Viacom Holders Approve Directors After Tough Year
June 04 2009 - 2:05PM
Dow Jones News
Shareholders cast about 97% of their votes in support of Viacom
Inc.'s (VIA) slate of directors on Thursday as the media
conglomerate's top executives acknowledged shareholders' recent
pain and promised future stock gains.
Viacom, which is controlled through a dual-class share structure
by media mogul Sumner Redstone, saw its stock lose over half its
value last year as Wall Street buckled under the U.S. mortgage
crisis and the media industry grappled with threats to its
longstanding business models by the rise of the Internet.
Redstone, Viacom's chairman, said the economic downturn is the
worst in decades, but he said history shows that adversity breeds
opportunity and that Viacom will be able to capitalize on those
opportunities.
He didn't address the status of the debt restructuring at his
privately held company, National Amusements Inc., which was forced
to sell a portion of its non-voting stake in Viacom and CBS Corp.
(CBS) last fall after its decline in value tripped loan covenants
on the company debt burden.
The company recently announced it had reached an agreement with
lenders on the restructuring, tamping down speculation that more
stock sales are in store, and National Amusements is in the process
of selling a portion of its movie-theater chain to raise cash.
Viacom Chief Executive Philippe Dauman said the company's stock
declines were mainly caused by the economic downturn, but he
conceded that ratings weakness at some of its cable networks as
well as soft advertising revenue were also a factor.
He pointed to upcoming releases of iconic film franchises, such
as Transformers, from its Paramount Pictures studio as well as the
popularity of TV shows, such as South Park, as reason for optimism.
He also highlighted the success of its music video game, Rock Band,
saying it's a franchise that will generate profit growth over
time.
Dauman and Redstone have both received criticism for their 2008
compensation packages, which included increases in take-home salary
and cash bonuses for the year, as Viacom shares declined sharply.
Proxy advisory firm Glass Lewis & Co. gave the company an "F"
grade for its compensation practices, concluding that "the company
paid significantly more compensation to its top executives but
performed worse than its peers."
The firm advised shareholders to withhold support for five of
the company's 11 directors, including three members of its
compensation committee and its chief financial officer, Thomas
Dooley, saying the board's oversight of financial controls is
likely to be more complicated and less rigorous with an executive
in his position on the board. It noted that two of the directors
served on the board of Bear Stearns & Co. prior to the
investment bank's collapse last year.
Glass Lewis also noted that National Amusements controls 81.6%
of Viacom's voting shares, ensuring the election of the directors
with its full support.
A non-voting shareholder, Roberta Crown, was the sole questioner
of the board at Thursday's meeting, asking "What are [the
shareholders] getting?"
She noted that Viacom shares have only lost ground since the
company was separated from CBS at the end of 2005 in a bid to
rejuvenate its faltering stock price, and the company pays no
dividends.
"We're building value for the long term and our shareholders
will be rewarded," Dauman said. "We're outperforming the S&P
500 by a wide margin so far this year. Let's hope that
continues."
Viacom shares, which are up 62% from their March low, recently
traded at $23.99, down 16 cents.
-By Nat Worden, Dow Jones Newswires; 201-938-5216;
nat.worden@dowjones.com