Key facts
- ISS urged Warner Bros Discovery shareholders to vote against executive pay and exit packages for CEO David Zaslav and other top executives tied to the Paramount merger.
- ISS stated that David Zaslav's base salary and target bonus are significantly above peer medians.
- David Zaslav could receive up to $887 million if the sale is completed, which ISS described as 'extremely large.'
- ISS noted a 'misalignment between CEO pay and company performance' and poor response to previous shareholder concerns.
- California, New York, and other U.S. states are preparing a lawsuit to block the merger.
- The European Union will decide by July 7 whether to clear the deal.
Proxy advisory firm ISS has recommended that Warner Bros. Discovery shareholders vote against executive compensation packages tied to the proposed $110 billion merger with Paramount Skydance. ISS cited that CEO David Zaslav's base salary and target bonus significantly exceed peer medians, and his potential payout of up to $887 million upon completion of the sale is 'extremely large.' The firm also noted a misalignment between CEO pay and company performance, and a poor response to shareholder concerns following a failed pay vote last year.
In addition to the executive pay concerns, multiple U.S. states, including California and New York, are reportedly preparing to file a lawsuit to block the merger. The European Union is also reviewing the deal and is expected to make a decision by July 7. Critics, including some Hollywood stars and workers, have expressed concerns that the merger could jeopardize film and television jobs and reduce consumer choice.
Hollywood workers, small business owners, and politicians have previously rallied against the proposed acquisition, with comedian Adam Conover describing media consolidation as an existential threat. Data indicates a decline in entertainment employment and reduced working hours for union members, fueling concerns about the merger's impact on the industry.