CBS Corporation has reached a settlement agreement with National Amusements, members of the CBS Board of Directors, and related parties, that results in the departure of chairman and CEO Les Moonves and the settlement of disputes about control of the company.
Leslie Moonves will depart effective immediately. COO Joseph Ianniello will serve as president and acting CEO while the board conducts a search for a permanent successor. Ianniello, who joined the Company in 2005, has been COO of CBS since June 2013. The chairman position will remain open pending the appointment of a permanent CEO.
Moonves and CBS will donate $20 million to one or more organisations that support the #MeToo movement and equality for women in the workplace. The donation, which will be made immediately, has been deducted from any severance benefits that may be due Moonves following the board’s ongoing independent investigation led by Covington & Burling and Debevoise & Plimpton. Moonves will not receive any severance benefits at this time (other than certain fully accrued and vested compensation and benefits); any payments to be made in the future will depend upon the results of the independent investigation and subsequent board evaluation.
As part of the agreement, six new independent directors were elected to the CBS board, replacing six current directors. An amendment to the company’s bylaws which would have diluted the Redstones’ voting power over CBS was recanted. National Amusements also said it has no plans to try to merge CBS with Viacom, the other media company it controls, for at least two years.
Vice Chair Shari Redstone said in a statement, “CBS is an organisation of talented and dedicated people who have created one of the most successful media companies in the world. Today’s resolution will benefit all shareholders, allowing us to focus on the business of running CBS – and transforming it for the future. We are confident in Joe’s ability to serve as acting CEO and delighted to welcome our new directors, who bring valuable and diverse expertise and a strong commitment to corporate governance.”
Lead independent director Bruce Gordon said, “We thank Les for his 24 years of service. Among his achievements, he established a strong management team, giving us great confidence as we accelerate our succession plans and provide continuity of leadership. This agreement maintains an independent Board that is charged with determining the best course for the future of CBS on behalf of all shareholders.”
