Warner Bros. Discovery (WBD) Proxy Filing summary

Executive summary

• Board determined Paramount Skydance's revised proposal is a "Company Superior Proposal" under the existing Netflix merger agreement, valuing shares at $31.00 each with additional ticking fees and regulatory protections.

• Netflix has a four business day period to revise its offer to match or exceed the PSKY proposal; the Netflix merger agreement remains in effect during this period.

• The PSKY proposal includes a $7 billion regulatory termination fee and payment of the $2.8 billion Netflix termination fee, with additional equity funding commitments from Larry J. Ellison and related trusts.

• Board continues to recommend the Netflix transaction pending further developments.

• Forward-looking statements highlight risks including regulatory approvals, market reactions, integration challenges, and uncertainties in financial projections.

Voting matters and shareholder proposals

• Shareholders are being solicited to vote on the proposed transaction with Netflix, with the possibility of a superior proposal from PSKY affecting the outcome.

• Proxy materials and tender offer documents are available for review, and shareholders are urged to read all relevant filings.

Board of directors and corporate governance

• Board's decision on the PSKY proposal was made after consultation with independent financial and legal advisors.

• Allen & Company, J.P. Morgan, and Evercore are financial advisors; Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton LLP are legal counsel.