Paramount Skydance seated its entire board by written consent, with no shareholder meeting
There was no meeting. Paramount Skydance elected ten directors on July 20 by written consent, and disclosed it in a Form 8-K filed on July 23. The consent was given by holders of 31,500,087 shares of Class A common stock, which the filing describes as representing 100.0 percent of the voting power of the company's outstanding capital stock. The elections took effect on July 21.
The board named in the filing is David Ellison, Andrew Brandon-Gordon, Barbara M. Byrne, Andrew Campion, Gerald Cardinale, Safra A. Catz, Justin G. Hamill, Sherry Lansing, Paul Marinelli and John L. Thornton. Each serves until the next annual election of directors by stockholders or until a successor is elected and qualified. The same written consent ratified the appointment by the audit committee of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2026.
The filing's cover page carries the detail that makes the rest of it work. The only security registered under Section 12(b) is the Class B common stock, par value $0.001, which trades on Nasdaq as PSKY. The Class A shares that supplied the consent are not listed.
The timing places it inside a difficult fortnight for the company. A federal judge in the Northern District of California granted a temporary restraining order on July 20 that halted Paramount Skydance's $110bn acquisition of Warner Bros. Discovery, at the request of a coalition of 12 state attorneys general, with a hearing on a longer preliminary injunction set for August 3. The 8-K makes no reference to the merger and addresses only the consent. It was signed by Makan Delrahim, the company's chief legal officer.
