Item 5.07 Submission of Matters to a Vote of Security Holders.
The final results of voting on each of the items presented at theParamount Global ("Paramount" or the "Company") 2023 Annual Meeting of Stockholders (the "Annual Meeting"), as certified by the Company's independent inspector of election, are set forth below. Each of the directors nominated pursuant to Item 1, as well as Item 2, Item 3 and the option of "Three Years" on Item 4, received the affirmative vote of the holders of a majority of the aggregate voting power of the Paramount Class A Common Stock present (whether in person or by proxy) and entitled to vote at the Annual Meeting, and was therefore approved pursuant to the Company's Amended and Restated Bylaws. Item 5 did not receive the affirmative vote of the holders of a majority of the aggregate voting power of the Paramount Class A Common Stock present (whether in person or by proxy) and entitled to vote at the Annual Meeting, and was therefore not approved pursuant to the Company's Amended and Restated Bylaws. As reported during the Annual Meeting, Item 6 was withdrawn by the stockholder proponent prior to the Annual Meeting. A total of 38,825,510 shares of Class A Common Stock, representing approximately 95.38% of the Class A shares outstanding on the record date, were represented at the Annual Meeting. Pursuant to the results of Item 4, the Company intends to hold an advisory vote on the compensation of its named executive officers (a "say-on-pay vote") every three years until the next required advisory vote on the frequency of holding the say-on-pay vote, which will occur at the Company's 2029 Annual Meeting of Stockholders. 1. Election of Directors: Broker For Against Abstentions Non-Votes Robert M. Bakish 36,701,720 155,350 15,793 1,952,647 Barbara M. Byrne 36,618,095 237,911 16,857 1,952,647 Linda M. Griego 36,522,915 333,051 16,897 1,952,647 Robert N. Klieger 36,705,726 150,799 16,338 1,952,647 Judith A. McHale 36,440,951 414,846 17,066 1,952,647 Dawn Ostroff 36,684,218 171,757 16,888 1,952,647 Charles E. Phillips, Jr. 36,740,940 114,921 17,002 1,952,647 Shari E. Redstone 35,983,443 874,131 15,289 1,952,647 Susan Schuman 36,741,782 115,076 16,005 1,952,647 Nicole Seligman 36,661,321 194,897 16,645 1,952,647 Frederick O. Terrell 36,617,749 239,590 15,524 1,952,647
2. Ratification of the appointment of
year 2023: For Against Abstentions 38,278,923 531,867 14,720 3. Advisory (non-binding) say-on-pay vote: For Against Abstentions Broker Non-Votes 35,520,037 1,309,172 43,654 1,952,647 4. Advisory (non-binding) vote on the frequency of holding the say-on-pay vote: One Year Two Years Three Years Abstentions Broker Non-Votes 1,358,730 24,100 35,452,178 37,855 1,952,647
-------------------------------------------------------------------------------- 5. Stockholder proposal requesting that our Board of Directors take steps to adopt a policy ensuring that the Board Chair is an independent director: For Against Abstentions Broker Non-Votes 1,052,273 35,775,778 44,812 1,952,647
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