Next week, given that Paramount Global has not closed its deal to merge with Skydance Media because the FCC still has not approved it, Paramount is holding its annual shareholder meeting.
Shari Redstone, the controlling shareholder of Paramount and non-executive chair, would be guaranteed to be reelected, along with the slate of other directors nominated for the board.
But influential proxy advisory firm ISS has issued a recommendation that Paramount Global shareholders vote against the reelection of Redstone and three other board members — Barbara Byrne, Linda Griego and Susan Schuman — because the directors have allowed the media conglomerate to maintain a “problematic capital structure.”
“Paramount Global maintains a multi-class capital structure in which certain classes of stock carry voting rights that are misaligned with the holders’ underlying economic interests or have unequal voting rights,” ISS said in the June 23 advisory. “ISS supports a one-share, one-vote capital structure.”
In addition, ISS in its advisory report recommended voting against Byrne, Griego and Schuman, who are members of Paramount Global board’s compensation committee, over concerns about the company’s executive compensation plans. ISS in particular cited “the largely time-vesting nature of the [long-term incentive] program and one-time grants, in addition to the relatively large influence of individual performance on annual bonus payouts.”
In 2024, each of Paramount Global’s three co-CEOs — George Cheeks, president and CEO of CBS; Chris McCarthy, president and CEO, Showtime/MTV Entertainment Studios and Paramount Media Networks; and Brian Robbins, president and CEO of Paramount Pictures and Nickelodeon — received a $6 million bonus in connection with their roles as co-CEOs. Last fall, Paramount added a provision to their employment agreements that will let them quit and receive severance benefits if they are demoted. The three each also had an annual base salary of $2.75 million.
Paramount Global is still awaiting FCC approval for its transaction to merge with Skydance. The parties announced the agreement nearly a year ago, on July 7, 2024. Neither the FCC nor President Trump has provided an explicit reason for why the Paramount-Skydance deal hasn’t been approved. But Trump, asked about the matter last week, immediately began discussing his $20 billion lawsuit against CBS over the editing of a “60 Minutes” interview with then-VP Kamala Harris. On Monday, Paramount and CBS reiterated their position that Trump’s lawsuit is “meritless” even as lawyers for the president and Paramount have engaged in settlement talks.
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If and when the Paramount-Skydance deal closes to form “Paramount Skydance Corp.,” Redstone is set to exit the merged company’s board. Skydance CEO David Ellison, who is the son of Larry Ellison, would assume the role as CEO and chairman of the combined Paramount-Skydance. The company would be controlled by the Ellison family and remain publicly traded.
The Paramount Global 2025 annual meeting is scheduled to be held Wednesday, July 2, 2025. The company has nominated three new directors: Mary Boies, counsel to Boies Schiller Flexner LLP, specializing in antitrust and corporate commercial litigation; Charles E. Ryan, founder and general partner of Almaz Capital; and Roanne Sragow Licht, a former judge and adjunct professor at Boston University and Roger Williams University. The current board members standing for reelection are Redstone, non-executive chair of Paramount Global; Barbara Byrne, former vice chairman of investment banking at Barclays; Linda Griego, CEO of Griego Enterprises, a business management company; and Susan Schuman, CEO of Kyu Consulting Group.
The election of the Paramount board slate would result in seven members. Judith McHale, who currently serves on Paramount’s board — and is chair of the compensation committee — is not standing for re-election at the 2025 meeting. McHale, who is president and CEO of Cane Investments, wanted to step back from her professional commitments across her public board positions, according to a source familiar with her thinking.
From Variety US