Warner Bros. Discovery (WBD) Proxy Filing summary

Executive summary

• Board is evaluating a revised acquisition proposal from Paramount Skydance, which includes a higher cash offer and additional financial protections for shareholders.

• The Netflix merger agreement remains in effect, and the board continues to recommend it while engaging with Paramount Skydance.

• Paramount Skydance's revised proposal offers $31.00 per share in cash, a ticking fee, and a $7 billion regulatory termination fee.

• Paramount Skydance would cover the $2.8 billion termination fee owed to Netflix if the existing agreement is ended.

• No assurance is given that discussions with Paramount Skydance will result in a definitive agreement.

Voting matters and shareholder proposals

• Shareholders are being solicited to vote on the proposed merger with Netflix, with the board's recommendation in favor.

• If a superior proposal is determined, Netflix will have four business days to revise its offer.

Board of directors and corporate governance

• The board is acting in accordance with fiduciary duties and consulting 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.