Shari Redstone Receives Fewest Votes in Paramount Board Election

The media conglomerate’s controlling shareholder also received the most ‘against’ votes as she weighs Skydance Media takeover

shari redstone
Shari Redstone (Getty Images)

Paramount Global’s non-executive chairwoman Shari Redstone received 32.2 million votes in favor – the lowest of any director – during the company’s board election at its annual meeting.

According to the results, released in an SEC filing on Friday, Barbara Byrne received the most votes in favor at 32.9 million, followed by Linda Greigo at 32.46 million, Judith McHale at 32.4 million and Susan Schuman and Charles E. Phillips Jr. at 32.39 million.

Additionally, Redstone received the most “against” votes at 905,254, compared to 785,311 for Schuman, 777,419 for Phillips Jr., 767,158 for McHale, 714,958 for Griego and 265,151 for Byrne.

A total of 39,138,999 shares of Class A Common Stock, representing approximately 96.16% of the Class A shares outstanding, were represented at the annual meeting.

The results come as Redstone is weighing whether to accept a takeover offer from David Ellison’s Skydance Media.

Under the two-step plan, Skydance would acquire Redstone’s holding company National Amusements, which controls 77% of Paramount’s class A voting stock and 5.2% of its class B common stock. The second step would then see Skydance merge with Paramount to create a combined company.

The offer, which has received support from Paramount’s independent special committee evaluating bids, has been revised multiple times in an effort to win over the company’s class B shareholders who have argued that that the Skydance deal would prioritize Redstone at the expense of the rest of the company’s investors.

Four board members stepped down at the annual meeting, including three — Dawn Ostroff, Nicole Seligman and Frederick Terrell — who were members of the committee. The fourth member of the board, Rob Klieger, was not part of the special committee and is Redstone’s longtime attorney.

In addition to Skydance, Sony Pictures Entertainment and Apollo Global Management, who submitted a joint $26 billion all-cash offer in May that would see the former take a majority stake and operational control and the latter take a minority stake. The New York Times reported that they have signed NDAs to conduct due diligence, but have since backed away from the original offer. Creatives in Hollywood have expressed a preference for the Skydance deal over the joint bid, which could also face regulatory scrutiny from the FCC related to limitations on foreign ownership and national television ownership. 

Redstone has also received two expressions of interest for National Amusements, including one from “Baby Geniuses” producer Steven Paul, an individual familiar with the matter told TheWrap. That bid is backed by a group of investors including John Paul DeJoria, the billionaire co-founder of Patrón tequila and Paul Mitchell hair care products, according to Bloomberg.

In an interview with the outlet, DeJoria said he would look to “promote positive information” on CBS’ stations, adding that there isn’t one that’s “non-political.” Paul and DeJoria’s group, who are being advised by Rockefeller Capital Management, reportedly made an offer several weeks ago that is more than the $2.25 billion from Skydance but less than $3 billion.

The second is from former Warner Music Group CEO and chairman Edgar Bronfman Jr., who is looking to offer between $2 billion and $2.5 billion for National Amusements, according to the Wall Street Journal. That bid is reportedly backed by private-equity firm Bain Capital.

Representatives for Paul, DeJoria, Bronfman Jr. and Bain Capital did not immediately return TheWrap’s request for comment. A representative for Rockefeller Capital Management declined to comment.

There’s also the option that Redstone lets Paramount go it alone under the new strategy laid out by its Office the CEO to reduce its $14.6 billion in long-term debt, return to investment grade metrics after a credit downgrade to junk status, and drive revenue and earnings growth. That plan includes partnerships in streaming, $500 million in cost cuts and divesting assets.

The group, which is made up of executives Brian Robbins, Chris McCarthy and George Cheeks, replaced former CEO Bob Bakish in April.

Redstone’s difficult decision comes as Paramount shares have slipped 26% in the past six months, 16% year to date and 27% in the past year.

Comments

One response to “Shari Redstone Receives Fewest Votes in Paramount Board Election”

  1. Tarhib IT Limited Avatar

    Thank you for the update on the Paramount board election. It’s interesting to see the dynamics at play within the company. Appreciate the insightful article!

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