Warner Bros Discovery shareholders vote against whopping $52 million pay package for CEO David Zaslav

Warner Bros Discovery shareholders have voiced strong opposition to the $52 million compensation package proWarner Bros Discovery shareholders have expressed strong opposition to the $52 million pay package proposed for CEO David Zaslav. This vote clearly shows growing investor concerns over the company’s financial performance and stock decline. Although the vote is advisory and non-binding, the rejection sends a strong message to Warner Bros Discovery’s leadership. In this article, we explore the reasons behind the backlash, the details of the pay package, and the possible implications for the company.


Shareholder Vote: A Clear Rejection of the $52 Million Pay Package

At the recent shareholder meeting, nearly 60% of investors voted against Zaslav’s $52 million compensation package. This package includes a base salary, bonuses, stock awards, and other benefits. Many shareholders believe such a large pay package is not justified given the company’s struggles.

The “say-on-pay” vote is advisory, so it is not legally binding. Still, it reflects a gap between shareholder expectations and executive pay. Investors expect executive rewards to match company performance. In this case, many think the package misses that mark.


Breakdown of David Zaslav’s $52 Million Compensation

The $52 million pay package consists of:

  • Base Salary: $3 million
  • Stock Awards: $23.1 million
  • Annual Bonus: $23.9 million
  • Other Benefits: $1.9 million

Despite the large amount, shareholders feel it does not reflect Warner Bros Discovery’s financial results or stock price trends.


Why Are Shareholders Opposed?

1. Poor Stock Performance

Since the WarnerMedia-Discovery merger in 2022, the company’s stock has dropped almost 60%. This decline is steep compared to competitors like Disney and Netflix. Such a fall has disappointed investors who have lost significant value.

2. Financial Losses and Missed Targets

Warner Bros Discovery reported a $453 million loss in the first quarter of 2025. This result missed analysts’ revenue expectations. The ongoing losses have raised questions about management’s effectiveness and strategic decisions.

3. Strategic and Operational Concerns

The company has made some controversial moves, including reverting its streaming service’s name back to HBO Max. Many analysts see this as a confusing step that hurt the brand. Additionally, fierce competition in the streaming space adds to investors’ worries about the company’s future.


What Does This Mean for Warner Bros Discovery?

Although the vote does not force changes to Zaslav’s pay, it clearly signals shareholder frustration. The company’s board and CEO must address these concerns to restore confidence.

Possible Responses:

  • Adjusting Compensation: The board may revise pay packages to link rewards more closely with company performance and stock value.
  • Strategic Changes: The company might speed up plans to spin off some assets or rethink its streaming strategy.
  • Improved Communication: The board has promised to keep open lines with shareholders and address their concerns more effectively.

Context: CEO Pay and Shareholder Activism

This case is part of a larger trend. Shareholders are increasingly scrutinizing big executive pay packages, especially when companies struggle financially. More investors want pay to align with performance and shareholder value. Many companies now face similar votes rejecting CEO pay, pushing boards to rethink compensation policies.


Warner Bros Discovery in a Competitive Media Industry

The media industry is rapidly changing. Streaming wars are heating up, and consumer habits are evolving. Warner Bros Discovery competes with strong players like Netflix and Disney+. Effective leadership is key to winning in this space. Hence, the CEO compensation debate is about more than money. It reflects trust in the company’s future.