Warner Bros. Discovery just cleared a major hurdle in its future, and things are getting very real for this massive Paramount merger. Shareholders have officially signed off on the $111 billion deal that would reshape the entertainment landscape, but they didn’t hold back when it came to how the company is rewarding its top executives on the way out.
At a virtual shareholder meeting that barely stretched past 10 minutes, investors overwhelmingly approved Paramount Skydance’s plan to acquire Warner Bros. Discovery at $31 per share in cash. That vote moves the deal one step closer to completion and puts David Ellison on track to take control of a seriously powerful entertainment empire.
But while the merger itself got strong support, the same couldn’t be said for the executive compensation tied to it. A majority of shareholders voted against the massive exit packages lined up for CEO David Zaslav and other top brass. It doesn’t actually stop those payouts from happening since the vote is non-binding, but it sends a pretty clear message about how investors feel.
According to filings, Zaslav’s exit package is enormous. He’s set to receive $34.2 million in cash severance, $517.2 million in equity, and $44,195 in health-related reimbursements. That puts the total at over $550 million. On top of that, the company agreed to cover up to $335 million in taxes tied to his accelerated stock vesting, though that number could shift depending on when the deal closes.
Zaslav also already holds $115.85 million in vested stock, and recently sold $114 million worth of shares. Even after stepping down, he’ll be bound by a two-year non-compete and non-solicitation agreement.
He’s not the only one walking away with a massive payday. Other executives are set to collect eye-popping sums as well. J.B. Perrette is in line for about $142 million, Bruce Campbell around $121.5 million, Gunnar Wiedenfels roughly $120 million, and Gerhard Zeiler about $82.6 million.
The pushback from shareholders follows concerns raised by advisory firm ISS, which flagged “problematic” tax reimbursements and full stock vesting as major issues. This also isn’t the first time investors have voiced frustration over executive compensation at the company.
Even with shareholder approval secured, the deal isn’t locked in just yet. Regulatory reviews are still underway, including scrutiny from the Justice Department and European authorities. There’s also growing political and industry resistance.
Sen. Elizabeth Warren said after the vote, saying: “The Paramount-Warner Bros. merger isn’t a done deal. State attorneys general across the country are stepping up to stop this antitrust disaster. We need to keep up this fight.”
Opposition is also coming from Hollywood creatives and unions. The BlockTheMerger campaign, backed by the Writers Guild of America, says an open letter against the deal has already gathered more than 4,000 signatures.
If it does go through, the merger would combine an enormous portfolio of brands. Paramount’s umbrella includes CBS, Paramount Pictures, and Paramount+, while Warner Bros. Discovery brings HBO, DC, CNN, and more into the mix. The company has already projected $6 billion in cost savings, which often signals layoffs could be part of the equation.
WBD chairman Samuel A. Di Piazza Jr. struck an optimistic tone after the vote, saying: “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.”
Zaslav echoed that sentiment, stating: “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 spokesperson for Paramount Skydance added: “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.”
So, the deal is moving forward, but it’s coming with some serious side-eye from investors, lawmakers, and the creative community. Whether this becomes the next big Hollywood power player or a cautionary tale is still up in the air.
Source: Paramount
