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Four directors re-elected, three others join board

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Trump settlement avoids uncertainty, distraction, co-CEO

says

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Paramount awaiting regulatory decision on Skydance Media

deal

(Adds details, statement from CEO about settlement with Trump)

By Dawn Chmielewski

LOS ANGELES, July 2 (Reuters) - Shareholders of

Paramount Global ( PARAA ), which is waiting for regulatory

approval to merge with Skydance Media, Wednesday elected all

seven directors to the company's board at its annual shareholder

meeting.

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 was 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 join the board, bringing the total

number of Paramount directors to seven.

A vote tally was not disclosed at the shareholder meeting.

On the eve of 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 to 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."

Co-CEO George Cheeks told investors the company chose to

settle the suit to avoid the "somewhat unpredictable cost" of

mounting a legal defense, and the risk of an adverse judgment

that could result in "significant financial as well as

reputational damage," as well as the disruption of an ongoing

legal battle.

"Settlement offers a negotiated resolution that allows

companies to focus on their core objectives rather than being

mired in uncertainty and distraction," Cheeks told investors.

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

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 approved proposals to increase

the number of shares of common stock and amend the equity plan

for outside directors.

Investors rejected a stockholder proposal submitted by

conservative think-tank National Center for Public Policy

Research that 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.