Shareholders Approve Paramount-WBD Merger, but Reject Zaslav Pay

Warner Bros. Discovery shareholders “overwhelmingly” approved the TNT Sports parent company’s planned $110 billion merger with Paramount, but just as forcefully rejected a lucrative pay package for WBD CEO David Zaslav. 

In a special meeting held early Thursday, WBD investors gave the green light to the CBS parent company continuing with the planned deal. That pact emerged in late February after WBD initially planned to sell its studios and streaming businesses to Netflix in a separate deal. 

The David Ellison-led Paramount, however, mounted a hostile bid for WBD, ultimately prevailing as Netflix said its intended pact was a “nice-to-have” deal, and not a “need-to-have” one.

WBD investors, meanwhile, gave a preliminary rebuke to the company’s plan to award Zaslav as much as $886 million in golden-parachute compensation related to the Paramount merger. The vote is a non-binding and advisory one, and full voting results will be released at a later date—though companies are frequently responsive to shareholder statements of this type. Both individual and institutional investors pointed to what it called an excessive award.

Institutional Shareholder Services, an influential proxy advisory firm, previously urged a “no” vote on Zaslav’s pay package and called it “extraordinary” and “problematic.”

That proposed outlay to Zaslav also emerged as WBD, like many other media entities, has been in the midst of staff cuts. Last year, before the Paramount deal happened, WBD shareholders similarly retooled Zaslav’s annual pay package. 

Next Steps

With the shareholder approval in hand, the focus for Paramount and WBD now turns to regulatory approval. That’s already been expected to be a rocky path, with multiple officials at state, federal, and international levels quickly signaling concerns.

“A Paramount Skydance-Warner Bros. merger is an antitrust disaster threatening higher prices and fewer choices for American families,” said Sen. Elizabeth Warren (D., Mass.) immediately after the initial pact was struck. “A handful of Trump-aligned billionaires are trying to seize control of what you watch and charge you whatever price they want.”

The companies, however, intend to complete the deal by the third quarter of this year. If that does happen, the combined media entity would have one of the largest sets of sports rights in the industry, with its programming spanning nearly every major sports league outside of the NBA, and including top entities and events such as the NFL, March Madness, and The Masters.

The combined company will also have a significant presence in streaming as Paramount intends to merge its own Paramount+ and HBO Max into a single service.