ISS Says Warner Bros Shareholders Should Vote Against Measure

Key Points:

• ISS, a prominent shareholder advisory firm, recommends Warner Bros. Discovery (WBD) investors vote against CEO David Zaslav's golden parachute payout, criticizing its inclusion of large tax reimbursements and accelerated stock vesting as excessive and not aligned with good governance practices.
• The golden parachute package for Zaslav is valued up to $886.8 million, including $335.4 million estimated for tax reimbursements, $34.2 million in cash severance, and $517.2 million in equity, but the tax reimbursement amount is expected to decrease over time depending on the merger closing date.
• Despite opposition to Zaslav's severance terms, ISS supports the $111 billion Paramount Skydance acquisition of Warner Bros. Discovery, citing a competitive bidding process, a premium offer to shareholders, and the certainty of cash consideration as reasons to back the deal.
• The shareholder vote on executive severance agreements is advisory, with the WBD board retaining final approval authority, but a "nay" vote would signal investor dissatisfaction following prior shareholder rejection of executive compensation packages.
• Warner Bros. Discovery declined to comment on the ISS report, and the merger is expected to close in the third quarter of 2026, pending regulatory approvals.