David Zaslav Merger Payout Approved By Just 17% Of WBD Shareholders

Warner Bros. Discovery CEO David Zaslav‘s compensation tied to the company’s pending merger with Paramount was rejected by an eye-opening 82% of shareholders, the company said Thursday.

Earlier in the day, the company convened a special shareholder meeting. Executives during the brief session noted that Zaslav’s pay package, which could wind up being as much as $886 million based on certain variables, had been voted down. The exact vote tally was subsequently released in an SEC filing.

The shareholder vote is non-binding, however, which means that the exec can still collect. Given the groundswell of opposition against the merger, on top of other miscues during Zaslav’s four-year run at the helm of the company, the shareholder sentiment is not likely to go unnoticed.

Just 17% of the 1,761,474,302 shares represented in the meeting vote, representing about 70% of the total number of outstanding WBD shares, approved the compensation. About 0.5% abstained.

The company’s merger with Paramount, the main item on the meeting agenda, received overwhelming support from shareholders, a key step in its ultimate completion. Almost 99% of shares were voted in favor of the $110 billion deal, with a shade less than 1% dissenting and a tiny fraction abstaining.

Paramount expects to close the deal by September. It has already received approval from the U.S. Department of Justice and other agencies, but it remains under review by the European Union and UK regulators. State attorneys general, emboldened by recent wins in the Nexstar-Tegna merger and a case against Live Nation regarding Ticketmaster pricing, are believed to be considering a legal challenge to the deal. More than 4,000 people, including Hollywood notables like Robert De Niro, Sofia Coppola and Mark Ruffalo, have signed a letter expressing opposition to the deal.

Critics of the merger say it will shrink the number of film and TV studios operating in Hollywood and result in thousands of layoffs. Paramount CEO David Ellison has insisted the deal is a boon to the creative community and will shore up support of two of the industry’s legacy studios. He has made appearances in recent days at CinemaCon and the company’s upfront presentations to advertisers to personally vouch for the plan to release 30 films a year across Paramount and Warner Bros.

Zaslav ran Discovery Communications for 15 years before the cable programmer closed into an unlikely $43 billion deal to take control of WarnerMedia in 2022 in a transaction with AT&T. The combined company wound up with a massive amount of debt on its books, and Zaslav also made a number of strategic errors when dealing with Hollywood.

Some of those early missteps has been reversed by more positive results, and 2025 marked a banner year for the Warner film studio and another strong showing by HBO and streaming flagship HBO Max. Nevertheless, plenty of anxiety remains now that Zaslav has spearheaded the sale of the company to David Ellison’s Paramount.