Overview
- Institutional Shareholder Services recommended investors support the Paramount Skydance acquisition of Warner Bros. Discovery but vote against the executives’ golden-parachute proposal.
- The proposed payouts total about $1.35 billion, including an estimated $886.8 million for CEO David Zaslav and $466.2 million for other senior executives.
- ISS flagged a $335 million excise-tax gross-up for Zaslav as an extraordinary cost, noting such tax reimbursements are now rare and that other Warner Bros. executives would not receive one.
- The firm said most of Zaslav’s package comes from single-trigger equity that vests upon a change in control, unlike the double-trigger standard that also requires job loss.
- Warner Bros. shareholders will hold a non-binding vote on April 23, and the companies aim to close by September 2026, though Zaslav’s tax payment would not apply if the deal slips into 2027.