German media company ProSiebenSat.1 is preparing a significant change to its governance structure, proposing a reduction of its Supervisory Board from nine to seven members.
The move, to be voted on at the virtual Annual General Meeting on 20 May 2026, is positioned as part of the group’s broader effort to streamline decision‑making and cut costs.
The proposal follows the planned departures of Dr Katrin Burkhardt and Vice Chairman Prof Cai‑Nicolas Ziegler, both of whom will leave the Board at the close of the AGM. Rather than refill both seats, the Executive Board and Supervisory Board are jointly recommending a smaller body, arguing that a leaner structure will support greater efficiency. As part of the same package, they are also seeking shareholder approval to lower Supervisory Board remuneration.
To form the newly sized Board, four candidates will stand for election: Katharina Behrends, Michael Eifler, Thomas Ingelfinger and Simone Sole. Behrends and Ingelfinger’s terms expire at the AGM, while Sole and Eifler have been serving since their court appointments in October 2025. According to ProSiebenSat.1, the proposed line‑up ensures continuity during an ongoing strategic transformation.
Alongside the governance changes, shareholders will be asked to approve a series of capital‑structure authorisations, including new authorised capital, a renewed mandate to issue up to €700 million in convertible or option bonds backed by new contingent capital, and a fresh authorisation to acquire and use treasury shares. Any exclusion of pre‑emptive rights would be capped at 20% of share capital.
The planned reduction in Board size and the capital‑structure measures reflect a commitment to a more agile organisation with the financial flexibility to pursue strategic opportunities, according to Supervisory Board Chair Maria Kyriacou.
The AGM will take place virtually on 20 May, with registration required by 13 May.
