The election of Shari Redstone and three other directors to Paramount Global‘s board of directors should be blocked by shareholders at the company’s upcoming annual meeting, a leading proxy firm says.
The recommendation from Institutional Shareholder Services, however eye-opening, is largely symbolic as Redstone is the controlling shareholder of Paramount. She is up for re-election to the board at the company’s July 2 annual shareholder meeting.
The meeting has been scheduled as Paramount’s long-gestating $8 billion merger with Skydance remains in legal and regulatory limbo. Paramount shareholders are not required to approve the deal given Redstone’s control of the company, but they do get a chance to evaluate board nominees and determine whether they gain one-year terms to serve on the governing body.
Redstone is nominated for re-election along with Barbara Byrne, Linda Griego and Susan Schuman. They are on the ballot along with the newly nominated trio of attorney Mary Boies, ex-judge Roanne Sragow Licht and venture capitalist Charles Ryan. ISS urged shareholders not to approve the four incumbents, all of whom sit on the board’s executive compensation committee. The firm cited the company’s “problematic capital structure” and what it sees as flaws in its executive pay scheme.
ISS is widely respected, even if its advice isn’t always followed. The firm turned heads in early 2024 by throwing its support behind Nelson Peltz in his proxy battle with Disney CEO Bob Iger, assailing the media giant’s “critically flawed succession process.”
Paramount and Skydance had projected their merger would close by June 30, but that was before the considerable interference of President Donald Trump. He has sued Paramount’s CBS News for $20 billion over its handling of a 60 Minutes interview with Democratic presidential candidate Kamala Harris last fall. Even though no legal expert sees any merit in the complaint, the parties have been discussing a settlement in recent months.
Top execs at the news division have already decamped, and 60 Minutes staffers have described a climate of anxiety and dread inside the decades-old news mainstay as they wait to see if the company will be forced to apologize for a routine business action. If a large settlement is also extracted, a number of elected officials, shareholders and watchdog groups have vowed to pursue bribery charges or file lawsuits on that basis. They say Trump is explicitly tying approval of the merger to a monetary settlement.
Meanwhile, the merger remains before the FCC, the agency run by Trump appointee Brendan Carr. The FCC must sign off on the deal, and its review process has been on hold pending the outcome of the suit.
Last fall, Redstone said she and her son, Tyler Korff, will not serve on the board of the combined company after the merger closes. More recently, Redstone also revealed that she has been receiving treatment for thyroid cancer.
Paramount said in an SEC filing earlier this month that Boies, Licht and Ryan have been nominated by the company’s board governance committee. Counting existing board members Redstone, Barbara Byrne, Linda Griego and Susan Schuman, the company would have a total of seven directors if all are approved at the meeting.
