Warner Bros. Discovery Sets April Shareholder Vote On Sale To Paramount

Warner Bros. Discovery has set April 23 at 10 am ET for a special meeting of shareholders to vote on the media giant’s sale to David Ellison’s Paramount Skydance, a key step forward in the process.

WBD said in an SEC filing Thursday that it started mailing definitive proxy statements to shareholders ahead of the meeting where stockholders of record as of 5 pm ET on March 20, 2026 are entitled to vote.

The merger agreement calls for Paramount to hand WBD shareholders $31 in cash for each share of WBD common stock they own, repping a 147% premium to WBD’s so-called “unaffected” stock price of $12.54 per share before it was inflated by deal speculation. The stock, which hit a high of $30 late last year, closed Wednesday at $27.22.

The transaction has been unanimously approved by the boards of directors of both companies. Paramount has said it expects the deal to close in Q3 pending regulatory clearances and WBD shareholder approval.

If the transaction has not closed by September 30, WBD shareholders will receive a $0.25 per share “ticking fee” for each quarter, measured daily until closing. That was a concession the Ellisons made to woo WBD away from its previous merger partner, Netflix.

“The WBD Board has been guided by the singular principle of securing a transaction that maximizes the value of our iconic assets and delivers as much certainty as possible to our shareholders,” said WBD board chairman Samuel Di Piazza,. “This historic transaction with Paramount not only does that, but it will also expand consumer choice and develop new opportunities for creative talent.”

Said WBD CEO David Zaslav: “We look forward to the upcoming Special Meeting. This transaction is the culmination of the Board’s robust process to unlock the full value of our world-class portfolio. I want to thank our talented team for transforming the business over the last several years. We are working closely with Paramount to close the transaction and deliver its benefits to all stakeholders.”

Zaslav himself is set to receive payments and benefits valued at well over $700 million when the deal closes. At the special meeting, shareholders will also be voting At the special meeting, WBD stockholders will also be asked to vote on an advisory (or non-binding) basis on merger-related compensation that may become payable to top executives.

In its amended proxy statement, WBD’s board unanimously recommended that shareholders vote in favor of the Paramount merger.

“With a shared vision of building a next-generation media and entertainment company that better serves both the creative community and consumers, we look forward to WBD shareholders voting for the combination with Paramount as we work to close the transaction as soon as possible in the coming months,” said PSKY in a statement.

Paramount and WBD unveiled the terms of their landmark deal late last month as Warner terminated a previous agreement to sell its studio and streaming assets to Netflix. Paramount, as per its agreement with WBD, paid the giant streamer its $2.8 billion breakup fee.

The U.S. Department of Justice has not moved to block the deal although state attorneys general are considering the impact on consumers and competition and may weigh in. Unions as well as lawmakers at the state and federal level have warned the industry will lose jobs and prices will rise for consumers, noting that the 2019 Disney-Fox merger significantly decreased theatrical output. Paramount plus Warner Bros. means the consolidation of another two Hollywood majors. The Los Angeles County Supervisor yesterday ordered an analysis of the local impact of the merger.

The transaction has a $110 billion enterprise value and the combined company would launch with a sobering $79 billion in net debt. Larry Ellison, the multi billionaire Oracle co-founder and David Ellison father, personally guaranteed the equity portion as part of the agreement.

Paramount has said it anticipates cost savings of about $6 billion, meaning thousands of potential layoffs. Execs have insisted that staff cuts will not be the main driver of the cost reductions.