Proxy advisory firm Glass Lewis has recommended that Warner Bros. Discovery shareholders vote in favor of the company’s $110 billion merger with Paramount Skydance, adding influential institutional support to the deal ahead of a shareholder vote scheduled for April 23.
Glass Lewis said the merger offers Warner Bros. shareholders immediate and certain cash value that compares favorably to the potential outcomes of a competing proposal from Netflix and other alternatives. The recommendation follows a similar endorsement from fellow proxy advisory firm Institutional Shareholder Services, which called the Paramount deal the result of a competitive sales process that provides shareholders comfort the offer is the best available.
Under the terms of the merger agreement, Warner Bros. Discovery shareholders will receive $31.00 per share in cash — a 147% premium to the company’s unaffected stock price of $12.54 before deal discussions became public. The transaction has been unanimously approved by the boards of both companies and is expected to close in the third quarter of 2026, subject to regulatory clearance including from the U.S. Department of Justice.
The combined company would rank among the largest entertainment conglomerates in the world, bringing together content libraries that span franchises including Game of Thrones, Harry Potter and Mission: Impossible under one roof.
Despite endorsing the merger itself, Glass Lewis joined ISS in flagging concern over the compensation package awarded to Warner Bros. Discovery Chief Executive David Zaslav in connection with the deal. Zaslav stands to receive approximately $887 million in cash, equity and benefits upon closing — a figure that has drawn scrutiny from both advisory firms, particularly a tax reimbursement provision that Glass Lewis called a matter of severe concern. The advisory vote on executive pay is non-binding.
Warner Bros. Discovery’s board has unanimously recommended shareholders vote in favor of the Paramount transaction. The measure is widely expected to pass.
By DNU news