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ISS urges Warner Bros shareholders to reject executive pay tied to Paramount merger
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ISS urges Warner Bros shareholders to reject executive pay tied to Paramount merger
Jun 8, 2026 12:14 PM

June 8 (Reuters) - Proxy adviser ISS on Monday urged Warner Bros Discovery ( WBD ) shareholders to vote against executive pay and exit packages for CEO David Zaslav and other top executives tied to the company's merger with Paramount Skydance ( PSKY ).

Warner Bros shareholders in April backed the proposed $110 billion merger, but cast an advisory vote against executive compensation plans tied to the deal.

Here are some details:

-- ISS said Zaslav's base salary of $3 million and target short-term bonus of $22 million were both significantly above peer medians.

-- Under the pay packages proposed to executives, CEO David Zaslav could receive up to $887 million if the sale is completed. ISS had said Zaslav's potential payout was "extremely large."

-- ISS said its analysis indicates a "misalignment between CEO pay and company performance."

-- According to ISS, the compensation committee's response to the failure in last year's annual pay vote was poor. The pay proposals had received only 40.5% of votes cast.

-- The adviser recommended shareholders withhold support for five compensation committee members - Paul Gould, Richard Fisher, Debra Lee, Kenneth Lowe and Geoffrey Yang - citing their failure to respond to shareholder concerns following the failed pay vote.

-- California, New York and other U.S. states are preparing a lawsuit to block the merger, sources familiar with the matter told Reuters last week.

-- The European Union will decide by July 7 whether to clear the deal. Critics, including some Hollywood stars, have said it could endanger film and television jobs.

(Reporting by Anhata Rooprai in Bengaluru)

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