Warner Bros shareholders approve merger, vote no to huge pay packages

Photos of David Ellison, Paramount CEO, and of David Zaslav, Warner Brothers CEO
Nepo billionaire David Ellison got one step closer to Hollywood studio domination yesterday when the Warner Bros. Discovery shareholders approved the Paramount Skydance merger with a substantial majority in the votes. The shareholders took all of 10 minutes on a Zoom to accept Saudi Arabia Abu Dhabi Qatar Ellison’s $111 billion package, bumping up their individual shares to $31 a pop. So much so expected. The shareholders did take a mighty stand against greed and corruption, though, by voting no to the Scrooge McDuck-sized compensation packages (aka “golden parachutes”) for the outgoing top executives, among them David “Dethpicable” Zaslav, WBD CEO and prolific Looney Tunes hater. But don’t worry for ol’ Zas and the other execs — the vote against the pay packages is merely symbolic and will have no material impact. #ProfilesInCourage: taking a stand when there are no consequences.

It’s a purely symbolic rebuke: The shareholder advisory vote is non-binding, meaning the Warner Bros. Discovery board can go ahead with the payouts as planned anyway. But it shows WBD shareholders aren’t happy by the generous payments to the company’s outgoing executive team and comes after shareholders last year also voted against the WBD executive compensation packages. Shareholder advisory firm ISS recommended a vote against the compensation measure over its “problematic” tax reimbursements to Zaslav and the full vesting of the CEO’s stock awards.

Under the terms of the exit compensation package for Zaslav, he will receive $34.2 million in cash severance; $517.2 million in equity in the combined company; and $44,195 in continued health coverage reimbursement benefits, according to a WBD filing with the SEC. That’s at least $550 million. In addition, Warner Bros. Discovery has agreed to reimburse Zaslav up to $335 million for taxes assessed by the IRS on his accelerated stock vesting (although WBD says that figure will decline over time, with the final amount depending on the closing date of the Paramount pact).

In addition, Zaslav as of March 11 had $115.85 million worth of vested stock awards from Warner Bros. Discovery, according to the filing. And last month, Zaslav sold $114 million worth of WBD stock.

Zaslav is subject to a non-competition covenant and a non-solicitation of customers and employees covenant, both of which are applicable for two years after Paramount-WBD closes.

Other top Warner Bros. Discovery execs are in line to get nine-figure payouts. J.B. Perrette, CEO and president of global streaming and games, is set to receive $142 million (including $18.2 million in cash severance payments and $123.9 million in equity); chief revenue and strategy officer Bruce Campbell will get an estimated $121.5 million (including $18.8 million in severance and $102.7 million in equity); CFO Gunnar Wiedenfels’ package is valued at $120 million (including $6.6 million cash severance payments and $113.1 million in equity); and Gerhard Zeiler, president of international, is set to receive $82.6 million ($11.9 million in severance and $70.7 million in equity).

[From Variety]

$550 million for Zaslav alone makes my blood boil. That’s more than the rest of the c-suite combined, by my rough calculations. And for anyone (no one) worried that these costs will put Paramount further in debt, the company is projecting a cost savings of $6 billion once the merger goes through. You know how that happens? Mass layoffs. But wait, isn’t that the exact opposite of what Paramount has been promising whenever anyone (everyone… except James Cameron) objects to the merger? You don’t think Paramount has been LYING to us, do you?? Meanwhile, hours after this vote, David Ellison went ahead with his fawning dinner for the felon in chief. Or as Maryland Rep. Jamie Raskin called it, “a lavish oligarch’s dinner for Donald Trump.” Ellison is buttering up the president to get the government’s approval for the merger, which is why I’m still praying for state attorneys general to band together and mount an offense. Hey, a girl can dream! If Coyote vs. Acme can come back from tax write-off purgatory, why can’t antitrust action be resurrected as well?! And speaking of, bravo again to the anti-corporation heavy Coyote vs. Acme trailer that dropped this week; their timing is impeccable.

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