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Sumner Redstone to Exit Viacom Board After Annual Meeting in February

Sumner Redstone will step down from the Viacom board of directors in February after the company holds its annual meeting, Viacom said Friday.

The move marks another milestone for the company that has been in turmoil for more than a year. Redstone, the controlling shareholder of Viacom and CBS, “will continue to participate in board meetings in a non-voting role,” Viacom said in a Securities and Exchange Commission filing. Redstone will remain chairman emeritus, the role he segued to last February after shareholders raised concerns about his status as chairman amid reports of his failing health.

Viacom set the 2017 meeting for Feb. 6 at its headquarters in New York. The company aims to get back on track after Sumner Redstone and daughter Shari Redstone earlier this week called off the proposed merger with CBS and named Viacom vet Bob Bakish as its permanent president and CEO. He also joined the board of directors on Dec. 12.

The filing detailed a salary package for Bakish in his role as acting CEO that would have been worth up to $12 million if he’d achieved the maximum cash bonus award. However, now that he’s been made permanent CEO he is expected to receive a new compensation package that will be revealed in the coming days.

Bakish was to have earned a annual salary of $2.5 million a year as president-CEO and another $2.75 million in his other role as CEO of Viacom’s Global Entertainment Group division. He would have been eligible for a $3.5 million cash bonus in his Global Entertainment Group role. In November, as Bakish became Viacom’s acting CEO, he received stock grants valued at $3.25 million.

Bakish’s compensation package is far slimmer than the largess afforded to former Viacom chairman-CEO Philippe Dauman in recent years. The filing confirms that Dauman earned $93 million in salary, stock and option awards in his final tumultuous year as CEO. That compares to $54.1 million in 2015 and $44.3 million in 2014.

Thomas Dooley, the former chief operating officer who spent about six weeks as interim CEO, ended his nearly 40 years at Viacom with compensation of $27.9 million, a little less than the $29.4 million he banked in 2015.

Viacom had already planned for a changing of the guard at the annual meeting with four incumbent board members stepping down. That process was hammered out in August as part of the settlement with Dauman. Amid conflict over the management and governance of the conglom that controls Paramount Pictures, MTV, Nickelodeon, VH1 and other media assets, the Redstones selected five independent directors to help reinvigorate the company.

Leaving the board after the meeting are George Abrams and Frederic Salerno, who were involved in litigation with Dauman against the Redstones; Blythe McGarvie and William Schwartz.

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