Paramount Global filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PARAA
Broadcasting
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2024
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
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”). The purpose of the awards under the Transaction Award Program (each, a “Transaction Award”) is to ensure the successful operation of the Company during the period prior to the completion of the Transactions and to promote the retention of certain key employees through the closing date of the Transactions (the “Closing Date”). Payment of each Transaction Award is conditioned on closing of the Transactions.
Doretha F. Lea, Executive Vice President, Global Public Policy and Government Relations, and Nancy Phillips, Executive Vice President, Chief People Officer, each have been awarded the opportunity to receive payment of a $1,000,000 Transaction Award on the Closing Date, representing 100% of the applicable executive’s annual base salary as of November 15, 2024, subject to the terms and conditions described in the recipients’ Transaction Award Program participant letter agreement (the “Award Letter”).
The foregoing description of the Transaction Award Program does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Award Letter, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit Number | Description of Exhibit | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PARAMOUNT GLOBAL | ||||||||
| By: | /s/ Caryn K. Groce | |||||||
| Name: | Caryn K. Groce | |||||||
| Title: | Executive Vice President, | |||||||
| Acting General Counsel and Secretary | ||||||||
Date: November 21, 2024