Leading Shareholder Advisor ISS Backs WBD-Paramount Merger But Slams David Zaslav’s “Windfall” Payout

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Leading proxy advisory firm Institutional Shareholder Service recommended Warner Bros. Discovery shareholders support the company’s sale to Paramount Skydance but to reject CEO David Zaslav’s potential $886 million merger-related golden parachute — calling it “extraordinary,” not in a good way.

WBD stockholders will vote April 23 on both the deal and the payment at a special meeting.

“The value disclosed in the golden parachute table for CEO Zaslav at over $886 million represents one of the highest golden parachute estimates ever observed,” the firm wrote in its analysis of the figures WBD laid out in an SEC proxy filing last month.

ISS focused in particular on two elements. First, a large of chunk of the payout, $335 million, is a so-called excise tax gross-up — or an additional payment to reimburse taxes. WBD says that amount could decline depending on merger timing — if the close moved

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