Paramount Confirms That Board Participants Will Step Down at Annual Assembly Amid Skydance Deal Talks

Morning time Ostroff, Shari Redstone and Nicole Seligman

Jamie McCarthy/Getty Photographs; Tasos Katopodis/Getty Photographs; Scott Olson/Getty Photographs

4 board contributors at Paramount World will step apart as talks proceed with the David Ellison-led Skydance Media, the corporate showed Thursday in its proxy submitting.

Morning time Ostroff, Nicole Seligman, Frederick Terrell and Rob Klieger will all leave the corporate’s board in the following few months, with Paramount telling shareholders in its annual proxy submitting that they wouldn’t be status for reelection. Paramount’s annual assembly has been scheduled for June 4, it’s not in an instant transparent when the administrators will depart the corporate.

Ostroff simplest joined the board a 12 months in the past. Within the submitting, the corporate mentioned that the seven board nominees can be Robert M. Bakish, Barbara M. Byrne, Linda M. Griego, Judith A. McHale, Charles E. Phillips Jr., Shari E. Redstone and Susan Schuman.

Paramount — managed by way of non-executive chair Redstone by the use of her circle of relatives’s Nationwide Amusements Inc. retaining corporate — is in unique talks with Skydance a few sale that may see the Ellison corporate achieve NAI and due to this fact merge with Paramount.

Paramount reportedly grew to become down an all-cash bid from non-public fairness large Apollo in desire of the Skydance talks, sparking worry from some third-party shareholders.

Seligman, Ostroff and Terrell all serve at the Paramount board’s impartial committee tasked with comparing gives. It isn’t transparent if their departures will affect the ones talks, or have been because of the ones talks.

Within the proxy submitting, Paramount merely famous that it used to be nominating seven other people to be administrators at this 12 months’s annual assembly, and that “efficient as of the Annual Assembly, the scale of the Board might be decreased to seven administrators” from the present 11.

The proxy submitting additionally disclosed Paramount’s best government pay programs, with CEO Bakish incomes $31.3 million in 2023, together with a $3.1 million wage, $15.5 million in inventory awards, and $12.4 million in non-equity incentive comp. That used to be down quite from $32 million a 12 months previous.

Bakish’s repayment bundle had totaled $20 million in 2021, adopted by way of a bounce in 2022 because of a $16 million inventory awards grant.

CFO Naveen Chopra had a repayment bundle of $8 million in 2023, up quite from $6.5 million the 12 months prior.

Early this 12 months, Bakish recommended his workforce to prioritize “managing prices” and profits expansion in 2024. The CEO later made issues respectable, unveiling plans for activity discounts within the U.S., an estimated 800 consistent with resources, and cuts in another country through the years.

Paramount’s inventory dropped in 2023 to the music of 17 %.