Warner Bros. Discovery shareholders approve Paramount takeover

By Brian Stelter, CNN

(CNN) — Warner Bros. Discovery shareholders have cleared the way for CNN, HBO and Warner’s other media brands to join Paramount Skydance later this year.

Shareholders “overwhelmingly” voted in support of the takeover deal, WBD said after a pro forma special meeting took place on Thursday morning.

The vote was anticlimactic, but still a crucial moment in the monthslong struggle for control of WBD, one of the biggest media companies in the world.

Paramount, led by CEO David Ellison, still has to secure regulatory approval in the United States and other countries, but company executives are optimistic that they’ll be able to complete the deal in the third quarter of the year, meaning by the end of September.

“Shareholder approval marks another important milestone towards completing our acquisition of Warner Bros. Discovery, building on our successful equity and debt syndications and progress across regulatory approvals,” Paramount said in a statement.

“We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers,” the company added.

A year ago, WBD stock was trading at about $8 per share. Paramount is offering $31 per share, so the deal has been a no-brainer for many investors.

However, it has been a source of intense controversy in Hollywood and beyond, with some entertainment industry veterans warning against media consolidation and some activists criticizing Paramount’s close ties to President Donald Trump.

Opponents of the deal held a “block the merger” protest outside WBD headquarters on Thursday morning shortly before the vote.

The opponents are urging state attorneys general in states like California and New York to challenge the deal on antitrust grounds.

Several attorneys general offices have said they are closely examining the deal, partly out of a belief that the Trump administration’s federal regulators will give Paramount the green light for political reasons.

European regulatory bodies are also reviewing Paramount-WBD and may demand that Paramount divest some assets in order to secure the necessary approvals.

Paramount executives have bet that they’ll win all the necessary approvals swiftly: The WBD deal terms include a so-called “ticking fee” that increases the price per share if the deal isn’t finalized by September 30.

While shareholders easily advanced the Paramount deal, they did not approve the other measure that was up for a vote on Thursday. That one focused on compensation packages for outgoing WBD CEO David Zaslav and other executive officers.

The payout to Zaslav could total as much as $886 million, which would be “one of the highest golden parachutes ever observed,” according to the Los Angeles Times.

The compensation package proposal “did not receive sufficient votes and did not pass,” a representative said at the end of the virtual shareholder meeting.

However, the shareholder vote was merely advisory, not binding in nature, which means the WBD board of directors may still move forward with the payouts.

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