ISS Says Warner Bros Shareholders Should Vote Against Measure

The upcoming sale of Warner Bros. Discovery to David Ellison’s Paramount Skydance has sparked controversy over the hefty payout package that WBD CEO David Zaslav is set to receive. With a value of $886.8 million, including tax reimbursement, cash severance, and equity in the combined company, ISS, an influential shareholder advisory firm, has raised concerns about the excessive nature of Zaslav’s “golden parachute.”

ISS has recommended that Warner Bros. Discovery shareholders vote against the severance agreements, citing problematic tax reimbursements and accelerated stock vesting for the executive. While the shareholder vote is advisory, ISS believes that a “nay” vote would signal investor dissatisfaction with the executive compensation packages.

Despite the criticism of Zaslav’s payout, ISS has endorsed the Paramount merger, which has an enterprise value of $111 billion. The deal is pending regulatory approvals, with the expected closing in the third quarter of 2026. ISS believes that the competitive sales process and public bidding war between Netflix and Paramount Skydance provide shareholders with the best available deal and a meaningful premium to the unaffected share price.

In its report, ISS highlighted the extraordinary cost of the estimated $335 million excise tax gross-up for Zaslav, which is considered inconsistent with common market practice. The firm also criticized the single-trigger vesting acceleration of Zaslav’s unvested equity awards as a windfall, not in line with best practices.

While the ISS report has raised concerns about Zaslav’s payout, it has expressed support for the Paramount takeover of Warner Bros. Discovery, citing the competitive sales process and potential benefits for shareholders. ISS, based in Rockville, Maryland, prides itself on providing independent and apolitical research and recommendations tailored to sophisticated institutional investors.

As the shareholder meeting on April 23 approaches, the fate of Zaslav’s golden parachute remains uncertain. The decision to approve the payouts ultimately lies with the Warner Bros. Discovery board, with shareholder sentiment likely to influence the outcome. Stay tuned for updates on this high-stakes corporate drama.