English Entertainment
Fox Entertainment EVP joins Gemstar-TV Guide as CEO
MUMBAI: Fox Entertainment Group executive vice president business development and strategy Rich Battista has been appointed as Gemstar-TV Guide International, Inc. as chief executive officer. Battista replaces Jeff Shell, current CEO and a member of the company’s board of directors, who has resigned. Battista’s appointment is effective immediately.
The company also announced the appointment of Anthea Disney as executive chairman of the board of directors. Disney’s responsibilities in this newly created position at Gemstar-TV Guide will be in addition to her ongoing role as executive vice president for content at News Corporation. With Disney’s appointment, Lachlan Murdoch has resigned his position as a Gemstar-TV Guide director.
Announcing the changes, Rupert Murdoch, a member of Gemstar’s board and chairman of News Corporation, Gemstar’s largest shareholder said, “Rich Battista is a talented, dedicated executive with operational and strategic skills. I am confident that under Rich, Gemstar-TV Guide will continue its turnaround and regain its momentum. Rich has deep relationships across the television industry, and a strong track record of identifying and capitalizing on the type of growth opportunities critical to delivering greater value to Gemstar-TV Guide’s customers and shareholders.”
Murdoch added, “In Anthea Disney, Gemstar-TV Guide will have a chairman of exceptional experience and ability in the media industry. Anthea has a history of success turning around difficult businesses, and I feel certain that her wise counsel will be a great asset to the executive team at the Company.”
Battista said, “This is an exciting opportunity to help extend Gemstar-TV Guide’s leadership in an industry where technological advances and changing consumer viewing habits provide real growth prospects for our company’s powerful assets. I look forward to working with the company’s excellent management team to maximise that considerable potential.”
Murdoch also thanked Shell for having steered Gemstar-TV Guide through a very difficult period in the company’s history. “Jeff has made invaluable contributions to Gemstar-TV Guide during his tenure, successfully navigating the company through a management and corporate governance restructuring, and was instrumental in resolving many of its business and legal issues,” said Murdoch.
Shell joined Gemstar-TV Guide in April 2002 as COO and a member of the board, and has served as the company’s CEO since November 2002. Shell has agreed to remain with the company during a transition period. “I appreciate having had the opportunity to be part of Gemstar-TV Guide during this critical time. The successes we have achieved over the past few years are truly a testament to the hard work and dedication of the Company’s many talented employees,” said Shell.
“With a great management team now in place, and a solid foundation laid for the Company’s future success, I leave Gemstar-TV Guide stronger than when I arrived, and in great shape to capitalise on its outstanding portfolio of assets. I love to fix and build new businesses, so I’m looking forward to taking on the next big challenge.”
English Entertainment
Warner Bros. Discovery shareholders approve Paramount deal
Investors wave through a $111 billion megamerger but deliver a stinging, if toothless, rebuke over half-a-billion-dollar goodbye packages
NEW YORK: The shareholders said yes to the deal. They said no to the cheque. At a virtual special meeting on Thursday that lasted barely ten minutes, Warner Bros. Discovery investors voted overwhelmingly to approve Paramount Skydance’s $111 billion acquisition of the company — and then turned around and voted against the lavish exit pay packages lined up for chief executive David Zaslav and his fellow outgoing executives.
Not that it will make much difference. The compensation vote is purely advisory and non-binding. The Warner Bros. Discovery board can, and almost certainly will, pay out as planned.
But the symbolism stings. It is the second consecutive year that WBD shareholders have voted against the executive compensation packages, and this time they had good reason. Zaslav’s exit deal is, by any measure, extraordinary. Under the terms filed with the Securities and Exchange Commission, he is set to receive $34.2 million in cash severance, $517.2 million in equity in the combined company, and $44,195 in continued health coverage — a total of at least $550 million. On top of that, Warner Bros. Discovery has agreed to reimburse Zaslav up to $335 million for taxes assessed by the Internal Revenue Service on his accelerated stock vesting, though the company says that figure will decline depending on when the deal closes. As of March 11, Zaslav also held $115.85 million in vested WBD stock awards — and last month sold a further $114 million worth of WBD shares.
Shareholder advisory firm ISS recommended voting against the compensation measure, citing “problematic” tax reimbursements to Zaslav and the full vesting of his stock awards.
Zaslav will be bound by a two-year non-competition covenant and a two-year non-solicitation of customers and employees after the deal closes.
His lieutenants are not walking away empty-handed either. J.B. Perrette, chief executive and president of global streaming and games, is in line for $142 million, comprising $18.2 million in cash severance and $123.9 million in equity. Bruce Campbell, chief revenue and strategy officer, will receive an estimated $121.5 million, including $18.8 million in severance and $102.7 million in equity. Chief financial officer Gunnar Wiedenfels is set for $120 million, made up of $6.6 million in cash severance and $113.1 million in equity. Gerhard Zeiler, president of international, will get $82.6 million, including $11.9 million in severance and $70.7 million in equity.
The deal itself, clinched in February after Netflix declined to raise its bid for Warner Bros., still needs regulatory clearance from the Justice Department and European authorities. Several state attorneys general are also weighing legal action to block it.
Senator Elizabeth Warren, Democrat of Massachusetts, was unsparing. “The Paramount-Warner Bros. merger isn’t a done deal,” she said after the shareholder vote. “State attorneys general across the country are stepping up to stop this antitrust disaster. We need to keep up this fight.”
If it does go through, the combined entity would be a formidable beast, bringing together Paramount Skydance’s stable — CBS, CBS News, Paramount Pictures, Paramount+, BET, MTV and Nickelodeon — with WBD’s portfolio of HBO, Max, Warner Bros. film and TV studios, DC, CNN, TBS, TNT, HGTV and Discovery+. Paramount has said it expects $6 billion in cost savings from the merger, which is Wall Street shorthand for mass layoffs on a significant scale.
The ten-minute meeting was presided over by chairman Samuel Di Piazza Jr., with Zaslav, Campbell, Wiedenfels and chief communications officer Robert Gibbs in virtual attendance. Di Piazza was bullish. “We appreciate the support and confidence our stockholders have placed in us to unlock the full value of our world-class entertainment portfolio,” he said. “With Paramount, we look forward to creating an exceptional combined company that will expand consumer choice and benefit the global creative talent community.”
Zaslav echoed the sentiment. “Over the past four years, our teams have transformed Warner Bros. Discovery and returned the company to industry leadership,” he said. “Today’s stockholder approval is another key milestone toward completing this historic transaction that will deliver exceptional value to our stockholders.”
Paramount Skydance struck a similar note. “Shareholder approval marks another important milestone towards completing our acquisition of Warner Bros. Discovery,” it said in a statement, adding that it looked forward to “closing the transaction in the coming months.”
The shareholders have spoken on the merger. On the pay, they were ignored before the vote was even counted.
