David M. Zaslav

Why this profile exists

Zaslav sits at the center of the largest pending consolidation in U.S. media: Paramount Skydance’s acquisition of Warner Bros. Discovery, approved by WBD shareholders on April 23, 2026. The same vote produced the largest shareholder rebuke of a named-executive-officer compensation package in Big-Media history — an 82% advisory rejection of his up-to-$886 million merger-related package — and the third consecutive year of escalating shareholder pushback on his pay (54% approval in 2024 on 2023 comp; ~60% rejection in 2025 on 2024 comp; ~82% rejection in 2026 on the merger package). The vote is non-binding under Dodd-Frank Section 951, so payouts proceed at the WBD board’s discretion if the deal closes.

The compensation-vote arc, on the record

The three-vote escalation is the through-line of Zaslav’s tenure as a public-company CEO under post-2022 WBD governance:

• 2024 annual meeting (2023 pay of $39.3M): roughly 54% of votes cast in favor — a narrow win flagged at the time by governance analysts as a warning shot.
• 2025 annual meeting (2024 pay of $51.9M, up 4.4%): approximately 60% of shares voted against, with 1,063,214,128 against and 724,453,004 for. Symbolic, non-binding; the package stood.
• 2026 special meeting (merger-related compensation, up to $886M): 1,444,387,748 against and 307,742,302 for — an approximately 82% rejection. ISS had urged rejection in its proxy report, calling the package a “windfall.”

Each vote is reported in WBD’s subsequent Form 8-K under Item 5.07 (Submission of Matters to a Vote of Security Holders), the SEC reporting requirement that makes these tallies public.

Coverage on this site

• WBD shareholders approve Paramount merger 99-1 — but reject Zaslav’s $886M parachute by 82%
• WBD-Paramount merger followups: governance fallout from the parachute vote