8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 4, 2013

CBS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-09553	04-2949533
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

51 West 52nd Street, New York, New York	10019
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code:  (212) 975-4321

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.

(c)(e) On June 4, 2013, CBS Corporation (“CBS” or the “Company”) entered into a new employment agreement (the “Agreement”) with Joseph R. Ianniello naming him the Company’s Chief Operating Officer and extending the term of his employment to June 3, 2018. In addition to his new duties, Mr. Ianniello will continue to have oversight of all of the Company’s financial operations.  The Agreement provides for the following modifications from his prior employment agreement:

Annual Cash Compensation.  Mr. Ianniello’s annual base salary will be $2.5 million and his target bonus for each calendar year will be 300% of his base salary as in effect on November 1st of the calendar year.  Mr. Ianniello’s salary will continue to be subject to an annual review and may be increased from time to time.

Equity Awards.

Restricted Stock Units.  On June 4, 2013, the date of execution of the Agreement, Mr. Ianniello received a grant of restricted stock units (“RSUs”) with the number of RSUs determined by dividing $1.5 million by the closing price of the Company’s shares of Class B Common Stock (the “Class B Shares”) on the grant date (the “2013 RSU Grant”).  On the same date that CBS makes annual equity grants to its other senior executives in each of 2014, 2015 and 2016, but in no event later than February 28th of each such calendar year (the “Annual Grant Date”), Mr. Ianniello will receive a grant of RSUs.  The number of RSUs granted in 2014 will be determined by dividing $4 million by the closing price of the Class B Shares on the grant date (the “2014 RSU Grant”).  The number of RSUs granted in each of 2015 and 2016 will be determined by dividing $7 million by the closing price of the Class B Shares on the grant date of the 2013 RSU Grant (respectively, “2015 RSU Grant” and “2016 RSU Grant”).  Each grant of RSUs will vest in four equal installments.

Stock Options.  Mr. Ianniello will receive a grant of stock options to purchase Class B Shares on June 10, 2013, the third trading day following public announcement of the Agreement, having a value equal to $6.5 million (the “2013 Option Grant”).  On the Annual Grant Date in 2014, Mr. Ianniello will receive a grant of stock options to purchase Class B Shares having a value equal to $4 million (the “2014 Option Grant”).  The stock options will have an exercise price equal to the closing price of the Class B Shares on their respective grant dates and will vest in four equal installments.

Annual Equity Awards.  Beginning with calendar year 2014, Mr. Ianniello will also be eligible to receive annual awards under the Company’s long-term incentive plan, as determined by the Compensation Committee of the Board of Directors of the Company, with a target value equal to $7 million.

Benefits.  Mr. Ianniello will be eligible to participate in the Company’s employee benefit plans and programs available to the Company’s President and Chief Executive Officer with certain exceptions.

Termination Payments.  Similar to his prior employment agreement, in the event that the Company terminates his employment without “cause” or if he resigns his employment for “good reason” (each as specifically defined in the Agreement), Mr. Ianniello will be entitled to receive severance payments, benefits and acceleration of unvested equity awards.  In the event of a termination without cause or good reason prior to the grant dates of any of the 2013 RSU Grant, 2013 Option Grant, 2014 Option Grant, 2014 RSU Grant, 2015 RSU Grant or 2016 RSU Grant, Mr. Ianniello will also receive a cash payment equal to the sum of the grant values of the corresponding grants to the extent such grants have not yet been made (the “Additional Grants Payment”).  In the event that Mr. Ianniello’s employment with CBS has not been renewed on the expiration date of the employment term, in certain circumstances he will

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receive certain severance payments, benefits and acceleration of unvested equity awards.  Mr. Ianniello’s receipt of the termination payments in each of the circumstances described above is subject to Mr. Ianniello’s delivery of a general release to CBS.  In the event Mr. Ianniello’s employment terminates due to death or disability, he (or his beneficiary or estate in the case of death) will be entitled to receive certain payments, including the Additional Grants Payment, and acceleration of unvested equity awards.  If Mr. Ianniello voluntarily resigns without good reason or his employment is terminated by the Company for cause, he will not be entitled to receive any severance payments, benefits or acceleration of unvested equity awards.

Restrictive Covenants.  Mr. Ianniello will continue to be subject to certain restrictive covenants, including those imposing non-competition obligations, restricting solicitation of employees, and protecting confidential information and the Company’s ownership of work product, including for specified periods following termination of employment.  In the event of breach of any such provisions by Mr. Ianniello, the Agreement provides the Company equitable relief, including injunctive relief, and other legal remedies.

A copy of the press release announcing Mr. Ianniello’s new position is attached hereto as Exhibit 99 and is incorporated herein by reference.  Information with respect to Mr. Ianniello’s transactions with related persons required by this item was previously reported in the Company’s proxy statement for the Annual Meeting of Stockholders of CBS Corporation filed with the Securities and Exchange Commission on April 12, 2013 (the “Proxy Statement”) under the caption “Related Person Transactions—Other Related Person Transactions.”

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.      The following Exhibit is filed as part of this Report on Form 8-K:

Exhibit Number	Description of Exhibit
99	Press Release of CBS Corporation, dated June 5, 2013, regarding Joseph Ianniello

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CBS CORPORATION
		(Registrant)
		By:	/s/ Louis J. Briskman
			Name:	Louis J. Briskman
			Title:	Executive Vice President and
				General Counsel
Date:	June 7, 2013

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Exhibit Index

Exhibit Number	Description of Exhibit
99	Press Release of CBS Corporation, dated June 5, 2013, regarding Joseph Ianniello

EX-99

EXHIBIT 99

June 5, 2013

JOSEPH IANNIELLO NAMED CHIEF OPERATING OFFICER OF CBS CORPORATION

Joseph Ianniello has been named Chief Operating Officer of CBS Corporation (NYSE: CBS.A and CBS), it was announced today by Leslie Moonves, the Company’s President and Chief Executive Officer.  In this new role, Ianniello will continue to oversee all financial operations and work closely with Moonves and senior management to maximize the monetization of the Company content, including oversight of negotiations for digital streaming, retransmission consent fees and reverse compensation from affiliates. In this five-year agreement, he will continue to report to Moonves and be based in both New York and Los Angeles.

“Joe’s role in CBS’s success these past several years has been extraordinary,” said Moonves. “He’s been a game-changing CFO, but he’s also so much more than that. He is a tough negotiator, a great manager, and someone who brings energy, passion and a great sense of teamwork to anything he does. He is also someone who has developed incredible trust and admiration on Wall Street, with our shareholders, our board of directors and my superb senior management team, of which he is an integral part. I am proud to promote Joe to this new position, which not only recognizes the many contributions he has already made, but sets him up for all the great work yet to be done.”

Ianniello was named Chief Financial Officer of CBS Corporation in 2009. Before that, he served as Deputy Chief Financial Officer, where he was responsible for the Company’s financial strategy across its operations, in addition to worldwide treasury, tax, information systems and technology, corporate development – including mergers and acquisitions – and risk management.  Prior to that, Ianniello served as Senior Vice President, Chief Development Officer and Treasurer.

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CBS Corporation...2

Before the separation of CBS and Viacom Inc., Ianniello held several key roles at Viacom, including Senior Vice President and Treasurer (2005) and Vice President of Corporate Development (2000-2005), where he was integrally involved in identifying and assessing potential mergers and acquisitions for the company.

Ianniello is a graduate of Pace University (Bachelors of Business Administration) and Columbia University (Masters of Business Administration).  He also serves on the board of the charitable organization New Alternatives for Children.  He is married with two children.

About CBS Corporation

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world’s largest libraries of entertainment content, making its brand – “the Eye” – one of the most recognized in business. The Company’s operations span virtually every field of media and entertainment, including cable, publishing, radio, local TV, film, outdoor advertising, and interactive and socially responsible media. CBS’s businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), Showtime Networks, CBS Sports Network, TVGN (a joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS Radio, CBS Outdoor, CBS Television Studios, CBS Global Distribution Group (CBS Studios International and CBS Television Distribution), CBS Interactive, CBS Consumer Products, CBS Home Entertainment, CBS Films and CBS EcoMedia. For more information, go to www.cbscorporation.com.

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Press Contact:           Dana McClintock     (212) 975-1077       dlmcclintock@cbs.com