Warner Music Group Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

WARNER MUSIC GROUP CORP.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

January 18, 2024

Dear WMG Shareholder:

It is my pleasure to invite you to our annual meeting, taking place on March 5, 2024. The attached proxy statement contains key information about the meeting’s agenda, as well as voting instructions.

We appreciate your important votes on the issues contained in this proxy statement.

As the future of music will be forged at the intersection of creativity and technology, we’ve been working hard to build a WMG that will excel in the music industry of tomorrow. We’re carving out a distinctive proposition through the combination of our iconic catalog and new releases, global scale, and the ability to use technology as a force multiplier. In a proactive, fiscally responsible way, we're investing in the artists, songwriters, team, and technology that will deliver continued growth and long-term success and we are excited about the opportunities that lie ahead for WMG to drive shareholder value.

On behalf of our Board of Directors, and our entire company, thank you for your support of WMG.

Notice of Annual Meeting of Stockholders

On behalf of the Board of Directors (the “Board”), I cordially invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Warner Music Group Corp.

Date and Time

Tuesday, March 5, 2024 at 12:00 p.m., Eastern Time

Location

www.virtualshareholdermeeting.com/WMG2024

We have adopted this technology to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment. We believe that the virtual Annual Meeting should enable increased stockholder participation from locations around the world.

Agenda

At the meeting, stockholders will consider and vote on the following matters:

The Board recommends that you vote “FOR” the election of each of the nominees named in Proposal 1 (Robert Kyncl, Lincoln Benet, Len Blavatnik, Val Blavatnik, Mathias Döpfner, Nancy Dubuc, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Michael Lynton and Donald A. Wagner) and “FOR” each of Proposals 2 and 3. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.

Voting Your Shares

Stockholders of record holding shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”) and shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”), of the Company (together, the “Shares”) as of the close of business on January 8, 2024 (the “Record Date”) are entitled to vote at the Annual Meeting.

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Beneficial owners whose Shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions that they received from the nominee.

This notice is being delivered to the holders of Shares as of the close of business on January 8, 2024, the record date fixed by the Board for the purposes of determining the stockholders of the Company entitled to receive notice of and to vote at the Annual Meeting, and constitutes notice of the Annual Meeting under Delaware law. Proxy materials or a Notice of Internet Availability were first made available, sent or given to the Company’s stockholders on or about January 18, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on March 5, 2024.

The accompanying Proxy Statement, our 2023 Annual Report to Stockholders and directions on how to participate in the Annual Meeting are available at https://investors.wmg.com/investor-overview.

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