Yahoo Finance Four Paramount Global Board Members to Exit Amid Skydance M&A Talks
Four members of Paramount Global’s current 11 board of directors will step down as the company has stepped up M&A talks with Skydance Media.
The four directors — Dawn Ostroff, former chief content and advertising business officer of Spotify; Nicole Seligman, former president of Sony Entertainment; Frederick Terrell, vice chairman of investment banking at Wells Fargo; and Rob Klieger, partner at Hueston Hennigan LLP, who had served as legal counsel to Sumner Redstone — will not stand for reelection at Paramount Global’s annual meeting, set for June 4. The company did not provide an explanation for or an exact timeline of their departures, which was disclosed in a proxy statement Thursday with the SEC.
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Ostroff, Seligman and Terrell are among the directors on Paramount Global’s special committee established to consider M&A proposals. At least one of the departing directors “expressed concerns about the potential Skydance deal,” the Wall Street Journal reported Wednesday, citing anonymous sources, in a story on the expected exit of the four board members.
The Paramount Global board has proposed the reelection of the remaining seven directors: CEO Bob Bakish; Shari Redstone, the non-executive chair of Paramount Global and its controlling shareholder; Barbara Byrne, Linda Griego, Judith McHale, Charles Phillips Jr. and Susan Schuman.
Regarding the 2024 director nomination process, the Paramount Global board’s nominating and governance committee “reviewed the current composition of the board in light of the considerations set forth in its charter and our guidelines related to board composition,” the company said in the proxy filing. “In addition, the committee considered input received from the board members on board composition, the directors’ qualifications and any special circumstances that the committee deemed to be important in its determination.”
The news comes after Redstone last week entered into an exclusive 30-day negotiating period with David Ellison’s Skydance Media production company. Under the proposed deal, Redstone would sell her stake in National Amusements Inc., which holds 77% of the voting shares in Paramount Global, to Skydance, whereupon Skydance would merge with Paramount Global in an all-stock deal that would value Skydance at $5 billion, per an earlier WSJ report, with Paramount Global remaining a publicly traded company. Redstone would receive $2 billion from the Skydance-NAI transaction. Ellison and his partners at private-equity firm RedBird Capital are set to meet next week with Paramount Global management to begin due diligence on the company, CNBC reported earlier Thursday.
Paramount and Skydance have worked together for more than a decade as partners on such film franchises as “Mission: Impossible” and “Transformers” as well as 2022’s “Top Gun: Maverick.”
Other bidders for Paramount Global have included Apollo Global Management, which made an all-cash bid of more than $27 billion (including assumption of debt) in late March for the entirety of the media company. The special committee established by Paramount Global’s board declined to engage with Apollo’s offer in favor of working out a deal with Ellison and Skydance’s partners.
Paramount Global’s assets include Paramount Pictures; the CBS network and owned local stations; cable networks including Comedy Central, BET, MTV and Nickelodeon; and the direct-to-streaming business housing Paramount+ and Pluto TV.
Meanwhile, Bakish saw his overall compensation for 2023 drop 2.5%, to $31.26 million, according to the proxy filing. His pay package last year included a $3 million base salary, $15.5 million in stock awards and a $12.4 million cash bonus.
The Paramount Global board’s compensation committee said in the filing, “Mr. Bakish continued to provide strategic leadership and management for our company during a time of tremendous challenges and opportunities.” Bakish and his senior team “continued the disciplined execution of our strategy to deliver world-class content that drives advertising, subscription, and licensing revenue streams, creating value for our partners and shareholders,” the committee said.
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