Warner Music Group Corp.
For the period ended Mar 3, 2026. Filed Jan 20, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 3, 2026 · Filed Jan 20, 2026
Contents
Cover page
Show cover page
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
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under Rule 14a-12 |
|---|
WARNER MUSIC GROUP CORP.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|---|
January 20, 2026
Dear WMG Shareholder:
It is my pleasure to invite you to our annual meeting, taking place on March 3, 2026. 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.
In 2025, Warner Music Group successfully navigated a rapidly changing landscape while delivering profitable growth, improving our market share, and realigning our company for future success. We remained focused on the fundamentals that strengthen our business and protect the value of the music our artists and songwriters create and we continued to set the standard for artist development.
Innovation remained a central theme. Advances in AI brought new opportunities and new responsibilities, and our approach has been consistent. We support technological progress that respects artistic identity, operates with licensed data, and reflects the true value of music. Our partnerships and policy engagement this year continued to shape practical guardrails for the industry and reinforce a creator-first approach to innovation.
Throughout the year, we remained focused on running a disciplined, globally integrated organization. That means aligning strategic goals with execution, managing risk proactively, and operating efficiently across all parts of the company. These principles are core to how we grow market share, increase the value of music, and deliver durable performance while staying focused on what matters most: the music.
Against the backdrop of a healthy and growing industry that is seeing new opportunities emerge constantly, we are investing in our core music business to accelerate growth both organically and through accretive M&A. Additionally, we are improving efficiency to free up more capital to invest and enhance our margins all while focusing on thoughtful capital allocation.
As we look ahead, we remain confident in our strategy and in the opportunities ahead for music, technology, and global culture. Thank you to our artists, songwriters, partners, and teams who help drive this company forward. Together, we are building a Warner Music Group that is poised to deliver sustainable shareholder value.
On behalf of our Board of Directors, and our entire company, thank you for your support of WMG.
Sincerely,
Robert Kyncl
Chief Executive Officer
Warner Music Group Corp.
Notice of Annual Meeting of Stockholders
On behalf of the Board of Directors (the “Board”), I cordially invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Warner Music Group Corp.
Date and Time
Tuesday, March 3, 2026 at 12:00 p.m., Eastern Time
Location
www.virtualshareholdermeeting.com/WMG2026
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:
| • | Proposal 1: Election of eleven directors for a one-year term ending at the 2027 Annual Meeting of Stockholders; |
|---|
| • | Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026; and |
|---|
| • | Any such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
|---|
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” Proposal 2. 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 6, 2026 (the “Record Date”) are entitled to vote at the Annual Meeting.
Internet Please log on to www.proxyvote.com and submit a proxy to vote your Shares by 11:59 p.m., Eastern Time, on March 2, 2026.
Telephone Please call the number on your proxy card until 11:59 p.m., Eastern Time, on March 2, 2026.
Mail If you received printed copies of the proxy materials, please complete, sign, date and return your proxy card by mail to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717 so that it is received by the Company prior to the Annual Meeting.
In Person You may attend the virtual Annual Meeting and cast your vote.
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.
ii
This notice is being delivered to the holders of Shares as of the close of business on January 6, 2026, 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 20, 2026.
By Order of the Board of Directors,
Trent Tappe
Senior Vice President, Deputy General Counsel,
Chief Compliance Officer and Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on March 3, 2026.
The accompanying Proxy Statement, our 2025 Annual Report to Stockholders and directions on how to participate in the Annual Meeting are available at https://investors.wmg.com/investor-overview.
iii
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.