Warner Bros. Discovery (WBD) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, with virtual participation and voting options for shareholders.

• Key 2025 achievements include record Studios performance, global streaming subscriber growth to 132 million, and strong financial results across all segments.

• Strategic actions in 2025 led to a planned separation into two public companies and a merger agreement with Paramount, resulting in a 164% stock price increase and a $31/share acquisition offer.

• Board and management focused on unlocking shareholder value, with significant changes to corporate structure and leadership compensation.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 13 directors for one-year terms, ratification of PwC as auditor, advisory approval of 2025 executive compensation (Say on Pay), and a stockholder proposal regarding sustainability ROI reporting.

• Board recommends voting FOR all directors, auditor ratification, and Say on Pay; AGAINST the sustainability ROI proposal.

Board of directors and corporate governance

• Board consists of 13 nominees with diverse backgrounds in media, finance, technology, and global operations; 12 are independent.

• All standing committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Board refreshment since 2022, with 11 new independent directors and an average tenure of 5 years.

• Annual director elections, independent Board Chair, and robust evaluation and succession planning processes.

• No poison pill, supermajority, or dual-class stock; shareholders can call special meetings.