Overview
- Institutional Shareholder Services, in a report issued Wednesday, told Warner Bros. Discovery investors to approve the Paramount Skydance deal but vote against CEO David Zaslav’s golden parachute.
- Glass Lewis echoed that split guidance and said the package’s excise tax reimbursement warrants severe concern.
- Shareholders will cast a binding vote on the merger on April 23, while the separate vote on executive payouts is advisory and does not force the board to change the pay.
- The package tops out at about $886.8 million and leans heavily on a $335.4 million excise tax “gross‑up” that would repay taxes and on single‑trigger stock that vests at closing, and the gross‑up would drop to zero if the deal closes in 2027.
- The all‑cash transaction values WBD at $31 per share within a roughly $110–111 billion deal expected to close in the third quarter of 2026 pending approvals, and advisers warn the combined debt and cost cuts could lead to layoffs.