(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.
(Reporting by Deborah Sophia in Bengaluru; Editing by Maju Samuel)
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