WBD shareholders approve the Paramount merger — but reject David Zaslav's pay package

· Business Insider

Shareholders don't like Warner Bros. Discovery CEO David Zaslav's pay package.
  • Warner Bros. Discovery shareholders voted to approve the Paramount Skydance deal.
  • However, WBD investors voted against the pay package for executives like CEO David Zaslav.
  • Some of Hollywood's biggest stars have spoken out against the deal.

Paramount Skydance's plan to buy Warner Bros. Discovery is one step closer to reality.

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WBD shareholders voted to approve the Paramount acquisition during a special meeting on Thursday morning. WBD's board of directors approved the deal in late February, after originally picking Netflix's offer to buy its key streaming and studio assets.

However, WBD investors voted against the proposed compensation package for executives, including CEO David Zaslav, who was slated to earn up to nearly $887 million. This vote is not binding, making it more of a symbolic gesture. The board will ultimately decide the compensation.

Institutional Shareholder Services (ISS), a large and influential shareholder advisory firm, recommended that WBD investors vote for the Paramount acquisition and against the executive pay package, which it viewed as excessive.

The $111 billion mega-merger between Paramount and WBD would bring together assets like studios Paramount Pictures and Warner Bros.; streamers Paramount+ and HBO Max; TV networks CBS and CNN; and cable channels MTV and HGTV.

Paramount's WBD deal won't be official until it secures regulatory approval, both in the US and abroad.

Although the US Department of Justice is widely expected among analysts to give the Paramount-WBD deal a thumbs-up, state attorneys general and international regulators could try to block the acquisition.

Some top Hollywood stars are skeptical of the Paramount-WBD tie-up. An open letter signed by stars including Ben Stiller and Mark Ruffalo — and over 4,000 people in total — said that the deal "would further consolidate an already concentrated media landscape" and result in "fewer opportunities for creators, fewer jobs across the production ecosystem, higher costs, and less choice for audiences" in the US and abroad.

After the vote, a Paramount spokesperson said in a statement that the company looked forward to closing the deal "in the coming months" and forming a combined company "that better serves both the creative community and consumers."

WBD board chair Samuel Di Piazza said in a statement that WBD looked forward to creating a company "that will expand consumer choice and benefit the global creative talent community."

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