Warner Bros. Discovery shareholders have cleared a major obstacle for the Paramount Skydance merger, voting overwhelmingly to approve the transaction while rejecting the executive pay package tied to the deal. The split result is a neat reminder that investors can like a transaction and still hate the bill.
The merger vote was lopsided: more than 1.7 billion votes backed the transaction, while roughly 16.3 million opposed it. On compensation, the mood was very different, with more than 1.4 billion votes against the package and 307.7 million in favor. The pay plan was advisory rather than binding, so it does not block the deal, and the executives could still receive the outlined payments if the acquisition closes.
Why shareholders rejected the Zaslav pay package
The message from shareholders is pretty blunt. They were willing to support a strategic reset for WBD, but not to bless a compensation package that could have handed CEO David Zaslav at least $500 million. That kind of number tends to attract attention, especially after a stock has spent years under pressure and media mergers keep promising future synergies with a straight face.
Zaslav has run WBD since 2022 and was already the longtime head of Discovery before overseeing WarnerMedia’s acquisition from AT&T four years ago. The company’s stock lagged until Paramount stepped forward with interest last year, which helps explain why a deal once viewed as improbable has now made it through another checkpoint.
What Paramount still has to clear
Paramount called the vote another milestone and said it expects to close the transaction in the coming months. That timeline still depends on remaining regulatory approvals, and media tie-ups of this size rarely glide to the finish line without a few more headaches along the way. For now, though, the numbers suggest the shareholder base has decided that combining the companies is preferable to sitting still.
WBD says it expects the deal to close in the third quarter of this year. If that happens, the bigger question will not be whether the merger passed a vote, but whether the new company can justify the sort of pay and promise that investors have already signaled they’re willing to challenge.