Warner Bros. Discovery shareholders delivered a clear verdict Thursday. Nearly 99% backed the $110 billion merger with Paramount Skydance. Just 17% supported CEO David Zaslav's exit package, potentially worth $887 million. The split decision underscores tensions in Hollywood's latest consolidation push.
The virtual special meeting drew votes from shares representing 70% of WBD's outstanding stock. Approval came swiftly for the deal—$31 per share in cash. Dissent was minimal, under 1%. But executives' compensation drew fire. Investors owning 1.44 billion shares voted no. Only 307.7 million said yes. Abstentions totaled 9.34 million. Deadline Hollywood called the rejection "eye-opening."
And the pay plan? Eye-popping too. Zaslav stood to pocket $34.2 million in cash severance. Equity awards added over $517 million. Tax reimbursements could push the total to $887 million, depending on closing timing. Other executives eyed packages from $82 million to $142 million. Proxy advisor Institutional Shareholder Services labeled Zaslav's deal "extraordinary" and "problematic," urging a no vote. Shareholders listened.
Non-binding, though. The board holds final say. Still, the message landed hard. Zaslav recently sold $114 million in stock. He holds vested awards worth $115.85 million as of mid-March. Variety noted the vote against "exit pay packages for Zaslav and other execs."
So why the merger thumbs-up? Value. The $31-a-share offer quadrupled WBD's price from a year ago. It emerged from a bidding war. Netflix initially bid $82.7 billion for streaming and studio assets. Paramount Skydance topped it with $111 billion enterprise value. WBD's board picked the winner in late February. Business Insider detailed the shift.
David Zaslav hailed the outcome. "Today’s stockholder approval is another key milestone toward completing this historic transaction that will deliver exceptional value to our stockholders," he said, per The Guardian. Paramount's spokesperson echoed: "We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company." WBD board chair Samuel Di Piazza added, "With Paramount, we look forward to creating an exceptional combined company that will expand consumer choice and benefit the global creative talent community."
The Combined Giant Emerges
Picture this powerhouse. Warner Bros. Pictures and Paramount Pictures under one roof. HBO Max merges with Paramount+. CNN alongside CBS. MTV and HGTV join the cable lineup. Studios, streamers, networks—all bundled. Enterprise value hits $111 billion. Closing eyed for coming months, pending regulators.
But hurdles loom. The U.S. Department of Justice likely approves. State attorneys general probe. International watchers circle. California AG Rob Bonta leads domestic scrutiny. Hollywood stars push back. Ben Stiller, Mark Ruffalo signed a letter warning the deal "would further consolidate an already concentrated media landscape," yielding "fewer opportunities for creators, fewer jobs… higher costs, and less choice for audiences." The Hollywood Reporter covered the green light amid pay rejection.
Zaslav's tenure? Controversial. He helmed Discovery's 2022 WarnerMedia merger. Cost cuts followed—layoffs, project shelves. Stock lagged. Now, this payout revolt. Even as the deal advances. New York Post pegged Zaslav's parachute at $886 million.
Investors bet big anyway. The merger promises scale against streaming giants. Netflix, Disney dominate. Paramount Skydance, led by David Ellison, brings fresh capital. Larry Ellison's backing helps. Termination fee: $7 billion if regulators kill it.
Rejection stings Zaslav personally. Symbolic power. Boards often ignore such votes. Not always. Pressure mounts. X buzzed with reactions. One post: "Shareholders said ‘yes’ to the deal, but a loud ‘no’ to Zaslav cashing out." Another: "Peak hypocrisy. Merge everything… but screw the exec?"
Regulators next. States could block. Antitrust fears rise. Fewer players mean less competition. Creators worry. Audiences too. Yet shareholders see dollars. $31 a share. Fourfold gain.
The vote clears one bar. Paramount eyes closure soon. Zaslav? His board must decide. Pay or no pay. Hollywood watches. Consolidation rolls on. Deals like this reshape the industry. One rejection at a time.
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