The leadership succession drama at Viacom (VIAB ) continues to grow following its annual meeting in Miami, where the company's 11-member board of directors was re-elected, a lead independent director role was created, and a move to make all shareholders' votes equal was dismissed. The meeting comes shortly after majority shareholder Sumner Redstone stepped down as chief executive amidst health problems (he was not even present at the annual meeting) and his daughter, Shari Redstone, publicly spoke out against the company's leadership structure which she perceives as having major conflicts of interest. The biggest decision to come out of the annual meeting is the controversial re-election of the 11-member board despite recommendations from the leading proxy advisory firm to vote against five of its members. While the decision was expected since Sumner Redstone controls 80% of voting shares, a Viacom spokesman stated that a strong majority of other shareholders also voted to approve all 11 members of the board, though exact figured have not yet been released.
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Sumner Redstone and Shari Redstone
Another move from the meeting made Frederic Salerno, a board member of the conglomerate and a retired CFO of Verizon (VZ ), the new lead independent director. While Salerno is the first to hold the position, the company's press release lists his responsibilities as coordinating the activities of the independent directors on Viacom's board as well as serving as liaison with the executive chairman and CEO. Salerno has been on Viacom's board since 2006, and also served on the board of CBS (CBS ), Sumner's other media company. The creation of this position appears somewhat as a response to the criticism that Viacom's board was too connected to Sumner Redstone's financial interests, whether also being a board member of his trust or a trusted financial advisor. But Salerno is not a perfect choice, as some see him as still too connected to Redstone despite being classified as an independent director. Salerno has been tightly connected to Redstone since one of Salerno's former companies helped Viacom successfully acquire now-struggling movie studio Paramount Pictures years ago.
The final significant decision was the move to reject a proposition that all shareholders would have equal voting rights. Currently, Viacom has Class A and Class B stocks, the latter of which are publicly traded. Only Class A stockholders have voting rights, which the company suggests was created for the company to survive market instability. Missionary Oblates of Mary Immaculate, a Roman Catholic congregation in Washington DC that owns 4,000 voting shares in Viacom, proposed a share recapitalization that would give every shareholder a vote for each stock they held. Predictably, the current Class A shareholders rejected the proposition in fear that their current stocks would lose value.
Viacom's annual meeting was predictably frustrating for many outside the company's tumultuous inner circle. It is clear that little change is on the horizon for the company, despite Sumner Redstone's failing health, but his daughter and current board member Shari Redstone still vows to move the company in a more independent, fiscally responsible position.