Viacom (VIAB) shareholders may send a message of no confidence over compensation issues when the company holds its annual meeting in Miami on Monday, even if they won't be able to force immediate change at the beleaguered media giant.
Two shareholder advisory groups recommended that investors withhold votes from the five members of Viacom's compensation committee for their role in increasing chief executive Philippe Dauman's 2015 salary by 22% in a year that the company's shares fell by 44%.
Dauman, a trustee of ailing 92-year-old chairman emeritus Sumner Redstone's trust, was installed as chairman over the objections of Redstone's daughter, who wanted a professional manager with no connections to the family to be named.
A Catholic missionary and a shareholder in Washington, D.C. submitted a proposal that shareholders vote to strike down the company's dual class voting share structure that gives Redstone unshakable control of the company.
Viacom's board opposed the missionary's proposal because it said it "believes that our dual-class capital structure has contributed, and continues to contribute, to our stability and long-term shareholder returns." Viacom's spokesman did not return an email seeking further comment.
Redstone owns 79.8 percent of Viacom's voting "A" shares through Redstone's family-owned National Amusements theater chain. The company signaled it backs Viacom's board candidates and opposes the shareholder proposal, making it impossible for Viacom to lose.
But a vote by a large percentage of shares not affiliated with Redstone would force its management to take action, say some governance experts.