Warner Bros. Discovery (WBD) Proxy filing summary

Executive summary

• A special meeting is scheduled for April 23, 2026, for shareholders to vote on the proposed merger between WBD and Paramount Skydance Corporation (PSKY).

• The merger agreement was signed on February 27, 2026, with PSKY acquiring WBD.

• Litigation and shareholder demand letters allege deficiencies in the proxy statement, but WBD denies these claims and has issued supplemental disclosures to address concerns.

• Forward-looking statements highlight risks including regulatory approvals, litigation, and market impacts related to the merger.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement and related proposals at the special meeting.

• The board unanimously recommends voting in favor of the proposals.

Board of directors and corporate governance

• An ad hoc transaction committee was formed to oversee management and advisors during negotiations, but final authority remained with the full board.

• No additional compensation was provided to committee members.