Paramount shareholders have approved the media giant’s slate of board candidates, expanding it from five to a total of seven members.
The group includes three new members — Mary Boies, Charles Ryan and Roanne Sragow Licht — as well as current members Barbara Byrne, Linda Griego, Susan Schuman and controlling shareholder and non-executive chairwoman Shari Redstone. Judith McHale, who was chair of the compensation committee, did not seek re-election.
Per an 8-K filed with the U.S. Securities and Exchange Commission on Tuesday, the trio of new board members received the most votes in favor of their election, while Griego and Schuman had the most votes against their re-election.
Boies received a total of 33,311,731 votes in favor and 217,240 votes against, Ryan received 33,309,807 votes in favor and 218,237 votes against, and Licht received 33,380,724 votes in favor and 148,128 votes against.
Meanwhile, Byrne received the fourth most votes with 32,836,938 in favor and 691,872 opposed, followed by Redstone with 32,696,497 in favor and 833,844 against, Schuman with 32,606,440 in favor and 922,273 against, and Griego with 32,580,191 in favor and 948,758 against.
A total of 37,924,121 shares of Class A common stock, or approximately 93.17% of the Class A shares outstanding, were represented at the annual meeting. Redstone’s National Amusements notably owns 77% of Paramount’s voting shares.
The results follow the departure of four board members last year, who stepped down in the midst of Paramount and Skydance’s deal talks. Charles Phillips Jr., who led the special committee that brokered the $8 billion Skydance merger last July, also revealed in October that he would step down ahead of the deal’s closing.
Influential proxy advisory firm Institutional Shareholder Services (ISS) had recommended in June that shareholders vote against Redstone, Byrne, Griego and Schuman’s re-election, arguing that the group has allowed Paramount to maintain a “problematic capital structure.”
ISS also cited concerns over the company’s executive compensation plans, including “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.”
The recommendation was largely symbolic because the Redstone family owns the majority of Paramount’s voting stock.
The appointments come after CBS reached a $16 million settlement with Donald Trump in his lawsuit against “60 Minutes.” The president sued the network for $20 billion, claiming that an Oct.7 interview with former Vice President Kamala Harris was deceptively edited and caused him “mental anguish.”
The settlement payment includes “plaintiffs’ fees and costs” as well as a donation that will be allocated to a “future presidential library.” Paramount also said that “in the future, ’60 Minutes’ will release transcripts of interviews with eligible U.S. presidential candidates after such interviews have aired, subject to redactions as required for legal or national security concerns.”
Notably, the settlement does not include any necessary statement of apology or regret from CBS or “60 Minutes.”
The Wall Street Journal previously reported that Trump shot down Paramount’s initial offer to settle the lawsuit for $15 million, with him aiming to get at least $25 million and an apology.
“With this record settlement, President Donald J. Trump delivers another win for the American people as he, once again, holds the Fake News media accountable for their wrongdoing and deceit. CBS and Paramount Global realized the strength of this historic case and had no choice but to settle,” a spokesperson for Trump’s legal team told TheWrap in a statement. “President Trump will always ensure that no one gets away with lying to the American People as he continues on his singular mission to Make America Great Again.”
While many observers viewed a settlement of Trump’s lawsuit as the final hurdle to clearing the Skydance deal for regulatory approval, both Paramount and FCC chairman Brendan Carr have said the settlement talks were unrelated to the agency’s review. The review is required due to a transfer of broadcast licenses.
Carr has warned that “all options remain on the table” in the agency’s investigation into alleged “news distortion” related to the Harris interview, including potentially revoking CBS’s broadcast license if the network is found to have violated the agency’s public interest standard.
The deal, which executives have said would close in the first half of 2025, is poised to trigger its second automatic 90-day extension next week, which would push the closing deadline to Oct 6. After that, both sides have the option of terminating the merger, which would not result in Paramount being on the hook for the agreement’s $400 million breakup fee.
When asked by reporters last month whether he sees the agency’s review being resolved soon, Trump replied: “I hope so. Ellison’s great, he’ll do a great job with it.”
While Trump’s lawsuit is now behind them, Sens. Bernie Sanders, Elizabeth Warren and Ron Wyden have previously issued a warning to Redstone that reaching a settlement in exchange for regulatory approval could violate federal anti-bribery laws.
The California State Senate has also launched an investigation into the matter and invited former “60 Minutes” executive producer Bill Owens and former CBS News president Wendy McMahon to testify.
Paramount’s settlement comes after Disney previously paid $15 million to settle a defamation lawsuit Trump brought against ABC News and star anchor George Stephanopoulos. Meta also paid $25 million to settle Trump’s lawsuit about being kicked off Facebook and Instagram after the attack on the Capitol on Jan. 6, 2021.
