Warner Bros Shareholders Approve Paramount Merger, Reject Zaslav Compensation Package

Warner Bros Shareholders Approve Paramount Merger, Reject Zaslav Compensation Package

Warner Bros. Discovery (WBD) shareholders have approved the $111 billion acquisition deal with Paramount Skydance. This approval is a significant step toward creating a major new player in Hollywood, led by David Ellison.

Shareholder Votes on Paramount Merger

The special meeting held virtually on Thursday saw investors overwhelmingly supporting the merger, as per WBD’s reports. Shareholders voted in favor of receiving $31 per share in cash.

Rejection of Executive Compensation

Despite the merger approval, WBD shareholders opposed the proposed compensation packages for CEO David Zaslav and other executives. The vote against these packages was mainly symbolic, as it was non-binding, allowing the board to proceed with the payouts.

  • David Zaslav’s exit compensation includes:
    • $34.2 million in cash severance
    • $517.2 million in equity
    • $44,195 for health coverage reimbursement
    • Up to $335 million for taxes on stock vesting
  • Other executive packages include:
    • J.B. Perrette: $142 million
    • Bruce Campbell: $121.5 million
    • Gunnar Wiedenfels: $120 million
    • Gerhard Zeiler: $82.6 million

Regulatory Scrutiny and Future Implications

The merger awaits regulatory approvals from both the Justice Department and European entities. There are concerns about potential legal actions from state attorneys general aimed at blocking the deal.

If finalized, Paramount Skydance would gain control of WBD’s valuable assets, including HBO, CNN, and Discovery+. The deal also promises $6 billion in cost savings, which could lead to significant layoffs.

Statements from Leadership

Samuel A. Di Piazza Jr., WBD’s chairman, expressed gratitude for shareholder support, highlighting expectations for expanded consumer choices. Zaslav stated that the approval marks another milestone toward delivering exceptional value.

Paramount Skydance echoed this sentiment, emphasizing the potential of the merger to create a leading next-generation media company.

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