Warner Bros. Discovery shareholders approved the company's $110.9 billion sale to Paramount Skydance on April 23, 2026 — and in the same session rejected the executive compensation packages attached to it, including the $886 million golden parachute that proxy adviser ISS had told investors to refuse on April 9. The sale itself now hinges on regulators, not shareholders.
The vote closed a five-month money chase that began with Netflix's $82.7 billion agreement on December 5, 2025 and ended with Paramount paying $31 per share in cash. Reports around the vote put Zaslav's personal proceeds from the deal near $500 million, making the pay-package rebuke largely symbolic — but symbolism is what say-on-pay votes are for.
What a Yes-with-a-No Actually Does
Approving the merger while rejecting the pay is not a contradiction; it is the ballot working as designed. Say-on-pay and golden-parachute votes are advisory in most structures — they register disapproval without unwinding a signed transaction. Investors got their $31 per share on track and still put a public mark against the size of management's exit.
The rejected packages also change the politics. A CEO walking away with roughly half a billion dollars from a sale makes an easy target for the senators and state attorneys general already circling the deal's foreign financing — David Ellison testified before the Senate on April 15, and Mark Ruffalo testified against the merger by video.
Who Wins From Here
Paramount wins the biggest gate left outside Washington: no shareholder mechanism can now block the deal. Arbitrage funds win clarity — the spread narrows to pure regulatory risk. WBD executives keep the economics whatever the advisory vote said, which is precisely the outcome that annoys governance watchers.
Paramount, for its part, began acting like an owner before closing: on April 2, 2026 it announced plans to merge CBS Sports with TNT Sports, and on May 7 it struck a first-look deal with Warner Music Group, per the announcements.
The scoreboard heading into May: deal signed February 27, shareholders signalled on April 23, and closing still guided to September 2026, per Paramount's May 4 reaffirmation. The FCC review of foreign ownership — 49.5 percent combined, against 50.5 percent American ownership — is the next number that matters, and the one Washington watchers will read closest.
For more context, read Netflix Exits and Paramount Signs a $110.9 Billion Warner Bros. Deal.
For more context, read doj approves paramount warner bros merger.
For more context, read WGA Sues to Block the Paramount-Warner Bros. Merger.