Shareholders of Warner Bros Discovery (WBD) voted “overwhelmingly” to approve the company’s $110bn merger with Paramount Skydance, the parent company of CBS News, on Thursday.
But shareholders voted against generous proposed compensation packages for WBD executives, including a $550m payout to the outgoing chief executive, David Zaslav.
The boards of both WBD and Paramount have already approved the merger, and shareholders were encouraged to approve it as well.
“Today’s stockholder approval is another key milestone toward completing this historic transaction that will deliver exceptional value to our stockholders,” Zaslav said in a statement. “We will continue to work with Paramount to complete the remaining steps in this process that will create a leading, next-generation media and entertainment company.”
A Paramount Skydance spokesperson said: “Shareholder approval marks another important milestone towards completing our acquisition of Warner Bros. Discovery, building on our successful equity and debt syndications and progress across regulatory approvals.
“We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers.”
The merger will still require regulatory approval from the Department of Justice and European regulatory agencies; there is also the strong possibility of a lawsuit filed by a coalition of state attorneys general.
If approved, WBD shareholders will receive $31 per share of stock in the company. The companies have said they expect the deal to close between July and September.
“Today, Warner Bros Discovery shareholders voted for their short-term financial gains, not for the public good,” said Craig Aaron, co-chief executive of the advocacy organization Free Press. “While shareholders voted against fat pay packages for departing executives – a symbolic rebuke, since the board doesn’t have to listen to them – they’ve opened the door to wholesale layoffs across the news and entertainment industry, more propaganda in news coverage, higher prices for consumers and fewer choices for audiences across the United States and around the world. But shareholders don’t get the final word.”
During an online discussion hosted on Wednesday evening by the group and the American Economic Liberties Project, ahead of the shareholder vote, Alvaro Bedoya, a former Federal Trade Commission member, said he thinks it’s very likely that the California attorney general, Rob Bonta, will lead a lawsuit to block the merger.
“I think the question is not just whether he’ll intervene, but how many of his fellow state attorneys general will join him,” he said.
Bedoya also said the merger could be undone by legislation.
“This is not a done deal,” he said. “This deal can get blocked. I personally think it will get blocked or undone.”
Jim Acosta, a former CNN anchor, also participated in the discussion and expressed concern about the Trump-friendly Ellison family taking over the cable news network, in addition to owning CBS News, and potentially re-aligning the channel to appeal to political conservatives. “I think that the danger is very real that a propaganda network will emerge from this merger and the shareholders need to be asking themselves, ‘Is what they’re about to do going to be good for America?’”
Last week, Cory Booker, a US senator, held a hearing featuring Mark Ruffalo, an actor, to inveigh against the merger, which is likely to lead to significant job cuts in the media and entertainment industries. David Ellison, the chief executive of Paramount Skydance, declined to attend the hearing.