Warner Bros. Discovery shareholders showed up Thursday morning with two messages for the board, and only one of them carries legal weight.
Yes to the $110 billion cash sale to Paramount Skydance. No to CEO David Zaslav's pay package.
The merger vote binds the board. The pay vote does not, which means Zaslav still collects.
Paramount Skydance is paying $31 per share in cash to take full ownership of Warner Bros. Discovery, putting the equity value at $81 billion and the enterprise value at roughly $110 billion including assumed debt.
The transaction was announced on February 27, and Thursday's vote drew strong support from shareholders who have been waiting two years for a meaningful exit. The assets transferring under the deal are some of the most recognizable in American media - HBO, HBO Max, Warner Bros. movie and TV studios, DC, CNN, TBS, TNT, HGTV, and Discovery+.
Stitched into Paramount Skydance's existing library, the combined company would own a footprint that's hard to match outside of Disney and Netflix.
While shareholders approved the sale, they separately voted down Zaslav's compensation package. This kind of vote is called "say on pay," and it's non-binding, meaning the board can ignore it and often does.
Zaslav still collects the package unless the board chooses to restructure it. The split decision says something meaningful about how shareholders feel.
They want out of Warner Bros. Discovery as a standalone business, and they also want the executive team that ran it to hear a clear objection on the way out the door.
Worth noting: Pay revolts at this scale usually prompt some form of board response, even when non-binding. Watch for a follow-up disclosure in the weeks ahead.
The deal still needs approval from US and European regulators before it can close. Both sides are targeting a third-quarter 2026 close, which gives antitrust reviewers several months to pull the combination apart.
The bigger regulatory question is whether two major media players under one roof creates a company too large for the market to support. Paramount Skydance CEO David Ellison now controls the path to closing, while Zaslav is expected to step aside as part of the transaction.
The management picture on the other side of the vote is clearer than the regulatory one.
Regulatory filings are the first thing to monitor. Any early objections from US or European authorities would push out the close and reshape the terms.
Investors should also watch Paramount Skydance's financing - a deal this size requires debt, equity, or both, and the mix affects whether the combined company has the balance sheet to invest after closing.
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