Paramount Global plans to shrink board to seven directors

Four board members at Paramount Global will step down amid reports that the entertainment giant controlled by Shari Redstone was discussing a merger with Skydance Media, the company disclosed in its proxy filing on Thursday.

Former Spotify executive Dawn Ostroff, Sony Entertainment ex-president Nicole Seligman, Redstone attorney Rob Klieger and investment banker Frederick Terrell will not stand for re-election at the company’s annual investor meeting on June 4.

That would reduce the company’s board to seven directors, from 11 currently, with nominees including controlling shareholder Shari Redstone and CEO Robert Bakish, Paramount said.

The company’s board is in exclusive merger talks with Skydance Media, which is led by CEO David Ellison, son of Oracle co-founder Larry Ellison, a source told Reuters earlier this month.

A potential deal will combine Paramount with the independent media house behind films such as “Top Gun: Maverick” and could help the company pay down some of its heavy debt load.

But Paramount shares have fallen nearly 5% this month, with some analysts saying investors might be disappointed by reported deal terms that would see a buyout of Redstone’s majority stake by Skydance but would leave Paramount as a public company.

Redstone’s National Amusements directly or indirectly owns 77% of the voting shares of Paramount, giving it control of the entertainment giant.

The Wall Street Journal had reported on Wednesday that at least one of the departing board members at Paramount had expressed concern over the deal.

Paramount also attracted other suitors, including private equity firm Apollo Global Management sources had told Reuters.

The company has been grappling with a soft advertising market, the fallout from last year’s strikes by Hollywood writers and actors and cord-cutting, which is eroding profit at its TV business. Reuters