Warner Bros. Discovery shareholders delivered a lopsided vote Thursday favoring the Paramount Skydance merger, but sent a pointed message about executive compensation in the process.
More than 1.7 billion votes backed the deal, with only 16.3 million opposed. The overwhelming support clears a major regulatory and corporate hurdle as the two media giants move toward combining operations.
The shareholder rejection of the executive compensation package, however, was just as decisive. Roughly 1.4 billion votes came in against the proposal, compared to 307.7 million in favor. The package would have guaranteed CEO David Zaslav at least $500 million under the merger terms.
The compensation vote was non-binding and carries no legal weight in blocking the deal's completion. Zaslav and other executives could still receive the full payments outlined in the package once the merger closes, regardless of shareholder sentiment.
The distinction highlights a widening gap between institutional shareholders and executive leadership over pay arrangements. While investors embraced the strategic rationale for combining with Paramount, they made clear their objections to the compensation structure steering the transaction.
Zaslav has run WBD since 2022, inheriting the CEO role after overseeing Discovery's blockbuster acquisition of Warner Media from AT&T in 2020. The stock underperformed until Paramount's parent company showed interest in acquiring WBD last year, setting current deal negotiations in motion.
Paramount issued a statement framing the shareholder approval as a key milestone. "We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers," a company spokesperson said.
WBD expects regulatory approvals to conclude by the third quarter of this year, allowing both firms to complete the combination on that timeline. The deal still faces review from federal authorities before final closure.
Author James Rodriguez: "Shareholders just voted to merge with Paramount while slapping down a CEO payday that would dwarf most compensation packages in corporate America, which tells you everything about how badly investors want this deal done and how little they trust the rationale for the executive windfall."
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