By Dawn Chmielewski
LOS ANGELES (Reuters) -Shareholders of Paramount Global, which is waiting for regulatory approval to merge with Skydance Media, will decide Wednesday whether to re-elect four directors, following a recommendation to oppose their return to the company’s board.
Influential proxy adviser Institutional Shareholder Services advised clients to vote against the four directors standing for re-election, including the media company’s chair Shari Redstone, citing “a problematic capital structure.”
The recommendation is symbolic, because the Redstone family controls 77% of the voting shares of Paramount through a holding company, National Amusements, according to LSEG data.
Three new directors also have been nominated to join the board, which would bring the total number of Paramount directors to seven.
On the eve of the Paramount’s annual shareholder meeting, the company announced it had reached an agreement in principle to resolve a lawsuit filed by U.S. President Donald Trump, which sought $20 billion in damages.
The lawsuit alleged the network deceptively edited an interview that aired on its “60 Minutes” news program with then-vice president and presidential candidate Kamala Harris to “tip the scales in favor of the Democratic Party” in the election.
Under the terms of the settlement proposed by a mediator, Paramount will pay a total of $16 million, to be allocated to a future presidential library and cover fees and costs.
The settlement resolves all claims regarding any reporting by Paramount-owned CBS News, including the civil suit filed in Texas.
The company also agreed to release all future transcripts of interviews with U.S. presidential candidates, after the interviews air on “60 Minutes.”
The settlement does not include a statement of apology or regret.
Lawyers on Monday in a court filing had asked a judge in Texas to delay all proceedings until Thursday, saying the parties are engaged in “good faith, advanced, settlement negotiations”.
MERGER
CBS-parent Paramount Global is seeking approval from the Federal Communications Commission for its $8.4 billion merger with Skydance Media.
The company said its settlement with Trump “is completely separate from, and unrelated to, the Skydance transaction.”
FCC Chair Brendan Carr, who was named chair by Trump on January 20, said last week the commission was continuing to review the transaction. The FCC did not make a decision by the 180-day informal deadline in mid-May.
On Wednesday, shareholders will also vote on a proposal to increase the number of shares of common stock and amend the equity plan for outside directors.
A stockholder proposal submitted by conservative think-tank National Center for Public Policy Research has called on Paramount to prepare a public report detailing the risks associated with failing to explicitly prohibit discrimination on the basis of viewpoint or ideology in its employment policies.
(Reporting by Dawn Chmielewski; Editing by Christopher Cushing)
