Viacom, National Amusements Settle All Disputes, Philippe Dauman To Resign

Viacom (VIA) announced late Saturday an agreement with National Amusements, members of the Redstone family, and related parties settling all disputes among them. Under the terms of the settlement, which have been unanimously approved by the boards of Viacom and NAI, all lawsuits among them will be terminated, and Viacom will create an expanded board to include the five Viacom directors elected in June by NAI.

Philippe Dauman will resign immediately as president and CEO of Viacom and will be succeeded by Thomas Dooley, who will serve as interim president and CEO through September 30, the end of Viacom's fiscal year, by which time the board, working with Dooley, will make a decision on succession plans. Dooley has been COO of Viacom since 2010. Dauman will remain as non-executive chairman of Viacom through September 13.

The new board will then select a successor for chairman. Sumner Redstone will remain chairman emeritus and Shari Redstone will remain non-executive vice chair. Once Dauman departs, the board will consist of 15 directors. The five new Viacom board members elected by NAI are Kenneth Lerer, Thomas May, Judith McHale, Ron Nelson and Nicole Seligman. Seligman will head the Governance and Nominating Committee, Nelson will head the Audit Committee and McHale will head the Compensation Committee. The five new directors will comprise a majority of each committee.

"Dooley will work closely with the new board to develop a financial and strategic plan to position Viacom for future success... In his remaining time as non-executive chairman, Dauman will have the opportunity to present a proposal on the previously announced exploration of a potential sale of a minority equity stake in Viacom's Paramount Pictures film unit, for consideration by the expanded Viacom board.

A provision adopted in June by NAI remaining in effect would require unanimous agreement by the board for the completion of the sale of an interest in Paramount," the company added. "These changes will enable the company to embark swiftly on a strategy that strengthens its position as an industry leader," remarked Ms. Redstone.

Disclosure: None.

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