Warner Bros. Discovery shareholders have greenlit a pending merger, valued at $110 billion, with David Ellison’s Paramount Skydance.
WBD on Thursday announced that at today’s special meeting, based on a preliminary count, its stockholders voted “overwhelmingly” to approve the previously announced deal with Paramount, marking another step towards the combination and consolidation of two major media companies.
"We appreciate the support and confidence our stockholders have placed in us to unlock the full value of our world-class entertainment portfolio," said Samuel A. Di Piazza, Jr., Chair of the WBD Board of Directors, in a statement. "With Paramount, we look forward to creating an exceptional combined company that will expand consumer choice and benefit the global creative talent community."
Despite voting in favor of the merger, a majority of WBD shareholders voted against lucrative compensation packages for CEO David Zaslav and WBD’s other named executive officers related to the Paramount merger, per Variety. However, as the outlet noted, that rejection is symbolic, as the shareholder compensation advisory vote is non-binding so the WBD board can continue with planned payouts.
Final merger vote results are subject to certification by the company’s independent inspector of election and will be filed with the U.S. SEC.
The companies expect the deal to close in Q3 2026, but Thursday’s vote doesn’t mean completion of the mega-merger - which offers $31 per share in cash for WBD and would bring together the companies’ respective studios, Paramount linear networks like CBS, BET, MTV, Nickelodeon and WBD’s CNN, HBO, TBS, TNT and others, as well as streaming platforms of Paramount+ and HBO Max, among other assets - is a sure thing.
Paramount officially secured a deal with WBD in late February, following a relentless pursuit and Netflix’s decision to bow out rather than up its offer for WBD after Paramount raised its price for the media company - even though the SVOD giant was initially chosen as the winner in WBD’s sale process last December.
However, the WBD-Paramount combination still needs approval from regulators, including the U.S. Justice Department and European entities.
And ahead of Thursday’s vote there has been opposition to the deal by certain advocacy groups and Hollywood professionals, and rumblings that multiple state attorneys general have considered taking legal action against the merger.
“The Paramount-Warner Bros. merger isn’t a done deal,” said Sen. Elizabeth Warren (D-Massachusetts) in a statement published by Variety after the shareholder vote. “State attorneys general across the country are stepping up to stop this antitrust disaster. We need to keep up this fight.”
Still, on Thursday, Zaslav called the shareholder vote “another key milestone toward completing this historic transaction” and said it would continue to work with Paramount “to complete the remaining steps in this process that will create a leading, next-generation media and entertainment company."