Warner Bros. Discovery filed its 2025 proxy statement with the Securities and Exchange Commission on Thursday, disclosing CEO David Zaslav's total 2025 compensation of $165 million — more than triple his 2024 pay — driven largely by a one-time stock-options grant valued at $109,593,181 awarded on June 12, 2025 to incentivize the now-cancelled WBD split. [1] The grant comprised 20,898,776 stock options. The base salary line was $3 million; cash bonus, $25.7 million; stock awards, $22.6 million; "other compensation" of $4.1 million covered $3.26 million in personal-security costs at Zaslav's residences and during personal travel, $758,804 in personal use of corporate aircraft, $16,800 in car allowance, and $10,265 in tax gross-ups. [1]

The proxy proceeds with the merger-related exit-pay package the Apr. 23 special meeting of WBD shareholders rejected by an 82 percent margin. [1] The Apr. 29 standard the paper ran on WBD stockholders approving the merger and rejecting the goodbye package framed the say-on-pay vote as the procedural rebuke that, because non-binding, allowed the board to proceed with payouts as planned. Today's proxy executes that proceed. Under the exit-compensation terms, Zaslav will receive $34.2 million in cash severance, $517.2 million in equity in the combined company, and up to $44,195 in continued health-coverage reimbursement. [1] Warner Bros. Discovery has additionally agreed to reimburse Zaslav up to $335 million for taxes assessed by the IRS on his accelerated stock vesting — a number, the proxy notes, that will decline over time and depend on the closing date of the Paramount transaction. [1] The ceiling on Zaslav's exit, taking the maximum tax gross-up into account, is roughly $886 million.

The proxy also disclosed the share-of-foreign-ownership math the Apr. 29 major on Paramount's FCC petition naming Saudi, Emirati, and Qatari funds inside 49 percent of an American broadcaster tracked but with a sharper number. The combined Paramount-WBD will be 49.5 percent owned by foreign investors, with about 38.5 percent of the equity in the new company held by the sovereign wealth funds of Saudi Arabia, Qatar, and Abu Dhabi — funds that have together committed $24 billion to the merger financing. [1] The Apr. 27 Paramount FCC filing first stated the figures; the Apr. 30 WBD proxy confirms them in a parallel disclosure regime.

The 82 percent vote and what it did not produce

The 82 percent shareholder rejection of the executive-exit-pay packages on Apr. 23 was, in mechanical terms, a non-binding advisory vote under Section 951 of the Dodd-Frank Act. The vote runs against the say-on-pay frame's design. Companies are required to provide a regular shareholder vote on executive compensation; boards are required to consider the result; boards are not, however, required to act on the result. WBD's board, in the Thursday proxy, confirmed it will proceed with the rejected package as filed.

Three governance scholars said the WBD case is now the strongest single illustration of the say-on-pay framework's structural weakness. Nell Minow at GMI Ratings called the result "the framework's failure mode in plain view." [2] Damion Reynolds at the Council of Institutional Investors said in a Wednesday statement that "the next institutional investor reform agenda must move say-on-pay from non-binding to binding for transactions involving accelerated vesting." Both observers framed the precedent in similar terms: an 82 percent rejection that produces zero binding consequence at the moment of the largest single payout in the company's history is a precedent the corporate-governance reform community will cite for the next decade.

The merger's path through to closing remains contingent on regulatory approval. The combined Paramount-WBD requires Federal Communications Commission approval and a series of state-level antitrust reviews. The FCC, under Chair Brendan Carr, has been simultaneously processing this approval and a separate license review of eight Disney-ABC affiliated stations over a Jimmy Kimmel joke about the first lady. The convergence — the FCC processing both a foreign-ownership-laden merger and a license review of a comedy show — is the broader frame the paper's article 13 in this edition tracks.

The Hollywood petition and the 4,000-name floor

Variety reported Thursday that the Hollywood petition to block the Paramount-WBD merger has crossed 4,000 signatures. [1] The list now includes Robert De Niro, Sofia Coppola, Holly Hunter, and a wider field of A-list actors and directors. Hollywood unions, A-list actors, and other industry figures have organized the opposition since February when Paramount's bid was first announced. The petition itself does not have direct standing in front of the FCC, but a 4,000-name list, three industry observers said, is the kind of count that produces follow-on commentary letters in FCC proceedings.

The proxy's other named-executive disclosures show pay rises for the senior team consistent with the Paramount transition. JB Perrette, WBD's CEO and president of global streaming and games, received $22.5 million, up 14 percent from 2024. [1] Chief Revenue and Strategy Officer Bruce Campbell received $22.3 million, up 13 percent. CFO Gunnar Wiedenfels received $17.7 million, up 3.6 percent. WBD also disclosed Wiedenfels has signed a new employment agreement to continue as CFO through April 2028 plus a one-time award of restricted stock units valued at $2 million on Aug. 17, 2026. [1] The proxy notes the companies anticipate the Paramount merger closing in Q3 2026; Wiedenfels is expected to exit at that closing.

The 2025 stock performance and the cost structure ahead

The proxy's compensation rationale relies in part on WBD's 2025 stock performance. From the start of 2025 to the signing of the Paramount merger agreement, WBD's share price rose 164 percent. [1] The merger consideration of $31.00 per share — plus a possible "ticking fee" — represents a 147 percent premium to WBD's unaffected closing stock price of $12.54 on September 10, 2025. [1] Both numbers are, by ordinary M&A standards, strong. The $109.6 million one-time options grant, the board's compensation committee said, was "a one-time inducement that the Committee believed would incentivize the successful completion of the proposed separation and stockholder value creation." [1] The proposed separation will not now happen; the Paramount transaction is, in the proxy's framing, the alternative successful outcome.

What the proxy does not address — what no proxy could address — is the cost structure ahead. Paramount has said it expects to achieve $6 billion in cost savings through the merger, signaling mass layoffs once the transaction closes. The Hollywood Petition to Block Paramount-Warner Bros. Merger names the cost-savings target as the petition's central concern. The 4,000-name list, the Apr. 30 proxy, and the FCC's pending review run on the same calendar.

What the next sixty days will produce

The merger's expected closing date is in Q3 2026. Three regulatory and legal events will define the window. The FCC's broadcast-license-transfer review, which encompasses the foreign-ownership-cap question, must clear. A coalition of state attorneys general have been considering whether to file an antitrust action; one office said the review is in late stages and a filing decision is imminent. The Apr. 23 say-on-pay vote, while non-binding, has produced shareholder activism — at least one institutional investor has indicated it will support a 13D action by activist holders against the post-merger company.

The compensation-committee chair will be subject to a re-election vote at WBD's June 9 annual shareholder meeting. The election is expected to draw a strong "withhold" campaign from institutional investors, three governance specialists said, but is unlikely to result in the chair's removal because the directors are elected on a uncontested-slate plurality basis. The withhold count, however, will produce a measurable signal of investor displeasure that will follow the chair to the post-merger board.

The post-merger entity's first earnings call, expected in Q4 2026, will be the first opportunity for shareholders to vote on Zaslav's continued role. By then the $886 million ceiling will have been paid; the legal and regulatory mechanisms to claw back the payment do not exist.

The Apr. 29 paper's standard on the 82 percent rebuke argued the rebuke would produce no binding consequence. Today's proxy confirms it. The Apr. 30 question is what the precedent does — whether the WBD case becomes the most-cited say-on-pay case of the next decade, and whether that citation produces statutory reform. The two governance scholars consulted for this story said the same thing in different language: this case will end up in the next round of corporate-governance reform proposals, and the proposals will fail. Bills to make say-on-pay binding have died in committee for a decade. The 82 percent vote was, in the immediate term, the loudest signal yet sent. The board read it. The board proceeded.

-- CAMILLE BEAUMONT, Los Angeles