CBS annnounced Sunday that former CBS Chairman and CEO Leslie Moonves and CBS “will donate $20 million to one or more organizations that support the #MeToo movement and equality for women in the workplace. The donation, which will be made immediately, has been deducted from any severance benefits that may be due Moonves following the Board’s ongoing independent investigation led by Covington & Burling and Debevoise & Plimpton.”
With Moonves’ ouster that same day — amid sexual misconduct allegations from 12 women — one might think that CBS would decide who to give the money to. However, according to an exhibit attached to an SEC 8-K filing by CBS dated Sept. 9, both CBS AND Moonves need to agree where the money goes.
Here’s the clause: “Charitable Contribution. Within thirty (30) days following the Termination Date, Employer shall make contributions in the aggregate amount of Twenty Million Dollars ($20,000,000) to one or more charitable organizations that support the #MeToo movement and are qualified under Section 501(c)(3) of the Internal Revenue Code, which organizations are mutually agreed by Employer and Executive.” CBS is the “Employer” and Moonves is the “Executive.”
Furthermore, as NBC News senior editor Claire Atkinson reported yesterday, “The results of the the investigation [into the allegations against Moonves] may never be revealed. The company will be required to disclose any payouts to Wall Street investors if they are material, but it appears to remain a question as to whether a report about the investigation will ever be released.”
Here’s that clause, also from the CBS SEC filing:
“Confidentiality. Employer shall seek to preserve the confidentiality of all written and oral reports by the investigators in the Internal Investigation and all information and findings developed by the investigators or included in such written or oral reports in relation to Executive (the “Investigator Information”) and not to make public such Investigator Information to the maximum extent possible consistent with fiduciary duties of directors and all applicable laws. In the event that any request or demand is made or any order issued for disclosure of any Investigator Information, Employer shall promptly notify Executive to the extent permitted.”
According to CNBC, in the period from 2006, when Moonves took over the leadership of CBS as it was spun out of Viacom, to his ouster on Sunday, he has made an astonishing $650.2 million. That number does not include any monies he may receive for leaving the company.