Zaslav’s current compensation structure, featuring a $3 million base salary and a $22 million target bonus, sits well above peer medians. Analysts at ISS flagged a persistent misalignment between these rewards and the company's actual performance. This follows a previous advisory vote where shareholders rejected the proposed pay plans, with only 40.5% of the ballots cast in favor.

Beyond the pay disputes, the merger faces significant legal and regulatory hurdles. State officials in California and New York are reportedly readying a lawsuit to block the transaction, while European Union regulators are set to issue a decision on the deal by July 7. Citing a lack of responsiveness to shareholder concerns, ISS also advised investors to withhold support for five members of the compensation committee: Paul Gould, Richard Fisher, Debra Lee, Kenneth Lowe, and Geoffrey Yang.