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Warner Bros. Discovery Shareholders Reject Zaslav’s $51.9 Million 2024 Pay Package

The nonbinding advisory vote highlights investor frustration over executive pay misalignment in the context of a 10 percent revenue decline, a junk credit rating, with emerging speculation over asset spin-offs.

Overview

  • At the June 2 annual meeting, 59 percent of votes cast opposed the advisory “say-on-pay” measure rejecting Zaslav’s $51.9 million package and other executives’ 2024 compensation.
  • Zaslav’s 2024 package comprised a $3 million salary, $23.1 million in stock awards, $23.9 million in non-equity incentive compensation and $1.9 million in other benefits.
  • Institutional Shareholder Services recommended a no vote, citing limited board responsiveness to shareholder concerns and an unmitigated pay-for-performance misalignment.
  • Warner Bros. Discovery’s revenue fell by 10 percent over the past year, its debt rating was downgraded to junk status and it posted a larger-than-expected first-quarter loss.
  • Analysts note the company’s split into Global Linear Networks and Streaming & Studios could pave the way for a breakup or spinoff of its declining cable networks.