Warner Bros. Discovery (WBD) Proxy filing summary

Executive summary

• A special meeting is scheduled for April 23, 2026, for shareholders to vote on a proposed merger with Paramount Skydance Corporation (PSKY), where Warner Bros. Discovery (WBD) would become a wholly owned subsidiary of PSKY at $31.00 per share in cash, plus a ticking fee if closing is delayed past September 30, 2026.

• The WBD board unanimously recommends voting in favor of the merger and the related executive compensation proposal, citing a robust strategic review process and a significant premium to unaffected trading prices.

• The merger is subject to regulatory approvals, shareholder approval, and other customary closing conditions, with a targeted completion by the end of Q3 2026.

• If the merger is not completed, WBD will remain independent, and the stock will continue trading on Nasdaq.

Voting matters and shareholder proposals

• Shareholders will vote on (1) adopting the merger agreement and (2) an advisory (non-binding) vote on compensation for named executive officers related to the merger.

• Approval of the merger proposal requires a majority of outstanding shares as of March 20, 2026; failure to vote or instruct a broker will count as a vote against.

• The compensation proposal is advisory and not a condition for closing.

• Only shareholders of record as of March 20, 2026, may vote; voting can be done online, by phone, mail, or virtually at the meeting.

Board of directors and corporate governance

• The WBD board conducted a thorough review of strategic alternatives, including outreach to 13 potential counterparties, and determined the PSKY merger was the best available transaction.

• The board considered the fairness of the transaction, the certainty of all-cash consideration, and the robust equity and debt financing commitments.

• The board’s recommendation is supported by fairness opinions from Allen & Company and J.P. Morgan.