Warner Bros. Discovery (WBD) shareholders made their dissatisfaction clear this week, delivering a major rebuke to CEO David Zaslav and the company’s top brass by voting against their 2024 compensation packages.
Daffy Duck and Porky Pig in the Looney Tunes movie The Day The Earth Blew Up – YouTube, WB Kids
READ: James Gunn Denies Superman Runtime Cut Rumors, Claims WBD Has No Power to Cut Down DC Studios Films
The result, revealed in a June 3rd SEC filing, comes at a time when the media conglomerate is facing deepening financial challenges and ongoing layoffs across its cable TV operations.
Nearly 60% of Voting Shares Say “No” to Executive Pay
At WBD’s annual shareholder meeting held June 2nd, a non-binding “say-on-pay” proposal failed, with over 1.06 billion shares voted against the executive compensation plan versus 724.5 million shares in favor. That’s a decisive 60% majority voting to reject the proposal. An additional 5.69 million shares abstained, while 307.38 million were broker non-votes.
The WB logo before a Looney Tunes cartoon – YouTube, Public Domain Remastered
The outcome marks a stark reversal from last year, when the same advisory measure passed with 54% approval. In its 2025 proxy statement, the company acknowledged that “a significant number of votes were cast against our executive compensation program” in 2024 and claimed to have made adjustments in response — including moving away from guaranteed bonuses for Zaslav in favor of performance-based metrics.
While the vote marks a clear rejection by shareholders, it is important to note that the “say-on-pay” measure is advisory and non-binding. That means Warner Bros. Discovery’s board is not legally obligated to alter executive compensation in response to the outcome. However, the board is expected to take the results seriously and incorporate shareholder feedback into future compensation decisions.
Mounting Debt and Credit Downgrade Add Pressure
The shareholder revolt over executive pay comes as Warner Bros. Discovery faces mounting financial strain. The company is currently carrying a gross debt load of more than $40 billion, a burden it inherited largely from the WarnerMedia–Discovery merger. Servicing that debt has become increasingly difficult as revenue from its linear TV networks continues to decline and streaming profitability remains elusive.
A screenshot from the trailer for the Looney Tunes movie The Day The Earth Blew Up – YouTube, WB Kids
In May 2025, S&P Global Ratings downgraded WBD’s credit rating to junk status, citing “continued revenue and cash flow declines at its linear TV operations” and a weaker-than-expected earnings forecast through 2026. The downgrade increases the cost of borrowing and further restricts financial flexibility — making high executive payouts even more controversial in the eyes of many investors.
Between the shareholder rejection of pay packages, ongoing layoffs, and Wall Street’s growing skepticism, WBD’s leadership now faces mounting pressure to demonstrate fiscal discipline — not just in operations, but in how it compensates its highest-paid executives.
Zaslav’s Pay Rose to $51.9 Million Amid Declining Business
According to Warner Bros. Discovery’s most recent proxy statement, Zaslav earned $51.9 million in 2024, a 4.4% increase over the $49.7 million he received the year prior.
WBD CEO David Zaslav Speaks at a New York Times event – YouTube, New York Times Events
His compensation included:
- $3 million base salary
- $23.1 million in stock awards
- $23.9 million in cash bonus
- $1.9 million in other compensation
The bonus was reportedly tied to a performance formula in which 70% was based on financial goals (revenue, adjusted EBITDA, and subscriber growth) and 30% on strategic achievements. However, shareholders evidently found the overall package excessive, especially as the company continues to shed jobs and restructure its business.
Warner Bros Discovery Logo
READ: WBD Layoffs Hit Almost 100 Staff Across Cable Networks as Linear TV Business Shrinks
Zaslav’s compensation has drawn criticism in prior years as well. He received $39.3 million in 2022 and a staggering $246.6 million in 2021, largely due to massive stock option grants awarded during the WarnerMedia–Discovery merger.
Broader Executive Pay Also Scrutinized
Zaslav wasn’t the only executive under scrutiny. The rejected compensation package also included:
- CFO Gunnar Wiedenfels – $17 million (flat year-over-year)
- Chief Revenue and Strategy Officer Bruce Campbell – $19.8 million (up 8%)
- CEO of Global Streaming & Games J.B. Perrette – $19.7 million (down 2%)
- International President Gerhard Zeiler – $14.8 million (up 11%)
Daffy Duck and Porky Pig in the Looney Tunes movie The Day The Earth Blew Up – YouTube, WB Kids
Though these figures are in line with executive compensation at other media giants, WBD shareholders appear increasingly unwilling to support high payouts amid continued underperformance and industry headwinds.
Board Promises “Constructive Dialogue”
In a statement provided to Variety, the Warner Bros. Discovery board said:
“The Warner Bros. Discovery Board of Directors appreciates the views of all its shareholders and takes the results of the annual advisory vote on executive compensation seriously. The Compensation Committee of the Board looks forward to continuing its regular practice of engaging in constructive dialogue with our shareholders.”
Despite the conciliatory tone, the outcome signals deepening frustration from investors, not just about executive compensation, but about the broader direction of a company now grappling with linear TV declines, cable layoffs, a junk credit rating, and sluggish financial growth.
WBD CEO David Zaslav Speaks at a New York Times event – YouTube, New York Times Events
As Warner Bros. Discovery continues its corporate restructuring and contends with ongoing skepticism from Wall Street, the message from shareholders is unmistakable: performance must come before pay.
Do you think WBD executives like David Zaslav should get a pay raise in light of the company’s financial state? Sound off in the comments and let us know!
UP NEXT: Hollywood Trades Claim Josh D’Amaro Now Leading the Race to Replace Bob Iger as Disney CEO
The definition of “failing upward.” $50m is a nearly inconceivable amount of money to pay someone to run your company into the ground. On the other hand, it isn’t him doing it.
It is the hundreds of other executives or directors of this and that making shoddy decisions and his rubber stamp. But I guess he gets the big bucks to take the blame and hate when he has to lay off a bunch more people.
I bet they regret that Discovery acquisition now. You can’t buy your way out of failure, not for long. Look at Disney.
Someday, I hope to be hearing these same stories about Disney. They’re every bit as bad as WBD, if not worse.