Shareholders Approve Paramount Merger, Reject $800M CEO Zaslav Exit Package
Warner Bros. Discovery shareholders approved the Paramount Skydance merger but overwhelmingly rejected CEO David Zaslav’s $800 million exit package, including a $335 million tax gross-up and $500 million in stock awards. The advisory vote raises regulatory scrutiny and could complicate the Q3 close despite its non-binding nature.
1. Shareholder Voting Outcome
Shareholders voted overwhelmingly to approve the merger with Paramount Skydance while advising against CEO David Zaslav’s $800 million exit package. The advisory vote is non-binding and will not prevent payments but signals strong investor dissatisfaction with executive compensation.
2. Details of Zaslav Exit Package
Zaslav’s separation package totals over $800 million, comprising severance, a $335 million golden parachute tax gross-up and $500 million in stock awards. The stock award component drew particular criticism for its size and tax implications.
3. Regulatory and Timing Implications
The advisory rejection may prompt regulators reviewing the merger under Section 280G to probe excessive change-of-control compensation. With a $7 billion breakup fee and a targeted Q3 closing, any extended review of parachute provisions could delay completion.