Warner Bros. Discovery (WBD) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the election of 13 director nominees for the board, with the board recommending a vote in favor of all nominees.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, is on the agenda, with board support.

• An advisory resolution on executive compensation for 2025 (Say-on-Pay) will be presented, with the board recommending approval.

• A shareholder proposal titled "Sustainability ROI Report" will be voted on, with the board recommending a vote against it.

• Proxy holders may vote on other matters that arise during the meeting at their discretion.

Board of directors and corporate governance

• The slate includes 13 nominees for director positions, reflecting a diverse and experienced board.

Executive compensation and say-on-pay

• Shareholders will cast an advisory vote on the 2025 compensation of named executive officers.