Overview
Independent proxy advisory firm Glass Lewis has urged Warner Bros Discovery shareholders to vote in favor of the company’s planned $110 billion merger with Paramount Skydance, the firm said in a report released on Thursday.
Deal rationale highlighted
Glass Lewis noted that the transaction would combine two major media companies and create what it called an entertainment colossus, bringing together some of the industry’s most valuable content franchises, including "Game of Thrones," "Mission: Impossible" and "Harry Potter." The proxy adviser said the merger provides Warner Bros shareholders with immediate and certain cash value, which it viewed as favorable when set against the potential outcomes tied to the prior Netflix deal and other considerations cited in its analysis.
Shareholder vote and timing
Warner Bros shareholders are scheduled to vote on the proposed merger on April 23. Paramount has signaled urgency in closing the transaction: the company pledged to start paying Warner Bros shareholders a 25-cent-per-share quarterly "ticking fee" beginning in October if the deal has not closed. The agreement is expected to be finalized in the third quarter of this year.
Concerns over executive compensation
While Glass Lewis recommended support for the merger itself, the proxy adviser recommended that shareholders vote against the golden parachute payments tied to the transaction. The adviser highlighted that CEO David Zaslav could receive up to $887 million in connection with a sale of the company and expressed "severe concern" over the late inclusion of excise tax gross-ups and the accelerated vesting of equity awards for Zaslav.
Regulatory scrutiny
The U.S. Department of Justice has issued subpoenas as part of an investigation into the proposed merger between Warner Bros and Paramount Skydance, indicating the agency is advancing its probe of a deal that would merge two major studios along with their streaming and news operations. Glass Lewis noted antitrust scrutiny among the risks tied to the transaction, but concluded that the overall balance of factors favored support for the merger.
Context retained and limitations
The Glass Lewis report framed its recommendation around the comparative certainty of the cash consideration offered to Warner Bros shareholders and the potential alternatives available to the company. The proxy adviser acknowledged risks, including regulatory review and the governance concerns tied to executive payouts, and recommended separate votes for the merger and the golden parachute provisions.
Promotional disclosure included in source
The original material also included a promotional section referencing an AI-driven stock idea service that evaluates WBD using a set of financial metrics and cited past winners. That promotional content referenced WBD explicitly in the context of investment screening.