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, standing with the newly nominated trio of attorney Mary Boies, ex-judge Roanne Sragow Licht and venture capitalist Charles Ryan.
The meeting has been scheduled as Paramount’s long-gestating $8 billion merger remains in legal and regulatory limbo. Paramount shareholders are not required to approve the Skydance deal given Redstone’s control of the company, but they do get a chance to evaluate all board members and determine whether they gain additional one-year terms.
Redstone is on the ballot along with Barbara Byrne, Linda Griego, and Susan Schuman at the company’s annual meeting. ISS urged shareholders not to approve those four directors, who are all on the board’s executive compensation committee. The firm cited the company’s “problematic capital structure” and what it felt were flaws in its executive pay scheme.
Paramount and Skydance had projected their merger would close by June 30, but that was before the 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.
