Warner Bros. Discovery shareholders rejected the company’s 2025 executive compensation proposal at its June 9, 2026 annual meeting. The advisory vote was 1,313,562,677 against and 244,543,743 for. It covered named executive officers collectively, including CEO David Zaslav, and did not cancel or legally invalidate his compensation.
What shareholders voted on—and when
The vote took place in 2026 but concerned compensation paid for 2025. WBD’s Proposal Three asked stockholders to approve, on an advisory basis, compensation for the company’s named executive officers. The board recommended voting for it. The June 12, 2026 Form 8-K reporting the meeting results shows that shareholders did not approve the proposal.
This was the second consecutive annual rejection. The previous say-on-pay vote, held June 2, 2025, covered 2024 compensation; WBD’s 2026 proxy says a majority of votes cast opposed the program. The distinction matters: the 2025 meeting addressed 2024 pay, while the 2026 meeting addressed 2025 pay.
How decisive was the vote?
| Vote category | June 2026 result |
|---|---|
| For | 244,543,743 |
| Against | 1,313,562,677 |
| Abstentions | 7,198,968 |
| Broker non-votes | 342,897,211 |
Against votes exceeded for votes by more than five to one. Abstentions and broker non-votes are reported separately; they are not votes for or against in that comparison. The exact totals come from WBD’s June 12, 2026 Form 8-K.
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How much compensation did WBD report for Zaslav?
WBD’s 2026 proxy statement reports Zaslav’s total 2025 compensation as $165,009,366. The company said the figure was significantly higher than in prior years primarily because of a one-time stock-option grant under his 2025 employment agreement.
WBD also calculated a figure of $55,416,185 excluding the value of that one-time grant. That is the company’s alternate, grant-excluded calculation—not the reported Summary Compensation Table total. The two figures use different treatments of the award and should not be presented as interchangeable measures of reported pay.
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How does that compare with 2024?
WBD’s 2025 proxy statement reported Zaslav’s total compensation for 2024 as $51,918,563. The same company disclosures give the following comparison:
| Compensation year | Meeting and vote year | Zaslav reported total compensation | Vote outcome |
|---|---|---|---|
| 2024 | 2025 | $51,918,563 | A majority of votes cast opposed the proposal, according to WBD’s 2026 proxy |
| 2025 | 2026 | $165,009,366 | 1,313,562,677 against; 244,543,743 for |
The 2025 compensation total includes the one-time option grant described above. It is therefore important not to infer that the full year-over-year increase represents recurring cash pay or a recurring award.
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What do WBD’s pay-ratio figures mean?
For its 2025 pay-ratio calculation, WBD reported median-employee annual total compensation of $119,748 and a CEO-to-median-employee ratio of 1,378 to 1. The company also gave an alternate ratio of 463 to 1 excluding the value of the one-time option grant. That adjusted ratio is WBD’s calculation, not the ratio based on the reported total compensation figure.
For 2024, WBD reported a CEO-to-median-employee ratio of 398 to 1 in its 2025 proxy. These ratios are company disclosures calculated for proxy reporting; they are not a measure of every employee’s pay or of the amount Zaslav received in cash.
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Why did shareholders vote no?
The tally establishes that the proposal was rejected, but it does not reveal why each shareholder voted as they did. One reported point of opposition came before the meeting: Bloomberg Law reported on June 8, 2026 that Institutional Shareholder Services (ISS) recommended votes against the compensation proposal and five directors. The report attributed to ISS the view that the compensation committee had responded poorly to the prior year’s shareholder concerns and that Zaslav’s target pay opportunities remained outsized. That was a proxy adviser’s critique as reported by Bloomberg Law, not a regulator’s finding or evidence of every voter’s motive.
WBD’s 2026 proxy says its compensation committee considered the negative 2025 vote. The company described changes to Zaslav’s employment agreement, including double-trigger rather than single-trigger cash severance in a change-in-control transaction, and a one-time signing stock-option award. WBD said the award was intended to encourage completion of a proposed separation and stockholder value creation. Those are the company’s stated reasons; they do not establish that shareholders accepted the changes.
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Can shareholders stop or reverse a CEO’s pay with this vote?
No. WBD’s 2026 proxy states: “As an advisory vote, this proposal is not binding.” The company explains that the result does not overrule a decision by WBD, its board, or a board committee. The vote therefore expressed shareholder opposition but did not itself void Zaslav’s compensation or direct the board to take a specific action.
WBD also says its board and compensation committee value shareholder opinions and will consider the result in future compensation decisions. That is the company’s stated approach, not a guarantee of a particular change or outcome.
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