### Warner Bros. Discovery Shareholders Reject 2024 Executive Compensation Plans

In a notable display of dissent, shareholders at Warner Bros. Discovery voted against the company's proposed executive compensation packages for 2024, which included a substantial $51.9 million for CEO David Zaslav. This non-binding "say-on-pay" vote, although a requirement for publicly traded companies, emphasizes the ongoing controversy surrounding executive pay at the company.

The SEC filing revealed that 59% of the shareholders who voted opposed the executive pay plans. Typically, any support under 70% draws significant attention. This disapproval is particularly impactful, given Warner Bros. Discovery's financial struggles following its merger three years ago, which left the company saddled with debt. Adding to its woes, S&P recently downgraded the company to "junk" status, citing weak credit metrics.

Critics have pointed out that the compensation committee of the board adjusted performance metrics to increase Zaslav's pay, despite the company's underwhelming performance. The dissatisfaction with executive pay had been a focal point during the recent Hollywood strikes, with the issue brought to the forefront on picket lines.

Leading proxy advisory firm Institutional Shareholder Services recommended voting against the current pay structures, stating that the compensation committee has been minimally responsive to shareholder concerns, despite consecutive years of low support for the pay packages.

In response to the vote, Warner Bros. Discovery's Board of Directors expressed its appreciation for shareholder feedback and assured that it takes the results seriously. The Board’s Compensation Committee reiterated its commitment to engaging in meaningful dialogue with shareholders.

The results and reactions underscore the growing discontent among shareholders regarding executive compensation, especially in light of the company's financial challenges and declining stock value.