Viacom named long-time executive Robert Bakish as acting president and CEO, taking over for the current temporary chief – Thomas Dooley – effective Nov. 15.

Bakish has been with Viacom since 1997, the past 10 years as head of the programmer's international business. In his new role Bakish will focus on investing in and developing new content, expanding distribution and pursuing strategic opportunities om Viacom’s core businesses.

In addition Viacom said Bakish also will become president and CEO of Viacom Global Entertainment Group, a new unit that will house Viacom’s International Media Networks division with the company’s Music and Entertainment Group, which includes MTV, Comedy Central, VH1, Spike and Logo. In addition, TV Land and CMT will join the Global Entertainment Group portfolio under Bakish.

Viacom’s Kids and Family Group will be renamed the Nickelodeon Group and BET Networks, home of leading brands among African American adults, will continue to function as a dedicated and separate group.

“I look forward to working closely with the board of directors, senior management and our talented and hardworking people around the world to realize the full potential of Viacom’s outstanding assets for the benefit of our audiences, partners and stockholders,” Bakish said in a statement. "Content is the lifeblood of our business and my near-term focus will be to nurture our creative output and brands, ensuring they remain distinctive, differentiated and powerful in an increasingly competitive global media landscape.”

Bakish will be the third Viacom CEO since August, when long-time chief Philippe Dauman stepped down after a heated battle with his former mentor and Viacom’s largest shareholder, Sumner Redstone. Dauman was replaced by Dooley, himself a long-time lieutenant and Viacom employee, who had initially agreed to stay in the top spot until Sept.30. But shortly after that announcement, Dooley, who was also being considered as a permanent CEO replacement, dropped out of the running, saying he would leave the company on Nov. 15.

The timing of that announcement came around the time Redstone and the rest of Viacom’s board of directors were considering whether a merger with its former corporate sister – CBS – would make sense. Earlier this month, Viacom’s board of directors appointed a special committee to investigate whether a merger would make sense. 

Bakish joined Viacom in 1997 and has held leadership positions throughout the organization, most recently serving as president and CEO of Viacom International Media Networks (VIMN) and its predecessor company, MTV Networks International, since 2007. In this role, he was responsible for all of Viacom’s media networks and related businesses outside the United States.

“Bob’s record of innovation and achievement at Viacom, combined with his strategic vision and leadership ability, make him highly qualified for this position,” said Viacom chairman Tom May in a statement. “We are determined to move forward aggressively to strengthen Viacom for the future, whether as a stand-alone company or in a potential combination with CBS. There is a great deal of opportunity ahead and Bob is a superb leader to drive this effort, fully empowered to take the actions necessary to position Viacom for success.”

Bakish’s appointment had been expected for several days. The long-time executive also received the blessing of vice chair Shari Redstone.

“To be a successful leader in the industry today requires continuous flexibility, a global perspective, a commitment to innovation and an embrace of change,” Shari Redstone said in a statement. “Bob is an exemplary forward thinker who embodies these traits, embraces disruption and brings teams along with him. Under his leadership our great employees will be supported in their efforts to bring world class content and experiences to our audiences, while we continue to drive improvements in Viacom’s financial performance.”

Viacom’s board of directors moved to slash its quarterly dividend on Wednesday, adding that interim CEO Tom Dooley has opted to leave the troubled media company.

Viacom has been searching hard for ways to cut costs and the dividend reduction was widely expected by analysts. By cutting the payout in half to 20 cents per share from about 40 cents per share, Viacom saves about $300 million.

Dooley, who has worked for Viacom for more than 30 years, agreed to step up from chief operating officer to interim CEO after executive chairman and CEO Philippe Dauman resigned. Dooley had been a trusted lieutenant of Dauman’s and will remain with Viacom through Nov. 15 to help in the transition. Viacom is in the process of finding a permanent CEO.

“While this was a difficult decision for me, I have great admiration for our new board and I feel that they will be best able to execute on their vision for the company in the hands of a new president and CEO,” Dooley said in a statement. “I am certain that the board will make the most of the company’s extraordinary potential. I want to thank Sumner, Shari and the members of the board for the opportunities they have provided me. I look forward to working with them to deliver Viacom into the hands of new leadership in excellent shape and poised for a remarkable future.”

In addition to the dividend reduction, Viacom said it would also tap the debt markets to improve liquidity and financial flexibility.

“The board believes Viacom has a product strategy that is among the best in the industry. The steps we are taking will make the company financially stronger and more flexible and will position Viacom to take advantage of future growth opportunities,” said Viacom chairman Tom May said in a statement. “I am pleased that Tom Dooley has agreed to stay on as Interim president and CEO through November 15 to allow the Board to conduct an orderly succession process.’’

Dooley stepped in as interim CEO in August after a months-long battle between Dauman and former chairman and largest shareholder Sumner Redstone that began after the former CEO tried to sell a minority interest in movie studio Paramount Pictures. That move, since shelved, raise Redstone’s hackles enough to remove Dauman from the trust that would control Redstone’s shares after his death or incapacitation, and resulted in a flurry of lawsuits between the two.

Those suits were settled in August when Dauman agreed to step down, reaping more than $100 million in stock options and severance in the meantime.

“I have been energized by the passion, commitment and ideas put forward by our newly-expanded board and members of Viacom’s senior team, Viacom vice chair Shari Redstone said in a statement. “While there is more work to do, the actions announced today are an important first step towards realizing the value of Viacom’s exceptional assets and positioning the company for the future. I also want to thank Tom Dooley for his service and his willingness to stay on through this transition period.”

Viacom added that it expects adjusted diluted earnings per share for the fiscal fourth quarter will be in the range of 65 cents to 70 cents. This revision accounts for a programming impairment charge of $115 million in its filmed entertainment segment in its fiscal fourth quarter related to the expected performance of an unreleased film; reported earnings per share are expected to be $0.55 to $0.60, primarily reflecting severance expenses incurred as a result of the settlement agreement; and

Viacom will provide additional information regarding its fourth quarter and full-year results and business outlook during its regular quarterly earnings call.

CBS chairman and CEO Les Moonves threw some water on the continued speculation that the broadcast company would recombine with its troubled corporate sister Viacom, telling an industry audience Thursday they are “not in active discussions” concerning a merger.

Speculation has been heavy that CBS would hook up with Viacom, as the troubled cable programmer has struggled with a declining audience and falling ad revenue. The ouster of executive chairman and CEO Philippe Dauman in August after a bloody battle with the company’s controlling shareholder Sumner Redstone – who also owns the majority of CBS voting shares – only added fuel to the speculative fires.

Viacom and CBS split in 2006, a deal that has worked out far better for CBS as it has grown its broadcast and Showtime Networks assets considerably over the past decade.

Moonves, speaking at the Bank of America Merrill Lynch Media, Communications & Entertainment conference in Los Angeles, said Viacom and CBS are “not in active discussions.”

"The truth of the matter is we are a standalone public company, we are really happy with the hand we are playing, we are doing extraordinarily well on our own with our own assets,” Moonves said. “We’re never going to do something that is bad for the CBS shareholders or the employees.”

Sumner Redstone took his battle with Viacom executive chairman and CEO Philippe Dauman to a new level Thursday, ousting five members of the programmer's board of directors -- including Dauman -- and setting the stage for what could be a major shakeup of company management.

Redstone and Dauman have been at loggerheads since late May, when Viacom's largest shareholder ousted his former lieutenant from the trust that would manage his controlling interest in the programmer upon his death or incapacitation. What followed was a series of lawsuits and accusations that culminated in the most recent action. With Dauman off the board -- as well as George Abrams, Blythe McGarvie, Frederic Salerno and William Schwartz, all thought to be loyal to the CEO -- Redstone has free reign to make sweeping changes.

Investors seemed happy with the latest chapter in the saga -- Viacom's stock was up more than 6% ($2.89 per share) to $45.90 each shortly after the announcement. 

Curiously, Dauman confidant and Viacom chief operating officer Tom Dooley keeps his seat. The new Viacom board members include former Discovery Communications president and CEO Judith McHale, Buzzfeed chairman and former Huffington Post chairman Kenneth Lerer; Eversource Energy chairman Thomas May; Avis Budget Group executive chairman Ronald Nelson and former Sony Entertainment president Nicole Seligman.

The five new board members join Redstone, his daughter Shari, Dooley, Cristiana Sorrell, Deborah Norville, and Charles Phillips.

National Amusements (NAI), the vehicle that houses Redstone's Viacom stock, said in a statement that the new directors have “deep experience in corporate governance of public companies and will provide valuable expertise to Viacom in the areas of media, entertainment and technology. None of the new directors is affiliated with National Amusements, Viacom or any Redstone family trust.”

Because of past lawsuits filed by Dauman and Abrams questioning Sumner Redstone’s mental capacity, NAI has filed papers in the Delaware Court of Chancery to affirm the validity of the changes.

The moves could lead to the removal of Dauman as executive chairman and CEO of Viacom. Last night former CEO Tom Freston told CNBC that Dauman should be removed after a series of serious errors. Other analysts have said that investors have lost confidence in the CEO, and that executives like DreamWorks Animation founder Jeffrey Katzenberg, former Disney chief operating officer Tom Staggs and 21st Century Fox vice chairman Chase Carey could be possible candidates for his replacement.

In a statement, Salerno called the moves a "brazen and demonstrably invalid attempt" by Shari Redstone to gain control of the company. He said the boaed was also filing suit in Delaware Chancery Court seeking to find the moves invalid and reinstate the current board members. 

“Mr. Redstone established and maintained for decades a clear estate plan for the governance of Viacom upon his death or incapacity – based on independent control and professional management of Viacom going forward," Salerno said in his statement. "He said repeatedly that the Board will be responsible for making decisions about governance, leadership and succession, and he hand-selected a group of trusted advisors and independent directors to fulfill this role. Sadly, it is now clear that Mr. Redstone is being manipulated and used by his daughter in an attempt to accomplish her long-held goal of gaining complete control of Viacom.”

While Viacom executive chairman and CEO Philippe Dauman and his former friend and mentor Sumner Redstone engage in what has become a media-business version of the fish-slapping dance,  BTIG media analyst Rich Greenfield  believes Viacom board members should brace themselves for a more modern TV classic, the Red Wedding.

In a blog post Tuesday, Greenfield wrote that despite the trading of lawsuits and claims of incompetency and undue influence, the whole depressing mess only has one logical outcome – the removal and replacement of Viacom’s current board of directors and the ouster of Dauman.

Key to that premise is the make-up of the seven-member Sumner M. Redstone Trust, the vehicle that will control Redstone’s 80% voting control of Viacom and CBS in the event of his death or incapacitation. According to Greenfield, three members are likely to be loyal to Redstone’s daughter Shari Redstone – her mother Phyllis, her mother’s divorce attorney Leonard Lewin and David Andelman, who until recently was the sole wild card in terms of loyalty. Andelman, a long-time Viacom board member, signed off on the document that removed Dauman and Viacom board member George Abrams from the trust, which started the whole dustup to begin with.

With those three trustees at her side, Shari Redstone would win every board decision by a minimum 4-3 vote, regardless of the outcome of the recent lawsuits.

“Given that the SMR Trust controls National Amusements, which controls CBS and Viacom, even if a court undoes everything that has recently happened, the SMR Trust will simply redo it all after the SMR Trust takes control of decision-making for Mr. Redstone,” Greenfield wrote. “Dauman is simply delaying the inevitable and [wreaking] havoc on Viacom’s day-to-day operations.”

The Red Wedding angle comes in the event that National Amusements, which holds Redstone’s interests in CBS and Viacom, with the backing of the SMR Trust removes all nine non-Redstone members of the Viacom board and kicks out Dauman and his top management, a move Greenfield believes is a matter of “when, not if.”

The analyst wonders aloud that given the hopelessness of the situation, why Dauman is even trying to postpone the inevitable, adding that the Viacom CEO has a history of engaging in battles he can’t win.

“Maybe we should just chalk this us to irrational decision-making,” Greenfield wrote, adding that perhaps Dauman believes he and George Abrams, once reinstated to the Trust, can then persuade Lewin and Andelman to their sides.

Whatever the reason, Dauman’s days may be numbered no matter what. While he may truly believe that he can turn around Viacom, investors have driven the stock up by almost 20% since the battle with Redstone began in late May, which appears to show their preference for an outcome. And while Greenfield sees the endgame as a bloody, relentless assault, I think of it as more like the aforementioned Monty Python sketch. In that classic, the ultimate winner is the one who has the biggest fish.  

Sumner Redstone’s ongoing battle with two former trusted advisers heated up Tuesday after the former Viacom chairman named two new members to the trust that will control his 80% voting stakes in Viacom and CBS upon his death or incapacitation.

Redstone, who abruptly removed Viacom executive chairman and CEO Philippe Dauman and Viacom board member George Abrams from the trust on Friday, has named National Amusements general counsel Tad Jankowski and former TV executive and former Salomon Smith Barney media analyst Jill Krutick to replace them.

Redstone also named his granddaughter Kimberlee Ostheimer (Shari Redstone’s daughter), to the National Amusements board of directors. National Amusements is the theater chain that holds Redstone’s stakes in both Viacom and CBS. Upon his death or incapacitation, the Sumner M. Redstone Irrevocable Trust, led by seven trustees, would control his voting stakes in the companies.

“This is my trust and my decision,” Redstone said in a statement. “I have picked those who are loyal to me and removed those who are not.”

Dauman and Abrams filed suit yesterday in Massachusetts to block Redstone’s effort to remove them from the trust, claiming the media mogul is being unduly influenced by his daughter Shari Redstone, a member of the trust and vice chair of National Amusements. If Dauman’s and Abrams’ removal is upheld, Shari Redstone’s influence over the trust could rise significantly.

Sumner Redstone’s attorneys filed their own suit yesterday in Los Angeles to validate his decision to oust Dauman and Abrams, adding that Dauman’s claims the Viacom media legend is a shell of his former self, unable to walk, speak or feed himself are a direct contradiction to the CEO’s earlier testimony that Redstone was alert and “opinionated as ever.”

In a statement, Dauman’s counsel Les Fagen said the latest litigation is a further attempt by Shari Redstone to control her father.

“The suit in California is Shari’s attempt to run away from the Massachusetts courts and to deflect attention from the real issue:  Whether our friend and colleague Sumner is under the undue influence of his daughter, surrounded by a web of unfamiliar lawyers and public relations firms that she directs,” Fagen said in the statement. “It is outrageous for the new complaint and recent statements to rely on Mr. Dauman’s affidavit from last fall.  Mr. Dauman stated only that Mr. Redstone was alert and attentive during two brief meetings last fall.  But Mr. Dauman never asserted that Mr. Redstone was free of undue influence; indeed his lawyers later stipulated that he was susceptible to undue influence. And Mr. Dauman never commented as to Mr. Redstone’s competence on any matter, at any time, much less his ability to make conclusive decisions about complex issues concerning large public companies.”

Sumner Redstone may have his day in court after all.

Talks between the former Viacom chairman’s lawyers and attorneys for his ex-companion Manuela Herzer have broken down, according to The Los Angeles Times. The breakdown could lead the parties into court to determine the media mogul’s mental competency.

The Redstone camp has been trying to avoid going to court, and as early as last week were said to have hammered out the basic framework of a settlement ahead of the scheduled May 6 trial date. But according to the Times, leaks of certain details of that settlement – including a proposed $25 million to $30 million cash payment to Herzer – have stalled talks.

“We have hit a snag,” Herzer’s attorney Pierce O’Donnell told the paper. “We will see what happens.”

The settlement deal would have avoided what could be a messy and embarrassing trial for Viacom’s largest shareholder. Herzer filed her suit in November, claiming the media mogul was a “living ghost” and had little awareness of his surroundings.

Redstone has relinquished his chairman titles at both CBS and Viacom, but still controls 80% of the companies’ votes.  

Lawyers for former Viacom and CBS chairman Sumner Redstone and his ex-companion Manuela Herzer are reportedly in settlement talks and a deal could be reached as early as today, according to several published reports.

While details of the potential settlement are unclear, it would end an increasingly embarrassing chapter in the media mogul’s recent history. Herzer, Redstone’s former girlfriend and caregiver, filed suit in November after she was removed as his official health care agent. Herzer claimed that Redstone was incompetent and lacked the mental capacity to make decisions regarding his own health care.

Herzer was replaced as Redstone’s health care agent by Viacom executive chairman and CEO Philippe Dauman. According to some reports, Dauman relinquished his oversight of his former boss’ health decisions earlier this week to Redstone’s daughter Shari.

A settlement would avoid a lengthy and potentially embarrassing trial. Already depositions that were scheduled to be taken of Dauman and Shari Redstone in anticipation of a May 6 trial date, have been canceled, reports said.

Los Angeles Superior Court Judge David Cowan has denied a motion by Viacom chairman emeritus Sumner Redstone’s attorneys to dismiss a  lawsuit by his former girlfriend questioning his competency, scheduling a trial to decide the matter a little more than two months away.

The decision by Judge Cowan to allow the suit to go forward is a victory for Redstone’s former companion and caregiver Manuela Herzer, who first shone a spotlight on the 92-year-old Redstone’s deteriorating health in November. In that suit Herzer claimed Redstone was unaware of his surroundings and could no longer make health care decisions for herself. Herzer objected to being removed as Redstone’s health care agent – a role picked up by Viacom CEO Philippe Dauman and claimed that Redstone had become “a living ghost.”

While Viacom and Dauman have claimed Redstone is alert and aware – although a series of strokes have diminished his ability to communicate – Redstone stepped down as executive chairman of both Viacom and CBS in February, giving those roles to CBS chief Les Moonves and Viacom’s Dauman, respectively.

In his ruling, Cowan cited a 37-page report from Dr. Stephen Read, who Herzer hired, that depicts the former executive as lacking the capacity to make personal health care and financial decisions.

According to the Los Angeles Times, Cowan wrote the Read report provided enough details to “raise a reasonable question about whether Redstone lacks capacity.” He set a court date for May 6 on the matter.

Dish Network chairman and CEO Charlie Ergen said the extension of its carriage talks with  Viacom is “a positive,” but stressed that programming values have fallen as ratings have decreased across the board.

Viacom executive chairman and CEO Philippe Dauman let the cat out of the bag in his company’s Feb. 9 earnings conference call that the programmer had a brief extension in its negotiations with Dish. Most analysts saw that as a sign that at least the two were beginning to make progress in their talks.

On an earnings conference call with reporters on Thursday, Ergen said the extension was “a positive because we’re not down.”

Ergen said that the problem when networks go dark and return to carriage a month or so later, the distributor has already lost the customers who value that content. But he added that, especially with programmers that Dish has had a long relationship with, he doesn't spend a lot of time looking for loopholes.

“I don’t want to look at how we’re not going to do a deal; I want to look at how we are going to do a deal. The benefit of the doubt goes to our programming partner because they helped us build our business,” Ergen said. “Viacom is one of those long term partners for us; they helped us build our business.  It would take a lot for us not to move forward.”

At the same time, Ergen noted that programmers have to face reality when negotiating carriage deals.

“People have to be realistic that the viewership of their channel relates to the value of their channel,” Ergen said. “The availability of their content in other places to our consumers, they shouldn’t be forced to pay for it twice.”

In sharp contrast to its corporate cousin Viacom, CBS reported a 6% rise in revenue to a record $3.9 billion during the fourth quarter, while advertising revenue inched up 1%.

In a statement, CBS said the growth was driven by a 16% increase in content licensing and distribution revenues, reflecting higher international television licensing sales. Affiliate and subscription fees grew 13%, driven by continued increases in retransmission consent revenue and fees from network affiliated stations. The slight uptick in ad revenue was led by an 8% rise in network advertising, partially offset by the benefit to local broadcasting in 2014 from political revenues.

The announcement comes days after former corporate partner Viacom reported disappointing fiscal Q1 results and more than a week after Viacom and CBS executive chairman Sumner Redstone stepped down from both of those positions, naming CBS CEO Les Moonves chairman of CBS and Viacom CEO Philippe Dauman executive chairman of the cable programmer.

“We had a terrific fourth quarter, and CBS is now in position to build strong momentum throughout 2016,” Moonves said in a statement. “Our base businesses are growing well, thanks to the strength of our premium content and the continued improvement in the advertising marketplace. In addition, with Super Bowl 50 here in the first quarter and political spending ramping up into the fourth, we expect 2016 will be a very good year for advertising. At the same time, our other high-margin revenue streams continue to thrive.”

Moonves added that retrans fees are expected to reach $1 billion in 2016, a year earlier than first anticipated, and are on track to double to $2 billion by 2020.

He added that streaming services CBS All Access, CBSN, and Showtime over the top are attracting young viewers.

“So no matter how quickly the digital world changes — and no matter how viewers want their content — CBS is positioned to succeed,” Moonves added in the statement.

Viacom executive chairman and CEO Philippe Dauman, taking more than his fair share of criticism over the past several months, finally had enough, lashing out against what he called the naysayers and publicity seekers who doubt the company’s future and his leadership on a conference call with analysts to discuss fiscal Q1 results.

“In conclusion, I want to address the speculation about Viacom and our future. Our outlook and the facts have been distorted and obscured by the naysayers, self-interested critics and publicity seekers,” Dauman said on the call. “We will not be distracted or deterred as we build for the bright future ahead of us. As executive chairman and CEO I will continue to work tirelessly to secure that future and will leave no stone unturned, either tactically or strategically. Sumner and I have a more than thirty year history side-by-side building his media empire. He and the board of Viacom believing in my abilities and my character have entrusted me with weighty responsibilities. None of which are inconsistent or incompatible. My singular objective is to protect and build value for all of Viacom's shareholders and in doing so for all the beneficiaries of Sumner's trust who not only include the descendants of his daughter but also those of her brother. Finally, let me be absolutely clear, I could not be more focused on getting Viacom stock price back to the much higher level it enjoyed under my leadership just a short time ago. No one should doubt my resolve or the resolve of our entire management team to make that happen.”

Viacom’s stock was down 45% in 2015 and Dauman is right in that the shares have traded as high as nearly $90 each in 2014, well into his tenure. But in some respects that makes the decline of the stock in the past two years even harder to swallow – at $35.50 per share in afternoon trading Tuesday, Viacom stock is more than $50 per share (about 60%) below its $88.48 per share close on Feb. 14, 2014. While other stocks in the programming sector have taken big hits, none have been the size of Viacom’s.  In fairness, a lot of that could also be due to Viacom’s target audience – almost exclusively kids, teens and young adults – who have a greater tendency to watch content on multiple platforms.

In the meantime, Dauman has faced harsh criticism as Viacom stock has faltered, its ratings and viewership have continued to erode and as questions concerning succession after founder Sumner Redstone dies continue to weigh on the company.

Redstone passed his executive chairman title to Dauman last week  – he has done the same with CBS CEO Les Moonves for his other media holding, CBS– a move that was endorsed almost unanimously by Viacom’s board of directors. The lone dissenter – board member, vice chair and Redstone’s daughter Shari Redstone – had released a statement prior to his appointment that she hoped the board would select a chairman without ties to the family. When Dauman, a longtime friend and associate of Sumner Redstone (and his current healthcare agent) was selected, Shari said through a spokesperson that she would continue to advocate for the best interest of shareholders.

From the looks of Dauman’s statements today, that won’t be a one-sided fight.  

Viacom shares were down more than 21% Tuesday after disappointing fiscal first quarter results only seemed to exacerbate what has been a trying time for the programmer.

Viacom’s domestic ad revenue dipped 4% in the fiscal first quarter, the latest in a long line of declines which apparently spooked investors enough to ignore an announced advertising venture with Snapchat and an extension to its carriage negotiations with Dish Network.

Viacom shares were down as much as 22% ($9.34 each) to $32.51 in early trading Tuesday, closing  at $32.86 each, down 21.5% ($8.99 per share).

Viacom has been under pressure for more than a year on stiff ratings decline as its largely millennial and younger subscriber base has shifted their viewing habits to online and over-the-top video. Turmoil surrounding succession issues with founder and largest shareholder Sumner Redstone, who passed the executive chairman title to CEO Philippe Dauman last week, also have weighed on the stock.

Viacom investors started off the day full of hope, driving the company’s share price as high as $47.47 each (up 6.3%) in early trading, in anticipation of a shakeup in the wake of executive chairman Sumner Redstone’s decision to relinquish that role at CBS. With a statement issued by board member and Redstone daughter Shari Redstone issued the night before stating that she would prefer a new company chairman had no ties to the family, optimism was high that new blood would be pumped into a company that seems to sorely need a transfusion.

And then came 11:00 a.m.

Viacom announced at 11:01 a.m. Thursday that CEO Philippe Dauman had been named to the additional role of executive chairman, squashing any hope that big changes were in store and sending the stock closer to its opening level. At 11:01 a.m., according to Yahoo Finance, Viacom shares dipped to $46.27 each and 45 minutes later they were at their nadir for the day, $44.32 per share. The stock rallied later in the day to close at $45.34, up 67 cents each or 1.5%.    

Some analysts expected a big announcement – in a report before the market opened Thursday, UBS media analyst Doug Mitchelson, citing Shari Redstone’s statement of the night before, wrote that it was highly unlikely that she would support Dauman, who is a trustee of the Redstone Trust and a close confidant of her father.

“In our view, Viacom is trading well below its fair value and we believe investors would look favorably on any outcome that would be a step in the direction of greater strategic flexibility for the company, and Mr. Redstone resigning his Chairman position, if press reports are accurate, would clearly be one of those steps,” Mitchelson wrote before the announcement. “Mr. Redstone's controlling voting stake in the company will still hold back any radical strategic shifts, like an outright sale of the company, but a new Chairman could push for more modest shifts that do not require a shareholder vote such as selling Paramount/EPIX.”

He was partially right. Shari Redstone, in a statement after the vote was made public, said that she would “continue to advocate for what she believes to be in the best interests of Viacom shareholders.”

While there were some hopes that a shift was in store, in reality, there wasn’t much chance of anything dramatic happening.

“There wasn’t an obvious choice,” said one analyst who asked not to be named, adding that given Viacom’s precarious situation it would have been difficult to tap an executive from outside of the company. And most of the insiders have either a relationship with Dauman, which would make taking the chairman role a bit awkward, or with Redstone.

But in the long run, with Dauman still CEO, it really doesn’t matter who is chairman. Redstone didn’t have any real input at the company as he deals with health issues.   Dauman, who has made several changes at the company and has pumped more resources into original programming, still struggles with low ratings, declining ad revenue and the threat of lost subscribers through cord-cutting, skinny bundles and over-the-top services.

But the decision for Sumner Redstone to step down, especially as his health has declined and on the eve of a court-ordered competency test, could point to a shift for the company.     

“The news highlights that we’re probably closer to the day where Redstone’s family trust will control the company rather than Redstone himself,” wrote Pivotal Research Group senior research analyst advertising Brian Wieser in an e-mail message. “As it also seems likelier that Shari Redstone is not interested in building her own empire with Viacom and CBS, that suggests that when the trust is in control it will be focused on purely financial goals rather than sentimental ones."

As his reported ailing health and continued questions surrounding his succession plans for Viacom continue to mount, Viacom chairman Sumner Redstone issued a statement Wednesday confirming plans to put his controlling interest in the media giant into a separate trust after he dies.

The 92-year-old mogul has been said to be in failing health for months. Reports in the NY Times and The Wall Street Journal Wednesday reiterated the health concerns, with the Journal claiming that after a series of small strokes, Redstone’s ability to run the company may be declining. The chairman, usually a regular presence during earnings conference calls and annual meetings has sat the last few of those events out.

The Journal added that Viacom has stressed that Redstone remains active in the business and regularly meets with executives. But the strokes have limited his ability to talk. 

It had been believed that Redstone had created a trust that would be managed by seven independent individuals – including his daughter, National Amusements president and Viacom board member Shari Redstone and Viacom CEO Philippe Dauman. In a statement, Redstone confirmed those plans.

“As I have said clearly in the past, the transfer of what I created -- my controlling interest in Viacom and CBS -- to an independent trust that I set up decades ago will ensure that the assets will be professionally managed for the benefit of all shareholders. Recent speculation about personal agendas has only confirmed for me the wisdom of my decision,” Redstone said in a statement.

Viacom has been hit hard as ratings have declined, the ad market has cratered and more and more viewers are migrating to over-the-top and online video services. Because its networks skew the youngest –including Nickelodeon, MTV and Comedy Central, Viacom has suffered the brunt of criticism. In the past 12 months, its stock has declined about 37%.

Dauman has weathered his share of criticism as well, and the Journal story said some board members have pushed for his ouster. In the statement, Redstone continued to back the CEO, a long-time friend and confidant.

“Philippe is my long-time friend and partner,” Redstone said in the statement. “He continues to have my unequivocal support and trust, which he has earned over our many years together. He is out in front navigating an unprecedented level of change in the industry and he has articulated for me, for the Viacom board and for his management team, a smart, innovative and sustainable path to success. We are both long-term thinkers and I am more confident than ever that he is on the right track.”

Viacom CEO Philippe Dauman said efforts to create new measurement metrics to better track viewership for its younger-skewing networks are taking hold, and the programming giant is well on the way toward increasing its non-Nielsen derived revenue from 30% to more than 50% in the next three years.

Dauman has been an outspoken critic of Nielsen and the sample method of audience measurement and said the company is moving forward with products like Viacom Vantage, which track viewership across multiple platforms.

But that consumption “ties into a measurement problem,” Dauman said at the J.P. Morgan Global Technology, Media & Telecom Conference in Boston. “A lot of our programming is being viewed on devices not currently measured under the Nielsen system, which is why we are moving toward creating a different kind of currency.”

He added that more and more ad dollars are being pumped into non-Nielsen areas – he said they are on track to reaching their 50% non-Nielsen goal – and used Comedy Central hit Broad City as an example. Currently in its second season, Broad City is ironically attracting higher Nielsen ratings, but is “exploding” on digital platforms and social media.

“We need to do more of that with the part of our different partners; improve measurement of what’s going on and improve the value of these shows for our marketing partners,” Dauman said, adding that efforts like Viacom Vantage, Viacom Echo and Viacom Velocity helps capture that viewership.

“These are very valuable, hard to reach audiences that we reach very effectively,” Dauman said.

Dauman said Nielsen also is working with the programmer and realizes that measurement needs to change to fit evolving audience habits. He said the measurement giant is experimenting with larger sample sizes and meshing sample data with other databases.

“Our objective is to have the entire ecosystem improve,” Dauman said.

Dauman said Viacom’s plans to increase its original programming are moving ahead – Nickelodeon is increasing its original output by about 40% and at MTV, scripted series like Scream, The Shannara Chronicles and others are being added to the lineup.

New York--No doubt espousing a sentiment shared by many in the industry, Nickelodeon tweaked Nielsen in the opening scene of its upfront presentation, while trumpeting its 10-screen ecosystem and a one for all mantra to match sponsors brands with its diverse portfolio.

Nick opened the formal upfront presentation season at Skylight at Moynihan Station -- better known as the big post office across the street from Madison Square Garden -- with a clip featuring Viacom CEO Philippe Dauman welcoming The Haunted Hathaways’ Breanna Yde and Benjamin Flores Jr. (pictured)  into his office.

After some banter about the boss actually having to work,  Dauman acceded to Benjamin’s request to sit in his chair before departing.  Left alone, the kids discovered a book that Nick ad sales chief Jim Perry left behind in Dauman's digs.  After failing to master the eyeball addition problems in "Counting TV Measurement for Dummies," they reasoned the manual must be from the 1980s and definitely needs to be updated to the laughter of the media buying crowd, who presumably are in on the joke that Nielsen doesn't measure much beyond the original small screen.

The wide-screen presentation – Cyma Zarghami, president of Viacom Kids and Family Group, said Skylight's was bigger than Radio City’s – went wide, touching on the success of the current SpongeBob SquarePants theatrical and the Teenage Mutant Ninja Turtle toys, as well as Nick’s prowess with gaming, apps and downloads,  all of which are connecting kids and their families to Nick content and serving as conduits to sponsors brands.

Still, Perry reminded that TV remains the biggest platform, the anchor, for which C3 doesn’t tell the whole story, because moving the measurement base to C7, results in some shows soaring an additional 40%.

To that end, Zargami and Russell Hicks, president of content and development, talked up  Nick's reinvigorated and quicker to dispense pipeline. All told, some 600 episodes from returning shows – Henry Danger, Nicky, Ricky, Dicky & Dawn, Every Witch Way, Dora and Friends, The Fairly OddParents—as well as newcomers are on tap for 2015-16.  

Those include live-action Make It Pop, about three girls who star in their own K-Pop-inspired band from Nick Cannon;  Talia’s Kitchen, which follows a Latina teen who gains culinary magical powers working in her grandmother’s Miami restaurant; and The W.I.T. Academy, the Every Witch Way spinoff.

Hicks also touted the animated Pig, Goat, Banana, Cricket, a Looney Toons-inspired entry from Dave Cooper and Johnny Ryan, as well as Game Makers, which tracks two 12-year-old girls who start a highly successful gaming company.  As part of a multiplatform experience from iCarly's Dan Schneider, the games depicted in the installments will be released through apps and online.

The presentation also spent considerable time showcasing sponsor-integrated successes from the likes of Toyota, McDonald’s, Subway, Capri Sun and Air Hogs.

Perhaps the most impressive and catchy involved preschool series Blaze and the Monster Machines. Pam Kaufman, chief marketing officer and president of consumer products, explained how play patterns were at the center of the show, which also trades on STEM values. She noted how the game app, developed before the series’ debuted, was released in January and quickly gained recognition among parents and their kids. The toyline rolls exclusively at Toys R Us in May, before retailing everywhere this fall. The message was hammered home via a riff on Meghan Trainor:  "It’s all about that Blaze, all about that Blaze."

The programmer is evidently expecting to up its game here, formally organizing its consumer insights, partnership marketing and multimedia services resources under the Nickelodeon Inside Out Solutions moniker.

Execs reassured that more SpongeBob and TMNT theatricals and series fare are on the way.  But in perhaps a case of brand extension becoming a sponge out of water, COO Sarah Kirshbaum Levy introduced the off Broadway debut of the inhabitants of Bikini Bottom. Attendees got a taste of live-action, musical with largely un-costumed characters.

That preview left some in the audience thankful that their progeny were too old to cajole them into some day footing a Great White Way underwater excursion.

Embattled Viacom is restructuring into a pair of groups.

Viacom CEO Philippe Dauman on Thursday announced that the company's cable networks would be restructured into two units, with the Viacom Music and Entertainment Group reporting to Doug Herzog. The veteran will have oversight of  MTV, MTV2, Logo, VH1, Comedy Central and Spike. Some of those networks had reported to Van Toffler, who on Tuesday (Feb, 17) announced plans to leave the company after 28 years.

Cyma Zarghami will head the Viacom Kids and Family Group, comprising Nickelodeon Group channels, plus  CMT, CMT Pure Country and TV Land. Longtime TV Land leader Larry Jones announced his departure last night (Feb. 18).

Under the new structure, BET CEO Deborah Lee will continue to report directly to Dauman, as will Bob Bakish of Viacom International Media and Brad Grey of Paramount Pictures.

Read Dauman's letter to staff below:

Dear Colleagues,

In the nearly 30 years I have been fortunate to be associated with Viacom, we have always been a leading force in our industry, through our breakthrough programming, through our creative innovation and most of all through our ability to continually reinvent ourselves.

Today, we are announcing changes in three of our domestic network groups, creating two new organizations built around proven leaders with great creative track records.  Doug Herzog, will lead the newly formulated Viacom Music and Entertainment Group, and Cyma Zarghami, will lead the expanded Viacom Kids and Family Group.  The new groups are an enormous opportunity for us to take advantage of our strong creative teams, to share our expertise, and to promote greater cross marketing and, in some cases, cross channel programming activity.

The Viacom Music and Entertainment Group will consist of MTV, MTV2, LOGO, VH1, Comedy Central and Spike, as well as the related digital networks and MTV’s “Always On,” which fuses the immediacy of social conversation with the power of television.  MTV, VH1 and LOGO are among the most iconic and engaging brands in our industry, and thanks to Van 's long-term and stable leadership, they have top teams who will no doubt make this a seamless transition.

The Music and Entertainment Group will house a portfolio of popular programs, ranging from Teen Wolf and the VMAs on MTV and Guy Code on MTV2; to Bar Rescue and Ink Master on Spike; to Love & Hip Hop on VH1; to Broad City, Key & Peele and South Park on Comedy Central; to RuPaul’s Drag Race on LOGO.  

The role is in part a coming home for Doug, who joined MTV in 1984 and rose to become President of MTV Productions, and later, President of Comedy Central, where among his notable accomplishments, he launched The Daily Show and South Park.  Before rejoining Viacom in 2004, Doug served as President of USA Network and also President of Entertainment for FOX Broadcasting Company. Doug has a proven ability to move seamlessly between the business and creative worlds.  He understands what it takes to stay relevant and on the leading edge of popular culture, and under his leadership, Comedy Central, Spike and TV Land have established distinctive programming voices in the entertainment landscape.  Doug will continue to be based in Los Angeles and New York.  

The Viacom Kids and Family Group will comprise all the brands currently in the Nickelodeon Group, including Nickelodeon, Nick Jr., TeenNick, Nick at Nite, NickMom and NickToons, as well as TV Land, CMT and CMT Pure Country.  

TV Land, which originated in this group, and features classic shows and new originals such as Younger, and CMT, which appeals to heartland audiences and includes major events like the CMT Music Awards, have talented teams and established brand presence.  Both will benefit from the expanded group’s leadership in family programming that includes iconic live action and animated Nickelodeon, Nick Jr. and TeenNick programs like SpongeBob SquarePants, Dora the Explorer and Nickelodeon’s Kids’ Choice Awards.

Cyma, who will celebrate 30 years with Nickelodeon this year, has a long history and formidable track record as a creative programmer and successful executive.  She is an insightful and extremely capable leader and has grown Nickelodeon and its sibling networks into brands that are beloved by kids and families around the world. The successful Teenage Mutant Ninja Turtles franchise is just one example of her ability to reimagine properties and take them to new heights. Cyma joined Nickelodeon in 1985, was named general manager of Nickelodeon in 1996 and became Group President in 2006.     

Doug and Cyma, along with Debi Lee at BET Networks, Bob Bakish at Viacom International Media Networks and Brad Grey at Paramount Pictures, will continue to report to me.  TV Land will move to the Viacom Kids and Family Group immediately, and the other networks will transition between now and Van’s departure in mid-April.  More information on the specific organizational changes will come from the Group leaders in the coming weeks.  

Our industry is in transition and change does not always come easy, but we have a tremendous amount of talent at Viacom and we are innovating at every level and at every brand.  We are working hard to adapt to changing audience behavior, to incorporate new forms of distribution and to better integrate technology into everything we do. That includes our expanded data and research capabilities; our multi-platform, multi-distributor approach; our groundbreaking advertising sales units, Velocity and Echo; and our new central hub for digital research and development, The Viacom Lab.  Just to name a few.

I have great confidence that by working together to embrace the changing landscape and by continuing to bring our best creative work to audiences -- we will succeed.  Thank you for your continued dedication and hard work.  I know you join me in congratulating Doug and Cyma on their new responsibilities.

Warm regards,

Philippe

A day after MTV veteran Van Toffler said he was stepping down as part of a sweeping Viacom restructuring, TV Land president Larry Jones said he too would be leaving the programmer.

Toffler, who had been with Viacom for 28 years and was one of the executives that pioneered the MTV brand, announced Tuesday that he will step down as president of MTV Networks Music & Logo group in April to start a new venture as an independent producer.

Jones, who has been with Viacom since 1998,  announced his departure as part of a major corporate restructuring at the parent company that is expected to be unveiled as soon as this week.

“It’s truly not an overstatement to say that I have loved every second of being at TV Land for the past 18 years as part of my 27 years with Viacom,” Jones said in a memo to staff.  “With that said, due to the restructuring, I will be stepping down from my role with the company.”

Viacom CEO Philippe Dauman hinted at the restructuring in a recent conference call with analysts to discuss quarterly results. In his own memo to staff after the Toffler resignation, Dauman said that more details of the transition would come shortly.

Viacom has been plagued by ratings declines and sagging advertising revenue. In the fiscal first quarter, domestic ad sales were down 6%.

TV Land has been undergoing a transformation from classic TV reruns to more original programming, like Sex and the City creator Darren Star’s Younger,  set to premiere on March 31 and new comedies,Impastorand Teachers, all aimed at attracting a younger audience.

Here is Jones’ memo in its entirety:

To My TV Land Family,

It’s truly not an overstatement to say that I have loved every second of being at TV Land for the past 18 years as part of my 27 years with Viacom.  With that said, due to the restructuring, I will be stepping down from my role with the company.

I am so proud of the work we have accomplished over the years and especially excited about the new initiatives we have coming up on TV Land.  The channel is on the verge of amazing things and I’m constantly impressed by the team of people who have worked tirelessly to make it all happen.  This has been so much more than a job to me and as I have often said to all of you, I always felt we were on a mission... a mission to be successful, to be creative and to make something that we could all be unapologetically proud of each and every day. It’s that mission that made it so easy to come to “work” everyday and be with all of you and for that, I thank you.

I am so happy to have been a part of the great legacy of this network.  The great thing about television and all the platforms we now exist on is that I will be able to watch you every step of the way as you continue on the mission…

Peace.

L

Viacom CEO Philippe Dauman saw his total compensation rise 19% to $44.3 million in fiscal 2014, according to a proxy statement filed late Friday.

According to the proxy, Dauman’s base annual salary rose 10.6 % to $3.87 million, but he received an even bigger bump in non-equity incentive compensation, which rose 18.3% to $20 million. Dauman’s stock awards also rose 19.2% to $12.4 million from $10.4 million and his option awards increased 25% to $7.5 million from $6 million.

The increases came during a year where Viacom was under constant pressure from declines in ratings and its stock price and as the programmer is in volved in two lengthy and high-profile carriage battles where its networks were dropped by Cable One and Suddenlink Communications.

Viacom shares were down 13% in calendar 2014 from $87.34 to $75.40 each, in part due to low ratings at its networks during the year, a tough one across the board for cable networks and broadcasters. The stock is down about 10% so far this year as some analysts have called for the company to merge with its former corporate partner, broadcaster CBS, to gain some leverage in carriage negotiations.

Dauman has stressed that Viacom networks are essential to pay TV distributors that want to address the youth market, and has said the company will focus more on non-Nielsen dependent aspects of the business.

Viacom recently extended Dauman’s employment contract through 2018. In the proxy, Viacom praised Dauman for providing "strategic leadership," boosting investments in content and securing affilation deals in both traditional and digital distribution. Earier in the year Viacom annnounced a carriage deal with Sony for its planned over-the-top service PlayStation Vue.

Other Viacom execs saw increases in total compensation – chief operating officer Tom Dooley received $35 million in total compensation for the period, up 20% from the prior year, while EVP and general counsel Michael Fricklas received a 4.2% raise to $7.4 million and chief financial officer Wade Davis received $4.7 million in total compensation, up about 7%. Viacom founder and executive chairman Sumner Redstone received $13.2 million in total compensation for the year, less than half the $36.2 million he received in the prior year. That difference was mainly due to a change in Redstone’s pension value and non-qualified deferred compensation earnings, which tallied just $1.25 million in fiscal 2014, compared to $26 million in fiscal 2013.

Viacom has extended CEO Philippe Dauman’s employment contract another two years, through Dec. 31, 2018. Dauman’s existing deal was scheduled to expire in 2016.

The move is not unexpected. Dauman was named CEO in 2006 after a period of turmoil at the top ranks when former CEO Tom Freston was let go.  Dauman has been a long-time adviser and confidant of Viacom’s executive chairman and founder Sumner Redstone, helping the former movie theater magnate acquire the company in 1987.

“Philippe has been my long-term partner in building Viacom into the global entertainment powerhouse that it is today,” Redstone said in a statement. “He has been an extraordinary CEO over more than eight years and his strategic vision and creative leadership have delivered consistently outstanding operational and financial results. I am delighted that Philippe has agreed to lead Viacom well into the future.”

Under the terms of the new agreement, Dauman’s base salary will remain unchanged and he will continue to be eligible for performance-based compensation and equity awards.

Dauman is one of the highest paid media executives in the country – he received $37.2 million in total compensation in fiscal 2013.  

“Under Philippe’s capable leadership, Viacom has excelled during a time of great change,” said chair of the compensation committee of Viacom’s board of directors Fredric Salerno in a statement. “He is an outstanding strategic and operational executive, and we are confident that he will continue to lead Viacom to new levels of success in the years to come.”

Viacom CEO Philippe Dauman said moving into new markets like mobile video will require that antiquated methods of measuring audiences will have to change with the times, including the ability to track viewing on different devices and expanding the viewing measurement windows.

Viacom, which has been under considerable ratings pressure, had previously announced plans to focus more on non- Nielsen dependent revenue, i.e., revenue streams that depend on traditional C3 advertising windows.  At the UBS Global Media & Communications conference in New York, the Viacom chief added some details to its plans to capture and monetize more young viewers.

“We view mobile as a major opportunity for us and are going to be launching new products on mobile over the course of the next year and new brands in that arena,” Dauman said at the  conference.

Dauman had said in November that the plan was to grow its non-Nielsen dependent revenue from 30% to 50%.

“There is no question young audiences want to watch content on all devices they use, particularly on mobile devices,” Dauman said at the conference. “We want to be there, and we also want our partners to be there too.”

But getting to that audience will mean that measurement metrics, which currently only track viewership for three days after a show’s original air, have to expand to at least a seven day (C7) window. Dauman isn’t the only programming executive that has called for the C7 window to become standard – CBS CEO Les Moonves also has been vocal on the issue.

“We’d like to put a lot more of our content available,” Dauman said. “You should be able to watch our streamed channels anywhere you are if you subscribe to cable. We’d like to see it measured.”

Dauman said that because most of its viewers are younger – its flagship channels include MTV, Comedy Central which cater to teens and young adults while its Nickelodeon kids’ network attracts tweens and adolescents – Viacom is more vulnerable to changes in technology.

Dauman said that currently, viewing that is done in the home on tablets, video game consoles and other non-TV devices isn’t measured. That is expected to change next year.

“There are a lot of misnomers being used about ratings versus actual consumption of video. "Having better measurement and monetization tools will be good for the video being consumed and it will unleash our ability to put more content out there on an authenticated basis,” Dauman said.

Viacom’s domestic advertising revenue fell 5%  in the most recent quarter, which Dauman said was more due to ratings issues than demand.

“We have some issues as to delivering on what we sold,” Dauman said “It’s not a demand problem that we see. We have a C3 ratings supply issue. As we move past that we expect to see improvement as the year progresses.”

Dauman also sees opportunities outside the U.S., adding that while it continues to expand its presence in Europe – it recently purchased U.K. broadcaster Channel 5 – it also is eyeing markets in Latin America, Africa and China for potential growth. Viacom recently launched the Paramount Channel in Latin America to about 16 million homes and sees Africa, with a large young population as a key market, especially for mobile content. In China, which has been a huge market for its movie studio, the TV opportunity may be a few years from now, Dauman said.

Viacom CEO Philippe Dauman was light on details at a recent industry conference concerning his just-announced over-the-top content deal with Sony,  but said the electronics giant has similar pacts at the ready.

Dauman, who last year predicted that an virtual multichannel video programming distributors would be announced sometime in 2014, declined to comment when pressed for details at the Goldman Sachs Communacopia conference Wednesday, adding only that the Sony pact “gives consumers more of what they want.”

Dauman said he would leave details regarding launch dates, additional partners and pricing to Sony, adding he expected the consumer electronics giant to launch the product with great fanfare, a marketing push that the hoped Viacom would benefit from as well.

But the fact that Sony picked Viacom as its first content partner – the service agreed to carry all 22 of Viacom networks, including MTV, Nickelodeon, Comedy Central, and Spike TV – was a testament to the programmer’s  position in the young adult market.

Dauman said Viacom began addressing its need for scale in the late 1980s and early 1990s and has grown to a No. 1  position in practically every age demographic. For that reason, he said that the need to acquire more scale – which has dogged the market ever since 21st Century Fox’s attempt to acquire Time Warner  – isn’t as pressing for his networks.

“Almost every demo you look at, that includes the younger demos, we have the No. 1 position in ad supported cable,” Dauman said. “…If Fox and Time Warner were to get together, we’d still be No 1 compared to them in all these demos.”

Sony’s over the top service is one of at least three that are in the works from major distributors – Dish Network signed the Walt Disney Co.’s cable and broadcast networks up for its planned service and Verizon Communications, which bought Intel Media’s OnCue service earlier this year, is also expected to launch its own OTT product.