Discovery Sets March 11 For Shareholder Vote On WarnerMedia Merger

Discovery has set March 11 as the date of a special shareholder meeting to hold a vote on the company’s proposed merger with AT&T’s WarnerMedia.

It will be held online via webcast, no in-person “for the health and well-being of our stockholders, employees and directors,” the company said in an SEC filing Thursday. There’s not much doubt about the deal being approved as Discovery’s biggest shareholders John Malone and Advance/Newhouse have both given their blessing.

The $43-billion combination was announced in May and things have started to speed up. It got a green light from the U.S. Department of Justice earlier this week, which was key.

AT&T shareholders don’t need to vote.

As reported, the transaction calls for AT&T to spin off WarnerMedia in a first step. AT&T shareholders will receive about one fourth of a share in the new Warner Bros. for each AT&T share in hand. (So a holder of four shares of AT&T, for example, would end up with one share of Warner Bros. Discovery.) AT&T stockholders as a group will end up owning 71% of the new company, Discovery shareholders the rest.

Discovery stockholders will also be asked to approve, on an advisory basis — meaning it’s non-binding — the “‘golden parachute’ compensation payments that will or may be paid by Discovery to its named executive officers in connection with the merger” (common in deals).

Discovery CEO David Zaslav will run the new company and Discovery CFO Gunnar Wiedenfuls, his CFO, will retain that position. That’s about all that’s known officially of the org chart — except that Jeff Zucker will not have a role. (He resigned as head of CNN last week for not disclosing a relationship with a fellow employee.)

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