### Paramount Global's Annual Shareholder Meeting Signals Potential Delays in Skydance Media Merger

Paramount Global has announced its annual shareholder meeting will take place on July 2, 2025, continuing a series of indications that its merger with Skydance Media may not conclude as previously expected. Paramount had projected the $8 billion deal to finalize in the first half of 2025, but that window is quickly closing as regulatory hurdles persist.

Despite controlling significant shares through Non-Executive Chairwoman Shari Redstone and her family, making a shareholder vote unnecessary for the merger, the finalization has been stalled awaiting the Federal Communications Commission's (FCC) approval. The review process has hit several speed bumps, notably influenced by former President Donald Trump's ongoing legal battles with CBS and "60 Minutes." Trump has filed a $20 billion lawsuit against the news magazine, which continues to cloud the FCC's evaluation of the merger. Although FCC Chair Brendan Carr, a Trump appointee, insists the lawsuit and merger should be considered separately, progress has been sluggish.

In preparation for the upcoming July 2 meeting, Paramount disclosed in an updated proxy filing that the meeting will be held virtually at 9 a.m. ET. Shareholders will vote to expand the board by adding three new directors: attorney Mary Boies, former judge Roanne Sragow Licht, and venture capitalist Charles Ryan. Including existing members like Shari Redstone, Barbara Byrne, Linda Griego, and Susan Schuman, the board will grow to seven directors, up from the reduced number of four directors last year.

The prolonged process is also impacted by previous directors stepping down as the merger plan came into focus, with four directors resigning before the 2024 shareholder meeting. The next key date after July 2 is July 7, which marks the start of a second 90-day extension to wrap up the deal, extending the timeline into October.

Throughout this time, Paramount's co-CEOs George Cheeks, Chris McCarthy, and Brian Robbins have maintained operational control, an unusual arrangement intended to navigate the complexities of the merger. They noted Paramount's significant achievements in a shareholder letter, highlighting a "transformative year" in 2024 despite the challenging economic and industry landscape.

Additionally, multiple shareholder actions related to the merger are still pending in Delaware Chancery Court, including cases brought by New York and Rhode Island pension funds. While an action by Mario Gabelli's GAMECO against National Amusements was dismissed, potential further litigation from Class B shareholders looms if the merger goes through. Class A shares, which carry super voting rights, give Redstone nearly 80% control of the company, a point of contention for many Class B shareholders who feel marginalized in the negotiation process.