Paramount Skydance Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-12-27: Form 8-K; Period of report 2024-12-20; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
- 2024-12-11: Form 8-K; Period of report 2024-12-05; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2024-11-21: Form 8-K; Period of report 2024-11-15; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2024-11-14: Form 8-K; Period of report 2024-11-14; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-12-27 | 8-K | 2024-12-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 In connection with the transactions contemplated by the Transaction Agreement, dated as of July 7, 2024, among Paramount Global (the “Company”), Skydance Media, LLC, New Pluto Global, Inc. and the other parties thereto (the “Transaction Agreement”), certain of the Company’s employees may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended, including the Company’s current named executive officers and the executives comprising the Company’s Office of the Chief Executive Officer (the “Impacted Executives”). 8.01 •For Brian Robbins, Office of the Chief Executive Officer, and President and Chief Executive Officer of Paramount Pictures and Nickelodeon, the immediate vesting and settlement in shares of the Company’s Class B Common Stock of (i) 256,732, 256,732 and 184,567 RSUs previously granted to him and scheduled to vest in calendar years 2025, 2026 and 2027, respectively, and (ii) 215,276 PSUs with performance periods ending in calendar years 2026 and 2027, for which performance-based vesting conditions would otherwise be deemed achieved at target performance for purposes of the conversion of the PSUs pursuant to the Transaction Agreement. | para-20241220.htm |
| 2024-12-11 | 8-K | 2024-12-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 5, 2024 (the “Effective Date”), Paramount Global (the “Company”) entered into an agreement (the “Agreement”) with Doretha F. Lea, the Company’s Executive Vice President, Global Public Policy and Government Relations, effective as of the Effective Date, extending her term of employment through December 31, 2028. | para-20241205.htm |
| 2024-11-21 | 8-K | 2024-11-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Pursuant to the Transaction Agreement, dated as of July 7, 2024, by and among Paramount Global (the “Company”), Skydance Media, LLC, New Pluto Global, Inc. and the other parties thereto (the “Transaction Agreement”) and in connection with the transactions contemplated thereby (the “Transactions”), on November 15, 2024, the Compensation Committee of the Company’s Board of Directors adopted a cash-based transaction award program pursuant to the Transaction Agreement (the “Transaction Award Program”). | para-20241115.htm |
| 2024-11-14 | 8-K | 2024-11-14 | 8.01 Other Events | 8.01 On November 14, 2024, Paramount Global completed the previously announced sale of its entire 13.01% equity interest in Viacom 18 Media Private Limited to Reliance Industries Limited, for an aggregate purchase price of $508 million (which we expect to produce estimated net proceeds of $456 million). | para-20241114.htm |
| 2024-11-08 | 8-K | 2024-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2024, Paramount Global issued a press release announcing earnings for the third quarter ended September 30, 2024. | d869970d8k.htm |
| 2024-10-18 | 8-K | 2024-10-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 14, 2024, Charles E. Phillips, Jr., a member of the Board of Directors (the “Board”) of Paramount Global (the “Company”), notified the Company of his resignation from the Board, effective October 31, 2024. | para-20241014.htm |
| 2024-10-15 | 8-K | 2024-10-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2024, on April 29, 2024, the Board of Directors (the “Board”) of Paramount Global (the “Company”) established the Company’s Office of the Chief Executive Officer (“Office of the CEO”), effective as of May 1, 2024, consisting of the following three senior company executives: George Cheeks, President and Chief Executive Officer of CBS; Chris McCarthy, President and Chief Executive Officer, Showtime/MTV Entertainment Studios and Paramount Media Networks; and Brian Robbins, President and Chief Executive Officer of Paramount Pictures and Nickelodeon (each, a “co-CEO”). 8.01 On October 8, 2024, the Committee also approved, for each of Mr. Cheeks and Mr. Robbins in their respective capacities as co-CEO, the same changes to compensation as are described in Item 5.02 above for Mr. McCarthy. | para-20241008.htm |
| 2024-08-27 | 8-K | 2024-08-26 | 7.01 Regulation FD Disclosure | 7.01 On August 26, 2024, the Special Committee of Paramount Global’s Board of Directors issued the press release attached hereto as Exhibit 99. | para-20240826.htm |
| 2024-08-22 | 8-K | 2024-08-21 | 7.01 Regulation FD Disclosure | 7.01 On August 21, 2024, the Special Committee of Paramount Global’s Board of Directors issued the press release attached hereto as Exhibit 99. | para-20240821.htm |
| 2024-08-08 | 8-K | 2024-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2024, Paramount Global issued a press release announcing earnings for the second quarter ended June 30, 2024. | d882064d8k.htm |
| 2024-08-07 | 8-K | 2024-08-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 1, 2024, Paramount Global (“Paramount”) entered into an amendment no. | d870058d8k.htm |
| 2024-07-11 | 8-K | 2024-07-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d860362d8k.htm |
| 2024-07-08 | 8-K | 2024-07-07 | 7.01 Regulation FD Disclosure | 7.01 On July 7, 2024, Paramount Global (“Paramount”) and Skydance Media, LLC, a California limited liability company (“Skydance”), issued the joint press release attached hereto as Exhibit 99.1, announcing the entry into a definitive agreement to merge the companies. | para-20240707.htm |
| 2024-06-21 | 8-K | 2024-06-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 28, 2024, Christa A. D’Alimonte, Executive Vice President, General Counsel and Secretary, will be leaving Paramount Global (the “Company”). | para-20240616.htm |
| 2024-06-10 | 8-K | 2024-06-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 7, 2024, Paramount Global (the “Company”) entered into an agreement with Nancy Phillips, the Company’s Executive Vice President, Chief People Officer (the “Phillips Agreement”), which amends her employment agreement to (1) extend her term of employment through June 4, 2027, (2) increase her annual base salary to $1,000,000, effective as of June 4, 2024 (the “Effective Date”), (3) increase her target annual cash bonus under the Company’s Short Term Incentive Plan to 120% of her annual base salary, effective as of the Effective Date and subject to the achievement of performance goals established by the Compensation Committee of the Company’s Board of Directors (the “Committee”), and (4) increase the target value of her annual grants of equity compensation under the Company’s Long Term Incentive Plan (“LTIP”) to $1.8 million, beginning with the annual grants for the 2025 fiscal year. | para-20240607.htm |
| 2024-06-10 | 8-K/A | 2024-04-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 As previously disclosed in our Current Report on Form 8-K filed with the Securities Exchange Commission (the “SEC”) on May 3, 2024 (the “Original Form 8-K”), on April 29, 2024, the Board of Directors (the “Board”) of Paramount Global (the “Company” or “Paramount Global”) established an Office of the CEO, consisting of the following three senior company executives: George Cheeks, President and Chief Executive Officer of CBS; Chris McCarthy, President and Chief Executive Officer, Showtime/MTV Entertainment Studios and Paramount Media Networks; and Brian Robbins, President and Chief Executive Officer of Paramount Pictures and Nickelodeon. 8.01 On June 4, 2024, in connection with their appointments to the Office of the CEO, the Committee also (1) designated each of Mr. Cheeks and Mr. Robbins as a participant in the Plan, pursuant to which each executive has a severance multiple under the Plan of two and a benefit continuation period of 24 months, and (2) for the period that they serve in the Office of the CEO, and for their performance of such service, awarded each of Mr. Cheeks and Mr. Robbins a target annual cash bonus of $2,750,000 under the STIP, prorated for the portion of the current fiscal year that such executive serves in the Office of the CEO. | para-20240429.htm |
| 2024-06-07 | 8-K | 2024-06-04 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On June 4, 2024, the Board of Directors of Paramount Global (“Paramount” or the “Company”) approved an amendment and restatement of Paramount’s bylaws (as amended and restated, the “Bylaws”). 5.07 The final results of voting on each of the items presented at the Annual Meeting, as certified by the Company’s independent inspector of election, are set forth below. | para-20240604.htm |
| 2024-05-03 | 8-K | 2024-04-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 29, 2024, the Board of Directors (the “Board”) of Paramount Global (the “Company” or “Paramount Global”) established an Office of the CEO, consisting of the following three senior company executives: George Cheeks, President and Chief Executive Officer of CBS; Chris McCarthy, President and Chief Executive Officer, Showtime/MTV Entertainment Studios and Paramount Media Networks; and Brian Robbins, President and Chief Executive Officer of Paramount Pictures and Nickelodeon. | para-20240429.htm |
| 2024-04-29 | 8-K | 2024-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2024, Paramount Global issued a press release announcing earnings for the first quarter ended March 31, 2024. | d788256d8k.htm |
| 2024-04-29 | 8-K | 2024-04-29 | 8.01 Other Events | 8.01 On April 29, 2024, Paramount Global issued the press release filed herewith as Exhibit 99. | para-20240429.htm |
| 2024-03-13 | 8-K | 2024-03-13 | 8.01 Other Events | 8.01 On March 13, 2024, certain subsidiaries of Paramount Global (“Paramount”) entered into a transfer agreement (the “Sale Agreement”) with Reliance Industries Limited (“Reliance”), pursuant to which the Paramount subsidiaries agreed to sell, and Reliance agreed to purchase, the Paramount subsidiaries’ entire 13.01% equity interest in Viacom 18 Media Private Limited (“Viacom18”) for an aggregate purchase price of 42,86,00,00,000 Indian rupees, which is equivalent to approximately $517 million based on the current foreign exchange rate (the “Transaction”). | para-20240313.htm |
| 2024-02-28 | 8-K | 2024-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2024, Paramount Global issued a press release announcing earnings for the fourth quarter and year ended December 31, 2023. | d757936d8k.htm |