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Shari Redstone: ISS Recommends Vote Against Paramount Reelection

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Paramount Global Faces Shareholder Vote Against Redstone Re-Election Amid Merger Delay

Next week’s Paramount Global shareholder meeting is set to be a pivotal moment, as a key advisory firm urges shareholders to vote against the re-election of Shari Redstone, the company’s controlling shareholder and non-executive chair. this advancement arises as Paramount Global awaits FCC approval for its merger with Skydance Media, a deal announced nearly a year ago on July 7, 2024.

ISS Recommends Against Redstone’s Re-Election

Influential proxy advisory firm ISS has recommended that Paramount Global shareholders vote against the re-election of Shari Redstone and three other board members: Barbara Byrne, Linda Griego, and Susan Schuman. ISS cites concerns over the company’s “problematic capital structure” as the primary reason for their recommendation. The advisory firm also suggests voting against Byrne, Griego, and Schuman, who are members of Paramount Global’s compensation committee, due to worries about executive compensation plans and the significant influence of individual performance on annual bonus payouts.

Executive Compensation Under Scrutiny

in 2024, Paramount Global’s three co-CEOs-George Cheeks (President and CEO of CBS), Chris McCarthy (President and CEO of Showtime/MTV entertainment Studios and Paramount Media Networks), and Brian Robbins (President and CEO of Paramount Pictures and Nickelodeon)-each received a $6 million bonus related to their co-CEO roles. They also have an annual base salary of $2.75 million. Furthermore, a provision was added to their employment agreements last fall, allowing them to resign and receive severance benefits if demoted.

Did You No? in 2024, paramount’s co-CEOs each received a $6 million bonus, highlighting the company’s executive compensation structure.

Merger Delay and Trump’s Lawsuit

Paramount Global is still awaiting FCC approval for its merger with Skydance. The deal, announced almost a year ago, on July 7, 2024, has faced delays.While no explicit reason has been given by the FCC or former President Trump, Trump has discussed his $20 billion lawsuit against CBS over the editing of a “60 Minutes” interview with then-VP Kamala Harris. Paramount and CBS maintain that Trump’s lawsuit is “meritless,” even as settlement talks have occurred.

Potential Changes in Leadership

If the Paramount-Skydance deal is finalized, forming “paramount Skydance Corp.,” Shari Redstone is expected to leave the merged company’s board. Skydance CEO David Ellison, son of Larry Ellison, would likely become the CEO and chairman of the combined entity. The Ellison family would control the company, which would remain publicly traded.

New Director Nominees and Board Composition

Paramount Global’s annual meeting on July 2, 2025, will include the nomination of three new directors: Mary Boies, counsel to Boies Schiller Flexner LLP; Charles E. Ryan, founder and general partner of almaz Capital; and Roanne Sragow Licht, a former judge and adjunct professor. Current board members standing for re-election include Redstone, Byrne, Griego, and Schuman.

The election of the Paramount board slate would result in seven members. Judith McHale, current board member and chair of the compensation committee, is not standing for re-election. mchale, who is President and CEO of Cane Investments, is stepping back from her professional commitments across her public board positions.

Paramount Global Board of Directors: Key Facts

Director Current Role Standing for Re-election?
Shari Redstone Non-Executive Chair, Paramount Global Yes
Barbara Byrne Former Vice Chairman, Barclays Yes
Linda Griego CEO, Griego Enterprises Yes
Susan Schuman CEO, Kyu Consulting Group Yes
Mary Boies Counsel, Boies Schiller Flexner LLP No (Nominee)
Charles E. Ryan Founder & General partner, Almaz Capital No (Nominee)
roanne Sragow Licht former Judge & Adjunct Professor No (Nominee)
Judith McHale President & CEO, Cane Investments No

Pro Tip: Keep an eye on the FCC approval process for the Paramount-Skydance merger, as it will considerably impact the company’s future leadership and direction.

What are the potential implications of ISS’s recommendation against shari Redstone’s re-election? how might the delayed merger with Skydance Media affect Paramount Global’s long-term strategy?

Paramount Global: A Brief History

Paramount Global, formerly ViacomCBS, is a major player in the media and entertainment industry.Its roots trace back to the early days of Hollywood with Paramount Pictures. Over the decades, the company has expanded its reach through television networks like CBS, MTV, Nickelodeon, and Showtime, as well as the Paramount+ streaming service [[1]]. The potential merger with Skydance Media represents a significant strategic move to adapt to the evolving media landscape.

The media landscape is constantly evolving, with streaming services becoming increasingly important. As of June 2024, the streaming market is projected to reach $164.70 billion in revenue, with an expected annual growth rate of 7.48%, resulting in a market volume of $213.40 billion by 2029 [[Statista]]. This growth underscores the importance of Paramount+’s role within Paramount Global.

Frequently Asked Questions about Paramount Global

Why is ISS recommending against Shari Redstone’s re-election to the Paramount Global board?

ISS recommends against Shari Redstone’s re-election due to concerns about Paramount Global’s “problematic capital structure” and worries regarding executive compensation plans.

What is the status of the Paramount Global merger with Skydance Media?

The Paramount Global merger with Skydance Media is currently awaiting FCC approval, with the deal announced nearly a year ago on July 7, 2024.

Who are the new director nominees for the Paramount Global board?

the new director nominees are Mary Boies, Charles E.Ryan, and Roanne Sragow Licht.

What role would David ellison play if the Paramount-Skydance merger is completed?

David Ellison, CEO of Skydance, would likely become the CEO and chairman of the combined Paramount Skydance Corp.

What are the key concerns regarding executive compensation at Paramount Global?

Concerns include the relatively large influence of individual performance on annual bonus payouts and the considerable bonuses received by the co-CEOs.

When is the Paramount Global annual shareholder meeting scheduled to take place?

The paramount Global annual shareholder meeting is scheduled for Wednesday,July 2,2025.

What streaming services does Paramount Global own?

Paramount Global owns Paramount+, a subscription video-on-demand over-the-top streaming service [[1]].

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