Shareholder Advisor Urges Vote Against Zaslav's Pay Deal

Institutional Shareholder Services (ISS) on April 9, 2026 recommended that Warner Bros. Discovery (WBD) shareholders vote against a proposed executive compensation package for CEO David Zaslav tied to the company’s pending acquisition by Paramount Skydance. ISS’s recommendation focuses on a payout described as exceeding $550 million, while the company’s SEC disclosure lists a top estimated value of $886.8 million for the overall package.

According to the disclosure, the proposal includes an estimated $335.4 million for tax reimbursement that is projected to decline over time, plus $34.2 million in cash severance. It also includes an estimated $517.2 million in equity in the combined entity. ISS said it viewed the tax reimbursements and the accelerated vesting of stock awards as key concerns behind its opposition.

ISS characterized the roughly $335 million excise tax gross-up as an “extraordinary cost” and said it does not align with market practices. The firm also objected to the accelerated vesting of unvested equity awards, including recent grants, describing the outcome as a “windfall.” The recommendation is aimed at the executive severance-related vote rather than the broader transaction itself.

Separately, ISS advised WBD shareholders to support the overall merger with Paramount Skydance. The transaction is described as having an enterprise value of $111 billion and is expected to close in the third quarter of 2026, subject to regulatory approvals. The timeline and completion remain contingent on those approvals.

The shareholder vote on executive severance is advisory, meaning WBD’s board retains final authority over the payouts. Even so, ISS’s position underscores that a negative vote would serve as a signal of shareholder dissatisfaction. The split recommendation—backing the merger while opposing the CEO package—highlights how investors may be asked to separate views on strategic direction from views on pay design.