CBS CEO Les Moonves Resigns After Sexual Misconduct Allegations

(RTTNews) - The chief executive Officer of CBS Corp.(CBS.A, CBS), Les Moonves, has resigned with immediate effect after allegations of sexual misconduct. The Chief Operating Officer Joseph Ianniello will serve as President and Acting Chief Executive Officer while the Board conducts a search for a permanent successor.

The CBS board also ended a separate legal fight with majority shareholder National Amusements Inc on Sunday after trying to dilute its 80 percent voting stake in a fight for control of the company. In addition, National Amusements confirmed that it has no plans to propose a merger of CBS and Viacom and has agreed that it will make no such proposal for at least two years after the date of the settlement.

Vice Chair Shari Redstone said, ".... 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."

CBS had been investigating Mr Moonves since allegations appeared in the New Yorker in July - and fresh accusations from six more women appeared on Sunday.

Mr Moonves, 68, denies the allegations, calling the latest "appalling".

However, CBS said the company and Mr Moonves would donate $20 million to groups supporting the #MeToo movement.

CBS noted that 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; any payments to be made in the future will depend upon the results of the independent investigation and subsequent Board evaluation.

CBS announced a settlement agreement with Shari Redstone and her family's holding company, National Amusements Inc, members of the CBS Board of Directors, and related parties. As per the terms of the settlement, which have been approved by the Boards of Directors of CBS and National Amusements, the parties agreed to dismiss their pending litigation in Delaware.

The full Board of CBS has unanimously rescinded the previously announced Class A share dividend, and National Amusements has amended the Bylaws to undo the previous amendments that it adopted following filing of the Delaware litigation.

Concurrently with the settlement, Leslie Moonves will depart as Chairman, President and Chief Executive Officer effective immediately. The Chief Operating Officer Joseph Ianniello will serve as President and Acting Chief Executive Officer while the Board conducts a search for a permanent successor. Ianniello, who joined the Company in 2005, has been Chief Operating Officer of CBS since June 2013. The Chairman position will remain open pending the appointment of a permanent Chief Executive Officer, the company said.

In keeping with CBS' and National Amusements's commitment to Board independence, five current independent directors and one National Amusements-affiliated director have stepped down from the Board, and six new independent directors have been elected to the Board. The ongoing members of the Nominating and Governance Committee have endorsed the new independent directors. The new Board will be comprised of 11 independent directors and 2 National Amusements -affiliated directors.

In addition, National Amusements confirmed that it has no plans to propose a merger of CBS and Viacom and has agreed that it will make no such proposal for at least two years after the date of the settlement. National Amusements reaffirmed that it will give good faith consideration to any business combination transaction or other strategic alternative that the independent directors believe are in the best interests of the Company and its stockholders.

The six new independent Board members are Candace Beinecke, Barbara Byrne, Brian Goldner, Richard Parsons, Susan Schuman and Strauss Zelnick. The following independent directors will remain on the board in addition to Gordon: William Cohen, Gary Countryman, Linda Griego and Martha Minow. On behalf of National Amusements, in addition to Redstone, Robert Klieger remains on the board.

The company noted that additional details about the settlement agreement and the agreement with Moonves will be included in a CBS Corporation 8-K filing. The Board will schedule the Company's Annual Meeting of Shareholders for no later than November 30, 2018

CBS closed Friday's trading at $56.06, up $1.62 or 2.98 percent.