and Exhibits, Other Events

8-K 1 form8-k03012019.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 4, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporat

VIA / Viacom, Inc. / NATIONAL AMUSEMENTS INC /MD/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* Viacom Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 92553P102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 13, 2019 (the “Schedule 13G”), with respect to the Class A Common Stock, par value $0.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 11, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numb

VIAB / Viacom, Inc. / VANGUARD GROUP INC Passive Investment

viacominc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Viacom Inc Title of Class of Securities: Common Stock CUSIP Number: 92553P201 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate th

Exhibit 99 FQ1’19 EARNINGS PRESS RELEASE | FEBRUARY 5, 2019 • Delivered Growth Across Key Financial Metrics, with Increase in Consolidated Revenues Driven by Filmed Entertainment and Worldwide Affiliate Gains • Media Networks Grew Domestic Affiliate

earningsrelease02052019 Exhibit 99 FQ1’19 EARNINGS PRESS RELEASE | FEBRUARY 5, 2019 • Delivered Growth Across Key Financial Metrics, with Increase in Consolidated Revenues Driven by Filmed Entertainment and Worldwide Affiliate Gains • Media Networks Grew Domestic Affiliate Revenues 5%, Marking Second Straight Quarter of Year-over-Year Growth; Advanced Marketing Solutions Drove Sequential Improvement in Domestic Advertising Revenues • Paramount Produced Double-Digit Growth in Filmed Entertainment Revenues; Improved Year-over-Year Adjusted Operating Results for Eighth Straight Quarter • Agreed to Acquire Leading U.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 5, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numbe

Exhibit 10.1

Exhibit 10.1 Viacom Inc. 2016 Long-Term Management Incentive Plan 2019 Terms and Conditions to the Performance Share Units Certificate ARTICLE I TERMS OF PERFORMANCE SHARE UNITS Section 1.1 Grant of Performance Share Units. The Performance Share Units (the “Performance Share Units” or “PSUs”) awarded to a Participant are subject to (i) the Performance Share Units Certificate (the “Certificate”), (

February 5, 2019

10-Q 1 via-20181231x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Nu

VIA / Viacom, Inc. DEFA14A

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 ☒ 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 State

Definitive Proxy Statement

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 ☒ 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 State

Viacom Agrees to Acquire Pluto TV Acquisition of Leading Free Streaming Television Platform Marks Next Step in Viacom’s Evolution Provides Scaled Direct-to-Consumer Platform and Expands Opportunities Across Distribution Partnerships, Advanced Adverti

EX-99 2 pressrelease012219.htm EXHIBIT 99 Exhibit 99 Viacom Agrees to Acquire Pluto TV Acquisition of Leading Free Streaming Television Platform Marks Next Step in Viacom’s Evolution Provides Scaled Direct-to-Consumer Platform and Expands Opportunities Across Distribution Partnerships, Advanced Advertising Platform Will Benefit from Viacom’s Content Library, International Footprint and Marketing C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 22, 2019 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numbe

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 4, 2018 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numbe

Title of Security CUSIP Number Acceptance Priority Level Reference U.S. Treasury Security Reference Yield Fixed Spread (basis points) Total Consideration(1) Aggregate Principal Amount Tendered(2) Aggregate Principal Amount Expected to be Accepted for

Exhibit 99.2 Viacom Announces the Pricing Terms of Its Cash Tender Offers for Certain Outstanding Debt Securities NEW YORK -(BUSINESS WIRE)- Viacom Inc. (“Viacom”, “we” or “our”) (NASDAQ: VIAB, VIA) today announced the pricing terms of its previously-announced cash tender offers (collectively, the “Offers”) for (1) up to $329,847,000 in aggregate principal amount (the “Capped Tender Amount”) of th

Title of Security CUSIP Number Acceptance Priority Level Aggregate Principal Amount Outstanding Prior to the Offers Aggregate Principal Amount Tendered(1) Capped Tender Offer: 5.625% Senior Notes due 2019 92553PAD4 N/A $ 550,000,000 $ 329,847,000 Wat

Exhibit 99.1 Viacom Announces Early Tender Results, Increase of the Capped Tender Amount and Waterfall Tender Amount and Change of Expiration Date of Its Cash Tender Offers for Certain Outstanding Debt Securities NEW YORK -(BUSINESS WIRE)- Viacom Inc. (“Viacom”, “we” or “our”) (NASDAQ: VIAB, VIA) today announced that in connection with its previously-announced cash tender offers (collectively, the

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 19, 2018 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numb

Title of Security CUSIP Number Principal Amount Outstanding Acceptance Priority Level Reference U.S. Treasury Security Bloomberg Reference Page(1) Fixed Spread (basis points) Early Tender Premium (per $1,000) Hypothetical Total Consideration (per $1,

Exhibit 99 Viacom Announces Cash Tender Offers for Certain Outstanding Debt Securities NEW YORK -(BUSINESS WIRE)- Viacom Inc.

VIA / Viacom, Inc. S-3ASR

Table of Contents As filed with the Securities and Exchange Commission on November 16, 2018 Registration No.

Statement of Eligibility on Form T-1 of The Bank of New York Mellon, as trustee under the Indenture, dated as of April 12, 2006.

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

Powers of Attorney.

EX-24.1 Exhibit 24.1 VIACOM INC. Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of VIACOM INC., a Delaware corporation (the “Company”), hereby constitutes and appoints Christa A. D’Alimonte to be her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 12, 2018 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numb

Exhibit 99 FQ4’18 EARNINGS PRESS RELEASE | NOVEMBER 16, 2018 VIACOM REPORTS STRONG FOURTH QUARTER AND FULL YEAR RESULTS
Company Delivered Turnaround of Core Business and Grew Full Year Consolidated Operating Income for First Time Since Fiscal 2014

a20181116earningsrelease Exhibit 99 FQ4’18 EARNINGS PRESS RELEASE | NOVEMBER 16, 2018 VIACOM REPORTS STRONG FOURTH QUARTER AND FULL YEAR RESULTS
Company Delivered Turnaround of Core Business and Grew Full Year Consolidated Operating Income for First Time Since Fiscal 2014
Consolidated Revenues Increased 5% in the Quarter, Driven by Double Digit Gains at Paramount
Media Networks Grew Total Affiliate Revenues 4% in the Quarter, with Domestic Affiliate Revenues Up 3% – Sequential Improvement of 1,100 Basis Points in Growth Rate in the Year
Viacom International Media Networks Delivered Record Year of Revenues and Profitability
Full Year Net Cash Provided by Operating Activities Grew 9% to $1.

Powers of Attorney.

Exhibit 24.1 VIACOM INC. Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of VIACOM INC., a Delaware corporation (the “Company”), hereby constitutes and appoints Christa A. D’Alimonte to be her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign

Subsidiaries of Viacom Inc.

Exhibit 21.1 Subsidiaries of Viacom Inc. (as of October 31, 2018) Subsidiary Name Place of Incorporation or Organization 2POP, LLC California 365Gay LLC Delaware 37th Floor Productions Inc. Delaware 38th Floor Productions Inc. Delaware 5555 Communications Inc. Delaware Aardvark Productions, Inc. Delaware AC INVERSORA S.A. Argentina Acquisition Group West LLC Delaware Adoy LLC Delaware After School

Exhibit 10.20

EX-10.20 3 a201810-kexhibit1020.htm EXHIBIT 10.20 Exhibit 10.20 As of November 1, 2018 Mr. Wade Davis c/o Viacom Inc. 1515 Broadway New York, NY 10036 Dear Mr. Davis: Reference is made to that certain employment agreement between you and Viacom International Inc. (the “Company”) dated as of November 27, 2014 (your “Employment Agreement”). All defined terms used without definitions shall have the m

Exhibit 10.9

EX-10.9 2 a201810-kexhibit109.htm EXHIBIT 10.9 Exhibit 10.9 VIACOM INC. SENIOR EXECUTIVE SHORT-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 12, 2018 ARTICLE I GENERAL Section 1.1 Purpose. The purpose of the Viacom Inc. Senior Executive Short-Term Incentive Plan, as amended and restated effective November 12, 2018 (the “Plan”) is to benefit and advance the interests of Viacom Inc

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (Exact name o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 8, 2018 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numbe

VIACOM REPORTS THIRD QUARTER RESULTS Diluted EPS was $1.27; Adjusted Diluted EPS Grew in the Quarter, Increased 4% Year-to-Date Paramount Pictures Turnaround Drove Increased Filmed Entertainment Profitability in the Quarter, with Adjusted Operating I

Exhibit 99 VIACOM REPORTS THIRD QUARTER RESULTS Diluted EPS was $1.27; Adjusted Diluted EPS Grew in the Quarter, Increased 4% Year-to-Date Paramount Pictures Turnaround Drove Increased Filmed Entertainment Profitability in the Quarter, with Adjusted Operating Income Up $160 Million Year-to-Date Media Networks Delivered Sequential Improvement in Domestic Affiliate Revenue Growth, Strong Gains in Ye

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 9, 2018 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Number)

VIA / Viacom, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (Exact nam

VIA / Viacom, Inc. CORRESP

Via EDGAR (Correspondence) August 1, 2018 Ms. Kathryn Jacobson Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 3720 Washington, D.C. 20549 Re: Viacom Inc. Form 10-K for the Fiscal Year Ended September 30, 2017 Response Dated June 25, 2018 File No. 001-32686 Dear Ms. Jacobson: On behalf of Viacom Inc., set forth below, in bold type, is the comment of

VIA / Viacom, Inc. FORM 11-K

Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

VIA / Viacom, Inc. CORRESP

Via EDGAR (Correspondence) June 25, 2018 Ms. Kathryn Jacobson Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 3720 Washington, D.C. 20549 Re: Viacom Inc. Form 10-K for the Fiscal Year Ended September 30, 2017 Filed November 16, 2017 File No. 001-32686 Dear Ms. Jacobson: On behalf of Viacom Inc., set forth below, in bold type, are the comments (the “

VIA / Viacom, Inc. CORRESP

Via EDGAR (Correspondence) May 1, 2018 Ms. Kathryn Jacobson Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 3720 Washington, D.C. 20549 Re: Viacom Inc. Form 10-K for the Fiscal Year Ended September 30, 2017 Filed November 16, 2017 Form 10-Q for the Quarterly Period Ended December 31, 2017 Filed February 8, 2018 File No. 001-32686 Dear Ms. Jacobson:

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 25, 2018 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Number)

VIACOM REPORTS STRONG SECOND QUARTER RESULTS Company Delivered Significant Gains in Operating Income, EPS Worldwide Growth in Media Networks Driven by Double-Digit Gains Across All International Revenue Streams Paramount Pictures Returned to Profitab

Exhibit 99 VIACOM REPORTS STRONG SECOND QUARTER RESULTS Company Delivered Significant Gains in Operating Income, EPS Worldwide Growth in Media Networks Driven by Double-Digit Gains Across All International Revenue Streams Paramount Pictures Returned to Profitability in the Quarter as Turnaround Efforts Advance NEW YORK, April 25, 2018 - Viacom Inc.

VIA / Viacom, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (Exact na

VIA / Viacom, Inc. CORRESP

599 LEXINGTON AVENUE | NEW YORK | NY | 10022-6069 WWW.SHEARMAN.COM | T +1.212.848.4000 | F +1.212.848.7179 April 10, 2018 BY EDGAR Mr. Joshua Shainess United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-0405 www.sec.gov RE: Viacom Inc. Form 10-K for the Fiscal Year Ended September 30, 2017 Filed November 16, 2017 Form 10-Q for th

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 8, 2018 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Number)

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 13, 2018 (the “Schedule 13G”), with respect to the Class A Common Stock, par value $0.

VIA / Viacom, Inc. / NATIONAL AMUSEMENTS INC /MD/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* Viacom Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 92553P102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

VIAB / Viacom, Inc. / VANGUARD GROUP INC Passive Investment

viacominc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Viacom Inc Title of Class of Securities: Common Stock CUSIP Number: 92553P201 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate th

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 8, 2018 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission F

VIACOM REPORTS FIRST QUARTER RESULTS Company Accelerates Transformation, with Further Progress against Key Strategic Initiatives International Media Networks Deliver Seven Consecutive Quarters of Year-over-Year Revenue Growth Completed Tender Offer f

Document Exhibit 99 VIACOM REPORTS FIRST QUARTER RESULTS Company Accelerates Transformation, with Further Progress against Key Strategic Initiatives International Media Networks Deliver Seven Consecutive Quarters of Year-over-Year Revenue Growth Completed Tender Offer for $1 Billion in Debt, Further Strengthening Balance Sheet NEW YORK, February 8, 2018 - Viacom Inc.

Exhibit 10.2

EX-10.2 3 a10qexhibit102.htm EXHIBIT 10.2 Exhibit 10.2 March 9, 2017 Christa D’Alimonte c/o Viacom Inc. 1515 Broadway New York, NY 10036 Dear Ms. D’Alimonte: Viacom Inc. (the “Company”), with an address at 1515 Broadway, New York, New York 10036, agrees to employ you, and you accept such employment, on the terms and conditions set forth in this letter agreement (“Agreement”). For purposes of this

Employment Agreement between Viacom Inc. and Scott Mills, effective as of January 1, 2018.

Exhibit 10.3 As of January 1, 2018 Scott Mills c/o Black Entertainment Television LLC 1515 Broadway New York, NY 10036 Dear Mr. Mills: Black Entertainment Television LLC (the “Company”) agrees to employ you, and you accept such employment, on the terms and conditions set forth in this letter agreement (“Agreement”). For purposes of this Agreement, “Viacom” shall mean Viacom Inc. and its subsidiari

February 8, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (Exact

Exhibit 10.1

Exhibit 10.1 Viacom Inc. 2016 Long-Term Management Incentive Plan 2018 Terms and Conditions to the Performance Share Units Certificate ARTICLE I TERMS OF PERFORMANCE SHARE UNITS Section 1.1 Grant of Performance Share Units. The Performance Share Units (the “Performance Share Units” or “PSUs”) awarded to a Participant are subject to (i) the Performance Share Units Certificate (the “Certificate”), (

VIACOM INC. BOARD FORMS SPECIAL COMMITTEE TO EVALUATE POTENTIAL COMBINATION WITH CBS CORPORATION

Exhibit Exhibit 99 VIACOM INC. BOARD FORMS SPECIAL COMMITTEE TO EVALUATE POTENTIAL COMBINATION WITH CBS CORPORATION NEW YORK, February 1, 2018 ? Viacom Inc. (NASDAQ: VIAB, VIA) today announced that its Board of Directors has established a special committee of independent directors to evaluate a potential combination with CBS Corporation. The Committee has retained independent legal counsel and is

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 1, 2018 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission F

VIA / Viacom, Inc. DEFA14A

viab-defa14a20180308.htm 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 ? 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))

VIA / Viacom, Inc. DEF 14A

Table of Contents 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 ☒ 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)) ☒ Defi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 14, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 6, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission F

Title of Security CUSIP Number Acceptance Priority Level Reference U.S. Treasury Security Reference Yield Fixed Spread (basis points) Total Consideration(1) Aggregate Principal Amount Tendered(2) Aggregate Principal Amount Expected to be Accepted for

Exhibit Exhibit 99.2 Viacom Announces the Pricing Terms of Its $1.0 Billion Cash Tender Offers for Certain Outstanding Debt Securities NEW YORK -(BUSINESS WIRE)- Viacom Inc. (NASDAQ: VIAB, VIA) today announced the pricing terms of its previously ? announced cash tender offers (collectively, the ?Offers?) for up to $1.0 billion combined aggregate purchase price (excluding accrued and unpaid interes

Title of Security

Exhibit 99.1 Viacom Announces Early Tender Results of Its $1.0 Billion Cash Tender Offers for Certain Outstanding Debt Securities NEW YORK -(BUSINESS WIRE)- Viacom Inc. (NASDAQ: VIAB, VIA) today announced that in connection with its previously-announced cash tender offers (collectively, the “Offers”) for the debt securities identified in the table below (collectively, the “Securities”), approximat

Title of Security CUSIP Number Principal Amount Outstanding Acceptance Priority Level Reference U.S. Treasury Security Bloomberg Reference Page (1) Fixed Spread (basis points) Early Tender Premium (per $1,000) Hypothetical Total Consideration (per $1

Exhibit Exhibit 99 Viacom Announces Cash Tender Offers for Up to $1.0 Billion Aggregate Purchase Price of Certain Outstanding Debt Securities NEW YORK -(BUSINESS WIRE)- Viacom Inc. (NASDAQ: VIAB, VIA) today announced that it will commence cash tender offers (collectively, the "Offers") for up to $1.0 billion aggregate purchase price (excluding accrued and unpaid interest to, but not including, the

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 21, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission

VIACOM REPORTS FOURTH QUARTER AND FULL YEAR GROWTH Company Continued to Deliver Improvements in Financial Performance as Strategic Plan Advances Revenues Increased 6% in Full Year and 3% in Quarter, Due to Gains in Media Networks and Filmed Entertain

Exhibit Exhibit 99 VIACOM REPORTS FOURTH QUARTER AND FULL YEAR GROWTH Company Continued to Deliver Improvements in Financial Performance as Strategic Plan Advances Revenues Increased 6% in Full Year and 3% in Quarter, Due to Gains in Media Networks and Filmed Entertainment Produced Growth in Net Earnings and Diluted Earnings Per Share in Full Year and Fourth Quarter Full Year Net Cash Provided by Operating Activities Increased 22% to $1.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 16, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission

Subsidiaries of Viacom Inc.

Exhibit 21.1 Subsidiaries of Viacom Inc. (as of October 31, 2017) Subsidiary Name Place of Incorporation or Organization 365Gay LLC Delaware 37th Floor Productions Inc. Delaware 38th Floor Productions Inc. Delaware 5555 Communications Inc. Delaware Aardvark Productions, Inc. Delaware AC INVERSORA S.A. Argentina Acquisition Group West LLC Delaware Adoy LLC Delaware After School Productions Inc. Del

Powers of Attorney.

Exhibit 24.1 VIACOM INC. Power of Attorney KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., a Delaware corporation (the ?Company?), hereby constitutes and appoints Christa A. D?Alimonte to be her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (Exact name o

VIAB / Viacom, Inc. / VANGUARD GROUP INC Passive Investment

viacominc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Viacom Inc Title of Class of Securities: Common Stock CUSIP Number: 92553P201 Date of Event Which Requires Filing of this Statement: October 31, 2017 Check the appropriate box to designate the

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 7, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission F

Paramount Pictures Provides Slate Financing Update

Exhibit Exhibit 99 Paramount Pictures Provides Slate Financing Update Hollywood, CA ? November 7, 2017 ? Paramount Pictures and Huahua Media have mutually agreed to end their slate financing agreement, which otherwise would have financed 25 percent of the Paramount film slate in fiscal 2017, 2018 and 2019, following recent changes to Chinese foreign investment policies.

VIACOM REPORTS STRONG THIRD QUARTER RESULTS Company Delivers Improved Financial Performance as Management Continues to Execute on Strategic Plan Quarterly Revenues Rose 8%, with Continued Gains in Filmed Entertainment and Media Networks Year-to-Date

Document Exhibit 99 VIACOM REPORTS STRONG THIRD QUARTER RESULTS Company Delivers Improved Financial Performance as Management Continues to Execute on Strategic Plan Quarterly Revenues Rose 8%, with Continued Gains in Filmed Entertainment and Media Networks Year-to-Date Net Cash Provided by Operating Activities Increased to $653 Million, Up $253 Million; Operating Free Cash Flow Grew to $548 Million, Up $228 Million NEW YORK, August 3, 2017 - Viacom Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 3, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (Exact nam

Viacom FORM 11-K

Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Title of Security

Exhibit Exhibit 99.1 Viacom Announces Early Tender Results and Increase of the Maximum Tender Amount of Its Cash Tender Offers for Certain Outstanding Debt Securities NEW YORK -(BUSINESS WIRE)- Viacom Inc. (NASDAQ: VIAB, VIA) today announced that in connection with its previously-announced cash tender offers (collectively, the ?Offers?) for the debt securities identified in the table below (collec

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 2, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File

Title of Security CUSIP Number Acceptance Priority Level Reference U.S. Treasury Security Reference Yield Fixed Spread (basis points) Total Consideration(1) Tender Cap(2) Aggregate Principal Amount Tendered(3) Aggregate Principal Amount Expected to b

Exhibit Exhibit 99.2 Viacom Announces the Pricing Terms of Its Cash Tender Offers for Certain Outstanding Debt Securities NEW YORK -(BUSINESS WIRE)- Viacom Inc. (NASDAQ: VIAB, VIA) today announced the pricing terms of its previously ? announced cash tender offers (collectively, the "Offers") for up to $1.0 billion combined aggregate purchase price (excluding accrued and unpaid interest to, but not

Title of Security

Exhibit EXHIBIT 99 Viacom Announces Cash Tender Offers for Up to $750 Million Aggregate Purchase Price of Certain Outstanding Debt Securities NEW YORK -(BUSINESS WIRE)- Viacom Inc.

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 18, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File

Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 11, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File

Viacom 10-Q (Quarterly Report)

10-Q 1 via-20170331x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

VIACOM REPORTS SECOND QUARTER RESULTS Quarterly Revenues Increased 8%, Driven by Strong Improvements across Filmed Entertainment, Increases in Affiliate Revenues and Continued International Media Networks Growth Year-to-Date Net Cash Provided by Oper

Document Exhibit 99 VIACOM REPORTS SECOND QUARTER RESULTS Quarterly Revenues Increased 8%, Driven by Strong Improvements across Filmed Entertainment, Increases in Affiliate Revenues and Continued International Media Networks Growth Year-to-Date Net Cash Provided by Operating Activities Increased to $405 Million, an Improvement of $121 Million; Free Cash Flow of $310 Million, Up $80 Million Company Continued Execution of its Strategic Plan NEW YORK, May 4, 2017 - Viacom Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q22017form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 4, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation)

AMENDMENT TO THE VIACOM EXCESS PENSION PLAN

Exhibit 10.1 AMENDMENT TO THE VIACOM EXCESS PENSION PLAN Effective as of March 13, 2017, the first paragraph of Section 3, Administration, of the Plan is replaced in its entirety with the following: This Plan shall be administered by the Retirement Committee (hereinafter called the “Committee”), which shall administer it in a manner consistent with the administration of the Qualified Plan, except

AMENDMENT TO THE VIACOM BONUS DEFERRAL PLAN FOR DESIGNATED SENIOR EXECUTIVES

EX-10.3 4 ex103amendmenttobonusdefer.htm EXHIBIT 10.3 Exhibit 10.3 AMENDMENT TO THE VIACOM BONUS DEFERRAL PLAN FOR DESIGNATED SENIOR EXECUTIVES 1.Effective as of March 13, 2017, Section 2.5 of the Plan is amended to read in its entirety as follows: 2.5 Committee. The term "Committee" means the Retirement Committee appointed hereunder. The Committee may act on its own behalf or through the actions

AMENDMENT TO THE VIACOM EXCESS 401(K) PLAN FOR DESIGNATED SENIOR EXECUTIVES

Exhibit 10.2 AMENDMENT TO THE VIACOM EXCESS 401(K) PLAN FOR DESIGNATED SENIOR EXECUTIVES 1. Effective as of March 13, 2017, Section 2.4 of the Plan is amended to read in its entirety as follows: 2.4 Committee. The term "Committee" means the Retirement Committee appointed hereunder. The Committee may act on its own behalf or through the actions of a duly authorized delegate or delegates. 2. Effecti

[Rest of page intentionally left blank]

Exhibit 10.4 As of February 28, 2017 Michael D. Fricklas c/o Viacom Inc. 1515 Broadway New York, NY 10036 Dear Mr. Fricklas: We hereby refer to the Employment Agreement between you and Viacom Inc. (“Viacom”) dated October 2, 2009, amended as of August 6, 2012, as of May 20, 2015 and further amended as of December 12, 2016 (together, the “Employment Agreement”). All defined terms used without defin

MGM TO ACQUIRE FULL OWNERSHIP OF EPIX MGM to Acquire All of Viacom’s and Lionsgate’s Interests in the Premium Pay Television Network Paramount Pictures and Lionsgate Will Have Multi-Year Agreements to Continue Bringing First-Run Theatrical Output to

Exhibit Exhibit 99 FOR IMMEDIATE RELEASE MGM TO ACQUIRE FULL OWNERSHIP OF EPIX MGM to Acquire All of Viacom?s and Lionsgate?s Interests in the Premium Pay Television Network Paramount Pictures and Lionsgate Will Have Multi-Year Agreements to Continue Bringing First-Run Theatrical Output to EPIX LOS ANGELES, CA (April 5, 2017) ? Metro-Goldwyn-Mayer (?MGM?), Viacom Inc.

Viacom FORM 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 5, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 3, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Number)

Viacom ESP

Document Via EDGAR (Correspondence) March 1, 2017 Mr. Carlos Pacho Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 3720 Washington, D.C. 20549 Re: Viacom Inc. Form 10-K for the Fiscal Year Ended September 30, 2016 Filed November 9, 2016 File No. 001-32686 Dear Mr. Pacho: On behalf of Viacom Inc., set forth below is our response to the comments (the

Exhibit 4.1

EX-4.1 Exhibit 4.1 EXECUTION COPY VIACOM INC. AND THE BANK OF NEW YORK MELLON Trustee TWENTIETH SUPPLEMENTAL INDENTURE Dated as of February 28, 2017 To Indenture dated as of April 12, 2006 between VIACOM INC. and THE BANK OF NEW YORK MELLON Trustee $650,000,000 5.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 $650,000,000 6.250% Fixed-to-Floating Rate Junior Subordinated Deben

VIACOM INC. 5.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 6.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 Underwriting Agreement

EX-1.1 Exhibit 1.1 EXECUTION VERSION VIACOM INC. 5.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 6.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 Underwriting Agreement February 23, 2017 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 23, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Numb

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 5.875% Fixed-to-Floating Ra

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No.

The NC5 Debentures will accrue interest from, and including, February 28, 2017, at a rate of 5.875% to, but not including, February 28, 2022.

FWP 1 d325793dfwp.htm FWP VIACOM INC. JUNIOR SUBORDINATED DEBENTURES OFFERING – FINAL TERMS Issuer Free Writing Prospectus Dated February 23, 2017 Filed Pursuant to Rule 433 Registration Statement No. 333-207648 5.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 (“NC5 Debentures”) 6.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 (“NC10 Debentures”) Issuer: V

SUBJECT TO COMPLETION, DATED FEBRUARY 21, 2017

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-207648 The information in this preliminary prospectus is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. We are not using this preliminary prospectus supplement or the accompanying prospectus to sell these securi

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 13, 2017 (the “Schedule 13G”), with respect to the Class A Common Stock, par value $0.

VIA / Viacom, Inc. / NATIONAL AMUSEMENTS INC /MD/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Viacom Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 92553P102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

VIAB / Viacom, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 viacominc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Viacom Inc Title of Class of Securities: Common Stock CUSIP Number: 92553P201 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuant to which this Sch

Exhibit 3.2

Exhibit Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VIACOM INC. (effective as of August 18, 2016; as amended as of February 6, 2017) ARTICLE I OFFICES Section 1. The registered offices of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 6, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission F

February 9, 2017

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM IN

Exhibit 10.4

Exhibit Exhibit 10.4 As of December 12, 2016 Robert Bakish 90 Hemlock Hill Road New Canaan, Connecticut 06840 Dear Mr. Bakish: Viacom Inc. (the ?Company?) agrees to employ you, and you accept such employment, on the terms and conditions set forth in this letter agreement (? Agreement ?). For purposes of this Agreement, ? Viacom ? shall mean Viacom Inc. and its subsidiaries. 1. Contract Period . Th

VIACOM INC. 2011 RSU PLAN FOR OUTSIDE DIRECTORS (Amended and Restated as of January 1, 2016 and as Further Amended and Restated as of October 31, 2016) ARTICLE I

Exhibit Exhibit 10.2 VIACOM INC. 2011 RSU PLAN FOR OUTSIDE DIRECTORS (Amended and Restated as of January 1, 2016 and as Further Amended and Restated as of October 31, 2016) ARTICLE I GENERAL Section 1.1 Purpose. The purpose of the Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016 and as further amended and restated as of October 31, 2016 (the ? Plan ?)

Exhibit 10.1

Exhibit Exhibit 10.1 Summary of Viacom Inc. Compensation for Outside Directors (Effective as of October 31, 2016) Cash Compensation ? The Chair of the Board receives an annual Board retainer of $300,000, the Vice Chair of the Board receives an annual retainer of $200,000 and all other outside directors receive an annual retainer of $100,000, in each case payable in equal installments quarterly in

VIACOM REPORTS FIRST QUARTER RESULTS AND PROVIDES STRATEGIC UPDATE Quarterly Revenues Return to Growth, 5% Increase Driven by Domestic Affiliate Performance, Continued International Strength and Theatrical Revenue Gains Operating Cash Flow Increased

Document Exhibit 99 VIACOM REPORTS FIRST QUARTER RESULTS AND PROVIDES STRATEGIC UPDATE Quarterly Revenues Return to Growth, 5% Increase Driven by Domestic Affiliate Performance, Continued International Strength and Theatrical Revenue Gains Operating Cash Flow Increased to $159 Million, Improvement of $285 Million Company Presents New Strategic Plan, Including Focus on Six Priority Flagship Brands and Deeper Integration of Paramount Pictures NEW YORK, February 9, 2017 - Viacom Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 9, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission F

Exhibit 10.8

Exhibit 10.8 As of October 31, 2016 Robert Bakish 90 Hemlock Hill Road New Canaan, Connecticut 06840 Dear Mr. Bakish: Reference is made to that certain employment agreement between you and Viacom International Inc. (the “Company”) dated as of October 31, 2016 (together with any amendments thereto, your “Employment Agreement”). All defined terms used without being defined herein shall have the mean

Viacom Inc. 2016 Long-Term Management Incentive Plan 2017 Terms and Conditions to the Performance Share Units Certificate ARTICLE I TERMS OF PERFORMANCE SHARE UNITS

EX-10.6 6 via-20161231x10qexhibit106.htm EXHIBIT 10.6 Exhibit 10.6 Viacom Inc. 2016 Long-Term Management Incentive Plan 2017 Terms and Conditions to the Performance Share Units Certificate ARTICLE I TERMS OF PERFORMANCE SHARE UNITS Section 1.1 Grant of Performance Share Units. The Performance Share Units (the “Performance Share Units”) awarded to a Participant are subject to (i) the Performance Sh

Exhibit 10.10

Exhibit 10.10 As of November 14, 2016 DeDe Lea c/o Viacom Inc. 1275 Pennsylvania Ave. NW Suite 710 Washington, D.C. 20004 Dear Ms. Lea: Viacom Inc. (the “Company”), with an address at 1515 Broadway, New York, NY 10036, agrees to employ you, and you accept such employment, on the terms and conditions set forth in this letter agreement (“Agreement”). For purposes of this Agreement, “Viacom” shall me

Exhibit 10.7

Exhibit 10.7 As of October 31, 2016 Robert Bakish 90 Hemlock Hill Road New Canaan, Connecticut 06840 Dear Mr. Bakish: Viacom International Inc. (the “Company”) agrees to employ you, and you accept such employment, on the terms and conditions set forth in this letter agreement (“Agreement”). For purposes of this Agreement, “Viacom” shall mean Viacom Inc. and its subsidiaries. 1. Contract Period. Th

Exhibit 10.5

Exhibit 10.5 As of December 12, 2016 Robert Bakish 90 Hemlock Hill Road New Canaan, Connecticut 06840 Dear Mr. Bakish: Reference is made to that certain employment agreement between you and Viacom Inc. (the “Company”) dated as of December 12, 2016 (your “Employment Agreement”). All defined terms used without being defined herein shall have the meanings provided in your Employment Agreement. This l

As of December 12, 2016

Exhibit 10.9 As of December 12, 2016 Michael D. Fricklas c/o Viacom Inc. 1515 Broadway New York, NY 10036 Dear Mr. Fricklas: Reference is made to your employment agreement with Viacom Inc. (the “Company”), dated October 2, 2009, amended as of August 6, 2012, and further amended as of May 20, 2015 (together, the “Employment Agreement”). All defined terms used without definition shall have the meani

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 6, 2017 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File Number

Viacom DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Viacom DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Board of Directors Discontinue Exploration of Potential Combination with CBS

Exhibit Exhibit 99 Viacom Appoints Bob Bakish CEO Board of Directors Discontinue Exploration of Potential Combination with CBS NEW YORK-(BUSINESS WIRE)- The Board of Directors of Viacom Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 12, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission

EX-24

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints Michael D. Fricklas to be his true and lawful attorney-in-fact and agent to execute and file for and on behalf of the undersigned (i) any reports on Forms 3, 4 and 5 (including any amendments thereto and any successors to such Forms) with respect to ownership of securities of Viacom In

Viacom 10-K (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 9, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission F

Quarter Ended September 30,

Document Exhibit 99 VIACOM REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS New York, NY, November 9, 2016 - Viacom Inc.

Subsidiaries of Viacom Inc. (as of October 31, 2016)

Exhibit 21.1 Subsidiaries of Viacom Inc. (as of October 31, 2016) Subsidiary Name Place of Incorporation or Organization 365Gay LLC Delaware 37th Floor Productions Inc. Delaware 38th Floor Productions Inc. Delaware 5555 Communications Inc. Delaware Aardvark Productions, Inc. Delaware Acquisition Group West LLC Delaware Adoy LLC Delaware After School Productions Inc. Delaware AfterL.com LLC Delawar

VIACOM INC. Power of Attorney

Exhibit 24.1 VIACOM INC. Power of Attorney KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., a Delaware corporation (the “Company”), hereby constitutes and appoints each of Michael D. Fricklas and Christa A. D’Alimonte, severally and not jointly, to be his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his n

AMENDED AND RESTATED BYLAWS OF VIACOM INC. (EFFECTIVE AS OF AUGUST 18, 2016) ARTICLE I

EX-3.2 3 a201610-kexhibit32.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VIACOM INC. (EFFECTIVE AS OF AUGUST 18, 2016) ARTICLE I OFFICES Section 1. The registered offices of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as

Exhibit 3.1

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIACOM INC. (Originally incorporated on September 22, 2005 under the name New Viacom Corp.) ARTICLE I NAME The name of this Corporation is Viacom Inc. ARTICLE II REGISTERED OFFICE AND AGENT FOR SERVICE The registered office of the Corporation in the State of Delaware is located at Suite 400, 2711 Centerville Road, City of Wilmington,

Viacom Announces Leadership Transition Robert Bakish Appointed Acting President and CEO, Having Led Viacom’s International Growth Since 2007 Will Draw on Significant Operating Experience & Track Record of Innovation to Position Viacom for the Future

Exhibit 99 Viacom Announces Leadership Transition Robert Bakish Appointed Acting President and CEO, Having Led Viacom?s International Growth Since 2007 Will Draw on Significant Operating Experience & Track Record of Innovation to Position Viacom for the Future NEW YORK, Oct.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k10x31x2016.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 31, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incor

VIACOM INC. 2.250% Senior Notes due 2022 3.450% Senior Notes due 2026 Underwriting Agreement

EX-1.1 Exhibit 1.1 EXECUTION VERSION VIACOM INC. 2.250% Senior Notes due 2022 3.450% Senior Notes due 2026 Underwriting Agreement September 29, 2016 Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 La

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File

Exhibit 4.1

EX-4.1 3 d238218dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION VIACOM INC. AND THE BANK OF NEW YORK MELLON Trustee NINETEENTH SUPPLEMENTAL INDENTURE Dated as of October 4, 2016 To Indenture dated as of April 12, 2006 between VIACOM INC. and THE BANK OF NEW YORK MELLON Trustee $400,000,000 2.250% Senior Notes due 2022 $900,000,000 3.450% Senior Notes due 2026 NINETEENTH SUPPLEMENTAL INDENTURE, date

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 2.250% Senior Notes due 202

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Statement No.

2.250% Senior Notes due 2022

FWP 1 d187258dfwp.htm FWP VIACOM INC. SENIOR NOTES OFFERING – FINAL TERMS Issuer Free Writing Prospectus Dated September 29, 2016 Filed Pursuant to Rule 433 Registration Statement No. 333-207648 2.250% Senior Notes due 2022 3.450% Senior Notes due 2026 Issuer: Viacom Inc. Ratings:* Baa3 (stable) / BBB- (negative) / BBB (negative) Format: SEC Registered Securities: Senior Notes Trade Date: Septembe

Viacom Announces Receipt of Letter from National Amusements

EX-99 Exhibit 99 Viacom Announces Receipt of Letter from National Amusements NEW YORK, Sept.

SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 2016

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-207648 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. We are not using this preliminary prospectus supplement or the accompanying prospectus to sell t

Viacom 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File

Exhibit 10

Exhibit 10 September 21, 2016 Dear Tom: Pursuant to the Confidential Settlement and Release Agreement entered into and effective as of August 18, 2016 among Viacom Inc.

VIACOM BOARD ACTS TO POSITION THE COMPANY FOR FUTURE GROWTH

Exhibit 99 VIACOM BOARD ACTS TO POSITION THE COMPANY FOR FUTURE GROWTH NEW YORK, September 21, 2016?Following a comprehensive review of Viacom?s (NASDAQ: VIAB, VIA) capital structure and operating budget, the Viacom Board today announced measures to improve the Company?s financial flexibility and position it for future growth.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d234643d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 21, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporat

Viacom DEF 14C

DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement x Definitive Information Statement ? Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) Viacom Inc. (Name of Registrant as Specif

Viacom PRE 14C

PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: x Preliminary Information Statement ? Definitive Information Statement ? Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) Viacom Inc. (Name of Registrant as Specif

VIACOM AND NATIONAL AMUSEMENTS ANNOUNCE RESOLUTION OF GOVERNANCE DISPUTE AND TRANSITION TO NEW LEADERSHIP Philippe Dauman Steps Down as President and CEO; Will Continue as Non-Executive Chairman until September 13 Thomas Dooley, Viacom COO, Named Int

EX-99 Exhibit 99 VIACOM AND NATIONAL AMUSEMENTS ANNOUNCE RESOLUTION OF GOVERNANCE DISPUTE AND TRANSITION TO NEW LEADERSHIP Philippe Dauman Steps Down as President and CEO; Will Continue as Non-Executive Chairman until September 13 Thomas Dooley, Viacom COO, Named Interim President and CEO through September 30, End of Fiscal Year Five Independent Directors Elected to the Board NEW YORK, August 20, 2016—Viacom Inc.

Amendments to Amended and Restated Certificate of Incorporation of Viacom Inc.

EX-3.1 Exhibit 3.1 Amendments to Amended and Restated Certificate of Incorporation of Viacom Inc. Article III of the Amended and Restated Certificate of Incorporation is amended in its entirety to read as follows: Subject to Article IX, the purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of

Amendments to the Amended and Restated Bylaws of Viacom Inc.

EX-3.2 Exhibit 3.2 Amendments to the Amended and Restated Bylaws of Viacom Inc. Article III, Section 2 of the Bylaws is deleted in its entirety and replaced with the following: Subject to the rights of the holders of any series of Preferred Stock or any other class of capital stock of the Corporation then outstanding (other than Common Stock), vacancies in the board of directors occurring as a res

Viacom FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 18, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission Fi

Exhibit 10

Exhibit 10 EXECUTION COPY CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT This confidential settlement and release agreement (“Settlement”) is entered into and effective as of August 18, 2016 (the “Effective Date”), by and among: (i) Sumner M.

Viacom 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32686 VIACOM INC. (

Viacom FORM 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 4, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission Fil

VIACOM REPORTS RESULTS FOR JUNE QUARTER

Document Exhibit 99 VIACOM REPORTS RESULTS FOR JUNE QUARTER New York, NY, August 4, 2016 - Viacom Inc.

Exhibit 10.4

Exhibit 10.4 Viacom Inc. 2016 Long-Term Management Incentive Plan 2016 Terms and Conditions to the Restricted Share Units Certificate ARTICLE I TERMS OF RESTRICTED SHARE UNITS Section 1.1 Grant of Restricted Share Units. The Restricted Share Units (the “Restricted Share Units”) have been awarded to the Participant subject to the terms and conditions contained in (A) the confirmation for the May 18

Summary of Viacom Inc. Compensation for Outside Directors (Effective as of May 18, 2016)

Exhibit 10.1 Summary of Viacom Inc. Compensation for Outside Directors (Effective as of May 18, 2016) Cash Compensation • The Vice Chair of the Board receives an annual retainer of $200,000, and each other outside director receives an annual retainer of $100,000, in each case payable in equal installments quarterly in advance. • The Chairs of the Audit and Compensation Committees each receive an a

Exhibit 10.3

Exhibit 10.3 Viacom Inc. 2016 Long-Term Management Incentive Plan 2016 Terms and Conditions to the Stock Option Certificate ARTICLE I TERMS OF STOCK OPTIONS Section 1.1 Grant of Stock Options. The Stock Options have been awarded to the Participant subject to the terms and conditions contained in (A) the confirmation for the May 18, 2016 grant of Stock Options provided to the Participant (the “Stoc

Michael D. Fricklas, Executive Vice President, General Counsel and Secretary, Viacom Inc.

EX-10.7 9 exhibit10-7.htm EXHIBIT 10.7 Exhibit 10.7 AGREEMENT This agreement (the "Agreement") is entered into this 13th day of June, 2016, between Viacom Inc. ("Viacom") and Philippe Dauman ("Dauman") in the following context: Dauman is a Viacom director and Viacom's Executive Chairman, President and Chief Executive Officer; Pursuant to the purported exercise of authority by Sumner M. Redstone ("

Exhibit 10.2

Exhibit 10.2 FINAL VIACOM INC. 2011 RSU PLAN FOR OUTSIDE DIRECTORS (Amended and Restated as of January 1, 2016 and as Further Amended and Restated as of May 18, 2016) ARTICLE I GENERAL Section 1.1 Purpose. The purpose of the Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016 and as further amended and restated as of May 18, 2016 (the “Plan”) is to benefi

Michael D. Fricklas, Executive Vice President, General Counsel and Secretary, Viacom Inc.

Exhibit 10.6 AGREEMENT This agreement (the "Agreement") is entered into this 13th day of June, 2016, between Viacom Inc. ("Viacom") and George Abrams ("Abrams") in the following context: Abrams is a Viacom director; Pursuant to the purported exercise of authority by Sumner M. Redstone ("Mr. Redstone"), notice was given to Abrams and fellow Viacom director, Philippe Dauman ("Dauman"), purporting to

BYLAWS VIACOM INC., AS PURPORTEDLY AMENDED AS OF JUNE 6, 2016 AND AS OF JUNE 16, 2016 ARTICLE I

Exhibit 3.2 BYLAWS OF VIACOM INC., AS PURPORTEDLY AMENDED AS OF JUNE 6, 2016 AND AS OF JUNE 16, 2016 ARTICLE I OFFICES Section 1. The registered offices of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from

Exhibit 10.5

Exhibit 10.5 Viacom Inc. 2016 Long-Term Management Incentive Plan 2016 Terms and Conditions to the Performance Share Units Certificate ARTICLE I TERMS OF PERFORMANCE SHARE UNITS Section 1.1 Grant of Performance Share Units. The Performance Share Units (the “Performance Share Units”) have been awarded to the Participant subject to the terms and conditions contained in (A) the confirmation for the J

Viacom ESP

Document Via EDGAR (Correspondence) July 19, 2016 Mr. Larry Spirgel Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 3720 Washington, D.C. 20549 Re: Viacom Inc. Form 10-K for the Fiscal Year Ended September 30, 2015 Filed November 12, 2015 File No. 001-32686 Dear Mr. Spirgel: On behalf of Viacom Inc., set forth below is our response to the comment (t

Viacom DEF 14C

DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ¨ Preliminary Information Statement x Definitive Information Statement ¨ Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) Viacom Inc. (Name of Registrant as Specif

July 15, 2016

Exhibit Exhibit 99.1 July 15, 2016 By Hand Delivery Michael D. Fricklas Executive Vice President, General Counsel Viacom Inc. 1515 Broadway New York, NY 10036 Re Philippe Dauman – Reservation of Rights Dear Mr. Fricklas: We write on behalf of our client, Philippe Dauman, who is highly engaged in overseeing Viacom’s operations and is committed to pursuing and executing Viacom’s strategic plan for t

July 15, 2016

Exhibit Exhibit 99.2 July 15, 2016 By Hand Delivery Michael D. Fricklas Executive Vice President, General Counsel Viacom Inc. 1515 Broadway New York, NY 10036 Re Thomas Dooley – Reservation of Rights Dear Mr. Fricklas: We write on behalf of our client, Thomas Dooley, who is highly engaged in overseeing Viacom’s operations and is committed to pursuing and executing Viacom’s strategic plan for the d

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 15, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File

Viacom PRER 14C

PRER 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Check the appropriate box: x Preliminary Information Statement ? Definitive Information Statement ? Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) Viacom Inc. (Name of R

Viacom ESP

599 LEXINGTON AVENUE | NEW YORK | NY | 10022-6069 WWW.SHEARMAN.COM | T +1.212.848.4000 | F +1.212.848.7179 July 7, 2016 BY EDGAR Ms. Emily Drazan United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-0405 www.sec.gov RE: Viacom Inc. Form 10-K for the Fiscal Year Ended September 30, 2015 File No. 001-32686 Filed November 12, 2015 Re

Viacom ESP

599 LEXINGTON AVENUE | NEW YORK | NY | 10022-6069 WWW.SHEARMAN.COM | T +1.212.848.4000 | F +1.212.848.7179 July 7, 2016 BY EDGAR Ms. Emily Drazan United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-0405 www.sec.gov RE: Viacom Inc. Form 10-K for the Fiscal Year Ended September 30, 2015 File No. 001-32686 Filed November 12, 2015 Re

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 27, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of incorporation) (Commission File

GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit Exhibit 99 GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) In re Viacom Inc.

VIACOM LEAD INDEPENDENT DIRECTOR FILES LAWSUIT TO PREVENT INVALID ATTEMPT TO REMOVE MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS

Exhibit Exhibit 99 VIACOM LEAD INDEPENDENT DIRECTOR FILES LAWSUIT TO PREVENT INVALID ATTEMPT TO REMOVE MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS NEW YORK—June 16, 2016—Viacom Inc.

Purported Amendment to the Amended and Restated Bylaws of Viacom Inc.

EX-3.2 2 exhibit3-2bylawamendment.htm EXHIBIT 3.2 Exhibit 3.2 Purported Amendment to the Amended and Restated Bylaws of Viacom Inc. Article III, Section 2 of the Bylaws is to be deleted in its entirety and replaced with the following: “Subject to the rights of the holders of any series of Preferred Stock or any other class of capital stock of the Corporation then outstanding (other than Common Sto

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

8-K 1 form8-k06x16x2016.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 16, 2016 VIACOM INC. (Exact name of registrant as specified in its charter) Delaware 001-32686 20-3515052 (State or other jurisdiction of inc