Warner Bros. Discovery (WBD) Proxy Filing summary

Executive summary

• Special meeting of shareholders scheduled for March 20, 2026, to vote on the proposed merger with Netflix, with voting open until March 19, 2026.

• The merger agreement with Netflix is an all-cash transaction, offering $27.75 per share for Warner Bros. (Streaming & Studios) and additional value from continued ownership in Discovery Global.

• The board unanimously recommends voting in favor of the Netflix merger, citing superior value, greater certainty, and a clear path to close compared to competing offers.

• Paramount Skydance has submitted an amended offer, and the board is engaging in a seven-day evaluation period while maintaining the Netflix merger vote timeline.

• The transaction is expected to create a leading global entertainment company with expanded content offerings and production capacity.

Voting matters and shareholder proposals

• Shareholders of record as of February 4, 2026, are eligible to vote on all proposals related to the Netflix merger at the special meeting.

• Voting can be conducted online, by phone, mail, or QR code, with instructions provided on the WHITE proxy card.

• Shareholders are urged to vote "FOR" all proposals related to the Netflix merger and to disregard any blue proxy cards from Paramount Skydance.

Board of directors and corporate governance

• The board conducted a robust, competitive sale process, engaging 13 potential counterparties and securing improved terms through multiple bidding rounds.

• The board's focus remains on maximizing shareholder value and protecting the long-term strength of the business and its people.

• The board unanimously recommends the Netflix merger and continues to evaluate alternative proposals in a disciplined manner.