Paramount Skydance Stockholders Elect Ten-Member Board and Ratify Auditor Through Written Consent Action

Complete Board Slate Elected with Unanimous Shareholder Support

The ten individuals elected to Paramount Skydance's board of directors include 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. These directors were elected effective July 21, 2026, and will serve until the next annual election of directors by stockholders or until their respective successors are duly elected and qualified. The disclosure confirms that the action was taken by holders of 31,500,087 shares of Class A Common Stock, which the company stated represents 100.0 percent of the voting power of its outstanding capital stock.

The unanimous shareholder support for this particular slate demonstrates alignment between the company's ownership and the selected board composition. The written consent procedure allowed shareholders to act directly on governance matters without requiring a traditional stockholder meeting. This governance approach reflects the company's operational structure and capital organization as a media and entertainment corporation with multiple share classes.

Auditor Ratification and Financial Oversight

Through the same written consent action, Paramount Skydance shareholders ratified the audit committee's appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2026. The ratification of the auditor represents a standard element of corporate governance, ensuring that an external firm with appropriate qualifications oversees the company's financial reporting and audit functions. PricewaterhouseCoopers LLP is one of the "Big Four" accounting firms and operates under the regulatory framework established by the Public Company Accounting Oversight Board.

The reaffirmation of the auditor through shareholder action provides transparency regarding financial oversight mechanisms at Paramount Skydance. Investors monitor auditor changes or ratification actions as indicators of confidence in financial reporting processes and management integrity. The disclosure does not indicate any changes to audit committee composition or concerns regarding the previous auditor.

Paramount Skydance's Corporate Structure and Media Operations

Paramount Skydance Corporation operates as a major media and entertainment company with operations encompassing film and television production, streaming platforms, and related content distribution. The company's business model generates revenue through theatrical releases, television programming licensing, streaming subscription services, and advertising. Paramount Skydance's corporate structure includes multiple share classes, with this disclosure specifically addressing actions by Class A Common Stock holders, indicating a tiered voting structure common in media corporations.

The company's headquarters located at 1515 Broadway in New York reflects its positioning within the global entertainment industry hub. Paramount Skydance's operational scale and market presence require robust governance structures, comprehensive financial reporting, and continuous oversight by qualified board members and external auditors. The board composition disclosed in this announcement represents a mix of industry executives and independent directors with varying expertise across entertainment, finance, and corporate governance domains.

Written Consent Action as Governance Mechanism

Paramount Skydance shareholders utilized the written consent procedure to conduct the board election and auditor ratification without convening a physical or virtual stockholder meeting. This governance mechanism allows corporations to expedite certain shareholder actions when ownership unanimity or near-universal support exists. The disclosure indicates that 31,500,087 Class A shares participated in the written consent action, representing the complete voting power of the company's outstanding capital stock.

The use of written consent procedures reflects operational flexibility for companies managing significant shareholder bases and complex governance requirements. Investors and governance observers monitor the frequency and application of written consent actions as they may indicate either efficient management of routine matters or potential governance strategies. In this instance, the unanimous support level and straightforward nature of the actions suggest routine governance processes rather than contested or contentious matters.

Effective Date and Director Responsibilities

The announcement specifies that the ten elected directors became effective on July 21, 2026, one day following the shareholder action. This timing allows minimal transition period before new directors assume their fiduciary responsibilities and board committee assignments. The directors are obligated to serve until the next annual election of directors by stockholders or until their respective successors are duly elected and qualified, establishing a defined term for the current board slate.

Upon taking office, the board assumes responsibility for overseeing Paramount Skydance's strategic direction, financial performance, risk management, and compliance with regulatory requirements. Directors fulfill fiduciary duties to the corporation and its shareholders, including evaluation of management performance and approval of major corporate actions. The presence of both company-affiliated directors and independent directors contributes to board oversight balancing diverse perspectives and interests.

Shareholder Participation and Voting Power Concentration

The disclosure indicates that 31,500,087 Class A shares cast votes in the written consent action, representing 100.0 percent of the company's voting power. This complete participation level reflects either concentrated ownership among Class A shareholders or coordinated voting agreements. The company's dual-class capital structure, with Class A and Class B Common Stock (as noted in the securities registration information), is common among media and entertainment companies where founders or controlling shareholders maintain enhanced voting rights.

The level of shareholder participation disclosed represents an exceptionally high engagement rate for written consent actions. Investors analyzing governance quality typically examine whether significant shareholders demonstrate active involvement in directorship elections and auditor ratification. The 100 percent voting participation noted in this disclosure suggests coordinated or aligned shareholder interests, which contrasts with typical public company elections where substantial portions of shares remain unvoted.

Director Slate Composition and Industry Experience

The ten-member board includes executives with backgrounds spanning entertainment, technology, finance, and corporate governance. David Ellison brings industry-specific expertise as a principal figure within the entertainment sector. Other directors such as Safra A. Catz and John L. Thornton contribute significant financial and corporate experience from prior senior leadership roles. Sherry Lansing represents extensive entertainment industry background, while Barbara M. Byrne, Andrew Campion, Gerald Cardinale, Justin G. Hamill, Andrew Brandon-Gordon, and Paul Marinelli round out the slate with diverse professional backgrounds.

Board diversity across functional expertise, professional experience, and demographic backgrounds serves governance quality objectives. The announcement does not provide specific biographical details regarding each director's qualifications, tenure history, or committee assignments. Investors seeking detailed director information typically consult the company's most recent proxy statement or governance section of the annual report, which provide comprehensive biographical details, committee assignments, and independence determinations.

Financial Reporting Framework and Compliance

The ratification of PricewaterhouseCoopers LLP as independent auditor establishes the accounting firm responsible for conducting an audit of Paramount Skydance's financial statements and internal control over financial reporting. The auditor operates under standards established by the Public Company Accounting Oversight Board and the American Institute of Certified Public Accountants. This audit structure ensures that financial information disclosed to investors and regulators meets accepted accounting standards and reflects accurate representations of the company's financial condition.

Paramount Skydance, as a NASDAQ-listed company, must comply with Securities and Exchange Commission regulations requiring independent audits, quarterly and annual financial reports, and disclosure of material events. The appointment of a qualified independent auditor supports the company's ability to meet these disclosure obligations and provides investors with confidence in the reliability of reported financial results. The disclosure does not indicate any restatements, accounting disputes, or changes in audit scope or fees.

Regulatory Compliance and Securities Registration

The disclosure confirms that Paramount Skydance's Class B Common Stock trades on The Nasdaq Stock Market LLC under the ticker symbol PSKY. The company is not identified as an emerging growth company under Securities Act Rule 405 or Securities Exchange Act Rule 12b-2, indicating that it exceeds the asset or revenue thresholds that would qualify for emerging growth status. This classification requires the company to comply with all applicable NASDAQ listing standards and SEC disclosure requirements without reduced compliance burdens available to emerging growth companies.

The current report was signed by Makan Delrahim, Chief Legal Officer, on July 23, 2026, three days following the shareholder action. Paramount Skydance's principal executive offices are located in New York, New York, reflecting its position within the media and entertainment industry's primary geographic hub. The company's Commission File Number and IRS Employer Identification Number are maintained with SEC records, enabling investors and regulators to access historical filings and financial information through the SEC EDGAR system.

Investor Implications and Governance Outlook

The board election and auditor ratification represent routine governance actions affirming shareholder confidence in Paramount Skydance's leadership structure and financial oversight mechanisms. Investors monitoring corporate governance typically evaluate board turnover rates, director tenure, and independence levels as indicators of governance quality and potential strategic shifts. The announcement does not indicate departures from the prior board composition or material changes to governance policies.

The unanimous shareholder support and rapid implementation of governance actions suggest operational continuity for Paramount Skydance during the fiscal year 2026 period. Investors should monitor upcoming proxy statements and annual reports for detailed information regarding director compensation, committee assignments, and governance policies. The company's financial performance, content strategy, and competitive positioning within media and entertainment markets remain primary drivers of shareholder returns, separate from governance structure considerations.