Warner Bros. Discovery shareholders have rejected CEO David Zaslav’s $887 million golden parachute compensation in a non-binding, advisory vote during a special meeting on Thursday.
The package, which is connected to the closing of the $110 billion Paramount merger, includes $552 million in stock, cash and benefits and a tax reimbursement of up to $335.4 million.
Approximately 70.3% of Warner Bros. 2.51 billion outstanding shares were present virtually or represented by proxy at the special meeting. Per an 8-K filing, approximately 307.7 million shares voted in favor of the compensation package, while 1.44 billion voted against and 9.34 million abstained.
The vote comes after influential proxy advisory firm Institutional Shareholder Services (ISS) urged shareholders to reject Zaslav’s “extraordinary” and “problematic” merger payout, calling it “inconsistent with common market practice.” Meanwhile, the proxy firm Glass Lewis said Zaslav’s tax reimbursement “represents a considerable and unnecessary cost to shareholders.”
The final amount of the tax reimbursement will “significantly decline with the passage of time” under IRS rules depending on when the deal closes. Based on current estimates from WBD’s outside tax advisers, if the Paramount-WBD closing were to occur in 2027, no tax reimbursement payment would be expected to be made to Zaslav.
This isn’t the first time Zaslav’s pay has faced scrutiny. WBD shareholders previously voted to reject his $51.9 million pay package in 2024. That package, when compared to the median WBD employee’s annual compensation of $130,316 that year, put Zaslav’s pay ratio at 398 to 1.
At the time, WBD said it takes the results of the executive pay vote “seriously” and that it would continue its “regular practice” of engaging in a “constructive dialogue” with shareholders.
Despite the symbolic rejection of Zaslav’s pay, shareholders voted to approve the $110 billion Paramount merger, which is expected to close by the third quarter, pending regulatory approval.
Paramount executives have said the closing could come as soon as July and that they expect over $6 billion in cost cuts from the deal – the majority of which they maintain will come from “non-labor sources.”
Still, Hollywood has started to rally against the deal, and are advocating for state attorneys general to step in. Even New York City mayor Zohran Mamdani has weighed in.
In the event the transaction does not close by Sept. 30, WBD shareholders will receive a 25 cent per share “ticking fee” for each quarter until closing. In the event that the deal does not close at all due to regulatory matters, Paramount will pay WBD a $7 billion termination fee.
