Warner-Paramount Merger Clears $111 Billion Hurdle as Zaslav’s $887 Million Payday Gets Rejected

April 26, 2026
Warner-Paramount Merger Clears $111 Billion Hurdle as Zaslav’s $887 Million Payday Gets Rejected

NEW YORK, April 26, 2026, 14:10 EDT

  • Shareholders at Warner Bros. Discovery gave the green light to Paramount Skydance’s acquisition, putting the agreement on the road to regulatory scrutiny.
  • Shareholders turned down, in a non-binding vote, executive compensation tied to the merger that would hand CEO David Zaslav as much as $887 million.
  • Warner Bros., Paramount Pictures, HBO Max, Paramount+, CNN, and CBS could all end up part of the same company under this deal, a move that stirs up antitrust concerns as well as issues around labor and the independence of newsrooms.

Paramount Skydance’s acquisition of Warner Bros. Discovery cleared the shareholder hurdle, with investors backing the deal but rejecting the associated executive pay package—sending a clear signal to CEO David Zaslav and his team. According to a filing, 1.74 billion votes supported the merger, just 16.3 million opposed, but when it came to the pay proposal, 1.44 billion shareholders voted no.

This vote pushes the $110 billion-plus merger past shareholders, giving regulators the next move. Back in late March, the U.S. Justice Department issued subpoenas targeting studio output, content rights, streaming competition, and theaters. London and European officials are also set to review the deal.

If the deal goes through, one company would end up owning a pair of historic Hollywood studios, two heavyweight streaming platforms, and two prominent U.S. news outlets. Paramount’s stable would expand to include Warner Bros., HBO Max, CNN, TNT, TBS, Cartoon Network and the Discovery channels—on top of its existing CBS, Paramount Pictures, Paramount+ and Nickelodeon lineup.

Paramount is set to acquire Warner Bros. Discovery for $31 per share in cash, a move that puts Warner’s equity at roughly $81 billion and gives the combined group an enterprise value near $110 billion, factoring in debt. The deal, pending regulatory signoff, is targeted to close in the third quarter. If closing drags past Sept. 30, WBD shareholders are in line for a 25-cent quarterly “ticking fee” per share. Paramount

The pay vote doesn’t tie the board’s hands—it’s only advisory—but support was sparse: just 17.5% of shares at the meeting favored the compensation plan, the filing shows. Proxy adviser ISS flagged the payout as “extremely large.” Reuters has reported Zaslav could walk away with as much as $887 million if the sale goes through. CloudFront

“Management now faces a twofold challenge: securing approval for the deal and proving it can create long-term value without fuelling concerns around excessive pay,” Paolo Pescatore, analyst at PP Foresight, told Reuters. Mike Proulx, research director at Forrester, pointed to “real regulatory pressure” coming from overseas, saying European authorities are set to scrutinize the market structure. Reuters

David Ellison, Paramount’s CEO, pitches the merger as a shot at creating a heavyweight in streaming and studios. Last month, he told investors, “HBO should stay HBO.” Still, Paramount’s official line remains: after the deal closes, it will roll Paramount+ and HBO Max into a single service. AP News

Even together, the streaming operations wouldn’t catch the big players. JustWatch figures reported by AP put HBO Max at roughly 12% of U.S. on-demand subs in Q1, with Paramount+ trailing at just 3%. Netflix held 19%, Prime Video landed at 17%, and the combination of Hulu and Disney+ accounted for a hefty 27%.

If it goes through, the deal cuts the old Hollywood “big five” down to four, bringing Paramount and Warner Bros. under one roof. Ellison has pledged to release over 30 movies a year between the two studios, each getting a 45-day window in theaters before heading to paid video-on-demand. AP News

News stands out as its own source of tension. CNN is set to join CBS News, and Ellison insists editorial independence “will absolutely be maintained.” Still, according to AP, critics see potential for pressure at CNN, particularly after the changes in leadership and editorial direction that came to CBS under Skydance’s watch. AP News

The risks aren’t subtle here: regulators might force asset sales, drag out approvals, or even try to block the merger. Layoffs and duplicated roles could be on the table. Higher streaming prices could drive customers away. Opposition’s not just theoretical either—an open letter signed by over 4,000 industry workers and consumers slams the tie-up for threatening jobs and limiting what viewers can watch.

Warner Bros. Discovery called shareholder backing a major step, and said it plans to submit the official vote tally to the SEC. The showdown with Netflix? That’s settled. Now, Paramount faces its real hurdle: persuading regulators that a larger Hollywood player won’t stifle competition.

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