Warner Bros. Discovery Shareholders Approve Paramount Skydance Merger, Reject Exec Pay Vote

Key Points

• Stockholders preliminarily approved the proposed merger with Paramount Skydance, which would make Warner Bros. Discovery a wholly‑owned subsidiary of Paramount Skydance upon closing and was reported as passing by an overwhelming margin.
• An advisory, non‑binding vote on merger‑linked executive compensation failed to receive sufficient votes despite the board's recommendation in favor.
• The results are preliminary; the company expects to file final vote tallies in a Form 8‑K with the SEC within four days of the meeting.

Warner Bros. Discovery NASDAQ: WBD stockholders voted to approve the company’s proposed merger agreement with Paramount Skydance Corporation at a special meeting held virtually, while rejecting an advisory proposal related to merger-linked executive compensation, according to preliminary results presented during the meeting.

Meeting framework and attendance

Board Chair Samuel Di Piazza opened the special meeting, which was held “solely by means of virtual communications” to enable participation from any location. Di Piazza said all members of the Warner Bros. Discovery board of directors were in attendance, along with senior executives including President and CEO David Zaslav, CFO Gunnar Wiedenfels, Chief Revenue and Strategy Officer Bruce Campbell, Chief Legal Officer Priya Aiyar, Chief Communications and Public Affairs Officer Robert Gibbs, Corporate Secretary Tara Smith, and SVP of Investor Relations Peter Lee.

Aiyar said the meeting covered the matters described in the company’s notice of meeting and proxy statement dated March 26, 2026, after which polls would open and results would be announced before adjournment. She also noted that only stockholders of record as of March 20, 2026 were eligible to attend and vote. The board appointed Michael Barbera of First Coast Results as the Inspector of Election, and Aiyar said he was in attendance virtually and had taken an oath of office.

Quorum and voting power

Smith reported the company had 2,506,768,389 shares of Series A common stock outstanding as of 5:00 p.m. Eastern Time on March 20, 2026, the record date for the meeting. She said 1,761,308,790 shares had submitted a proxy and were represented at the meeting, representing approximately 70.26% of the voting power of the Series A common stock—enough to establish a quorum.

Di Piazza confirmed that with a quorum present, the meeting was duly constituted to transact business, and that no proposals beyond those listed in the notice and proxy statement would be considered.

Proposals presented to stockholders

Stockholders were asked to vote on two items connected to the company’s contemplated combination with Paramount Skydance under an agreement and plan of merger dated Feb. 27, 2026, “as it may be amended from time to time” by Warner Bros. Discovery, Paramount Skydance, and Prince Sub, Inc., a wholly owned subsidiary of Paramount Skydance, Di Piazza said.

• Merger proposal: Smith described the proposal as the adoption of the merger agreement, pursuant to which “at the effective time of the merger, the merger subsidiary will merge with and into Warner Bros. Discovery, with Warner Bros. Discovery surviving as a wholly-owned subsidiary of Paramount Skydance.” The board recommended a vote in favor.
• Compensation proposal: Smith said the second item was an advisory, non-binding vote on compensation that “may be paid or become payable to WBD’s named executive officers” and is based on or otherwise relates to the merger. The board recommended a vote in favor.

Smith reviewed voting mechanics, noting that votes could be submitted or changed through the virtual meeting platform before polls closed. Di Piazza later declared the polls closed after votes were cast on both proposals.

Preliminary results: merger approved, compensation vote fails

After the Inspector of Election began canvassing votes, Smith relayed the preliminary outcomes. “Mr. Barbera has notified me that the merger proposal has received sufficient votes and has overwhelmingly passed,” she said. Smith added that Barbera also notified her “that the compensation proposal did not receive sufficient votes and has not passed.”

Di Piazza emphasized the results were preliminary until the final report from the Inspector of Election is received. He said the company expects to report final vote tallies in a Form 8-K filing with the Securities and Exchange Commission within four days of the meeting.

Adjournment

Di Piazza closed the formal portion of the meeting by thanking stockholders for attending and expressing appreciation for the company’s investors, employees, management team, and board. He then declared the special meeting adjourned.

About Warner Bros. Discovery NASDAQ: WBD

Warner Bros. Discovery NASDAQ: WBD is a global media and entertainment company formed when WarnerMedia and Discovery, Inc combined their businesses in 2022. Headquartered in New York City, the company assembles a broad portfolio of film and television production, linear and cable networks, streaming services and consumer distribution operations. Its assets span well-known studio brands, premium scripted and unscripted programming, news and factual entertainment, and licensed franchise properties.

The company's core activities include film and television production and distribution through units such as Warner Bros.

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