Warner Bros. Discovery Shareholders Vote on Paramount Merger

On Tuesday, shareholders of Warner Bros. Discovery (WBD) approved the company’s $81 billion merger with Paramount Skydance, though they did not greenlight CEO David Zaslav’s hefty golden parachute worth $886 million.

During a special shareholder meeting held Thursday morning, investors gave overwhelming support for Paramount’s acquisition of WBD, which offers $31 in cash for each share. However, when it came to Zaslav’s substantial compensation package, the majority of shareholders opted against it.

Despite the rejection, it’s worth noting that the board can still make the payment, as the shareholder vote is non-binding.

This week, the advisory firm ISS had also recommended a “no” vote on Zaslav’s pay, noting some concerns regarding “questionable” tax refunds and full stock vesting for the CEO.

Zaslav’s current severance agreement includes a minimum of $550 million, comprising $34.2 million in cash, $517.2 million in company stock, and approximately $44,195 in health insurance benefits.

Other notable compensation figures among WBD executives include JB Perrette, CEO of Global Streaming and Gaming, set to earn $142 million, while Chief Revenue Officer Bruce Campbell and Chief Financial Officer Gunnar Wiedenfels will receive $121.5 million and $120 million, respectively.

This significant payout arises after CBS and Paramount negotiated to acquire WBD, the owner of HBO, CNN, and Warner Bros. Pictures, following Netflix’s refusal of a higher offer.

As the merger has drawn scrutiny, several state attorneys general are contemplating potential legal challenges. Earlier in the month, over 1,000 individuals from the Hollywood community—including actors and writers like Ben Stiller and Jane Fonda—signed an open letter opposing the merger. They expressed concerns that it would lead to a more concentrated media landscape, resulting in fewer opportunities for creators, job losses, higher costs, and diminished choices for audiences.

The merger is currently pending approval from regulators, including the Department of Justice and European authorities. After the shareholder meeting, Chairman Samuel A. Di Piazza Jr. remarked on the company’s appreciation for shareholder trust and support aimed at maximizing the value of WBD’s entertainment assets.

Zaslav also shared thoughts on the partnership, indicating a commitment to collaborate with Paramount to finalize the process and reshape the media landscape.

A spokesperson from Paramount emphasized that securing shareholder approval is a crucial step toward completing the acquisition of WBD, underscoring the anticipated benefits for creative professionals and consumers alike.