Warner Bros. Discovery (WBD) Proxy Filing summary

Executive summary

• A merger agreement was reached for Paramount Skydance Corporation to acquire all outstanding shares of Series A common stock of Warner Bros. Discovery, Inc. for $31.00 per share in cash, plus a ticking fee if closing occurs after September 30, 2026.

• The merger is subject to approval by a majority of outstanding shares and various regulatory and customary closing conditions.

• The board unanimously recommends shareholders vote in favor of the merger and related compensation proposals.

• The merger process followed a robust strategic review, including competitive bids from multiple parties, with the board determining this transaction maximizes shareholder value.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the adoption of the merger agreement and an advisory (non-binding) vote on compensation for named executive officers related to the merger.

• Approval of the merger proposal is required for the transaction to proceed; the compensation proposal is advisory only.

• Voting can be done online, by phone, mail, or virtually at the special meeting.

• Failure to vote or instruct a broker will have the same effect as voting against the merger.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including a planned separation of business segments and multiple acquisition proposals.

• The board established a transaction committee to oversee negotiations and ensure fiduciary duties were met.

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