Warner Bros. Discovery modifies David Zaslav's employment contract — again

Warner Bros. Discovery has modified Chief Executive David Zaslav’s declaration for a 2nd clip this twelvemonth to hole for the company’s projected breakup.

This month’s alterations were outlined successful an SEC filing connected Thursday — a week earlier archetypal bids are owed successful the Warner Bros. Discovery auction. Industry sources expect Paramount, Comcast and Netflix to marque offers for the embattled amusement institution that owns HBO, CNN, Food Network and the storied Warner Bros. movie and tv studios.

Warner Bros. Discovery declined to comment.

The merchantability kicked disconnected successful September erstwhile David Ellison-led Paramount made an unsolicited connection for Warner Bros. Discovery — a period aft Ellison and RedBird Capital Partners had acquired Paramount from the Redstone household successful an $8-billion deal. The institution since has made astatine slightest 3 bids — but each were unanimously rejected by the Warner Bros. Discovery board, which viewed them arsenic excessively low.

Paramount’s astir caller solicitation for Warner Bros. Discovery was for $23.50 per share, which would worth the institution astatine astir $58 billion.

The outer jockeying for Warner Bros. Discovery acceptable the signifier for Zaslav and the Warner committee to amend his employment agreement. The declaration was revised Nov. 7 to clarify that assorted spin-off configurations would effect successful the aforesaid incentives for Zaslav.

Previously, his declaration was amended to outline his compensation and incentives should the Warner Bros. studios and HBO Max rotation disconnected from the genitor company, arsenic envisioned erstwhile Warner announced its breakup plans successful June. At the time, Zaslav planned to enactment connected to tally the studios and streaming company, which would beryllium called Warner Bros. successful a motion to its historical roots and the pioneering days of the movie industry.

The program was for the company’s 2 twelve cablegram networks, including CNN, TNT, Animal Planet and TLC, to stay down and the institution renamed Discovery Global.

The institution is forging up with its breakup plans. However, it present plans to rotation disconnected the cablegram channels (Discovery Global) and support the studios, HBO and the HBO Max streaming work arsenic the surviving firm entity (Warner Bros.).

“The amendment clarifies that if the separation is achieved by retaining Warner Bros. and spinning disconnected Discovery Global (a ‘Reverse Spinoff’) alternatively than spinning disconnected Warner Bros. ... the Reverse Spinoff volition beryllium treated successful the aforesaid mode ... for each purposes of the Zaslav arrangements,” the filing said.

Previously, the institution had envisioned that the divided would beryllium implicit by Dec. 31, 2026. But a full-blown auction could upset those plans — and the transaction could adjacent astatine a aboriginal date.

Zaslav’s declaration was modified to widen his employment done December 2030. Previously, his declaration was acceptable to expire successful December 2027.

“This hold is intended to unafraid Mr. Zaslav’s enactment of WBD for the aforesaid play that we had contracted to person him service arsenic the main enforcement serviceman of Warner Bros. pursuing a separation,” the filing said.

The Wall Street Journal was the archetypal to study that nonbinding preliminary bids for the institution are owed Nov. 20.