Warner Bros Shareholders Approve Paramount Merger, Vote Against Zaslav Pay Package
As expected, Warner Bros. shareholders gave Discovery greenlit Paramount Skydance’s $111 billion deal to acquire the media company, putting David Ellison one step closer to taking control of a new Hollywood empire. But investors weren’t happy with the lavish golden parachutes that CEO David Zaslav and other top WBD executives will receive from the merger.
At WBD’s special meeting of shareholders Thursday morning, held virtually, investors voted “overwhelmingly” in favor of the Paramount deal, which WBD said was $31 per share in cash for Warner Bros. Discovery included.
A majority of Warner Bros. shareholders. however, voted against the compensation packages for Zaslav and WBD’s other named executive officers in connection with the Paramount merger.
It’s a purely symbolic rebuke: the shareholder advisory vote is non-binding, meaning the Warner Bros. board. Regardless, Discovery can continue with payouts as planned. But it shows that WBD shareholders are not happy with the generous payments to the company’s outgoing management team, after shareholders also voted against WBD management compensation packages last year. Shareholder advisory firm ISS recommended voting against the compensation measure due to the “problematic” tax refunds to Zaslav and the full allocation of the CEO’s shares.
Under the terms of Zaslav’s exit compensation package, he will receive a $34.2 million severance package; $517.2 million of equity in the combined company; and $44,195 in continued health coverage fees, according to a WBD filing with the SEC. That’s at least $550 million. In addition, Warner Bros. Discovery agreed to reimburse Zaslav up to $335 million for taxes imposed by the IRS on his accelerated stock acquisition (although WBD says this amount will decrease over time, with the final amount depending on the closing date of the Paramount pact).
SEE ALSO: $500 Million Exit: David Zaslav Leaves Warner Bros. like a rich man, but he would like to stay longer
In addition, as of March 11, Zaslav had $115.85 million in vested stock awards from Warner Bros. Discovery, according to the filing. And last month, Zaslav sold $114 million worth of WBD stock.
Zaslav is subject to a non-compete agreement and a non-solicitation ban on customers and employees, both of which will apply for two years following the closure of Paramount-WBD.
Other top Warner Bros. executives Discovery are in line for a nine-figure payout. JB Perrette, CEO and president of global streaming and games, is expected to receive $142 million (including $18.2 million in cash severance payments and $123.9 million in equity); Chief Revenue and Strategy Officer Bruce Campbell will receive an estimated $121.5 million (including $18.8 million in severance packages and $102.7 million in equity); CFO Gunnar Wiedenfels’ package is valued at $120 million (including $6.6 million in cash severance packages and $113.1 million in equity); and Gerhard Zeiler, president of International, is expected to receive $82.6 million ($11.9 million in severance packages and $70.7 million in equity).
Paramount’s deal to swallow WBD, which was sealed in February after Netflix rejected its bid for Warner Bros. to increase is still awaiting approval by the Ministry of Justice and European entities. It is not known whether regulators will impose certain conditions on the merger. Meanwhile, several attorneys general are considering taking legal action to block the deal.
The debt-fueled deal would give Paramount Skydance, parent company of CBS, CBS News, Paramount Pictures, Paramount+, BET, MTV, Nickelodeon and more, ownership of WBD companies including HBO and HBO Max, the Warner Bros. film and TV studios, DC, CNN, TBS, TNT, HGTV and Discovery+. Paramount has said it expects to realize $6 billion in cost savings from the merger, indicating that there will be massive layoffs if the merger and acquisition deal is completed.
The special meeting of WBD stockholders – which lasted only about 10 minutes – was chaired by Chairman Samuel A. Di Piazza Jr. The company’s executives included Zaslav, Campbell, Wiedenfels and Chief Communications Officer Robert Gibbs. To be allowed to vote, shareholders must have owned WBD shares as of March 20, 2026.
Piazza said in a statement at the end of the meeting: “We appreciate the support and trust our shareholders have placed in us to unlock the full value of our world-class entertainment portfolio. With Paramount, we look forward to creating an exceptional combined company that will expand consumer choice and benefit the global community of creative talent.”
WBD also features a comment from Zaslav: “Over the past four years, our teams have transformed Warner Bros. Discovery and returned the company to industry leadership. Today’s shareholder approval is another important milestone toward completing this historic transaction that will deliver exceptional value for our shareholders. We will continue to work with Paramount to complete the remaining steps in this process, creating a leading next-generation media and entertainment company.”
A Paramount Skydance representative shared this statement, in language very similar to Zaslav’s: “The shareholder approval marks another important milestone toward completing our acquisition of Warner Bros. Discovery, building on our successful equity and debt syndications and progress on regulatory approvals. We look forward to closing the transaction in the coming months and creating a next-generation media and entertainment company that can better serve both the creative community and consumers are.”
