Notice of 2023 Annual Meeting of Stockholders

Table of Contents

Paramount Global

2023 Proxy Statement

Proxy Statement Highlights

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting.

2023 ANNUAL MEETING OF STOCKHOLDERS

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Paramount Global (“we,” “us,” “our,” “Paramount” or the “Company”) will be held by live webcast at the date, time and website noted below.

HOW TO VOTE

If you are a stockholder of record, you may vote during the Annual Meeting by following the instructions on the Annual Meeting website once you enter the meeting, or by proxy using any of the following methods:

Votes submitted by Internet or phone must be received by 11:59 p.m., Eastern Daylight Time, on May 7, 2023. Votes submitted by mail must be received prior to the Annual Meeting. Please see “Voting and Solicitation of Proxies” for detailed voting instructions.

VOTING MATTERS AND BOARD RECOMMENDATIONS

PROXY STATEMENT HIGHLIGHTS

HOW TO SUBMIT QUESTIONS

Holders of Class A Common Stock and Class B Common Stock may submit questions in advance of the meeting, from 9:00 a.m., Eastern Daylight Time, on April 24, 2023 until 5:00 p.m., Eastern Daylight Time, on May 3, 2023, by visiting www.proxyvote.com, entering their 16-digit control number and following the instructions. Holders of Class A Common Stock and Class B Common Stock may also submit questions during the meeting and will find instructions for doing so on the Annual Meeting website once they enter the meeting.

BOARD AND GOVERNANCE HIGHLIGHTS

Board of Directors: Nominees for Election

Our 11 director nominees (ten of whom are current members of our Board of Directors (the “Board of Directors” or “Board”)), as a group, have extensive and diverse leadership and subject matter experience and knowledge that is important to us. Our nominees include eight independent directors.

PROXY STATEMENT HIGHLIGHTS

Director Nominee Composition

EXECUTIVE COMPENSATION HIGHLIGHTS

Compensation Philosophy and Objectives

We designed our executive compensation programs to motivate and reward business success and to increase shareholder value, based on the following core objectives:

PROXY STATEMENT HIGHLIGHTS

Pay for Performance

We believe that those executives with significant responsibility and a greater ability to influence our results should have a significant portion of their total compensation tied directly to business results, and we have continued to shift our executive compensation packages to further emphasize performance-based compensation that is aligned with our business and operational strategy. Accordingly, a high percentage of our named executive officers’ (“NEOs”) and other senior executives’ total target compensation is “at risk” – meaning that we do not intend for them to receive targeted pay amounts if performance does not meet expectations. For 2022, the Compensation Committee increased the percentage of Mr. Bakish’s and our other NEOs’ long-term equity incentive awards that was delivered in performance share units to 50% and 35%, respectively.

Consistent with this philosophy, our performance-based compensation programs provide for the opportunity to reward NEOs and other senior executives for contributing to annual financial and operational performance (through annual bonus programs) and stock price appreciation (through long-term equity incentives). The only fixed component of pay is annual base salary. Annual cash incentive awards and long-term equity incentive awards are subject to company performance and/or stock price performance.

As illustrated below, approximately 90% of Mr. Bakish’s total target compensation as of December 31, 2022 was at risk and thus strongly linked to our results.

Voting and Solicitation of Proxies

SOLICITATION OF PROXIES

A proxy is being solicited by our Board of Directors for use at the Annual Meeting. The close of business on March 13, 2023 is the record date for determining the record holders of our Class A Common Stock, par value $0.001 per share, entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Holders of our non-voting Class B Common Stock, par value $0.001 per share, are not entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

As of March 13, 2023, we had outstanding 40,704,341 shares of our Class A Common Stock, with each of such shares entitled to one vote, and 610,765,722 shares of our non-voting Class B Common Stock (together with our Class A Common Stock, our “Common Stock”).

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with SEC rules, instead of mailing to stockholders a printed copy of our proxy statement, annual report and accompanying letter to stockholders (the “proxy materials”), we intend to mail to stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), which advises that the proxy materials are available on the Internet. We intend to commence our distribution of the Notice of Internet Availability on or about April 5, 2021.March 22, 2023. Stockholders receiving a Notice of Internet Availability by mail will not receive a printed copy of proxy materials, unless they so request. Instead, the Notice of Internet Availability will instruct stockholders as to how they may access and review the proxy materials on the Internet.

Stockholders who receive a Notice of Internet Availability by mail who would like to receive a printed copy of our proxy materials, including a proxy card or voting instruction card, should follow the instructions for requesting these materials included in the Notice of Internet Availability. Stockholders who currently receive printed copies of proxy materials who would like to receive future copies of these documents electronically instead of by mail should follow the instructions for requesting electronic delivery set forth in the “Other Matters” section of this proxy statement.

SUBMISSION OF PROXIES

Each of Robert M. Bakish, our President and Chief Executive Officer, and Christa A. D’Alimonte, our Executive Vice President, General Counsel and Secretary (the “proxy holders”), individually and with the power to appoint his or her substitute, has been designated by our Board of Directors to vote the shares represented by proxy at the Annual Meeting. They will vote the shares represented by each valid and timely received proxy in accordance with the stockholder’s instructions, or if no instructions are specified, in accordance with the recommendations of the Board as described in this proxy statement. If any other matter properly comes before the Annual Meeting, the proxy holders will vote on that matter in their discretion.

Holders of record of our Class A Common Stock as of March 26, 202113, 2023 may submit a proxy in the following ways:

VOTING AND SOLICITATION OF PROXIES

(who vote the shares on behalf of the respective plan participants) have adequate time to tabulate the voting instructions. Shares held in the 401(k) plansplan that are not voted or for which the trustees do not receive timely voting instructions will be voted by the trustees in the same proportion as the shares held in the plan that are timely voted.

Voting Other than by Proxy. While we encourage holders of our Class A Common Stock to vote by proxy, holders of our Class A Common Stock (other than shares held in the 401(k) plans)plan) also have the option of voting their shares during the Annual Meeting by following the instructions on the Annual Meeting website once they enter the meeting. Some holders of our Class A Common Stock hold their shares in “street name” through a broker or other nominee and are therefore known as “beneficial holders.” Beneficial holders should follow the voting instructions provided to them by their broker or other nominee in order to vote during the Annual Meeting.

REVOCATION OF PROXIES

A proxy may be revoked before the voting deadline (i) by sending written notice to Proxy Services, P.O. Box 9111, Farmingdale, NY 11735-9543, (ii) by timely submission (including telephonic or Internet submission as described above) of a proxy bearing a later date than the proxy being revoked or (iii) by voting during the Annual Meeting. Revocations made by telephone or through the Internet must be received by 11:59 p.m., Eastern Daylight Time, on May 24, 2021 7, 2023. Beneficial holders should follow the voting instructions provided to them by their broker or other nominee in order to revoke their proxy or change their vote.

Shares Held in our 401(k) Plans.Plan. Voting instructions relating to shares of our Class A Common Stock held in our 401(k) plansplan may be revoked prior to 11:59 p.m., Eastern Daylight Time, on May 20, 2021 3, 2023, by timely submission (including telephonic or Internet submission as described above) of revocation or of voting instructions bearing a later date than the voting instructions being revoked to Proxy Services, P.O. Box 9111, Farmingdale, NY 11735-9543.

QUORUM

Under our Amended and Restated Bylaws, the holders of a majority of the aggregate voting power of our Class A Common Stock outstanding on the record date, present in person or represented by proxy at the Annual Meeting, will constitute a quorum. Abstentions and broker non-votes will be treated as present for purposes of determining the presence of a quorum.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

The principal business of the Annual Meeting will be the consideration of the following matters:

The Board recommends a vote FOR matters 1, 2 and 3, THREE YEARS on matter 4, and AGAINST matter 4.matters 5 and 6.

The affirmative vote of the holders of a majority of the aggregate voting power of our Class A Common Stock entitled to vote and present in person or represented by proxy at the Annual Meeting (“majority vote”) is required to elect each of the 13 nominated directors and to determine Items 2, 5 and 6. Items 3 and 4 above.are advisory votes only and are not binding. Notwithstanding the advisory nature of these votes, as discussed under “Item 3” and “Item 4” below, the Board will consider the voting outcomes when making determinations regarding these matters. An abstention with respect to any mattermatters 1, 2, 3, 5 and 6 will have the effect of a vote against such matter, and an abstention with respect to matter 4 will not have an effect on the outcome of that matter.

VOTING AND SOLICITATION OF PROXIES

Under the Nasdaq listing standards of the Nasdaq stock market (“Nasdaq”), a broker or other nominee holding shares of our Class A Common Stock on behalf of a beneficial holder may not be permitted to exercise voting discretion with respect to some matters to be acted upon at stockholders’ meetings. Therefore, if a beneficial holder does not give the broker or nominee specific voting instructions, the holder’s shares may not be voted on those matters and a broker non-vote will occur. Under the Nasdaq

Corporate Governance

Our corporate governance practices are established and reviewed by our Board of Directors. The Board, with assistance from its Nominating and Governance Committee, regularly assesses our governance practices in light of legal and regulatory requirements, input from our stakeholders and governance best practices. In several areas, our practices go beyond the requirements of the Nasdaq listing standards. For example, despite being a “controlled company” (i.e., a company of which more than 50% of the voting power is held by an individual or another company), we have a majority of independent directors on our Board and haveentirely independent committees, including an independent Compensation Committee and an independent Nominating and Governance Committee, (along with an independent Audit Committee), which arealthough not required for controlled companies under the Nasdaq listing standards. Our Audit Committee is also entirely independent.

Our principal governance documents are as follows:

These documents are available on the “Investors—Corporate Governance & ESG” page of our website at ir.viacomcbs.com,ir.paramount.com, and copies of these documents may be requested by writing to Investor Relations, ViacomCBS Inc.,Paramount Global, 1515 Broadway, New York, New York 10036. We encourage our stockholders to read these documents, as we believe they illustrate our commitment to good governance practices. Certain key provisions of these documents are summarized below.

CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines (the “Guidelines”) set forth our corporate governance principles and practices on a variety of topics, including the responsibilities, composition and functioning of the Board, director qualifications and the roles of the Board Committees. The Guidelines are periodically reviewed and updated as needed. The Guidelines provide, among other things, that:

CORPORATE GOVERNANCE

BOARD COMMITTEE CHARTERS

Each standing Board Committee operates under a written charter that has been adopted by the Board. We have three standing Committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Committee charters set forth the purpose, objectives and responsibilities of the respective Committee and discuss matters such as Committee membership requirements, number of meetings and the setting of meeting agendas. The charters are required to be assessed annually, in accordance with the Guidelines, and are updated as needed. More information on the Committees, their respective roles and responsibilities and their charters can be found under “Our Board of Directors — Board Committees.”

GLOBAL BUSINESS PRACTICESCONDUCT STATEMENT

Our Global Business PracticesConduct Statement (“BPS”BCS”) sets forth our standards for ethical conduct required of all of our directors and employees. The BPSBCS is available on the “Investors—Corporate Governance & ESG” page of our website at ir.viacomcbs.comir.paramount.com and on our intranet sites. As part of our compliance and ethics program, we distribute the BPSBCS to our employees and directors and administer an online BPSBCS training program. Directors and full-time employees are required to certify as to their compliance with the BPSBCS and, on an ongoing basis, to disclose any potential conflicts of interest. The BPSBCS addresses, among other things, topics such as:

The BPSBCS provides numerous avenues for employees to report violations of the BPSBCS or other matters of concern, whether anonymously or with attribution. These avenues include a telephone hotline, a website and direct communication with our compliance officers and lawyers. The BPSBCS also provides that we will protect anyone who makes a good faith report of a violation of the BPSBCS and that retaliation against an employee who makes a good faith report will not be tolerated.

Waivers of the BPSBCS for our executive officers or directors will be disclosed on our website at ir.viacomcbs.comir.paramount.com or by Form 8-K filed with the SEC.

SUPPLEMENTAL CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

The Supplemental Code of Ethics is applicable to our President and Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer. The Supplemental Code of Ethics addresses matters specific to those senior financial positions in the Company, including responsibility for the disclosures made in our filings with the SEC, reporting obligations with respect to certain matters and a general obligation to promote honest and ethical conduct within the Company. The senior financial officers are also required to comply with the BPS.BCS.

Amendments to or waivers of the Supplemental Code of Ethics for these officers will be disclosed on our website at ir.viacomcbs.comir.paramount.com or by Form 8-K filed with the SEC.

Our Environmental, Social and Governance (ESG) Strategy

ViacomCBSParamount is committed to responsible and sustainable business practices, which strengthen our ability to innovate and better serve our partners, audiences and shareholders.stockholders. We are buildingcontinue to expand upon our ESGenvironmental, social and governance (“ESG”) strategy, and unifying our messages, with the goal of transparently managing and communicating about our most material ESG impacts and initiatives.

We are committed to implementing and tracking progress against goals that will position ViacomCBSus as a leader in ESG and sustainability. This commitment informs our work to integrate ESG into the way we do business and better understand our ESG impacts as a company and across our global brands.

HOW WE MANAGE ESG

Our commitment to

HOW WE MANAGE ESG starts at the top, with our Board of Directors and senior leadership. The Nominating and Governance Committee of the Board has direct oversight of our handling of ESG issues. We have assembled a team dedicated to driving our ESG strategy forward and overseeing our annual reporting and responses to ESG inquiries and assessments. We have prioritized transparency and disclosure, particularly of our most material impacts. Our ESG strategy consists of three pillars: On-Screen Content and Social Impact; Workforce and Culture; and Sustainable Production and Operations. Each of these pillars captures important parts of our business and the way we operate. As we develop and publish ESG goals in each area, we will continue to ensure the goals are relevant to our business, audiences and shareholders while being ambitious and proactive. Our commitment to ESG starts at the top, with our Board of Directors and senior leadership. The Nominating and Governance Committee of the Board has direct oversight of our handling of ESG matters and regularly considers ESG-related matters at its meetings. We have a team dedicated to driving our ESG strategy forward and overseeing our annual reporting and responses to ESG inquiries and assessments, which is led by a steering committee that includes our Chief Executive Officer, Chief Financial Officer and General Counsel. We have prioritized transparency and disclosure, particularly of our most material impacts. Our ESG strategy consists of three pillars: On-Screen Content and Social Impact; Workforce and Culture; and Sustainable Production and Operations. Each of these pillars captures important parts of our business and the way we operate. As we develop and publish ESG goals in each area, we will continue to ensure these goals are relevant to our business, audiences and shareholders.

OUR ESG COMMUNICATIONS

In 2020, we conducted and published the results of our first Company-wide ESG materiality assessment to identify the most important ESG-relatedrisks and opportunities across our business globally. The results of this ESG materiality assessment informed our ESG strategy, which we also releasedlaunched in 2020 as part of our first annual comprehensive ESG Report. In that report, weOur 2020 ESG Report provided the publicour key stakeholders with more detail about our commitment and approach to managing ESG strategically across ViacomCBS. Our materiality assessment and ESG Report are available on our website at www.viacomcbs.com/sustainability.the Company.

In 2020,2021, we also updated our Diversity and Inclusion website to show how we are continuingcontinued to make diversity, equity, inclusion equity and belonging cornerstones of our culture and business. As part of our efforts to build a culture of transparency and accountability, we are reportingreported on gender and ethnic diversity across all levels of our organization. More information about these efforts is available on our website at www.viacomcbs.com/www.paramount.com/inclusion.

In 2021, we are continuing We also continued to develop ambitious, measurable and time-bound ESG goals that align with the future of our business and the unique power of our Company and its brands. We will also publish an update to ourThe 2021 ESG Report sharingdisclosed qualitative and quantitative data across our mostseveral relevant topic areas, including diversity and inclusion, our culture, and our efforts to elevate the importance of sustainable production across the media and entertainment industry.

In 2022, we published our third annual ESG Report, which outlines the Company’s progress toward its ESG goals. The 2022 ESG Report includes updated workforce and environmental impact data, an overview of the Company’s ESG governance practices, and additional information regarding our efforts to advance diversity and inclusion in front of and behind the camera through the Company’s Office of Global Inclusion and global Content for Change initiative.

In 2023, we will continue to pursue our Company-wide ESG goals and we are working to identify appropriate ESG-related targets and goals for several of our brands and business units. To further integrate these targets and goals

Our Board of Directors

Our Board is currently comprised of 1312 members: Robert M. Bakish, Candace K. Beinecke, Barbara M. Byrne, Brian Goldner, Linda M. Griego, Robert N. Klieger, Judith A. McHale, Ronald L. Nelson, Charles E. Phillips, Jr., Shari E. Redstone, Susan Schuman, Nicole Seligman and Frederick O. Terrell.

MEETINGS OF THE BOARD

During 2020,2022, the Board held 19 meetings. Each incumbent director10 meetings, and each of our current directors attended at least 75% of the meetings of the Board and Board Committees on which such director served during 2020.served.

In addition to Board and Committee meetings, directors are expected to attend the Annual Meeting and all of the directors who stood for election in 20202022 attended our 20202022 Annual Meeting of Stockholders.

In accordance with the Guidelines and, with respect to the independent director sessions, the Nasdaq listing standards, the non-management directors meet separately without directors who are Company employees, and the independent directors meet separately without directors who are not independent as determined by the Board – in each case, at least two times each year and at such other times as they deem appropriate. The independent Chair of the Nominating and Governance Committee presides at meetings of the independent directors. During 2020, the non-management directors held five executive sessions, and the independent directors held two separate executive sessions.

DIRECTOR INDEPENDENCE

Our Guidelines provide that a majority of our directors must be independent of the Company, as “independence” is defined in the Nasdaq listing standards and in the Guidelines. The Nasdaq listing standards set forth six “bright-line” tests that require a finding that a director is not independent if the director fails any of the tests. A ViacomCBSParamount director will not be independent if any of the following relationships exist:

For this purpose, “family member” means the director’s spouse, parents, children, (other than stepchildren who do not reside in the director’s home)siblings, mothers- and siblings, whether by blood, marriage or adoption, orfathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in the director’s home (other than domestic employees). who share such person’s home.

In addition, the Nasdaq listing standards provide that a director is not independent unless the Board affirmatively determines that the director has no relationship that would impair his or her independence, which we refer to as a “material relationship.”

A relationship whereby the director has received, or a family member of the director has received for service as an executive officer, $120,000 or less in direct compensation from us during any 12-month period within the last three years, absent other circumstances; andOUR BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS

BOARD RISK OVERSIGHT

Each of these Committees reports regularly to the Board on these risk-related matters, among other items within its purview.

On a regular basis, the Board engages in discussions (which include both internal and external experts) that assist the Board and management in preparing and implementing strategic initiatives. In addition, theThe Board and Committees receivereceives regular reports from management that include matters affecting our risk profile, including operations reports from the Chief Executive Officer and from division heads, all of which include strategic and operational risks; reports from the Chief Financial Officer on financial results and the Chief Accounting Officer onprojections, credit and liquidity risks and on the integrity of internal control over financial reporting;investor relations matters; and reports from the General Counsel on legal risksand regulatory risk and material litigation; reports on internal audit activities from our Chief Audit Executive; and reports on compliance activities from our Chief Compliance Officer. The Audit Committee also receives regular reports from our Chief Technology Officer and our Chief Information Security Officer on our information security program and the management of cybersecurity risk; from our Chief Audit Executive on our internal audit plan for the upcoming fiscal year, the scope of which is to determine the adequacy and function of our risk management, control and governance processes; and from our General Counsel on our insurance program. litigation.

Outside of formal meetings, Board members have regular access to executives, including the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel and the Chief People Officer. The Committee and management reports and real-time management access collectively provide the Board with integrated insight on our management of risks.

INFORMATION SECURITY AND CYBERSECURITY

The Audit Committee has oversight of our processes and policies with respect to information security and cybersecurity and, as described above, receives regular reports from the Chief Technology Officer and Chief Information Security Officer. In 2022, the Board and management engaged in a simulated exercise designed to prepare for a potential cybersecurity incident. We also maintain a Cyber Liability insurance program. Additional information about our information security program and the management of cybersecurity risk is available in our ESG Report on our website at www.viacomcbs.com/www.paramount.com/sustainability.

OUR BOARD OF DIRECTORS

BOARD COMMITTEES

The following chart sets forth the current membership of each standing Board Committee as of the date of this proxy statement.Committee. The Board reviews and determines the membership of the Committees at least annually.

During 2020,2022, the Audit Committee held nine meetings, the Compensation Committee held seveneight meetings and the Nominating and Governance Committee held sevensix meetings. Information about these Committees, including their respective roles and responsibilities and charters, is set forth below.

Audit Committee

The Audit Committee Charter provides that the Audit Committee will be comprised of at least three members, except that the Committee is deemed to be properly constituted with at least two members in the event of a vacancy until the Board fills the vacancy. The Charter also provides that all of the members on the Committee must be independent directors. The Committee must have at least one “audit committee financial expert” and one member who is “financially sophisticated” (each as described below), and all Committee members must be able to read and understand fundamental financial statements. The Committee holds at least five regular meetings each year, and it regularly meets separately at these meetingsthroughout the year with the independent auditor, our Chief Financial Officer, our Chief Accounting Officer, our General Counsel, our Chief Compliance Officer and our Chief Audit Executive.

The Committee has the power to delegate its authority and duties to subcommittees or individual members of the Committee, as well as to retain outside advisors, in its sole discretion. The Committee has the sole authority to retain and terminate any such advisors and to review and approve such advisors’ fees and other retention terms.

The Committee is responsible for the following, among other things:

For additional information on the Committee’s role and its oversight of the independent auditor during 2020,2022, see “Report of the Audit Committee.”

Audit Committee Financial Experts. The Board has determined that all of the members of the Audit Committee are “financially sophisticated” under Nasdaq listing standards. In addition, the Board has determined that each member of the Audit Committee who is also a director nominee, including Ms. Byrne, the Chair of the Audit Committee, is “financially sophisticated” under Nasdaq listing standards and qualifies as an “audit committee financial expert,”expert” as that term is defined in the regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

OUR BOARD OF DIRECTORS

Compensation Committee

The Compensation Committee Charter provides that the Compensation Committee will be comprised of at least three members, except that the Committee is deemed to be properly constituted with at least two members in the event of a vacancy until the Board fills the vacancy. The Charter also provides that all of the members on the Committee must be independent directors and also “non-employee directors” pursuant to rule Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). The Committee holds at least four regular meetings each year, and it regularly meets separately at these meetings with its independent compensation consultant and our Chief People Officer.

The Committee has the power to delegate its authority and duties to subcommittees or individual members of the Committee, as well as to retain a compensation consultant and other outside advisors, as it deems appropriate and in accordance with applicable laws and regulations. The Committee has the sole authority to retain and terminate any such advisors and to review and approve such advisors’ fees and other retention terms.

The Committee is responsible for the following, among other things:

Consideration and Determination of Executive Compensation. The Compensation Committee reviews all components of the senior executives’specified employees’ compensation, including base salary, annual and long-term incentives and other compensatory arrangements. In approving compensation for the senior executives,specified employees, the Committee considers the input and recommendations of the Chief Executive Officer, the Chief People Officer and any other executive officers to whom those senior executives report. As described below, the Compensation Committee also considers the input from its independent compensation consultant in making decisions on compensation matters.

The Committee reviews and approves goals and objectives relevant to the compensation of the President and Chief Executive Officer and, together with the Nominating and Governance Committee, annually evaluates his performance in light of those goals and objectives, after considering the input of the non-management directors. The results of this evaluation are then reported to the non-management directors. The Compensation Committee sets the compensation of our President and Chief Executive Officer, taking this evaluation into account, and reports to the Board on this process.

Our processes and procedures for the consideration of executive compensation and the role of our executive officers in determining or recommending the amount or form of executive compensation are more fully described in the “Compensation Discussion and Analysis” section.

The Compensation Committee has the power to delegateAs authorized by its authority and duties to subcommittees or individual members of the Committee as it deems appropriate and in accordance with applicable laws and regulations. Also, as authorized,Charter, the Committee has delegated to the President and Chief Executive Officer limited authority to grant long-term incentive awards under our long-term incentive plan to executives who are not “specified employees” (as defined in the Committee’s charter),specified employees, in connection with their hiring, promotion or contract renewal and to modify certain terms of outstanding equity grants in some post-termination scenarios, as discussed in the “Compensation Discussion and Analysis” section. Any use of this delegated authority is reported to the Committee at its next regularly-scheduled meeting.

Our processes and procedures for the consideration of executive compensation and the role of our executive officers in determining or recommending the amount or form of executive compensation are more fully described in the “Compensation Discussion and Analysis” section.

The Committee is empoweredcurrently retains independent compensation consulting firm ClearBridge Compensation Group LLC to retainprovide expert compensation consultants having special competenceadvice to assist the Committee in evaluatingits review of senior executive officer and other employee compensation. The Committee has the sole authority to retain and terminate such consultantsthe independent compensation consultant and to review and approve such consultants’the firm’s fees and other retention terms. The Committee currently retainsmaintains a policy requiring that its independent compensation consulting firm ClearBridge Compensation Group LLC (“ClearBridge”)consultant not provide services to advisethe Company other than (i) its services to the Committee inand (ii) its reviewservices to the Company with respect to the evaluation of senior executivenon-employee director compensation. The Compensation Committee has a policy providing that the independent compensation consulting firm willClearBridge did not be considered as a provider ofprovide any other services to us and ClearBridge does not perform any such services.the Company in 2022. In furtherance of the Committee’s review of senior executive compensation, the independent consultant examines the compensation practices at companies with which we compete

OUR BOARD OF DIRECTORS

for senior executive talent, including those companies engaged in similar business activities and other publicly tradedpublicly-traded U.S. companies, and provides other analysis, as more fully described in the “Compensation Discussion and Analysis” section. In March 2021,2023, the Compensation Committee assessed the independence of ClearBridge and determined that the firm’s work for the Committee did not raise any conflicts of interest.

Board Diversity. The Committee considers diversity as part of its review of the composition of the Board. The Committee considers diversity to be a broadly defined concept that takes into account professional experience, gender and ethnicity, among other characteristics. Multiple industries and areas of expertise are represented on the Board, including entertainment and media, banking, legal, technology, information security and management consulting. Additionally, distinguished contributors to governmental and not-for-profit organizations also serve on the Board. Multiple professions are represented among the directors, including current and past experience as principal executive officers, principal financial officers, attorneys, high-ranking government officials, entrepreneurs and television and film executives. The Committee assesses the effectiveness of its consideration of diversity as part of its annual nomination process when it reviews the composition of the Board as a whole.

OUR BOARD OF DIRECTORS

COMMUNICATIONS WITH DIRECTORS

Stockholders and other parties interested in contacting our non-management directors may send an email to nonmanagementdirectors@viacomcbs.comnonmanagementdirectors@paramount.com or write to ViacomCBS Inc.,Paramount Global, 1515 Broadway, New York, NY 10036-5794,10036, Attention: Non-Management Directors – 52^nd Floor. The non-management directors’ contact information is also available on the “Investors—Shareholder Services, Alerts, & FAQs” page of our website at ir.viacomcbs.com.ir.paramount.com. The non-management directors have approved the process for handling communications received in this manner.

Stockholders should also use the email and mailing address for the non-management directors to send communications to the Board. The process for handling stockholder communications to the Board received in this manner has been approved by the independent directors of the Board. Correspondence relating to accounting or auditing matters will be handled in accordance with procedures established by the Audit Committee for such matters.

Security Ownership of Certain Beneficial Owners and Management

The table below sets forth as of MarchFebruary 1, 20212023 information concerning the beneficial ownership of our Class A and Class B Common Stock by (i) each current director and director nominee, (ii) each NEO and (iii) our current directors and executive officers as a group. Each person has sole voting and investment power over the shares reported, except as noted. Also set forth below is information concerning the beneficial ownership by each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Class A Common Stock. As of MarchFebruary 1, 2021,2023, there were 51,969,31740,704,595 shares of our Class A Common Stock outstanding and 569,672,181609,810,905 shares of our Class B Common Stock outstanding. Information set forth below for Ms. Spade is as of August 9, 2020, the last day she served as our Executive Vice President, Chief Financial Officer.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Related Person Transactions

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

The Board has a written policy whereby the Nominating and Governance Committee reviews and approves, ratifies or takes other actions it deems appropriate with respect to related person transactions, as defined under the rules of the SEC. Under the policy, the Committee shall approve only related person transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders, as the Committee determines in good faith. In its review, the Committee considers the importance of the transaction to the Company and the related person; the related person’s relationship with the Company and interest in the transaction; the terms of the transaction, including the dollar amount involved; the impact on a director’s independence if the transaction involves a director; the availability of other sources of comparable products or services; whether the transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally; and any other information the Committee deems appropriate.

Any member of the Committee who is a related person with respect to a transaction under review may not participate in the review or vote respecting the transaction; however, that person may be counted in determining the presence of a quorum at a meeting of the Committee that considers the transaction.

Under the policy, management is primarily responsible for determining whether a related person has a direct or indirect material interest in a transaction with the Company. The determination will be made after a review of information obtained from the related person and information available from our records. Our legal and controller’s groups are responsible for establishing and maintaining policies and procedures to ensure implementation of the policy across the Company.

TRANSACTIONS WITH NATIONAL AMUSEMENTS

National Amusements licenses films in the ordinary course of business for its motion picture theaters from all major studios, including Paramount.Paramount Pictures. Payments made to us in connection with these licenses for fiscal year 20202022 amounted to approximately $2.7 million$14,309,000 and are continuing in fiscal year 20212023 as a result of this ongoing relationship. National Amusements also licenses films from a number of unaffiliated companies, and Paramount Pictures expects to continue to license films to National Amusements on similar terms in the future. In addition, National Amusements and Paramount Pictures have had co-op advertising arrangements which are continuing in fiscal year 2021, and occasionally engage in other ordinary course transactions (e.g., movie ticket purchases and various promotional activities) from time to time. Intime; Paramount Pictures paid National Amusements approximately $243,000 in connection with these arrangements and transactions, Paramount paid National Amusements a total of approximately $48,490 in fiscal year 2020.2022. We believe that the terms of these transactions between National Amusements and Paramount Pictures were no more or less favorable to Paramount Pictures than transactions between unaffiliated companies and National Amusements.

OTHER TRANSACTIONS

In November 1995, we entered into an agreement with Gabelli Asset Management Company (“GAMCO”)GAMCO pursuant to which GAMCO manages certain assets for qualified U.S. pension plans sponsored by us. For 2020,2022, we paid GAMCO approximately $183,920$228,000 for such investment management services. We believe that the terms of the agreement with GAMCO are no more or less favorable to us than we could have obtained from unrelated parties. Entities that are affiliated with GAMCO collectively own 4,103,8963,997,551 shares of our Class A Common Stock, according to a Schedule 13D/A filed with the SEC on January 28, 2021September 16, 2022 by such entities (the latest filing available), which shares, as of March 26, 2021,13, 2023, represented approximately 10.1%9.8% of the outstanding shares of the class.

Matthew Jafar, the brother-in-law of Julia Phelps, our Executive Vice President, Chief Communications and Corporate Marketing Officer, is employed by us as Senior Director, of Global ConsumerCorporate Insights. Mr. Jafar served in his position prior to Ms. Phelps’ appointment to her current role, and Ms. Phelps was not involved in Mr. Jafar’s hiring. Mr. Jafar has never served in Ms. Phelps’ reporting line, and Ms. Phelps is not involved with decisions regarding Mr. Jafar’s compensation. Mr. Jafar received compensation in 20202022 in an amount consistent with the compensation paid to other employees at his level.

Item 1 — Election of Directors

The Board of Directors proposes the election of 1311 directors, all10 of whom are current members of our Board. Each director elected at the Annual Meeting will hold office, in accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, until the next annual meeting or until his or her successor is duly elected and qualified. The Board’s nominees for election are Robert M. Bakish, Candace K. Beinecke, Barbara M. Byrne, Brian Goldner, Linda M. Griego, Robert N. Klieger, Judith A. McHale, Ronald L. Nelson,Dawn Ostroff, Charles E. Phillips, Jr., Shari E. Redstone, Susan Schuman, Nicole Seligman and Frederick O. Terrell. All of the nominees except Ms. Ostroff were elected at our 20202022 Annual Meeting of Stockholders. Ms. Ostroff is not currently a member of the Board.

For a description of certain arrangements relating to nominations of directors and the composition of the Board, see “Our Board of Directors — Board Committees — Nominating and Governance Committee.”

If, for any reason, any of the director nominees becomes unavailable for election, the proxy holders may exercise discretion to vote for substitute nominees proposed by the Board. Each of the director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.

Each director nominee for our Board brings a diversity of skills and experiences to his or her service on the Board, as listeddescribed below.

Information about each director nominee is set forth below.