Warner Bros. Discovery (WBD) Proxy Filing summary

Executive summary

• Special meeting set for March 20, 2026, for shareholders to vote on a proposed merger with Netflix; board unanimously recommends approval.

• Netflix granted a seven-day waiver for engagement with Paramount Skydance (PSKY) to clarify and potentially improve their competing offer.

• Board continues to recommend the Netflix merger, citing superior value, regulatory certainty, and minimal financing risk.

• PSKY has indicated willingness to pay $31 per share and that their offer is not final, but key terms remain unresolved.

• WBD sent PSKY revised transaction agreements to address deficiencies and align with Netflix deal terms.

Voting matters and shareholder proposals

• Shareholders of record as of February 4, 2026, are eligible to vote at the special meeting.

• Board urges shareholders to vote for the Netflix merger and reject the PSKY offer.

Board of directors and corporate governance

• Board and management emphasize commitment to maximizing shareholder value and transparency in the process.

• Board Chair and CEO directly involved in communications and negotiations with PSKY.