An advisory firm that counsels the largest institutional investors on how to vote at shareholder meetings is recommending investors support Warner Bros. Discovery’s $77.7 billion acquisition by Paramount Skydance but is against a golden-parachute proposal that would see executives collect a total of $1.35 billion after the deal goes through.
In a report issued on Wednesday, Institutional Shareholder Services (ISS) said support for the “extraordinary golden parachute” proposal, which it valued at $886.8 million in payments for Warner Bros. CEO David Zaslav and $466.2 million for the other executives, wasn’t warranted. ISS took issue with an “excise tax grossup” estimate of $335 million for Zaslav and hundreds of millions he stands to collect just because the deal between the two companies is happening.
It’s unclear if Zaslav will have a future role at the combined entity or with one of its affiliates or if he will continue on in a senior role. When Warner Bros. was weighing rival offers from David Ellison’s Paramount Skydance and Netflix last year, Ellison and his father, Oracle co-founder Larry Ellison, dangled a compensation package worth “several hundred million dollars” to Zaslav, according to the deal disclosures. David Ellison also floated Zaslav becoming chairman of the combined company’s board, and then upped it to a co-CEO and co-chairman title.