Sumner Redstone to Leave Voting Role on Viacom Board, Keep Chairman Emeritus Title

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"Redstone will continue to participate in meetings of the board in a non-voting role," according to a regulatory filing.

Viacom said in a regulatory filing on Friday that chairman emeritus and controlling shareholder Sumner Redstone will leave the company's board as of the annual shareholder meeting in February.

The filing showed 10 nominated board members that shareholders get to confirm in the Feb. 6 meeting at the company's New York headquarters. 

They are chairman Thomas May, vice chair Shari Redstone, CEO Bob Bakish, Nicole Seligman, Deborah Norville, Charles E. Phillips, Jr., Ronald Nelson, Judith McHale, Kenneth Lerer and Cristiana Falcone Sorrell. The board currently has 15 members. In addition to Redstone, the directors set to leave as of the annual meeting are George Abrams, Frederic Salerno, Blythe McGarvie and William Schwartz.

"Sumner M. Redstone is chairman emeritus of the company and following our annual meeting, Mr. Redstone will continue to participate in meetings of the board in a non-voting role," the filing said.

A source said Redstone requested that he not be re-nominated as a voting member of the board. “Viacom is indebted to Sumner Redstone for his decades of extraordinary leadership," said a rep. "Our directors are grateful for his continued dedication to the company and his contributions as chairman emeritus.”

Redstone, 93, has been scaling back his role, leaving the chairman role to become chairman emeritus earlier this year. The Redstones' National Amusements, through which they control about 80 percent of the voting shares of Viacom and CBS Corp., earlier this week asked the companies to stop looking at a recombination. Bakish later that day was elevated from acting CEO to permanent CEO.

Bakish is working on a plan to reinvigorate Viacom and its performance with a focus on Paramount Pictures, MTV in the U.S. and relationships with TV distributors in the U.S.

Friday's filing listed the compensation for Viacom's top-paid corporate officers of the latest fiscal year, which ended Sept. 30. Redstone's pay wasn't listed. The list was led by former CEO Philippe Dauman, who made $93.0 million, including his $58.4 million exit package, compared with $54.2 million for the previous year. Dauman’s pay was prorated to Aug. 18 when he departed in a deal with the Redstones. His $9.7 million bonus was well below the $20 million target.

Tom Dooley, who took over as interim CEO following Dauman's forced exit after serving as COO, earned $27.9 million in the fiscal year, down 5 percent from the previous year. But he also got a $58.2 million exit package after the end of the fiscal year for leaving in mid-November when Bakish took over.

Friday's regulatory filing also mentioned that Bakish's compensation for his role as acting CEO would have been up to $12 million. His new pay package for his new position as permanent CEO is expected to be revealed later.

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