# WBD Shareholders Approve Paramount Merger 99% to 1% > NewFronts open in 12 days, the last cycle buyers will negotiate HBO Max and Paramount+ as separate upfront sellers. - Publication: The State of Streaming - Section: Business & Deals - Published: 2026-04-25T00:00:00.000Z - Updated: 2026-04-26T00:00:00.000Z - Byline: The State of Streaming Staff - Canonical URL: https://thestateofstreaming.com/business-deals/2026/04/wbd-paramount-shareholder-vote/ ## Summary Warner Bros. Discovery shareholders approved the Paramount Skydance merger 99% to 1% on April 23, 2026, clearing the key corporate hurdle on a $31-per-share all-cash deal targeting a Q3 2026 close — the last upfront cycle in which HBO Max and Paramount+ sell separately. ## Key facts - Warner Bros. Discovery shareholders approved the Paramount Skydance merger agreement on April 23, 2026, by 1,742,843,087 votes for to 16,260,135 against — roughly 99% of votes cast — with 70.3% of outstanding shares present, per WBD's 8-K filing with the SEC. - WBD shareholders rejected, on a nonbinding advisory vote at the same April 23 meeting, the merger-related compensation packages for named executive officers: 1,444,387,748 shares opposed (roughly 82%) versus 307,742,302 in favor, per the same 8-K. - The Warner Bros. Discovery–Paramount Skydance deal targets a Q3 2026 close and carries a $0.25-per-share quarterly ticking fee if it does not close by September 30, 2026. - The combined Warner Bros. Discovery–Paramount Skydance entity will unify HBO Max and Paramount+; eMarketer estimates roughly 50 million U.S. subscribers already pay for both services simultaneously. - Paramount Skydance paid Netflix a $2.8 billion termination fee on behalf of WBD following the February 27, 2026 termination of the Netflix–WBD merger agreement, per Netflix's Q1 2026 10-Q filing. - FCC Chair Brendan Carr has indicated the FCC will 'probably have no role' in the Warner Bros. Discovery–Paramount Skydance transaction because WBD owns no broadcast television licenses. ## Why it matters The vote arrives 12 days before NewFronts and roughly four months before the targeted close, making 2026 the last upfront cycle in which Warner Bros. Discovery and Paramount sell separately. Holding-company buyers will negotiate against a streaming front line of four sellers — Netflix, Disney, the combined HBO Max plus Paramount+, and a Comcast-and-Amazon tier — instead of five. The same quarter that approved the Paramount deal also delivered Netflix's largest-ever termination fee and a $25 billion share buyback authorization, closing the WBD-as-acquisition-target arc on both sides simultaneously. ## What to watch - Paramount Skydance's NewFronts presentation (May 5–9, 2026) for any combined HBO Max and Paramount+ ad-sales framing or a unified upfront commitment structure. - Warner Bros. Discovery and Paramount Skydance Q2 2026 earnings calls for guidance on integration scope and pricing structure of the combined streaming service. - UK Competition and Markets Authority formal review outcome; the CMA pre-notification comment period closed April 27, 2026. - EU Commission formal review announcement for the Warner Bros. Discovery–Paramount Skydance transaction. - California AG Rob Bonta's investigation outcome and any additional state-AG suits modeled on the Nexstar–Tegna regulatory playbook. - WBD board decision on whether to pay CEO David Zaslav's merger-related compensation package despite the 82% advisory vote rejection on April 23, 2026. - Discovery+ standalone product status 12–24 months post-close, per eMarketer principal analyst Ross Benes's prediction that it will not survive as a separate service. ## Article Warner Bros. Discovery (NASDAQ: WBD) shareholders adopted the company's merger agreement with Paramount Skydance Corporation (NASDAQ: PSKY) on April 23 by a margin of 1,742,843,087 to 16,260,135 — roughly 99 percent of votes cast and 70.3 percent of outstanding shares present, [WBD disclosed in an 8-K filing](https://www.sec.gov/Archives/edgar/data/1437107/000119312526173660/d435468d8k.htm) the same day. The vote clears the principal corporate hurdle on a $31-per-share, all-cash transaction WBD's board had endorsed in February. The company is targeting a Q3 2026 close, [it said in a press release](https://www.wbd.com/news/warner-bros-discovery-stockholders-approve-transaction-paramount-skydance), subject to remaining regulatory clearances. For ad buyers, the calendar is what matters. The IAB NewFronts begin in 12 days. The 2026 upfront cycle is the last in which WBD and Paramount sell separately, [as The Hollywood Reporter has noted](https://www.hollywoodreporter.com/business/business-news/paramount-2026-upfront-pitch-movies-sports-taylor-sheridan-1236570820/), because the merger does not close in time to merge their pitches this season. By next May, holding-company buyers will be negotiating against a streaming front line of four sellers, not five: Netflix (NASDAQ: NFLX), Disney, the combined [HBO Max](/products/hbo-max/) plus Paramount+ entity, and a Comcast-and-Amazon tier. The shareholders also rejected, on a nonbinding advisory vote, the merger-related compensation packages for David Zaslav and other named executive officers. Of votes cast, 1,444,387,748 shares opposed the package and 307,742,302 supported it, [per the same 8-K](https://www.sec.gov/Archives/edgar/data/1437107/000119312526173660/d435468d8k.htm), or roughly 82 percent against. Variety, citing the WBD definitive proxy, [pegged Zaslav's package](https://variety.com/2026/film/news/warner-bros-discovery-paramount-shareholder-approval-zaslav-pay-package-1236727798/) at $34.2 million in cash severance plus $517.2 million in equity in the combined company and up to $335 million in potential tax reimbursement, with JB Perrette, Bruce Campbell, Gunnar Wiedenfels, and Adam Zeiler also receiving nine-figure exits. The advisory rejection does not bind the board. ## The two-suitor chapter closes in a single quarter The April 23 vote ratifies the second of two competing acquisitions of WBD that ran inside Q1 2026, resolving both arcs in the same window. WBD signed a cash-and-stock merger with Netflix on December 5, 2025, then declared Paramount's $31 hostile bid superior on February 26, terminated the Netflix agreement on February 27, and signed with Paramount Skydance the same day. Paramount Skydance, on behalf of WBD, paid Netflix the $2.8 billion termination fee owed under the broken agreement, [Netflix disclosed in Note 6 of its Q1 2026 10-Q](https://www.stocktitan.net/sec-filings/NFLX/10-q-netflix-inc-quarterly-earnings-report-6f0f12e2e192.html). The fee landed in Netflix's "Interest and other income (expense)" line and helped lift Q1 net income to $5.28 billion, an 83 percent year-over-year increase, [per Variety](https://variety.com/2026/tv/news/netflix-earnings-q1-2026-1236723851/). On April 22, the day before the WBD vote, Netflix's board [authorized an additional $25 billion share repurchase](https://www.sec.gov/Archives/edgar/data/1065280/000106528026000139/nflx-20260422.htm). Co-CEOs Ted Sarandos and Greg Peters said in a Netflix statement after the deal collapsed that the WBD transaction "was always a 'nice to have' at the right price, not a 'must have' at any price," [as Variety reported](https://variety.com/2026/tv/news/paramount-paid-netflix-2-8-billion-breakup-fee-warner-bros-1236674986/) at the time. Two companies that wanted WBD ended Q1 2026 in opposite postures — Paramount Skydance bound to a closing it must defend through global regulators, Netflix returning capital to shareholders. Both stories run through the same balance-sheet item. ## Four sellers, not five, at NewFronts The combined-company asset map is the only one that matters at NewFronts. Two streaming services with roughly 50 million overlapping U.S. subscribers, [per eMarketer](https://www.emarketer.com/content/what-paramount-s-warner-bros--discovery-deal-means-advertisers); two news organizations (CNN and CBS News); two sports portfolios (TNT Sports' NBA international, MLB, and NHL packages alongside CBS Sports' NFL AFC and March Madness rights); and two FAST-and-cable inventory pools, including [Pluto TV](/products/pluto-tv/). The cable bundle alone — HGTV, Food Network, Discovery, TNT, TBS, truTV, Nickelodeon, MTV, Comedy Central, BET — is the largest single-owner ad-supported linear footprint in the U.S. market. eMarketer principal analyst Marisa Jones, writing days before the vote, told [eMarketer](https://www.emarketer.com/content/what-paramount-s-warner-bros--discovery-deal-means-advertisers): "Marketers do have, at the very least, more ad support environments and leverage as ad buyers with this deal." Her colleague Ross Benes, in the same eMarketer piece, called the consolidation "more attractive for marketers" and predicted Discovery+ would not survive as a standalone product two years out. The buyer-side argument cuts both ways. A combined HBO Max plus Paramount+ ad-sales pitch widens the inventory pool a single buy can address. That is useful when budgets are unified and less useful when category exclusivity is the constraint. Concentration always favors the seller at the next negotiation; it favors the buyer only at the current one, when the combined entity is still motivated to lock in commitments. That tension is why the 12-day window before NewFronts is the actual story. Paramount Skydance opened upfront client dinners on April 16 under newly installed [CRO Jay Askinasi](/advertising-adtech/2026/04/paramount-askinasi-upfront-strategy/), [Adweek reported](https://www.adweek.com/convergent-tv/paramounts-new-ads-leader-revamps-upfront-pitch-tunes-out-noise/). His pitch, by Adweek's account, leans on a "streaming fixed unit" sponsorship product and opens sports inventory to programmatic insertion. That is the pitch of a merged seller, even though Paramount cannot legally merge the inventory yet. How Paramount Skydance stages the NewFronts pitch will be the first signal of the merged ad-sales organization, particularly whether it presents alongside WBD or runs in parallel. JB Perrette, WBD's CEO of Global Streaming and Games, told Screen Daily and Broadcast in February that "more is not better; better is better." That posture, articulated by the executive who built HBO Max into a global premium streaming pitch, is precisely the asset David Ellison is now buying. Whether it survives integration with Paramount+, which is closer to the catalog-scale model, is the open question. ## The gates that remain are not the FCC The shareholder vote settles the deal-economics question and removes one closing condition. The remaining gates are regulatory and structural. The U.K. Competition and Markets Authority pre-notification comment period closes April 27. The European Commission has not yet announced a formal review. California Attorney General Rob Bonta has an open investigation; multiple state AGs are reported to be weighing action under a Nexstar–Tegna-style theory, [Variety reported](https://variety.com/2026/film/news/warner-bros-discovery-paramount-shareholder-approval-zaslav-pay-package-1236727798/). The Federal Communications Commission is the gate that is not a gate: WBD owns no broadcast licenses, and FCC Chair Brendan Carr has signaled publicly that the agency expects to play no meaningful role in the transaction. The slate of approvals that delayed the Skydance–Paramount close last summer, including the CBS News ombudsman commitment and the DEI condition, does not have an analogue here. The compensation rejection is the louder governance signal. WBD's board can pay Zaslav anyway; the vote is advisory. But an 82 percent rejection on a Big-4 media company's exit pay package, on the same day shareholders approved the deal that triggers it, is the kind of split decision that proxy advisors will cite for years. Erik Gordon of the University of Michigan Ross School, on Variety's Daily Variety podcast, said the transaction "will probably come to symbolize all of those big changes." The vote tally underneath that framing reads cleanly: shareholders endorsed the strategic logic and refused to underwrite its architects. The Q3 2026 close target gives buyers and sellers two more upfront-adjacent quarters of clarity. NewFronts on May 5 is the first read. The four-seller streaming market starts setting prices in earnest at the combined company's first post-close earnings call and at the first integrated upfront pitch in spring 2027. ## Entities - Companies: Warner Bros. Discovery, Paramount Global, Netflix, Comcast Corporation, The Walt Disney Company, Amazon.com, Inc. - People: David Zaslav, David Ellison, Samuel A. Di Piazza Jr., JB Perrette, Ted Sarandos, Greg Peters, Larry Ellison, Brendan Carr, Marisa Jones, Ross Benes, Erik Gordon - Products: HBO Max, Paramount+, Pluto TV, CNN, CBS News, TNT Sports, CBS Sports, Discovery+ ## Tags - Warner Bros. Discovery - Paramount Skydance - merger - shareholder-vote - upfront-2026 - streaming-consolidation - NewFronts-2026 - Netflix - CTV-advertising ## Sourced claims - Warner Bros. Discovery shareholders adopted the merger agreement with Paramount Skydance on April 23, 2026 by 1,742,843,087 votes for to 16,260,135 against, with 2,371,121 abstaining. — source: https://www.sec.gov/Archives/edgar/data/1437107/000119312526173660/d435468d8k.htm - On the advisory vote on merger-related executive compensation, 1,444,387,748 shares voted against and 307,742,302 voted for, with 9,344,293 abstaining; the proposal did not receive majority approval. — source: https://www.sec.gov/Archives/edgar/data/1437107/000119312526173660/d435468d8k.htm - WBD had 2,506,768,389 outstanding Series A common shares as of the March 20, 2026 record date; quorum was 1,761,474,343 shares (about 70.3% of outstanding). — source: https://www.sec.gov/Archives/edgar/data/1437107/000119312526173660/d435468d8k.htm - WBD expects the transaction to close in Q3 2026, subject to customary closing conditions including regulatory clearances. — source: https://www.wbd.com/news/warner-bros-discovery-stockholders-approve-transaction-paramount-skydance - WBD CEO David Zaslav said: 'Today's stockholder approval is another key milestone toward completing this historic transaction that will deliver exceptional value to our stockholders.' — source: https://www.wbd.com/news/warner-bros-discovery-stockholders-approve-transaction-paramount-skydance - WBD board chair Samuel A. Di Piazza Jr. said: 'We appreciate the support and confidence our stockholders have placed in us to unlock the full value of our world-class entertainment portfolio.' — source: https://www.wbd.com/news/warner-bros-discovery-stockholders-approve-transaction-paramount-skydance - Paramount Skydance, on behalf of WBD, paid Netflix a $2.8 billion termination fee in connection with the February 27, 2026 termination of the Netflix–WBD Amended and Restated Merger Agreement; Netflix recorded the fee in 'Interest and other income (expense)' for Q1 2026. — source: https://www.stocktitan.net/sec-filings/NFLX/10-q-netflix-inc-quarterly-earnings-report-6f0f12e2e192.html - Netflix Q1 2026 net income was $5.28 billion, up 83% year-over-year; the company reported $12.25 billion in revenue. — source: https://variety.com/2026/tv/news/netflix-earnings-q1-2026-1236723851/ - Netflix's board authorized an additional $25 billion share repurchase on April 22, 2026. — source: https://www.sec.gov/Archives/edgar/data/1065280/000106528026000139/nflx-20260422.htm - The deal includes a $0.25-per-share quarterly 'ticking fee' if it has not closed by September 30, 2026. — source: https://www.wbd.com/news/warner-bros-discovery-sets-shareholder-meeting-date-april-23-2026-approve-transaction - Paramount Skydance said in a same-day spokesperson statement: '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.' — source: https://www.foxbusiness.com/media/warner-bros-discovery-shareholders-approve-paramount-skydance-deal - The 2026 IAB NewFronts run May 5–9; Paramount and WBD will hold separate upfront presentations because the merger has not closed. — source: https://www.hollywoodreporter.com/business/business-news/paramount-2026-upfront-pitch-movies-sports-taylor-sheridan-1236570820/ - Paramount's 2026 upfront client dinners began April 16, 2026 under newly installed CRO Jay Askinasi. — source: https://www.adweek.com/convergent-tv/paramounts-new-ads-leader-revamps-upfront-pitch-tunes-out-noise/ - Roughly 50 million U.S. subscribers currently have both HBO Max and Paramount+, per eMarketer. — source: https://www.emarketer.com/content/what-paramount-s-warner-bros--discovery-deal-means-advertisers - eMarketer principal analyst Marisa Jones told eMarketer: 'Marketers do have, at the very least, more ad support environments and leverage as ad buyers with this deal.' — source: https://www.emarketer.com/content/what-paramount-s-warner-bros--discovery-deal-means-advertisers - eMarketer principal analyst Ross Benes told eMarketer: 'Centralizing it does make it more attractive for marketers, probably simplify the proposition for consumers' and 'I'd be surprised if Discovery Plus continues to be a standalone option two years from now.' — source: https://www.emarketer.com/content/what-paramount-s-warner-bros--discovery-deal-means-advertisers - Erik Gordon of the University of Michigan Ross School of Business said on Variety's Daily Variety podcast that the deal 'will probably come to symbolize all of those big changes.' — source: https://variety.com/2026/biz/news/warner-bros-paramount-sale-erik-gordon-michigan-ross-1236728129/ - JB Perrette, WBD CEO of Global Streaming and Games, told Screen Daily/Broadcast in February 2026: 'More is not better; better is better.' — source: https://www.screendaily.com/news/warner-bros-streaming-boss-insists-more-is-not-better-ahead-of-hbo-max-uk-launch/5213577.article - David Ellison said HBO will operate independently inside the combined entity, telling Variety: 'Our viewpoint is HBO should stay HBO.' — source: https://variety.com/2026/tv/news/what-happens-hbo-paramount-skydance-buys-warner-bros-1236675254/ - FCC Chair Brendan Carr has indicated the FCC would 'probably have no role' in the transaction because WBD owns no broadcast television licenses. — source: https://en.wikipedia.org/wiki/Proposed_acquisition_of_Warner_Bros._Discovery_by_Paramount_Skydance - California Attorney General Rob Bonta has an open investigation into the deal; multiple state AGs are reported to be considering action. — source: https://variety.com/2026/film/news/warner-bros-discovery-paramount-shareholder-approval-zaslav-pay-package-1236727798/ - Netflix co-CEOs Ted Sarandos and Greg Peters said in a Netflix statement after the deal collapsed that the failed WBD transaction 'was always a 'nice to have' at the right price, not a 'must have' at any price.' — source: https://variety.com/2026/tv/news/paramount-paid-netflix-2-8-billion-breakup-fee-warner-bros-1236674986/ --- View this article in a browser: https://thestateofstreaming.com/business-deals/2026/04/wbd-paramount-shareholder-vote/ Browse the publication: https://thestateofstreaming.com/ Machine-readable index: https://thestateofstreaming.com/llms.txt