Warner Bros. Discovery (WBD) Proxy Filing summary

Executive summary

• The proxy filing details a proposed merger where Netflix will acquire the streaming and studios business, following a separation of the global linear networks segment into a new company, Discovery Global, which will be distributed to shareholders prior to the merger.

• Shareholders will receive $27.75 per share in cash for each share of New WBD Common Stock, subject to a potential reduction based on the final allocation of net debt between New WBD and Discovery Global, but with a minimum consideration of $21.23 per share in a highly unlikely scenario.

• The transaction is structured to maximize value for shareholders, with the board unanimously recommending approval of the merger, the conversion of Old WBD into a limited liability company, and the advisory compensation proposal.

• The merger is contingent on shareholder approval, regulatory clearances, and completion of the separation transaction, with significant termination fees applicable under certain circumstances.

• The board considered multiple competing offers, ultimately determining the Netflix transaction provided the highest risk-adjusted value and closing certainty.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the merger agreement, (2) the conversion of Old WBD into a Delaware LLC, and (3) an advisory (non-binding) vote on executive compensation related to the merger.

• Approval of the merger and conversion proposals requires a majority of outstanding shares; the compensation proposal requires a majority of shares present or represented by proxy.

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

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board conducted a comprehensive strategic review, including consideration of multiple bids and alternatives, and oversaw negotiations with Netflix and other parties.

• The board established a transaction committee to oversee negotiations and ensure independent evaluation of competing offers.

• The board will be reconstituted following the merger, with directors and officers indemnified for six years post-closing.