June 24 (Reuters) - Proxy adviser Institutional
Shareholder Services said on Tuesday Paramount Global
shareholders should vote against the re-election of four
directors to the board, including the media company's chair
Shari Redstone.
A vote against their re-election is warranted as the
directors maintained a "problematic capital structure", ISS said
in a report dated June 23, recommending votes against Redstone
and governance committee members Barbara Byrne, Linda Griego and
Susan Schuman.
ISS also cited concerns with Paramount's executive pay plans
including what it called a "relatively large influence" of
individual performance on annual bonus payouts for recommending
votes against three of the directors, who serve on the company's
compensation committee.
Paramount is seeking to close its $8.4 billion merger with
Skydance Media, which is pending regulatory approval. The
company earlier this month nominated three new directors to its
board, and ISS has recommended a vote for the nominees.
Paramount is scheduled to hold its annual stockholder
meeting on July 2.