LOS ANGELES, July 2 (Reuters) - Shareholders of

Paramount Global ( PARAA ), 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 ( PARAA ) 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.