ISS urges Warner Bros shareholders to reject executive pay tied to Paramount merger

Institutional Shareholder Services Inc. recommended that Warner Bros. Discovery Inc. shareholders vote against the company’s executive pay package and five directors at the June 9 annual meeting.

The proxy adviser said in a May 22 report to clients that the Warner Bros. compensation committee showed poor responsiveness to shareholder concerns after a failed vote on executive compensation last year. ISS added that target pay opportunities for Chief Executive Officer David Zaslav remain outsized. Zaslav earned $165 million last year, more than triple his compensation from 2024.

Warner Bros. shareholders are scheduled to meet virtually at 10 a.m. New York time Tuesday.

ISS previously recommended shareholders reject a golden parachute package that would accelerate equity awards valued at over $500 million for Zaslav. At a special meeting in April, Warner Bros. shareholders approved the company’s pending $110 billion merger with Paramount Skydance Corp., but rejected the CEO package in a nonbinding vote.

At Warner Bros.’ annual meeting last year, a nonbinding vote found that a majority of shareholders opposed the 2024 compensation package given to Zaslav, who earned $51.9 million that year.

ISS told shareholders not to support five of the 13 board nominees at the current meeting, all of whom served on the compensation committee. The proxy adviser cited their failure to respond to shareholders following the say-on-pay vote at last year’s meeting. ISS recommended shareholders vote for Zaslav’s reelection.

Paramount said it expects to close the Warner Bros. merger by the third quarter of this year. Investing