As expected, Warner Bros. Discovery shareholders gave the green light to Paramount Skydance‘s $111 billion deal to acquire the media company — moving David Ellison one step closer to controlling a new Hollywood empire. But investors weren’t OK with the lavish golden parachutes that CEO David Zaslav and other WBD top brass are set to receive through the merger.
At the special meeting of WBD shareholders Thursday morning, which was held virtually, investors voted “overwhelmingly” in favor of the Paramount deal, comprising $31 per share in cash for Warner Bros. Discovery, according to WBD.
However, a majority of Warner Bros. shareholders 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. Discovery board can go ahead with the payouts as planned anyway. But it shows WBD shareholders aren’t happy by the generous payments to the company’s outgoing executive team and comes after shareholders last year also voted against the WBD executive compensation packages. Shareholder advisory firm ISS recommended a vote against the compensation measure over its “problematic” tax reimbursements to Zaslav and the full vesting of the CEO’s stock awards.
Under the terms of the exit compensation package for Zaslav, he will receive $34.2 million in cash severance; $517.2 million in equity in the combined company; and $44,195 in continued health coverage reimbursement benefits, according to a WBD filing with the SEC. That’s at least $550 million. In addition, Warner Bros. Discovery has agreed to reimburse Zaslav up to $335 million for taxes assessed by the IRS on his accelerated stock vesting (although WBD says that figure will decline over time, with the final amount depending on the closing date of the Paramount pact).
In addition, Zaslav as of March 11 had $115.85 million worth of 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-competition covenant and a non-solicitation of customers and employees covenant, both of which are applicable for two years after Paramount-WBD closes.
Other top Warner Bros. Discovery execs are in line to get nine-figure payouts. J.B. Perrette, CEO and president of global streaming and games, is set 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 get an estimated $121.5 million (including $18.8 million in severance and $102.7 million in equity); CFO Gunnar Wiedenfels’ package is valued at $120 million (including $6.6 million cash severance payments and $113.1 million in equity); and Gerhard Zeiler, president of international, is set to receive $82.6 million ($11.9 million in severance and $70.7 million in equity).
Paramount’s deal to swallow WBD, clinched in February after Netflix declined to up its offer for Warner Bros., is still pending regulatory approvals by the Justice Department and European entities. It’s not known whether regulators will seek to impose certain conditions on the merger. Meanwhile, several state attorneys general have been mulling taking legal action to block the deal.
The debt-fueled deal would give Paramount Skydance, parent of CBS, CBS News, Paramount Pictures, Paramount+, BET, MTV, Nickelodeon and more, ownership of WBD businesses including HBO and HBO Max, Warner Bros.’s movie and TV studios, DC, CNN, TBS, TNT, HGTV and Discovery+. Paramount has said it expects to realize $6 billion in cost savings through the merger, indicating mass layoffs will happen if the M&A deal closes.
The special meeting of WBD shareholders — which lasted just about 10 minutes — was presided over by chairman Samuel A. Di Piazza Jr. Company execs who were in attendance included Zaslav, Campbell, Wiedenfels and chief communications officer Robert Gibbs. To be eligible to vote, shareholders must have owned WBD stock as of March 20, 2026.
Piazza said in a statement released at the conclusion of the meeting: “We appreciate the support and confidence our stockholders 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 creative talent community.”
WBD also provide 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 stockholder approval is another key milestone toward completing this historic transaction that will deliver exceptional value to our stockholders. We will continue to work with Paramount to complete the remaining steps in this process that will create a leading, next-generation media and entertainment company.”
A rep for Paramount Skydance shared this statement, with language quite similar to Zaslav’s: “Shareholder approval marks another important milestone towards completing our acquisition of Warner Bros. Discovery, building on our successful equity and debt syndications and progress across regulatory approvals. 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.”
variety.com
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