As expected, Warner Bros. Discovery shareholders have given the go-ahead to Paramount Skydance’s $111 billion deal to buy the media company, moving David Ellison one step closer to controlling his new Hollywood empire. But investors weren’t thrilled about the lavish golden parachutes that CEO David Zaslav and other WBD executives were expected to receive through the merger.
At a special meeting of WBD shareholders held virtually Thursday morning, investors “overwhelmingly” voted in favor of Paramount’s acquisition of Warner Bros. Discovery for $31 per share in cash, WBD said.
However, a majority of Warner Bros. shareholders voted against the compensation package for Mr. Zaslav and WBD’s other named executive officers in connection with the Paramount merger.
This is a purely symbolic rebuke. Shareholder advisory votes are non-binding. That means Warner Bros.’ Discovery board can proceed with the dividend anyway as planned. However, this is an indication that WBD shareholders are not satisfied with the generous payouts to outgoing executives, and comes after shareholders also voted against WBD’s executive compensation package last year. Shareholder advisory firm ISS recommended voting against the compensation package for Zaslav’s “questionable” tax refund and full vesting of the CEO’s stock compensation.
Under the terms of Mr. Zaslav’s severance package, he will receive a cash severance package of $34.2 million. The combined company’s capital will be $517.2 million. According to documents filed by WBD with the SEC, it will pay $44,195 in ongoing health insurance reimbursement benefits. That’s at least $550 million. In addition, Warner Bros. Discovery has agreed to reimburse Mr. Zaslav up to $335 million in taxes assessed by the IRS related to the accelerated vesting of his shares (although WBD says this number will decrease over time and that the final amount will depend on the closing date of the Paramount agreement).
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In addition, Zaslav received $115.85 million worth of vested stock compensation from Warner Bros. Discovery as of March 11, 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 agreement for customers and employees, both of which will apply for two years after Paramount-WBD closes.
Other top executives at Warner Bros. Discovery will also receive nine-figure payouts. JB Perrette, CEO and President of Global Streaming and Gaming, will receive $142 million, including $18.2 million in severance cash and $123.9 million in stock. Bruce Campbell, chief revenue and strategy officer, will receive an estimated $121.5 million, including $18.8 million in severance and $102.7 million in stock. CFO Gunnar Wiedenfels’ package is valued at $120 million (including $6.6 million in cash and $113.1 million in stock for severance). International Chairman Gerhard Zeiler will receive $82.6 million ($11.9 million in severance and $70.7 million in stock).
Paramount’s acquisition deal with WBD was finalized in February after Netflix rejected an increased offer to Warner Bros., but it still awaits regulatory approval by the Justice Department and European bodies. It is unclear whether regulators will seek to impose certain conditions on the merger. Meanwhile, several state attorneys general are considering legal action to block the deal.
Sen. Elizabeth Warren (D-Mass.), who has been a staunch opponent of the deal, said in a statement after the shareholder vote that “the Paramount-Warner Bros. merger was not a done deal.” “State attorneys general across the country are stepping up to stop this antitrust disaster, and we need to continue this fight.”
The proposed mega-deal has also drawn significant opposition from Hollywood unions, big-name actors and others. The BlockTheMerger.com campaign, organized by the Writers Guild of America and others, announced Thursday that more than 4,000 people have now signed an open letter calling for the Paramount/WBD merger to be blocked.
The debt-driven deal would give Paramount Skydance, the parent company of CBS, CBS News, Paramount Pictures, Paramount+, BET, MTV, Nickelodeon and others, ownership of the WBD business, including HBO and HBO Max, Warner Bros.’ film and television studios, DC, CNN, TBS, TNT, HGTV and Discovery+. Paramount has said it expects to save $6 billion in costs through the merger, and has hinted that mass layoffs could occur if the deal goes through.
WBD’s special general meeting of shareholders lasted only about 10 minutes and was presided over by Chairman Samuel A. Di Piazza, Jr. Company executives in attendance included Mr. Zaslav, Mr. Campbell, Mr. Wiedenfels, and Chief Communications Officer Robert Gibbs. To be eligible to vote, shareholders must own WBD shares as of March 20, 2026.
“We appreciate the support and trust our shareholders have placed in us to help us realize the full value of our world-class entertainment portfolio,” Piazza said in a statement at the end of the meeting. “I look forward to working with Paramount to create a great integrated company that expands consumer choice and benefits the global creative talent community.”
WBD also published comments from Zaslav, who said, “Over the past four years, our team has transformed Warner Bros. Discovery and returned the company to its position as an industry leader. Today’s shareholder approval is another important milestone toward the completion of this historic transaction that will create exceptional value for our shareholders. We continue to work with Paramount to complete the remaining steps in this process to create the next generation of leading media and entertainment companies.”
A representative for Paramount Skydance shared this statement with language very similar to Zaslav’s, saying, “Shareholder approval builds on the Company’s successful equity and debt syndication and overall regulatory approval progress, moving us toward completion of the Warner Bros. Discovery acquisition.” We look forward to closing the transaction in the coming months and creating a next-generation media and entertainment company that will better serve both the creative community and consumers.”
To help fund the WBD transaction, Paramount Skydance has brought on Saudi Arabia, Qatar and Abu Dhabi sovereign wealth funds and LionTree Investment Fund as equity investors. The three Middle East funds have invested a total of nearly $24 billion, with Saudi Arabia’s Public Investment Fund taking a stake worth about $10 billion.
