If you select the option to “abstain” from voting on either or both of the items of business, your shares will nevertheless be treated as present for the purpose of determining whether a quorum is present, but will have the effect of a vote against that item.

A “broker non-vote” will occur if (i) you hold shares of our Class A common stock beneficially in “street name,” (ii) you do not provide your broker or other nominee specific voting instructions on a matter and (iii) your broker is not permitted, under applicable stock exchange rules, to vote on that matter without instructions from the beneficial owner. If a broker non-vote occurs, the underlying shares of Class A common stock will be treated as present for the purpose of determining whether a quorum is present.

Because brokers are not permitted to vote on item 1 (the election of directors) without receiving specific voting instructions from the beneficial holder of the shares, shares underlying a broker non-vote on item 1 are not considered to be entitled to vote, and therefore broker non-votes will have no effect on the voting results for item 1. Because brokers are permitted to vote on item 2 (the ratification of the appointment of our independent auditor) in their discretion without receiving specific voting instructions from the beneficial holder of the shares, there will not be any broker non-votes on item 2. If you do not provide your broker or other nominee specific voting instructions on Item 2, and your broker or nominee does not vote on Item 2, that will have the effect of a vote against Item 2.

Holders of Class A common stock may submit a proxy by:

Robert M. Bakish and Christa A. D’Alimonte (the “proxy holders”) have been designated by our Board

of Directors to vote the shares represented by proxy at the Annual Meeting. Mr. Bakish and Ms. D’Alimonte are executive officers of Viacom, and Mr. Bakish is also a director and director nominee.

Voting instructions for shares of Class A common stock held in the Viacom 401(k) plan may be submitted using the same methods described above but must be received in all cases by 11:59 p.m., Eastern Time, on March 7, 2019, so that the trustee of the plan (who votes the shares on behalf of plan participants) has adequate time to tabulate the voting instructions.

Shares held in the Viacom 401(k) plan for which the trustee does not receive timely voting instructions will be voted by the trustee in the same proportion as the shares held in the plan for which the trustee does receive timely voting instructions, except as otherwise required by law.

While we encourage voting in advance by proxy, holders of Class A common stock (other than shares

held in the Viacom 401(k) plan) also have the option of voting their shares in person at the Annual Meeting.

You may change your vote or revoke your proxy at any time before your proxy is voted at the Annual Meeting by:

You may change or revoke your voting instructions relating to shares of Class A common stock held in the 401(k) plan by:

Please indicate that you plan to attend the meeting when you vote by telephone or the Internet, or mark the appropriate box on the proxy or voting instruction

card, and an admission ticket will be sent to you. Please bring photo identification with you for admittance to the meeting.

You must obtain an admission ticket in advance by sending a written request along with proof of ownership (such as your brokerage firm account statement or statement of holdings from our transfer

agent) to Director, Shareholder Relations, Viacom Inc., 1515 Broadway, 52^nd Floor, New York, New York 10036-5794. Please bring photo identification with you for admittance to the meeting.

We will pay the cost of the solicitation of proxies, including the preparation, website posting, printing and delivery of the proxy materials. We will furnish copies of these materials to banks, brokers,

fiduciaries, custodians and other nominees that hold shares on behalf of beneficial owners so that they may forward the materials to beneficial owners.

We have retained American Election Services, LLC to tabulate the votes and serve as the independent inspector of election for the Annual Meeting.

We will publish the final results of the voting in a Current Report on Form 8-K within four business days following the Annual Meeting.

We were organized as a Delaware corporation in 2005 in connection with our separation from former Viacom Inc. (“Former Viacom”), now known as CBS Corporation, which was effective January 1, 2006. Our mailing address is Viacom Inc., 1515 Broadway, New York, NY 10036-5794, and our telephone number is (212) 846-6000. Our website address is

www.viacom.com. References in this proxy statement to “Viacom,” “company,” “we,” “us” and “our” refer to Viacom Inc. and our consolidated subsidiaries, unless the context requires otherwise. Information on our website is not intended to be incorporated into this proxy statement.

The election of nine directors is proposed by the Board of Directors. In accordance with our Amended and Restated Certificate of Incorporation and

Amended and Restated Bylaws, each director will hold office for a term of one year and until his or her successor is duly elected and qualified.

The Governance and Nominating Committee is responsible for reviewing the composition of our Board annually after considering the Board’s anticipated needs for the upcoming year. In recommending director nominees to our Board, the members of the Governance and Nominating Committee consider information on the experience and qualifications of each director nominee, including each nominee’s independence, each incumbent

director’s performance as a Viacom Board member, and an overall assessment of the Board’s functioning.

All of our director nominees are current members of our Board of Directors. The Governance and Nominating Committee unanimously recommended to the Board that the director nominees be invited to stand for re-election at the Annual Meeting.

The Governance and Nominating Committee, consistent with the desires of the full Board and our controlling stockholder, seeks to achieve a Board that represents a diverse mix of skills, perspectives, talents, backgrounds and education that will enhance our decision-making process, oversee management’s execution of strategic objectives and represent the interests of all of our stockholders. Independence is a key factor when considering the director nominees, as are critical thinking skills, practical wisdom and mature judgment in the decision-making process. Our Board composition reflects our commitment to include individuals from diverse backgrounds and with diverse experience, and the members of our Governance and Nominating Committee are mindful of that objective when they nominate directors for election. Our Board composition also reflects the Governance and Nominating Committee’s determination as to the appropriate size of the Board to facilitate effective communication and cooperation.

The information that follows includes each director nominee’s:

Important information about Viacom’s corporate governance practices, the responsibilities and functioning of the Board and its committees, director compensation and related person transactions is found elsewhere in this proxy statement. We encourage you to review this information in connection with your decisions on the election of the director nominees.

The Board of Directors recommends a vote “FOR” the election of each of the director nominees named above.

In accordance with the Board’s recommendation, the proxy holders will vote the shares of Class A common stock covered by valid and timely received proxies “FOR” the election of each of the director nominees, unless the stockholder gives instructions

to the contrary. If, for any reason, any of the director nominees becomes unavailable for election, the proxy holders may exercise discretion to vote for substitute nominees proposed by the Board. Each of the director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.

Our Board of Directors is currently comprised of the nine director nominees, seven of whom are independent under all applicable standards, as discussed below. The Board has three standing committees: the Audit Committee, the Compensation Committee and the Governance and Nominating Committee (collectively, the “Committees”), each of which consists solely of independent directors. Our

Board met 9 times in fiscal year 2018, and each of our directors attended more than 75% of the meetings of the Board and Committees (including any ad hoc committees) on which the director served. Under our Corporate Governance Guidelines, directors are expected to attend the Annual Meeting. Eight of our nine directors attended our 2018 Annual Meeting.

Our Board of Directors is comprised of the following nine members:

Mr. May, our Non-Executive Chairman, presides at all meetings of the Board of Directors and the stockholders, and develops and approves Board agendas. He and our Committee Chairs play leading roles with respect to various other matters that are appropriate for consideration by independent directors, such as executive compensation, matters involving related parties and potential conflicts of interest.

Ms. Redstone has a minority ownership interest in, and is President of, NAI. The Board of Directors believes it is appropriate for Ms. Redstone to be Non-Executive Vice Chair of the Board because of her extensive experience in and understanding of the entertainment industry, her experience and talent managing a large business, and her ownership interest in and role as President of NAI.

 Mr. Bakish has been a member of our Board and our President and Chief Executive Officer since

December 12, 2016, having served as Acting President and Chief Executive Officer beginning November 15, 2016 and in various other leadership roles at Viacom and Former Viacom beginning in 1997. The Board of Directors has determined that his participation on the Board is beneficial because of his experience, talent and deep understanding of our industry, and because of his extensive knowledge of, history with and day-to-day management of Viacom.

In keeping with best corporate governance practices, we maintain a majority of independent directors and our Board Committees are comprised solely of independent directors, even though — as a controlled company — we are not required to do so under NASDAQ listing or any other standards. Independent directors have the ability and are encouraged to propose agenda items, including for executive sessions, to the Chairman.

We believe our Board leadership structure provides the appropriate balance of independent directors, one director affiliated with our controlling stockholder and one management director, who work together effectively to represent the interests of our entire stockholder base.

Our Board receives regular reports from our Chief Executive Officer, Chief Financial Officer, General Counsel and other members of senior management regarding areas of significant risk to us, including operational, strategic, legal, regulatory, financial and reputational risks.

Certain risks that are under the purview of a particular Committee are monitored by that Committee, which then reports to the full Board as appropriate. For example, under the Compensation Committee Charter, the Compensation Committee oversees periodic risk assessments of our compensation programs. Under the Audit Committee

Charter, the Audit Committee reviews our risk assessment and risk management processes, including with respect to cyber security risk, and our Chief Audit and Compliance Officer, who identifies and manages a wide range of risks companywide, reports to the Audit Committee. Under the Governance and Nominating Committee Charter, the Governance and Nominating Committee is responsible, in collaboration with the other Board Committees, for overseeing and monitoring significant issues impacting our culture, including our handling of environmental, social and governance issues.

Our Corporate Governance Guidelines (the “Guidelines”) provide that a majority of our directors must be independent of Viacom, as “independence”

is defined in the NASDAQ listing standards and in the Guidelines.

The NASDAQ listing standards provide six “bright-line” tests to determine independence. A Viacom director will not be independent if any of the following relationships exist:

For this purpose, “family member” means the director’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in the director’s home.

If a director fails any of the six tests, the director must be found to be not independent. In addition, the NASDAQ listing standards provide that a director is not independent unless the Board affirmatively determines that the director has no relationship that would impair his or her independence, which we refer to as a “material relationship.” 

Our Guidelines provide categorical standards to assist the Board in determining what constitutes a “material relationship” with Viacom for purposes of the NASDAQ listing standards. These categorical standards are summarized below and can be found in their entirety in our Guidelines, which are posted in the “Investors/Corporate Governance” section of our website at www.viacom.com.

Under the categorical standards in our Guidelines, the following relationships are generally deemed not to be material:

For relationships that exceed these thresholds, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by the directors who are

independent. In addition, the Guidelines state that, generally, the types of relationships not addressed by the NASDAQ listing standards or the categorical standards described in the Guidelines will not, by themselves, cause a director to be considered not independent. The Board may, after considering relevant facts and circumstances, determine that a director is not independent for any reason it deems appropriate.

When considering whether a director is independent, we believe it is important for our Board to have a range of information about the director so that it can make an informed independence determination. Our Governance and Nominating Committee and the full Board review information about:

In addition, as discussed under “Related Person Transactions,” the Governance and Nominating Committee receives reports on all transactions

between related persons and us, regardless of whether such transaction is determined to involve a material interest by a related person.

Since our 2018 Annual Meeting, seven of our nine directors, or 78%, have been independent.

In January 2019, the Board conducted its annual review of the independence of the director nominees and confirmed that seven of the nine nominees – Mses. Falcone Sorrell, McHale, Norville and Seligman, and Messrs. May, Nelson and Phillips – are independent. The only nominees who are not independent are Mr. Bakish, our President and Chief Executive Officer, and Ms. Redstone, President of NAI, our controlling stockholder.

With respect to specific companies with which we conduct business and an independent director is affiliated, the Governance and Nominating Committee and the Board considered that Ms. Norville is the anchor of Inside Edition, which is a program produced and distributed by CBS Television Distribution, a unit of CBS Corporation. The transactions between Viacom and CBS were negotiated on an arm’s length basis, and the Board determined that these transactions did not affect Ms. Norville’s independence.

The Board reviews and determines the membership of our Board Committees at least annually, with input from the Governance and Nominating Committee. The following discusses the membership of the Committees in fiscal year 2018, including the number of meetings held in fiscal year 2018, as well as information about the Committees, their respective roles and responsibilities and their charters. Each of

our Committees has a written charter, which is posted in the “Investors/Corporate Governance” section of our website at www.viacom.com.

In fiscal year 2018, the Audit Committee met eight times, the Compensation Committee met 10 times and the Governance and Nominating Committee met four times.

Under its Charter, the Audit Committee is responsible for the following, among other things:

For additional information on the Audit Committee’s role and its oversight of the independent auditor during fiscal year 2018, see “Report of the Audit Committee.”

The Audit Committee Charter also provides that:

The Board of Directors has determined that all of the members of the Audit Committee are independent and “financially sophisticated” under NASDAQ listing standards and qualify as “audit committee financial

experts” under the regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

We do not restrict the number of other audit committees on which members of our Audit Committee may serve; however, in recommending director candidates to the Board and directors to

serve on Committees of the Board, the Governance and Nominating Committee considers the other demands on each director’s time, including those arising from such service.

Protecting the security of our networks, information systems and other technologies and those of our third-party vendors, and the privacy of information obtained from our business partners, employees and customers is of paramount importance to us, and we are committed to maintaining strong and effective information security and privacy protections throughout the company.

The Audit Committee has primary responsibility for overseeing our risk management program, including relating to cyber security. The Audit Committee monitors our compliance in this area and receives periodic updates on cyber security and related privacy matters.

Viacom’s Chief Technology Officer and Chief Information Security Officer are responsible for leading our companywide information security strategy, architecture, policies, standards and processes. Our comprehensive information security program includes vulnerability detection and

remediation, next-generation endpoint antivirus and malware protection, file integrity monitoring, third party vendor monitoring, encryption and access control, and enhanced awareness. The Chief Information Security Officer leads comprehensive reviews on a regular basis with the Audit Committee dedicated to our cyber risks and protections, which are then reported to the full Board.

We also have a dedicated Chief Privacy Officer, who leads Viacom’s global privacy program and advises the business on the use, collection and disclosure of personal information in a manner that complies with the company’s data protection compliance obligations. The Audit Committee is briefed periodically on data privacy regulations and risks, including updated data protection laws, such as the European Union’s General Data Protection Regulation, that may impact our business activities involving the processing of personal data.

Under its Charter, the Compensation Committee is responsible for the following, among other things:

For additional information on the Compensation Committee’s role, its processes for the consideration and determination of executive compensation and its use of outside advisors, see “Compensation Discussion and Analysis.”

The Compensation Committee Charter also provides that:

Our Compensation Committee retains Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant.

Pearl Meyer is engaged by, and reports directly to, the Compensation Committee, which has the sole

authority to hire or fire Pearl Meyer and to approve fee arrangements for work performed.

Pearl Meyer assists the Compensation Committee in fulfilling its responsibilities under its Charter, including advising on proposed compensation packages for top

executives, compensation program design and market practices generally. The Compensation Committee has authorized Pearl Meyer to interact with management on behalf of the Compensation Committee, as needed in connection with advising the Compensation Committee, and Pearl Meyer is included in discussions with management and, when applicable, the Compensation Committee’s outside legal counsel on matters being brought to the Compensation Committee for consideration.

It is the Compensation Committee’s policy that the Chair of the Compensation Committee or the full

Compensation Committee pre-approve any additional services provided to management by its independent compensation consultant. In fiscal year 2018, Pearl Meyer did not provide any services to Viacom other than to the Compensation Committee and, as described below, the Governance and Nominating Committee. The Compensation Committee has assessed the independence of Pearl Meyer pursuant to Securities and Exchange Commission (“SEC”) rules and concluded that Pearl Meyer’s work for the Compensation Committee does not raise any conflict of interest.

Under its Charter, the Governance and Nominating Committee is responsible for the following, among other things:

The Governance and Nominating Committee Charter also provides that:

The Governance and Nominating Committee periodically uses Pearl Meyer, the Compensation Committee’s independent compensation consultant, for advice on director compensation.

For additional information on the Governance and Nominating Committee’s oversight of director compensation and related person transactions, see the sections “Director Compensation” and “Related Person Transactions.”

Our Corporate Governance Guidelines and the Governance and Nominating Committee Charter set forth certain criteria for director qualifications and Board composition. These criteria include an expectation that directors have substantial accomplishments in their professional backgrounds, are able to make independent, analytical inquiries and exhibit practical wisdom and mature judgment. The Governance and Nominating Committee seeks to achieve a Board that represents a diverse mix of skills, qualifications, perspectives, talents, backgrounds and education that will enhance our decision-making process, oversee management’s execution of strategic objectives and represent the interests of all of our stockholders. Director candidates should meet our standards for independence, be free of potential conflicts of

interest, possess the highest personal and professional ethics, integrity and values, be committed to promoting the long-term interests of our stockholders and be able and willing to devote the necessary time to carrying out their duties and responsibilities as members of the Board. These criteria are described more fully in our Guidelines and the Governance and Nominating Committee Charter. The Governance and Nominating Committee considers these criteria, including diversity, in connection with its annual review of the composition, qualifications and independence of our Board.

For additional discussion of how the Governance and Nominating Committee determines the director nominees, see “Item 1 — Election of Directors” and “Our Board of Directors — Director Independence.”

The Governance and Nominating Committee will consider potential director candidates recommended by our stockholders. When making a recommendation, stockholders should consider our criteria for director qualifications and Board composition set forth above and in our Guidelines and the Governance and Nominating Committee Charter. Director candidates recommended by stockholders who meet these qualifications will be considered by the Chair of the Governance and Nominating Committee, who will present the information on the candidate to the entire

Governance and Nominating Committee. All director candidates recommended by stockholders will be considered by the Governance and Nominating Committee in the same manner as any other candidate and may or may not be selected by the Governance and Nominating Committee.

All recommendations by stockholders for potential director candidates must include written materials on the potential candidate’s qualifications and be sent to Christa A. D’Alimonte, Secretary, Viacom Inc., 1515 Broadway, New York, NY 10036-5794.

Under our Corporate Governance Guidelines, the Board is required to hold separate executive sessions of non-management and independent

directors. Mr. May, our non-executive Chairman, leads these executive sessions.

Stockholders and other interested parties who would like to contact our non-management directors may send an email to: nonmanagementdirectors@viacom.com or write to Non-Management Directors, Viacom Inc., 1515 Broadway, 52^nd Floor, New York, NY 10036-5794. The non-management directors’ contact information is also available on our website at www.viacom.com. The non-management directors have approved the process for handling communications received in this manner.

Stockholders should also use the email and mailing address for the non-management directors to send communications to the Board. The process for handling stockholder communications to the Board received in this manner has been approved by the independent directors of the Board. Correspondence relating to accounting or auditing matters will be handled in accordance with procedures established by the Audit Committee for such matters.

Our corporate governance practices are established, monitored and regularly assessed by our Board of Directors with assistance from the Governance and Nominating Committee. The Board considers current and proposed legal requirements and governance best practices in connection with its decisions on our governance practices, including ensuring that a majority of our Board is independent and that all of our Board Committees are comprised solely of independent directors.

Our principal governance documents are our Corporate Governance Guidelines, Board Committee Charters, Global Business Practices Statement and

Supplemental Code of Ethics for Senior Financial Officers. These documents are available in the “Investors/Corporate Governance” section of our website at www.viacom.com, and copies of these documents may be requested by writing to Investor Relations, Viacom Inc., 1515 Broadway, New York, NY 10036-5794.

Certain aspects of our governance documents are summarized below. We encourage our stockholders to read our governance documents, as we believe they illustrate our commitment to good governance practices and ethical business conduct.

Our Corporate Governance Guidelines establish our corporate governance principles and practices on a variety of topics, including the responsibilities, composition and functioning of the Board. The Governance and Nominating Committee assesses the Guidelines periodically and makes recommendations to the Board on any changes to implement. Our Guidelines address, among other things:

As discussed in more detail in the descriptions of our Board Committees under “Our Board of Directors — Board Committees,” each of our Board Committees operates under a written charter adopted by the Board. The charters set forth the purpose, objectives and responsibilities of the respective Committee and

discuss matters such as Committee membership requirements, number of meetings and the setting of meeting agendas. The charters are assessed annually by the Governance and Nominating Committee and the respective Committee and are updated by the Board as needed.

Our GBPS encompasses our standards for ethical conduct that are expected of all directors and employees of Viacom and its subsidiaries.

The GBPS is updated periodically and reviewed with, and approved by, the Audit Committee.

The GBPS has been distributed to our directors and employees worldwide. As part of our compliance and ethics programs, directors and employees receive regular training on the contents of the GBPS and, where permitted, are required to certify as to

compliance with it. They are also required to disclose any conflicts or potential conflicts of interest on an ongoing basis and appropriately report on suspected violations of the GBPS. The GBPS addresses, among other things, topics such as:

The GBPS also identifies numerous avenues for employees to report violations of the GBPS, matters of alleged financial impropriety and any other matters of concern, anonymously or with attribution, to the appropriate officers of Viacom and/or the Audit Committee. These avenues include telephone hotlines (in the United States and for numerous international locations), email contacts and reporting through various internal websites at Viacom and its business divisions. The GBPS makes clear that retaliation against an employee who makes a report in good faith will not be tolerated.

Our Senior Vice President, Chief Audit and Compliance Officer, reports to the Audit Committee and has oversight responsibility for our compliance and ethics programs. Together with senior executives of various disciplines from Viacom and its business divisions, he regularly reviews and updates the GBPS policies, and generates more detailed policies and training for those officers and employees engaged in activities that warrant additional focus, such as conducting business internationally. We also require that our suppliers comply with pertinent elements of our business conduct policies.

Waivers of the GBPS for our executive officers and directors will be disclosed on our website at www.viacom.com or by Form 8-K filed with the SEC.

The Supplemental Code of Ethics for Senior Financial Officers is applicable to our President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Supplemental Code of Ethics addresses matters specific to those senior financial positions at Viacom, including responsibility for the disclosures made in our filings with the SEC, reporting obligations with respect to certain matters and a

general obligation to promote honest and ethical conduct within Viacom. As with all employees, the Senior Financial Officers are also required to comply with the GBPS.

Amendments to or waivers of the Supplemental Code of Ethics for these officers will be disclosed on our website at www.viacom.com or by Form 8-K filed with the SEC.

Our initiatives relating to culture and corporate responsibility are numerous and varied, and reflect our core values and beliefs — from our programs to support employees who volunteer in their communities, to our brands’ campaigns that empower our audiences to take action, to our environmental conservation efforts at our global offices, to our commitment to create and champion a diverse, multicultural workforce in a dynamic environment where all employees can achieve and contribute.

Our employees are fundamental to our success. Their creativity and energy fuel our business, and their commitment to volunteering, community activism and advocating for equality is the driving force behind so many of our social impact efforts. Our Office of Global Inclusion — with teams in New York, Los Angeles and London — works closely with our senior leaders, including those on our Global Inclusion Advisory Committee, to harness the diverse creativity of our workface to fuel their leadership growth and keep us connected to multicultural audiences around the world. We have engaged Employee Resource Groups (“ERGs”) that reach across our brands to provide a forum for employees to flourish personally and professionally while facilitating strong connections to the community. With locations worldwide, spanning various cultures and more than 50% of our workforce, our employee-led ERGs are a key catalyst to prioritize culture in our organization.

Our Minority Supplier Diversity Program formally launched in 2018 and is quickly executing against our plans to increase procurement from gender and ethnically diverse businesses. Our Executive Vice President, Global Head of Inclusion Strategy, reports periodically to the Board on a variety of diversity and inclusion matters.

We also have a dedicated team driving our social impact and purpose-driven initiatives, under the global umbrella “Viacommunity.” By leveraging our diverse culture, Viacommunity offers programs that empower, engage and inspire our employees, audiences and company to make a real difference in our communities around the world. A few examples of our efforts follow:

At Viacom, we strive to support sustainable living and business. We recently removed plastic bottles and straws from all in-house catering at our locations throughout the United States and provided thousands of employees with reusable metal water bottles and unlimited access to filtered water. At our headquarters in New York, there will now be approximately 520,000 fewer plastic bottles and 80,000 fewer plastic straws used each year — equivalent to about 20,000 pounds of plastic.

Through its long-running initiative “Green. It’s paramount to us,” Paramount tries to boost sustainability in every aspect of its work. The studio plays an active part in the industry-wide coalition that drafted the Green Production Guide and other tools

designed to promote sustainable practices on set, and has also taken steps to make its facilities greener, including by installing a low-carbon alternative energy plant that saves more than 10 million KW hours of electricity per year.

By making our facilities more efficient, we are also working to save energy, water and waste. For example, our Burbank and Hollywood locations both achieved the U.S. Green Building Council’s LEED Gold certification. We are continuing to install energy-efficient equipment and LED fixtures in place of older lighting, and we’re monitoring our usage, year over year, to find even more ways to reduce our footprint.

We continue to explore ways to strengthen our culture and corporate responsibility framework.

Directors who are not employees of Viacom or any of its subsidiaries (the “Outside Directors”) are entitled to receive compensation for their service on the Board and are eligible to participate in certain director plans, as discussed below. Mses. Falcone Sorrell, McHale, Norville, Redstone and Seligman, and Messrs. May, Nelson and Phillips, are Outside Directors.

Our director compensation programs are overseen by our Governance and Nominating Committee, which makes recommendations at least every other year to the Board on the appropriate amount and structure of director compensation in light of then current competitive practice and other factors. The

Governance and Nominating Committee receives advice from Pearl Meyer, the Compensation Committee’s independent compensation consultant, on director compensation matters, including our director compensation plans. In November 2017, the Governance and Nominating Committee, in consultation with Pearl Meyer, reviewed our director compensation program and determined not to recommend any changes to the Board at that time. The Governance and Nominating Committee again determined in November 2018 not to recommend to the Board any changes to our director compensation program.

We pay cash compensation to our Outside Directors as follows:

Under the Viacom Inc. Deferred Compensation Plan for Outside Directors, Outside Directors may elect to defer their Board and Committee cash retainers and meeting fees for the upcoming calendar year. Deferred amounts are credited during a calendar quarter to an interest-bearing income account or a stock unit account in accordance with the director’s prior election.

Amounts credited to an income account bear interest at the prime rate in effect at the beginning of each calendar quarter and are paid in cash upon a director’s retirement from the Board.

Amounts credited to a stock unit account are deferred into a fixed number of fully-vested RSUs based on the value of our Class B common stock on the first day of the relevant calendar quarter. The

awarded RSUs will be settled in shares of Class B common stock.

Whether paid in cash or in shares of Class B common stock, deferred amounts will be paid in either a lump sum or in three or five annual installments based on the director’s prior election, with the lump sum or initial annual installment becoming payable on the later of six months after the director leaves the Board or January 15 of the following year.

For more information on the RSUs related to deferred cash compensation held by our Outside Directors as of December 15, 2018, see footnote (4) to the “Security Ownership of Certain Beneficial Owners and Management” table.

Pursuant to the Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of October 31, 2016, on January 31 of each year, our Outside Directors automatically receive an annual grant of restricted share units (“RSUs”) equal in value to $175,000 based on the closing price of our Class B common stock on NASDAQ on the date of grant. The RSUs vest one year from the date of grant and are payable in shares of Class B common stock upon vesting unless the Outside Director elects to defer settlement of the RSUs to a future date. Deferred RSUs will be paid in either a lump sum or in three or five annual installments based on the

director’s prior election, with the lump sum or initial annual installment becoming payable on the later of six months after the director leaves the Board or January 31 of the following year. For more information on the RSUs related to deferred annual grants of RSUs held by our Outside Directors as of December 15, 2018, see footnote (4) to the “Security Ownership of Certain Beneficial Owners and Management” table.

Dividend equivalents are credited on the RSUs each time we pay a regular cash dividend on our Class B common stock until the RSUs are settled.

Under our Corporate Governance Guidelines, directors are expected to own shares of Viacom stock worth three times the standard annual Board retainer (or $300,000) within three years of becoming

a director. RSUs received under the Deferred Compensation Plan for Outside Directors and the RSU Plan for Outside Directors count toward fulfilling the requirement.

We generally do not provide perquisites to our directors.

We believe it is in our best interest for directors to participate in certain events throughout the year, and the Board has established a policy under which directors are allocated tickets without charge to attend specific events that have been designated as having a business purpose. Travel expenses to such events are reimbursed by us in accordance with our

normal travel policies. The Governance and Nominating Committee is responsible for oversight of this policy.

Occasionally, a director’s spouse may accompany him or her to Viacom events at our request. This policy involves a de minimis or no incremental cost to us, and we believe it serves a legitimate business purpose.

The table below presents as of December 15, 2018, unless otherwise indicated, information concerning the beneficial ownership of our Class A and Class B common stock by (i) each director and director nominee, (ii) each of our named executive officers (“NEOs”) during fiscal year 2018 and (iii) our current directors and executive officers as a group. “Option Shares” reflects stock options to purchase shares that were unexercised but exercisable, either currently or within a period of 60 days from December 15, 2018, and are excluded from the column “Number of Equity Shares.” Each person has

sole voting and investment power over the shares reported, except as noted. The table also includes information concerning the beneficial ownership by each person, or group of affiliated persons, who is known by us to beneficially own 5% or more of our Class A common stock.

As of December 15, 2018, there were 49,430,905 shares of our Class A common stock outstanding and 353,448,290 shares of our Class B common stock outstanding.

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and NASDAQ. Executive officers, directors and greater than 10% beneficial owners are required by the Exchange Act to furnish us with copies of all Section 16(a) forms they file. As an administrative matter, we assist our

executive officers and directors by monitoring transactions and filing Section 16 reports on their behalf. Based on our records, compliance program, and review of written representations, we believe that during fiscal year 2018 our executive officers, directors and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements.

NAI, directly and indirectly, is the controlling stockholder of both Viacom and CBS Corporation. NAI owns shares in Viacom representing approximately 79.8% of the voting interest in Viacom and approximately 10% of Viacom’s combined common stock. NAI is controlled by Sumner M. Redstone, our Chairman Emeritus, who is the Chairman and Chief Executive Officer of NAI, through the Sumner M. Redstone National Amusements Trust (the “SMR Trust”), which owns shares in NAI representing 80% of the voting interest of NAI. The shares representing the other 20% of the voting interest of NAI are held through a trust controlled by Shari Redstone, who is Mr. Redstone’s daughter, the non-executive Vice Chair of our Board of Directors and a director nominee identified in this proxy statement, the non-executive Vice Chair of CBS’s board of directors, and the President and a member of the board of Directors of NAI. The shares of NAI held by the SMR Trust are voted solely by

Mr. Redstone until such time as his incapacity or death. Upon Mr. Redstone’s incapacity or death, Ms. Redstone will also become a trustee of the SMR Trust and the shares of NAI held by the SMR Trust will be voted by the trustees of the SMR Trust. The current trustees include Mr. Redstone and David R. Andelman, both of whom are also members of the boards of directors of NAI. In addition, Mr. Redstone serves as Chairman Emeritus of CBS. The current Board of Directors of NAI includes Mr. Redstone, Ms. Redstone and Mr. Andelman.

We consider NAI, CBS Corporation and Mr. Redstone, as well as our directors (including Ms. Redstone) and executive officers, certain of their family members and certain entities with which they and their family members are affiliated, to be “related persons.”

The Governance and Nominating Committee maintains a written policy on its review, approval and ratification of transactions with related persons. The policy generally groups these transactions into four categories: (1) transactions requiring the advance approval of the Committee, (2) transactions that the Chair of the Committee is authorized to approve, (3) certain ordinary course transactions below established financial thresholds, and other designated categories of transactions, that are deemed pre-approved by the Committee and (4) certain transactions requiring reporting to the Committee.

Regardless of whether a transaction is approved by the Chair of the Committee or deemed pre-approved, all transactions with related persons, including NAI, CBS Corporation and their respective subsidiaries, in any amount, are required to be reported periodically to the full Governance and Nominating Committee.  

Generally, the Governance and Nominating Committee deems pre-approved any transaction or series of transactions between Viacom and an entity for which a related person is an executive or employee (except NAI and CBS Corporation) that is entered into in the ordinary course of our business and where the aggregate amount of all such transactions on an annual basis is less than 1% of the annual consolidated gross revenues of the other entity.

Ordinary course transactions with NAI or CBS Corporation, or any of their respective subsidiaries, where the amount exceeds $10 million or $25 million, respectively, require pre-approval of the Governance and Nominating Committee.

The Committee reviews and discusses with management the determination on whether a transaction with a related person involves a direct or indirect material interest.

NAI licenses films in the ordinary course of business for its motion picture theaters from all major studios, including Paramount. Payments made to us in connection with these licenses for fiscal year 2018 amounted to approximately $7.6 million and are continuing in fiscal year 2019 as a result of this ongoing relationship. NAI also licenses films from a number of unaffiliated companies, and Paramount expects to continue to license films to NAI on similar terms in the future. In addition, NAI and Paramount have co-op advertising arrangements, which are

continuing in fiscal year 2019, and occasionally engage in other ordinary course transactions (e.g., movie ticket purchases and various promotional activities) from time to time. In connection with these arrangements and transactions, Paramount paid NAI a total of approximately $115,000 in fiscal year 2018. We believe that the terms of these transactions between NAI and Paramount were no more or less favorable to Paramount than transactions between unaffiliated companies and NAI.

In the ordinary course of business, we are involved in transactions with CBS Corporation and its various businesses (“CBS”) that result in the recognition of revenues and expenses by us. Transactions with CBS are settled in cash.

Our Filmed Entertainment segment earns revenues and recognizes expenses associated with its distribution of certain television products into the home entertainment market on behalf of CBS. Pursuant to its agreement with CBS, Paramount distributes CBS’s library of television and other content on DVD and Blu-ray disc on a worldwide basis. Under the terms of the agreement, Paramount is entitled to retain a fee based on a percentage of gross receipts and is generally responsible for all out-of-pocket costs, which are recoupable prior to any participation amounts paid. Paramount also earns revenues from CBS through leasing of studio space and licensing of certain film products.

Our Media Networks segment recognizes advertising revenues and purchases television programming from CBS. The cost of the programming purchases is initially recorded as acquired program rights inventory and amortized over the estimated period that revenues will be generated.

Both of our segments recognize advertising expenses related to the placement of advertisements with CBS.

The following table summarizes the transactions with CBS reported in our consolidated financial statements contained in our Annual Report on Form 10-K for fiscal year 2018, which are calculated under accounting principles generally accepted in the United States of America (“GAAP”).

None of the members of our Compensation Committee during fiscal year 2018 has ever been an officer or employee of ours or any of our subsidiaries or had any relationship requiring disclosure under the SEC’s rules regarding related person transactions.

During fiscal year 2018, no Viacom executive officer served as a director or member of the compensation committee of any other registrant of which an executive officer served on our Board of Directors or Compensation Committee.

Our NEOs for fiscal year 2018 were:

During fiscal year 2018, the Compensation Committee (the “Committee” in this section) was comprised of Judith A. McHale (Chair), Thomas J. May, Deborah Norville and Nicole Seligman, each of whom is an independent director, and three of whom joined our Board in August 2016.

The Committee makes compensation decisions for our NEOs, our executive officers and certain other key executives. The Committee has the sole decision-making authority for the compensation of our NEOs and, under its Charter, may not delegate this authority in connection with any material element of NEO compensation.

The Committee retains the services of Pearl Meyer, an independent compensation consultant with particular expertise in compensation matters for media and entertainment companies. Pearl Meyer is engaged by, and reports directly to, the Committee, and the Committee has the sole authority to hire or fire Pearl Meyer and to approve its fee arrangements. Pearl Meyer assists the Compensation Committee in

fulfilling its responsibilities, including advising on proposed compensation packages for top executives, compensation program design and market practices generally. A representative of Pearl Meyer attends Committee meetings, reviews compensation data with the Committee and participates in general discussions regarding executive compensation issues. The Committee has authorized Pearl Meyer to interact with management at the Committee’s direction, as needed. Pearl Meyer is included in discussions with management and, when applicable, the Committee’s outside legal counsel on matters being brought to the Compensation Committee for consideration.

The Committee also considers input from management, as discussed in “Additional Detail Regarding Compensation Program Design” below.

While the Committee considers input from Pearl Meyer and management, the Committee’s decisions ultimately reflect many factors and considerations, as discussed below.

In fiscal year 2018, we executed against three strategic priorities:

In fiscal year 2018, our Board and senior management team continued to refine and execute our business strategy despite significant industry-wide headwinds that included declines in cable subscriber and viewership universe estimates. We

delivered a turnaround of our core business and grew full-year consolidated operating income for the first time since fiscal year 2014. Our international media networks business achieved record revenue and profitability, and our cost transformation initiatives

gave rise to approximately $100 million in savings in fiscal year 2018.

We took a number of actions in fiscal year 2018 to turn around our core business and evolve the company for growth in fiscal year 2019. Specifically:

We compete for talented executives in a highly-compensated industry globally, with the majority of our executives located in the New York and Los Angeles markets.

The goal of our compensation programs is to provide competitive compensation packages that (1) help ensure we have the talented executives and employees we need to achieve our strategic operating and financial goals and deliver financial returns to our stockholders over both the short term and the long term, and (2) compensate our executives and employees in a way that appropriately encourages and rewards their performance. To achieve this, our compensation packages are designed to reward (i) company performance as measured by strategic, operating and financial results, (ii) individual contributions to those results and (iii) stock price growth on both an absolute and a relative basis. The Committee seeks to ensure that a large portion of our NEOs’ compensation is performance-based and/or equity-linked rather than fixed pay elements, and awards are balanced between short-term and long-term compensation to incentivize our executives to achieve strong operating and financial results, while achieving long-term strategic objectives that drive stockholder value.

With each compensation decision, the Committee takes a holistic approach and considers information and recommendations from several sources. The Committee considers:

In fiscal year 2018, we continued to shift our executive compensation to further emphasize performance-based over fixed compensation and align compensation levels with the company’s overall

strategy. Specifically, among other things, steps taken include:

Our compensation program includes annual base salaries, a cash bonus plan that rewards annual performance, a long-term equity plan, health and retirement benefits and severance and restrictive

covenants. Each component is designed to serve a specific purpose. The Committee considers each component individually and in light of the overall

value of the compensation package as part of its pay-for-performance approach.

Each of our NEOs has an employment agreement in which the Committee sets the components of compensation and initial compensation levels.

Base salaries for our NEOs and other executive officers are generally reviewed annually by the

Committee and increased at its discretion if individual performance and competitive considerations warrant.

Our annual bonuses are paid under our STIP, which is a broad-based program that we use to incentivize and reward management at all levels to obtain superior operating, strategic and individual results during a particular year. Prior to the start of fiscal year 2018, the Board approved a fiscal year 2018 budget that, consistent with prior years, contained challenging targets to drive growth. The Committee then established 2018 bonus targets that were directly linked to achievement of the budget’s goals as well as specific qualitative objectives. A participant’s ability to realize a bonus at target is directly linked to the company’s achievement of results at budget.

Our NEOs participate in the Senior Executive STIP, a plan that contains a separate performance goal and, for fiscal year 2018, was designed to comply with the provisions on performance-based compensation of Section 162(m) of the Internal Revenue Code (“Section 162(m)”) that were in effect for fiscal year 2018. This performance goal was achieved in fiscal year 2018, since our operating income for STIP purposes of $2.571 billion exceeded the performance

target set for the Senior Executive STIP of $1.555 billion. The Senior Executive STIP provides for a maximum allowable bonus amount of eight times base salary or $50,000,000, whichever is lower, if the performance target is achieved and certified by the Committee. The Committee then applies its negative discretion to set actual bonuses, based on an award structure and performance goals that are the same as the STIP. In no event may the actual bonus that we pay an NEO exceed the maximum allowable amount. Based on the achievement of the performance goals set by the Committee, as well as individual performance, cash bonus amounts can range from 0% to 200% of an individual’s target annual bonus amount.

The Tax Cuts and Jobs Act eliminated our ability to deduct compensation paid to a participant that exceeds the $1,000,000 limit under Section 162(m).  Accordingly, in November 2018, the Senior Executive STIP was amended to remove the procedural requirements mandated by Section 162(m). The Senior Executive STIP continues to contain provisions establishing a maximum allowable

bonus for each participant.

The design of our STIP and Senior Executive STIP programs are reviewed and approved by the

Committee each year. In fiscal year 2018, approximately 5,020 of our 10,400 employees participated in the STIP and Senior Executive STIP.

Our Long-Term Management Incentive Plan (“LTMIP”) is a broad-reaching program that motivates management to focus on long-term growth and the performance of our stock price, while supporting long-term retention through multi-year vesting schedules for equity awards. Equity awards link the value the executive receives to the value of our company as measured by our stock price and company performance and ensures that our executives’ interests are aligned with those of our stockholders. In fiscal year 2018, approximately 1,450 employees participated in the LTMIP.

The Committee approves all equity awards to NEOs, including those granted to our Chief Executive Officer. The Committee determines, either by employment agreement or at the time of grant, the appropriate type, combination and value of each equity award. The target values for our NEO equity awards are specified in their employment agreements.

The Committee believes it is appropriate for our NEOs to receive annual equity awards that are comprised of a mix of stock options, PSUs and Restricted Share Units (“RSUs”). In determining the appropriate mix of the awards to each NEO, the Committee considers a number of factors, including:

In November 2017, as part of the Committee’s review of the company’s executive compensation program and a continuing shift towards performance-based and equity-linked compensation packages for the company’s leadership, the Committee determined to award PSUs to a broader group of executives than simply Mr. Bakish, and approved a portion of the fiscal year 2018 LTMIP awards in the form of PSUs to Messrs. Bakish, Davis and Mills and Mses. D’Alimonte and Lea and other members of Mr. Bakish’s senior leadership team.

For Mr. Bakish, the Committee believes that a mix of 50% stock options and 50% PSUs for his annual LTMIP awards appropriately balances the goals of providing performance incentives, retention value and stockholder alignment with the cost of the awards to us. In determining that Mr. Bakish should receive only stock options and PSUs for his mix of annual LTMIP awards, the Committee considered his greater responsibility for long-term business strategy, his relative ability to impact stockholder value and the company’s historical mix of equity awards for the CEO role.

For each of Messrs. Davis and Mills and Mses. D’Alimonte and Lea, the Committee believes that a mix of 30% stock options, 35% PSUs and 35% RSUs is the appropriate balance for their annual equity awards. The Committee believes this mix of equity incentives supports its emphasis on performance-based pay, while also providing retentive value.  

For additional information regarding various components of our compensation program, see the section titled “Additional Detail Regarding Compensation Program Design.”

As the Committee is focused on ensuring that a large portion of our NEOs’ compensation packages is performance-based, the Committee generally does not consider past wealth accumulation in connection with its compensation decisions. The Committee believes that executives and employees should not be penalized in future years for strong performance in prior years; that all employees, regardless of individual financial situation, should have a compensation package that is competitive for their respective positions; and that the company’s ability to retain employees is diminished if pay is not at competitive levels.

Since 2006, the Committee has had a policy under which it can require, at any time, any of our employees or former employees to return all or a portion of the bonus and/or equity compensation the employee receives. This can occur if any of the performance goals or quantitative factors considered in determining the amount of the award are restated in a manner that would have affected the amount if known prior to the grant or, with respect to bonus

amounts, if such restatement alters the Committee’s assessment of the employee’s or former employee’s individual performance in a manner that warrants reduction. The Committee may also require employees to return certain compensation as a result of their material breach of certain restrictive covenants under various agreements. Our incentive plans expressly reserve these powers to the Committee.

Our executive officers are prohibited from hedging or pledging any Viacom securities that they hold directly. In addition, all of our employees are

prohibited from engaging in short sales of our stock and may not hedge or pledge equity compensation.

As further discussed in the section “Payments Upon Termination or Change-In-Control,” we do not have any plans or arrangements that provide for payments or accelerated vesting of incentives solely in

connection with a change in control of Viacom. We also do not provide excise tax gross-ups to any of our executives in the event of a change in control or for any other purpose.

We protect against issues associated with timing of equity awards by granting them on an annual basis at regular Committee meetings generally scheduled more than a year in advance. The sizes of the annual equity grants, and stock option exercise prices, are determined based on the closing price of our Class B common stock on the date of grant. From 2006 through fiscal year 2017, the Committee made our annual equity grants to senior executives and other employees at the meeting of the Committee that took place in May or June of each year, other than PSU grants, which were historically made on January 1 pursuant to the terms of the applicable executive’s employment agreement.

In November 2017, the Committee determined to approve future annual LTMIP awards at the meeting of the Committee that takes place in November of each year in order to align all grants with the start of the new fiscal year. In November 2017, the Committee approved the annual PSU awards for

fiscal year 2018, and determined that, for the 2018 transition year, the remaining LTMIP grants for fiscal year 2018 would be made on January 31, 2018 (the same date as the annual RSU grants to our directors). Beginning with fiscal year 2019, the Committee will approve our annual equity awards at the meeting of the Committee that takes place in November of each year, with the grants to be made on November 30^th.

For certain newly hired executives, and rarely upon entering into new or amended employment agreements with existing executives, the Committee may award off-cycle equity grants. In the case of stock options and RSUs, these grants are generally made 10 days after the later of Committee approval, the execution of the employment agreement by both parties or commencement of employment and have an exercise price or value, as applicable, based on the closing price of our Class B common stock on the date of grant.

The repricing of stock options is prohibited under our

LTMIP.

Each member of our executive team has significant Viacom equity holdings, with multi-year vesting schedules, and is, therefore, appropriately incentivized to manage the business in line with

stockholders’ interests. As such, we do not feel that specified executive stock ownership requirements are necessary.

The Committee considers our stockholders’ views about our compensation program to be important when determining executive compensation. At our 2017 Annual Meeting of Stockholders, we held a stockholder advisory vote on the compensation of our NEOs, as disclosed in our 2017 proxy statement. 96% of our stockholders approved the compensation of the NEOs. The Committee has considered the results of the vote and concluded that our executive compensation program provides a competitive pay-

for-performance package that effectively incentivizes our NEOs and encourages long-term retention.

At our 2017 Annual Meeting of Stockholders, our stockholders also approved a frequency of every three years to conduct the advisory vote on executive compensation, as permitted under SEC rules, and we will hold the next such advisory vote at the 2020 Annual Meeting. We will hold the next advisory vote on the frequency of the executive compensation advisory vote at the 2023 Annual Meeting.

In fiscal year 2018, Mr. Bakish’s annual base salary remained $3,000,000 and his target annual bonus remained $7,000,000.

In fiscal year 2018, Mr. Davis’ and Mr. Mills’ annual base salaries remained $1,750,000 and their target annual bonuses remained $2,500,000.

Effective January 1, 2018, Ms. D’Alimonte’s base salary was increased to $1,060,000 from $1,000,000 and her target annual bonus remained 100% of base salary.

Effective January 1, 2018, Ms. Lea’s annual base salary was increased to $911,550 from $885,000 and her target annual bonus remained 80% of her base salary.

The base salaries and target bonuses for these executives reflected the Compensation Committee’s evaluation of the respective NEO’s role and performance, competitive market data and other factors.

The Committee approves individual bonus amounts for the executives within its oversight, which includes all of the NEOs. Each NEO’s fiscal year 2018 bonus award reflects (1) a business performance multiplier that is based on achievement of company financial and qualitative performance goals and (2) an individual performance multiplier that is based on the Committee’s assessment of the executive’s performance.

Business Performance

The business performance goals for our NEOs for fiscal year 2018 related to achievement of operating income (weighted 50%), free cash flow (weighted 20%) and qualitative objectives (weighted 30%).

When determining the final bonus amounts, the Committee reviewed actual fiscal year financial performance compared to the financial goals set by the Committee prior to the commencement of the year, as well as Mr. Bakish’s and senior management’s assessment of the achievement of the qualitative objectives.

Under the STIP and Senior Executive STIP, the Committee may consider other financial or qualitative objectives significant to the year, such as the extent to which the performance targets were met in ways that related to the fundamentals of the business and furthered our long-term interests, as well as the appropriateness of excluding unusual expenses or impacts on financial results that it believes have the effect of distorting the performance goals.

The following table sets forth the business performance goals that applied to our NEOs other than Mr. Mills in fiscal year 2018, with the bottom of the performance range equal to a payout factor of 25% of target and the top of the range equal to a payout factor of 200% of target. Based on Viacom’s financial performance for the year, the Committee determined that the business performance multiplier applicable to participants in the Senior Executive STIP for fiscal year 2018 other than Mr. Mills was 119.6%, as shown in the table. The business performance multiplier applicable to Mr. Mills for fiscal year 2018 was 128.6%, which was the business performance multiplier for BET.