Warner Bros shareholders vote to approve $110 billion Paramount merger, reject proposed pay package for CEO David Zaslav
Hannah Miller
Warner Bros. Discovery shareholders overwhelmingly approved the merger with Paramount Skydance despite widespread opposition to the deal in Hollywood.
Paramount agreed to buy Warner Bros. for US$110 billion ($151 billion) in February, beating out Netflix after a months-long bidding war. Stakeholders will own Warner Bros. after the deal goes into effect. They will receive $31 in cash for each share of their common stock.
The deal still faces antitrust scrutiny in several jurisdictions, including the US and the EU. If it doesn’t close by Sept. 30, they’ll receive 25 cents per share for each quarter until closing as part of the “transition fee.”
“We look forward to completing the transaction in the coming months and creating a next-generation media and entertainment company that will better serve both the creative community and consumers,” a Paramount spokesperson said in a statement.
Shareholders also voted to reject the pay package for Chief Executive Officer David Zaslav. Proxy counsel Institutional Shareholder Services Inc. in April urged shareholders to reject the compensation package, which accelerates equity awards valued at more than $500 million and includes a potential tax refund of $335 million, calling it “one of the highest golden parachute estimates ever observed.” However, the vote on salary is not binding.
Actors, screenwriters, directors and other members of Hollywood have banded together to oppose the merger with Paramount, citing concerns about job losses, high production costs and fewer options for film and television audiences.
More than 4,000 people, including actors Joaquin Phoenix, Glenn Close and Bryan Cranston, signed an open letter opposing the merger earlier this month.
Massachusetts Democrat Senator Elizabeth Warren shared on social media after the vote that the deal was not completed.
“State attorneys general across the country are taking action to stop this antitrust disaster,” he said. “We need to continue this fight”
Paramount CEO David Ellison emphasized his determination to increase film production, stating that he plans to produce at least 30 films a year after the merger.
Ellison also said Paramount will release all of its movies in theaters and keep them there for at least 45 days.
If regulators block the deal, Paramount will have to pay a US$7 billion termination fee. Paramount signed with Warner Bros. after the media company backed out of the deal with the streamer. had paid a separation fee of US$2.8 billion to Netflix on its behalf.
