ITEM 1-ELECTION OF DIRECTORS
The election of 17 directors of the Company is proposed, each to
hold office, in accordance with the Company's Restated Certificate of
Incorporation and By-Laws, for one year and until his or her successor is
elected and qualified. The Board of Directors proposes for election:
George S. Abrams, David R. Andelman, Joseph A. Califano, Jr., William S.
Cohen, Philippe P. Dauman, William H. Gray III, Alan C. Greenberg, Mel
Karmazin, Jan Leschly, David T. McLaughlin, Shari Redstone, Sumner M.
Redstone, Frederic V. Salerno, William Schwartz, Ivan Seidenberg, Patty
Stonesifer and Robert D. Walter. All of the nominees other than Joseph A.
Califano, William S. Cohen and Alan C. Greenberg are current members of
the Company's Board of Directors. Three of the current directors, George
H. Conrades, Ken Miller and Brent Redstone, are not standing for
re-election at the 2003 Annual Meeting. Leslie Moonves resigned from the
Board effective April 1, 2003. The size of the Board will be reduced to
17 members at the time of the Annual Meeting. The persons named in the
enclosed or attached Proxy will vote the shares of Class A Common Stock
covered by such Proxy for the election of the director nominees set forth
below, unless instructed to the contrary. If, for any reason, any of said
nominees becomes unavailable for election, the holders of the Proxies may
exercise discretion to vote for substitutes proposed by the Board.
Management has no reason to believe that the persons named will be unable
to serve if elected or will decline to do so.
INFORMATION CONCERNING DIRECTOR NOMINEES
Set forth below is information concerning each nominee for
director of the Company. All of the nominees are currently directors of
the Company other than Joseph A. Califano, William S. Cohen and Alan C.
Greenberg. A determination has been made by the Board of Directors that
the nominees for director denoted with an asterisk (*) are independent of
the Company and its management within the standards set forth in the
Company's Corporate Governance Guidelines.
Nominee for Company Offices and
Director Principal Occupation
------------------------ ----------------------------------------------------
George S. Abrams Attorney associated with the law firm of Winer and
Age 71 Abrams in Boston, Massachusetts since 1969. Mr.
Director since 1987 Abrams is a trustee of the Museum of Fine Arts in
Boston, the Harvard University Art Museums and The
European Fine Arts Foundation. Mr. Abrams is a
director of National Amusements and Sonesta
International Hotels Corporation.
David R. Andelman Attorney associated with the law firm of Lourie &
Age 63 Cutler, P.C. in Boston, Massachusetts since 1964.
Director since December Mr. Andelman serves as a director and treasurer of
2000 Lourie & Cutler, P.C. He is a director of National
Amusements.
Joseph A. Califano, Jr.* Chairman of the Board and President of The National
Age 72 Center on Addiction and Substance Abuse at Columbia
First Time Nominee for University in New York City since 1992. Mr. Califano
Director has served as Adjunct Professor of Public Health at
Columbia University's Medical School and School of
Public Health since 1992 and is a member of the
Institute of Medicine of the National Academy of
Sciences. Mr. Califano was senior partner of the
Washington, D.C. office of the law firm Dewey
Ballantine from 1983 to 1992. Mr. Califano served as
the United States Secretary of Health, Education and
Welfare from 1977 to 1979, and he served as
President Lyndon B. Johnson's Assistant for Domestic
Affairs from 1965 to 1969. He is the author of nine
books. Mr. Califano is a director of Automatic Data
Processing, Inc.
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Nominee for Company Offices and
Director Principal Occupation
------------------------ ----------------------------------------------------
William S. Cohen* Chairman and Chief Executive Officer of The Cohen
Age 62 Group, a business consulting firm, since January
First Time Nominee for 2001. Prior to that, Mr. Cohen served as the United
Director States Secretary of Defense since January 1997. He
served as a United States Senator from 1979 to 1997
and as a member of the United States House of
Representatives from 1973 to 1979. He is a director
of Cendant Corporation, Critical Path Software Inc.,
Head N.V., IDT Telecom, and NASDAQ.
Philippe P. Dauman Co-Chairman and Chief Executive Officer of DND
Age 49 Capital Partners, L.L.C., a private equity firm,
Director since 1987 since May 2000. Mr. Dauman served as Deputy Chairman
of the Company from 1996 until May 2000 and
Executive Vice President from 1994 until May 2000.
From 1993 to 1998, Mr. Dauman also served as General
Counsel and Secretary of the Company. Prior to that,
he was a partner in the law firm of Shearman &
Sterling in New York, which he joined in 1978. Mr.
Dauman is a director of Blockbuster Inc.
("Blockbuster"), a majority-owned subsidiary of the
Company, Genuity Inc., Lafarge North America Inc.
and National Amusements.
William H. Gray III* President and Chief Executive Officer of The College
Age 61 Fund/UNCF since 1991. From 1979 to 1991, Mr. Gray
Director since May 2000 served as a member of the United States House of
Representatives, Chairman of the Budget Committee
and House Majority Whip. He is a director of Dell
Corporation, Electronic Data Systems Corporation,
Ezgov.com, J. P. Morgan Chase & Co., Pfizer Inc.,
Prudential Financial Company, Rockwell International
Corporation and Visteon Corporation. Mr. Gray was a
director of CBS Corporation until the merger of CBS
Corporation with the Company in May 2000 (the "CBS
Merger").
Alan C. Greenberg* Chairman of the Executive Committee of The Bear
Age 75 Stearns Companies Inc. ("Bear Stearns"). Mr.
First Time Nominee for Greenberg served as Chairman of the Board of Bear
Director Stearns from 1985 to 2001 and as its Chief Executive
Officer from 1978 to 1993.
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Nominee for Company Offices and
Director Principal Occupation
------------------------ ----------------------------------------------------
Mel Karmazin President and Chief Operating Officer of the Company
Age 59 since May 2000. Mr. Karmazin served as President and
Director since May 2000 Chief Executive Officer of CBS Corporation from
January 1999 until the CBS Merger. He was President
and Chief Operating Officer of CBS Corporation from
April 1998 through December 1998. Mr. Karmazin
joined CBS Corporation in December 1996 as Chairman
and Chief Executive Officer of CBS Radio and served
as Chairman and Chief Executive Officer of the CBS
Station Group (Radio and Television) from May 1997
to April 1998. Prior to joining CBS Corporation, Mr.
Karmazin served as President and Chief Executive
Officer of Infinity Broadcasting Corporation
("Infinity") from 1981 until its acquisition by CBS
Corporation in December 1996. Mr. Karmazin served as
Chairman, President and Chief Executive Officer of
Infinity from December 1998 until the merger of
Infinity with the Company in February 2001 (the
"Infinity Merger"). Mr. Karmazin is Vice Chairman of
the Board of Trustees for The Museum of Television
and Radio and is a director of Blockbuster, the New
York Stock Exchange, Inc. ("NYSE") and Westwood One,
Inc. Mr. Karmazin was a director of CBS Corporation
at the time of the CBS Merger and was a director of
Infinity until the Infinity Merger.
Jan Leschly* Chairman and Chief Executive Officer of Care Capital
Age 62 L.L.C., a private equity firm, since May 2000. Mr.
Director since May 2000 Leschly served as the Chief Executive Officer of
SmithKline Beecham Corp. from 1994 until April 2000.
He served as Chairman of SmithKline Beecham's
Worldwide Pharmaceutical business from 1990 to 1994
and has been a director of SmithKline Beecham Corp.
since 1990. Prior to that, Mr. Leschly was President
and Chief Operating Officer of Squibb Corporation.
Before joining Squibb Corporation in 1979, he served
as Executive Vice President and President of the
Pharmaceutical Division of Novo-Nordisk for eight
years. Mr. Leschly serves on The International
Advisory Board of DaimlerChrysler and is Chairman of
the International Tennis Hall of Fame. He is a
director of the American Express Co. and The Maersk
Group and was a director of CBS Corporation at the
time of the CBS Merger.
David T. McLaughlin* Chairman of the Board of Orion Safety Products
Age 71 (formerly Standard Fusee Corporation) since 1988 and
Director since May 2000 Chief Executive Officer from 1988 to December 31,
2000. Mr. McLaughlin served as Chairman of The Aspen
Institute from 1987 to 1988 and was appointed
President and Chief Executive Officer in 1988, a
position he held until 1997. Upon his retirement
from The Aspen Institute in 1997, he was named
president emeritus. Mr. McLaughlin was President of
Dartmouth College from 1981 to 1987. He served as
Chairman and Chief Executive Officer of Toro Company
from 1977 to 1981, after serving in various
management positions at Toro Company since 1970. Mr.
McLaughlin became Chairman of the Board of CBS
Corporation in January 1999 and served as a director
of CBS Corporation from 1979 until the CBS Merger.
He served as a director of Infinity until the
Infinity Merger. Mr. McLaughlin is Chairman of the
American Red Cross.
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Nominee for Company Offices and
Director Principal Occupation
------------------------ ----------------------------------------------------
Shari Redstone President of National Amusements since January 2000.
Age 49 Prior to that, Ms. Redstone served as Executive Vice
Director since 1994 President of National Amusements since 1994. She
practiced law from 1978 to 1993; her practice
included corporate law, estate planning and criminal
law. Ms. Redstone is a member of the Board of
Directors and Executive Committee for the National
Association of Theatre Owners, Co- Chairman and
Co-Chief Executive Officer of MovieTickets.com,
Inc., Chairman and Chief Executive Officer of
CineBridge Ventures, Inc., Chairman and Chief
Executive Officer of Rising Star Media, a member of
the Board of Trustees at Dana Farber Cancer
Institute and a member of the Board of Directors at
Combined Jewish Philanthropies. She is also on the
Board of Directors of the John F. Kennedy Library
Foundation and a member of the Board of Overseers at
Brandeis University and was formerly a member of the
Board of Trustees at Tufts University. Ms. Redstone
is a director of National Amusements.
Sumner M. Redstone Chairman of the Board of the Company since 1987 and
Age 79 Chief Executive Officer since 1996. Mr. Redstone has
Director since 1986 served as Chairman of the Board of National
Amusements since 1986 and Chief Executive Officer of
National Amusements since 1967. He also served as
President of National Amusements from 1967 through
1999. He is a member of the Advisory Council for the
Academy of Television Arts and Sciences Foundation
and is on the Board of Trustees for The Museum of
Television and Radio. Mr. Redstone served as the
first Chairman of the Board of the National
Association of Theatre Owners and is currently a
member of its Executive Committee. Since 1982, Mr.
Redstone has been a member of the faculty of Boston
University Law School, where he has lectured on
entertainment law, and since 1994, he has been a
Visiting Professor at Brandeis University. He has
also been a frequent lecturer at colleges, including
Harvard Law School. Mr. Redstone graduated from
Harvard University in 1944 and received a LL.B. from
Harvard University School of Law in 1947. Upon
graduation, Mr. Redstone served as Law Secretary
with the United States Court of Appeals, and then as
a Special Assistant to the United States Attorney
General. He served as a director of Infinity until
the Infinity Merger. Mr. Redstone is a director of
Blockbuster.
Frederic V. Salerno* Vice Chairman and Chief Financial Officer of Verizon
Age 59 Communications Inc. ("Verizon"), formerly Bell
Director since 1994 Atlantic Corporation ("Bell Atlantic"), from June
2000 to October 2002. Prior to that, Mr. Salerno
served as Vice Chairman and Chief Financial Officer
of Bell Atlantic since August 1997. Prior to the
merger of Bell Atlantic and NYNEX Corporation
("NYNEX"), he served as Vice Chairman Finance and
Business Development of NYNEX from 1994 to 1997. Mr.
Salerno was Vice Chairman of the Board of NYNEX and
President of the NYNEX Worldwide Services Group from
1991 to 1994. Mr. Salerno is Chairman of the Board
of Lynch Interactive Corp. and a director of Akamai
Technologies, Inc., Avnet Inc., The Bear Stearns
Companies, Inc., Consolidated Edison, Inc. and Dun &
Bradstreet Corp.
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Nominee for Company Offices and
Director Principal Occupation
------------------------ ----------------------------------------------------
William Schwartz* Counsel to Cadwalader, Wickersham & Taft since 1988.
Age 69 Mr. Schwartz also served as Vice President for
Director since 1987 Academic Affairs (the chief academic officer) of
Yeshiva University from 1993 to July 1998 and has
been University Professor of Law at Yeshiva
University and the Cardozo School of Law since 1991.
He was Dean of the Boston University School of Law
from 1980 to 1988 and a professor of law at Boston
University from 1955 to 1991. Mr. Schwartz was
Chairman of the Board of UST Corporation and is a
member of the Advisory Board of WCI Steel, Inc. He
is an honorary member of the National College of
Probate Judges. He served as Chairman of the Boston
Mayor's Special Commission on Police Procedures and
was formerly a member of the Legal Advisory Board of
the NYSE.
Ivan Seidenberg* President and Chief Executive Officer of Verizon
Age 56 (formerly Bell Atlantic) since April 1, 2002. Mr.
Director since 1995 Seidenberg served as President and Co-Chief
Executive Officer of Verizon from June 2000 until
April 2002. Prior to that, Mr. Seidenberg served as
Chairman of the Board of Bell Atlantic since
December 1998 and Chief Executive Officer since June
1998. Prior to the merger of Bell Atlantic and
NYNEX, he served as Chairman and Chief Executive
Officer of NYNEX since 1995. Mr. Seidenberg is a
director of Honeywell International Inc., Verizon
and Wyeth.
Patty Stonesifer* Co-Chair and President of the Bill and Melinda Gates
Age 46 Foundation (the "Foundation") since 1999. From 1997
Director since May 2000 to 1999, Ms. Stonesifer served as Chairwoman and
President of the Gates Learning Foundation until it
combined with the William H. Gates Foundation to
form the Foundation. Prior to that, Ms. Stonesifer
ran her own management consulting firm from 1996 to
1997. From 1988 to 1996, she held various senior
management positions at Microsoft Corporation
including Senior Vice President, Interactive Media
Division, and Senior Vice President, Consumer
Division. Ms. Stonesifer is a director of Amazon.com
and she was a director of CBS Corporation at the
time of the CBS Merger.
Robert D. Walter* Founder, Director, Chairman and Chief Executive
Age 57 Officer of Cardinal Health, Inc. since 1971. He is a
Director since May 2000 member of the Boards of Trustees of Battelle
Memorial Institute and Ohio University. Mr. Walter
is a director of American Express Co. and was a
director of CBS Corporation at the time of the CBS
Merger and a director of Infinity until the Infinity
Merger.
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Shari Redstone is Sumner Redstone's daughter. None of the other nominees
for director is related to any other director or executive officer of the
Company by blood, marriage or adoption.
The Board of Directors recommends a vote "FOR" the election of
the nominees for director named above.
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