Full Breakdown
Warner Bros. Discovery Shareholders Reject CEO David Zaslav’s $165 Million 2025 Pay Package
6/13/2026, 1:25:03 AM
Shareholder Vote Overturns $165 Million Compensation Proposal
At the company’s annual meeting, Warner Bros. Discovery (WBD) shareholders voted 84.3% against the 2025 compensation package for chief executive David Zaslav, leaving only 15.7% in favor. The tally recorded 244.5 million votes supporting the package versus 1.31 billion opposed, with 7.2 million abstentions.
Merger Context and Prior Golden Parachute Rejection
The vote follows a special-meeting decision in April in which shareholders rejected Zaslav’s up-to-$887 million golden parachute tied to the pending $110 billion merger with Paramount. Despite that rejection, shareholders approved the merger itself. The transaction remains subject to regulatory clearance expected in the third quarter of 2026.
Compensation Details and Voting Numbers
Zaslav’s 2025 package totals $165 million, up from $51.9 million in 2024. It comprises a $3 million base salary, $110 million in option awards, $22.6 million in stock awards, $25.7 million in non-equity incentive compensation, and $4.1 million in “other” compensation. The package also includes a variable tax-reimbursement component of up to $334 million, contingent on the merger’s timing. Compared with the median WBD employee salary of $119,748, Zaslav’s pay ratio is 1,378 to 1 when one-time grants are included; excluding those grants, the ratio falls to 463 to 1.
Executive Pay Across the C-Suite
Other senior leaders received sizable compensation: CFO Gunnar Wiedenfels earned $17.67 million, chief strategy and revenue officer Bruce Campbell $22.26 million, streaming and games chief JB Perrette $22.53 million, and international president Gerhard Zeiler $82.6 million. Their respective golden-parachute entitlements range from $120 million to $142 million.
Analyst and Advisory Firm Assessment
Institutional Shareholder Services (ISS), which issues voting recommendations, labeled Zaslav’s 2025 pay “outsized and not sufficiently performance based.” ISS also criticized the board’s compensation committee for “demonstrated poor responsiveness to last year’s failed say-on-pay vote.”
Shareholder Criticism and Governance Concerns
The overwhelming rejection reflects deep shareholder dissatisfaction with compensation levels that far exceed median employee earnings and appear disconnected from company performance. ISS’s assessment underscores concerns that the board has not adequately addressed prior vote outcomes.
Pay Ratio Calculations Vary by Inclusion of One-Time Grants
The reported pay ratio differs depending on whether one-time grants are counted (1,378 to 1) or excluded (463 to 1). Sources do not reconcile these two figures, leaving a gap in how the ratio is presented to investors.
Potential Impact on the Paramount Merger and Future Governance
The vote adds pressure on WBD’s board as it navigates the Paramount merger, which could trigger a $517.2 million equity payout, $34.2 million cash severance, and $44.2 million in perquisites for Zaslav. Persistent shareholder opposition may influence future compensation structures and governance reforms.
Upcoming Regulatory Approvals and Next Say-on-Pay Vote
Paramount’s acquisition of WBD is awaiting regulatory approvals slated for the summer, with a target closing in the third quarter. The outcome of that deal will shape the final tax-reimbursement amount and could prompt a new say-on-pay vote at the next annual meeting.
Verbatim Quotes
- “remains outsized and is not sufficiently performance based.” — Institutional Shareholder Services, advisory firm
- “demonstrated poor responsiveness to last year’s failed say-on-pay vote.” — ISS analyst commentary
- “extraordinary” — ISS description of the $334 million tax-reimbursement component
- “one of the highest golden parachute estimates ever observed.” — ISS assessment of the parachute valuation
