
Source: Fortune
Summary
Institutional Shareholder Services (ISS) recommends that investors support Warner Bros. Discovery’s $77.7 billion acquisition by Paramount Skydance but opposes the $1.35 billion golden-parachute proposal for executives. ISS values the golden parachute for Warner Bros. CEO David Zaslav at $886.8 million, citing an “extraordinary” excise tax grossup agreement of $335 million. The advisory firm expresses concerns about the payment, describing it as inconsistent with common market practice. Warner Bros. shareholders will vote on the acquisition and golden parachute payouts on April 23.
Our Reading
The numbers tell one story.
Warner Bros. Discovery’s acquisition by Paramount Skydance is a $77.7 billion deal, but the real story is the $1.35 billion golden-parachute proposal for executives. CEO David Zaslav stands to collect $886.8 million, including a $335 million excise tax grossup agreement. ISS calls it “extraordinary” and inconsistent with common market practice. The vote on the payouts is purely advisory and non-binding, but it’s a signal that investors are watching. The deal is expected to close by the end of the third quarter of 2026.
When a company pays an executive to not pay taxes, it’s a sign that someone’s getting a very good deal.
Author: Evan Null









