Shareholders of Warner Bros Discovery (WBD) on Thursday cleared a major hurdle for Paramount’s acquisition of the company by voting to approve the deal valued at more than $110 billion.
The vote allows Paramount to move forward with its acquisition of WBD, which includes the company’s film studio business, cable networks and intellectual property, after Paramount emerged as the winner of an unusual bidding war for the entertainment giant in February.
WBD shareholders approved the deal by a wide margin, an indication of strong support for Paramount’s $31-per-share offer — a sizable premium compared to WBD’s own stock price one year ago.
In a statement that followed the vote, executives at both companies described the milestone as key toward creating a “next-generation media and entertainment company,” with expectations of billions in cost savings and expanded global scale.
Despite backing the transaction, WBD investors rejected — in a non-binding advisory vote — compensation packages for CEO David Zaslav and other top executives, signaling continued frustration over executive pay.
Zaslav’s exit package could exceed $500 million based on company filings and may approach nearly $900 million when including tax reimbursements and other benefits, according to outside estimates. Other senior executives are also in line for nine-figure payouts. While the vote does not block those payments, it underscores ongoing shareholder dissatisfaction following a similar rebuke last year.
The proposed merger has drawn opposition from Hollywood unions, actors and lawmakers, with more than 4,000 industry figures signing an open letter urging regulators to block the deal. Critics warn the consolidation could reduce competition, limit creative output and lead to job losses.
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Political scrutiny is also intensifying. Several state attorneys general are reviewing the deal for potential antitrust violations, while U.S. Senator Elizabeth Warren has warned the merger is “not a done deal” and called for further action to stop it. Regulators in California are also scrutinizing the deal; both companies have film and television production studios based in the state.
Officials in the U.S. and Europe could allow the merger to move forward by imposing strong conditions, including potential asset divestitures. The deal includes a provision that increases the purchase price if it is not completed by the end of September.
Paramount has said it expects to generate about $6 billion in cost savings from the combination, suggesting significant restructuring if the deal closes. Both companies have laid off hundreds of workers within the past two years.
Executives have also outlined plans to combine streaming platforms, including HBO Max and Paramount Plus, while keeping film studios operating separately.
Supporters of the deal, including some theater operators and producers, argue the scale of the combined company will strengthen film output. Paramount CEO David Ellison has pledged to release around 30 movies annually across the two studios.
