Only 17% of WBD Shareholders Support David Zaslav’s Merger Payout, While 82% Stand Against It
Warner Bros. Discovery Shareholders Reject CEO’s Compensation Linked to Paramount Merger
In a significant shareholder meeting held Thursday, an overwhelming 82% of Warner Bros. Discovery shareholders voted against CEO David Zaslav’s compensation package, which is linked to the company’s pending merger with Paramount. The meeting included discussions on Zaslav’s pay, which could reach up to $886 million depending on specific conditions.
Although the shareholder vote was non-binding, the substantial disapproval reflects considerable angst regarding the merger and various challenges Zaslav has faced during his four-year tenure. The final vote tally was later disclosed in a Securities and Exchange Commission filing.
A total of 1,761,474,302 shares were represented during the vote, with only 17% approving the proposed compensation. Nearly 70% of the total outstanding WBD shares participated in the meeting, while around 0.5% abstained.
In contrast, nearly unanimous support for the merger with Paramount was evident, with close to 99% of shares voting in favor of the $110 billion deal. A small fraction of shareholders opposed the merger underlining a significant eagerness to see the deal through.
Paramount hopes to finalize the merger by September, having secured approval from the U.S. Department of Justice and other agencies. However, the transaction is still under review by regulators in the European Union and the UK. Recent legal victories concerning the Nexstar-Tegna merger have emboldened state attorneys general, who may pursue a challenge against the deal. Notably, over 4,000 individuals, including prominent figures like Robert De Niro, Sofia Coppola, and Mark Ruffalo, have signed a letter opposing the merger.
Critics argue the merger will diminish the number of operating film and TV studios in Hollywood, potentially leading to thousands of job losses. In counterarguments, Paramount CEO David Ellison maintains that the merger would ultimately benefit the creative community and bolster the support of both legacy studios. He has actively promoted the plan, attending industry events to emphasize intentions of releasing 30 films annually across Paramount and Warner Bros.
David Zaslav previously led Discovery Communications for 15 years before orchestrating a $43 billion merger with AT&T to gain control of WarnerMedia in 2022. The resulting company now carries an enormous debt load, and Zaslav’s management has not been without its share of strategic missteps.
While some of these early errors have begun to yield more positive outcomes—as seen in the strong performances by Warner Bros. in 2025 and the success of HBO Max—uncertainty looms as Zaslav navigates the complex terrain of the impending sale to Paramount.
