CBS Shareholders Meet Without Les Moonves

The last time CBS Corp. had an annual meeting without Leslie Moonves at the helm was 2005, when the biggest show on TV was Fox's "American Idol," a video website called YouTube was a few months old, and Netflix's only line of business was delivering DVDs by mail.

On Tuesday, the CBS shareholders meeting takes place against the backdrop of protesters demanding that the media company deny any severance payout to Moonves, who was ousted as CEO on Sept. 9 after multiple allegations of sexual misconduct.

Les Moonves

At stake is his $120 million exit package, conditioned on the results of an investigation into Moonves' conduct. The company's board of directors hired two law firms in August to investigate the allegations, and the report is expected to be presented to the board by a Jan. 31 deadline, although it could come much sooner.

According to a New York Times article published last week, a draft of the investigators' report lists additional allegations of sexual misconduct against Moonves and finds that he lied to company lawyers and otherwise obstructed their investigation. If true, that narrative almost certainly dooms a significant payout for Moonves. An attorney for Moonves has said the executive denies the misconduct allegations and has cooperated fully with the company's investigations.

CBS News has not reviewed the report, and it's unclear how much of it the board plans to make public. Many CBS stock analysts, however, say that board transparency is the best way to assuage investors' concerns.

Six board members were replaced on Moonves' departure, while five others remained. Key CBS executives have also departed after Moonves, including longtime corporate communications head Gil Schwartz and "60 Minutes" executive producer Jeff Fager.

But some analysts say the company hasn't gone far enough to clean house. "The problem with CBS is it's clear there was a lot of poor corporate governance and behavior. The new board literally needs to drain the swamp," said Richard Greenfield, media and tech analyst for BTIG.

The CBS board's compensation committee last April praised Moonves' "outstanding leadership" and "stellar reputation" in a company filing with the Securities and Exchange Commission that appears in the shareholder proxy for Tuesday's meeting.