{"id":575697,"date":"2026-04-10T10:19:26","date_gmt":"2026-04-10T10:19:26","guid":{"rendered":"https:\/\/www.newsbeep.com\/us\/575697\/"},"modified":"2026-04-10T10:19:26","modified_gmt":"2026-04-10T10:19:26","slug":"iss-says-warner-bros-shareholders-should-vote-against-measure","status":"publish","type":"post","link":"https:\/\/www.newsbeep.com\/us\/575697\/","title":{"rendered":"ISS Says Warner Bros Shareholders Should Vote Against Measure"},"content":{"rendered":"

\n\tDoes David Zaslav<\/a> deserve to receive more than half a billion dollars<\/a> in connection with the sale of Warner Bros. Discovery<\/a> to David Ellison\u2019s Paramount Skydance<\/a>?<\/p>\n

\n\tInfluential shareholder advisory services firm ISS believes the WBD CEO\u2019s \u201cgolden parachute\u201d payout package is unwarranted \u2014 because it includes \u201cproblematic\u201d tax reimbursements and accelerated stock vesting for the exec \u2014 and has recommended that WBD investors vote against the measure at the media company\u2019s April 23 special shareholder meeting<\/a>.<\/p>\n

\n\tThe Warner Bros. Discovery shareholder vote on the severance agreements with Zaslav and other executives is only an advisory measure \u2014 meaning the board has the final say about whether to approve the payouts. But a \u201cnay\u201d vote on the golden parachute payouts would be a symbolic gesture representing unhappiness by WBD investors; note that shareholders last year voted against the company\u2019s executive compensation packages<\/a>.<\/p>\n

\n\tMeanwhile, ISS, in the report issued Wednesday, recommended that Warner Bros. Discovery shareholders vote in favor of the Paramount merger, which carries an enterprise value of $111 billion. The companies\u2019 deal is pending regulatory approvals. Paramount and WBD say they expect the deal to close in the third quarter of 2026.<\/p>\n

\n\tA WBD spokesperson declined to comment on the ISS report.<\/p>\n

\n\tIn its SEC disclosure, Warner Bros. Discovery put a top value of $886.8 million on Zaslav\u2019s golden parachute payouts. However, that includes WBD\u2019s estimate of $335.4 million for Zaslav\u2019s tax reimbursement, which will \u201csignificantly decline with the passage of time\u201d; for example, if the Paramount-WBD closing were to occur in 2027, no tax reimbursement payment would be expected to be made to Zaslav. The exec\u2019s package also includes $34.2 million in cash severance and an estimated $517.2 million in equity in the combined company. <\/p>\n

\n\tRELATED: Paramount Skydance Restructures Debt Financing for Warner Bros. Discovery Deal<\/a><\/p>\n

\n\t\u201cThe value disclosed in the golden parachute table for CEO Zaslav at over $886 million represents one of the highest golden parachute estimates ever observed, though the proxy notes that this value may decline depending on merger timing,\u201d ISS said.<\/p>\n

\n\tISS said the estimated $335 million excise tax gross-up for Zaslav, even though that figure is expected to decline, \u201crepresent an extraordinary cost that are inconsistent with common market practice, and most companies have eliminated such entitlements as a matter of good governance.\u201d The firm also said the single-trigger vesting acceleration of Zaslav\u2019s unvested equity awards, including grants recently made in January 2026, \u201cis not a best practice, and the full vesting acceleration of very recently granted equity intended to cover multiple years represents a windfall.\u201d<\/p>\n

\n\tRegarding the proposed Paramount takeover of Warner Bros. Discovery, ISS is all for it. <\/p>\n

\n\t\u201cThe proposed transaction is the result of a competitive sales process and public bidding war between [Netflix] and [Paramount Skydance], which provides shareholders comfort that the proposed deal is the best available,\u201d ISS said. \u201cFurther, shareholders are receiving a meaningful premium to the unaffected share price, there is a potential downside risk of non-approval, and the cash consideration provides liquidity and certainty of value to shareholders. Given these factors, support for the proposed transaction is warranted.\u201d<\/p>\n

\n\tISS, based in Rockville, Maryland,\u202fsays it \u201cprovides independent and apolitical research and recommendations that\u202fare\u202fresponsive to the\u202fcriteria\u202fselected by sophisticated institutional investors who freely choose to use our offerings.\u201d<\/p>\n","protected":false},"excerpt":{"rendered":"Does David Zaslav deserve to receive more than half a billion dollars in connection with the sale of…\n","protected":false},"author":2,"featured_media":575698,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[27],"tags":[28,7687,48502,10343],"class_list":{"0":"post-575697","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-business","8":"tag-business","9":"tag-david-zaslav","10":"tag-paramount-skydance","11":"tag-warner-bros-discovery"},"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/posts\/575697","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/comments?post=575697"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/posts\/575697\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/media\/575698"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/media?parent=575697"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/categories?post=575697"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/tags?post=575697"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}