Warner Bros. Discovery shareholders voted Thursday to approve the $110 billion sale to Paramount Skydance, delivering a decisive blow to Netflix’s earlier bid and setting the stage for one of Hollywood’s largest media consolidations in recent memory.
The approval, based on a preliminary count, showed an overwhelming majority backing the deal at $31 per share in cash, which values the transaction at roughly $81 billion excluding debt and nearly $111 billion when including liabilities. The vote came despite a separate rejection by shareholders of an extraordinary executive payout package for outgoing CEO David Zaslav, which would have totaled up to $886 million if the merger closes — a sum that includes a $334 million tax reimbursement critics labeled unnecessary and excessive.
Paramount, now backed by Skydance, prevailed after months of public bidding warfare with Netflix, which had initially secured Warner’s interest with a $72 billion studio-and-streaming offer before being outbid. Warner’s board had repeatedly endorsed Netflix’s proposal, but Paramount’s direct shareholder approach and higher cash offer ultimately won the day. The combined entity would unite HBO Max and Paramount+, bringing together franchises like “Harry Potter,” “Euphoria,” “Sopranos,” and “SpongeBob SquarePants” under a single streaming umbrella.
Regulatory scrutiny looms as critics warn of reduced competition and creative choice
The deal remains subject to antitrust review, with opponents arguing it would further concentrate power in an industry already dominated by a handful of giants. Critics, including Jane Fonda’s Committee for the First Amendment, called the shareholder vote a “serious setback” but vowed to continue fighting the merger through state or federal courts, citing fears of job losses and fewer opportunities for independent filmmakers.
Industry professionals have voiced “unequivocal opposition” to the deal, warning that consolidation reduces bargaining power for creatives and limits diversity in storytelling. This echoes past resistance to media mergers, such as the 2018 AT&T-Time Warner merger, which also faced legal challenges before being cleared — though that case centered on vertical integration rather than horizontal streaming scale.
For more on this story, see Warner Bros. Discovery Shareholders Vote on Paramount Merger Amid Union and Political Opposition.
Analysts witness a streaming titan emerging, but question long-term viability
If approved, the merged company would boast roughly 200 million gross streaming subscribers — surpassing all competitors except Netflix — and combine the two largest film and TV libraries in Hollywood. Needham analyst Laura Martin projected the entity would become a “meaningful competitor” in consumer time, ad pricing, and monetization by eliminating redundant mid-tier streaming services in favor of a unified global platform.
Paramount has pledged to maintain a minimum of 30 theatrical films annually, while Netflix, now freed from the bidding war, is shifting focus to scaling its advertising business. BMO analyst Brian J. Pitz noted investors now see a “cleaner” path for Netflix to pursue a $10B+ ad venture without the distraction of pursuing Warner assets.
Zaslav’s exit package draws sharp rebuke despite non-binding vote
Shareholders delivered a rare rebuke to executive compensation by voting down Zaslav’s golden parachute, though the outcome is advisory and not legally binding. Proxy advisors Institutional Shareholder Services and Glass Lewis both warned the package — featuring equity, cash, perquisites, and the contested tax gross-up — was inconsistent with market norms and imposed an unjustified cost on shareholders.
The tax reimbursement, added to Zaslav’s contract in March — weeks after the Paramount deal was announced — was justified by the board as necessary due to increased tax exposure under the fresh structure, though critics note it was not part of his prior agreement with Netflix. Zaslav had also sold $114 million in stock earlier that month, adding to scrutiny over timing and incentives.
This follows our earlier report, <a href="https://time.news/hollywood-stars-sign-
petition-to-block-paramount-warner-deal/”>Hollywood Stars Sign Petition to Block Paramount-Warner Deal.
Will the merger face legal challenges despite shareholder approval?
Yes. While shareholders approved the deal, it still must clear antitrust reviews at the federal and possibly state level, where critics plan to argue it harms competition and creative diversity.
Is the executive payout vote legally binding on the company?
No. Shareholder votes on compensation are advisory, meaning the board is not required to act on the rejection, though such signals often influence future pay decisions.
How will the combined streaming service compare to Netflix in scale?
The merged entity would reach about 200 million gross subscribers — larger than all streaming rivals except Netflix — though net subscriber counts and engagement metrics remain uncertain until integration progresses.
What happens to Netflix now that it lost the bidding war?
Netflix is shifting focus to growing its advertising business, with analysts noting the failed bid removes a major distraction and allows renewed emphasis on core fundamentals and near-term ad scaling goals.
