Paramount takeover of Warner Bros approved by shareholders: they reject David Zaslav’s pay package

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Paramount’s bid to combine with Warner Bros. Discovery cleared a critical hurdle Tuesday when WBD shareholders gave preliminary approval to the $110 billion transaction. The vote moves the deal forward, but regulatory reviews and political scrutiny still stand between the parties and a final close.

Shareholder green light moves the $110 billion merger forward

The special meeting was held virtually, and company officials said the vote was overwhelmingly in favor of the transaction. With shareholders consenting, Paramount and WBD can press on with regulatory work needed to complete the merger.

  • Deal value: $110 billion.
  • Next steps: Clear regulatory approvals, particularly in Europe.
  • Timing: Executives expect to finish the process in the coming months if approvals arrive.

Shareholders rebuke CEO pay in advisory vote

While the merger passed, WBD investors voted against the advisory package for CEO David Zaslav. That advisory vote is non-binding, but it sends a clear message to the board.

Proxy adviser Institutional Shareholder Services had urged a “no” vote, flagging the potential payout range for Zaslav as unusually large. The package could total hundreds of millions if the deal closes, and ISS called the sum “extraordinary.”

Regulatory hurdles and antitrust attention

Approval by shareholders does not end the scrutiny. Regulators in Europe and U.S. state attorneys general are examining the competitive effects of combining two major studios.

  • European competition authorities are expected to conduct close reviews.
  • State attorneys general may pursue antitrust challenges in U.S. courts.
  • Congressional and political voices are watching the tie-up for news consolidation concerns.

How the merged company would reshape media and streaming

If completed, the union would consolidate iconic film and TV operations and their streaming platforms. The new entity would become a dominant owner of linear channels and a major streaming competitor.

  • Streaming: HBO Max and Paramount+ would be combined.
  • Linear channels: CBS, TNT, TBS, CNN, Nickelodeon, Comedy Central, MTV, HGTV and more would sit under one roof.
  • Studios: Warner Bros. and Paramount film operations would be aligned to coordinate theatrical releases and TV production.

Commitments on theatrical releases and studio independence

Paramount’s leadership says the merged company will remain a theatrical supporter and a buyer of TV projects. Executives have pledged a minimum slate of releases and specific theatrical window terms.

  • At least 30 theatrical releases per year.
  • Minimum 45-day exclusive theatrical windows.
  • HBO will continue to operate as an independent studio within the combined business.

Industry backlash and concerns from Hollywood creatives

Thousands of industry figures warned that the merger would concentrate creative power and shrink opportunities. Their letter argued the consolidation could reduce competition just as audiences and creators need more options.

Some studio and creative leaders worry the deal will limit jobs and reduce the number of green-lit projects for filmmakers and writers.

Political resistance and high-profile critics

Democratic lawmakers have raised alarms about media concentration and the effect on news outlets. The potential combination of CNN and CBS News is a particular focus for critics.

Sen. Elizabeth Warren said the vote does not settle the issue and that state attorneys general are preparing to act. Time is limited for meaningful legal challenges, supporters note.

Executives respond as the process continues

WBD CEO David Zaslav highlighted the transformation the company has undergone and described shareholder approval as a milestone toward closing the transaction. He reaffirmed cooperation with Paramount to finish regulatory steps.

Paramount CEO David Ellison framed the merger as a move to strengthen competition against big tech platforms and streaming giants. Company spokespeople said they anticipate closing the deal in the months ahead if approvals align.

Board remarks and meeting highlights

WBD’s board chair told investors the vote reflected a strategic review process and praised the board’s diligence. Directors emphasized their responsibility to maximize shareholder value during a turbulent period.

Shareholders will wait for the company’s full, final tallies and for regulators to signal whether concessions or remedies will be required before a closing can occur.

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