ISS urges Warner Bros shareholders to reject executive pay tied to Paramount merger

June 8 (Reuters) – Proxy adviser ISS on Monday urged Warner Bros Discovery shareholders to vote against executive pay and severance packages for CEO David Zaslav and other senior executives linked to the company’s merger with Paramount Skydance.

In April, Warner Bros. shareholders supported the proposed $110 billion merger but voted advisoryly against executive compensation plans tied to the deal.

* ISS said Zaslav’s $3 million base salary and $22 million short-term bonus target are significantly above peer averages.

* Within the scope of the salary packages offered to executives, CEO David Zaslav will receive up to $887 million if the sale is completed. ISS had said Zaslav’s potential payout was “extremely large.”

* ISS said its analysis showed “a mismatch between CEO pay and company performance.”

* The compensation committee’s response to last year’s annual salary vote failure was poor, according to ISS. The salary proposals received only 40.5% of the votes cast.

* Counsel advised shareholders not to support five compensation committee members (Paul Gould, Richard Fisher, Debra Lee, Kenneth Lowe and Geoffrey Yang) because of their failure to respond to shareholder concerns following the failed shareholder pay vote.

* California, New York and other US states are preparing lawsuits to block the merger, sources familiar with the matter told Reuters last week.

* The European Union will decide whether to sign or ratify the agreement by July 7. Critics, including some Hollywood stars, said it could jeopardize film and television business. (Reporting by Anhata Rooprai in Bengaluru)