Warner Bros Discovery Inc
For the period ended Jun 3, 2024. Filed Apr 19, 2024.
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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.
Jun 3, 2024 · Filed Apr 19, 2024
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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
(Amendment No. )
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 §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☒ | No fee required |
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| ☐ | 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 |
Letter to our Stockholders
| Samuel A. Di Piazza, Jr.Board ChairWarner Bros. Discovery, Inc. | April 19, 2024Dear Fellow Stockholders,We look forward to welcoming you to our Annual Meeting on June 3, 2024, at 10:00 a.m. ET. This year’s virtual meeting may be accessed at www.virtualshareholdermeeting.com/WBD2024.In just its second year, Warner Bros. Discovery has made meaningful strides towards achieving its strategic, operational and financial goals. The Board’s focus has been to support David and our leadership team in pursuing WBD’s strategic priorities and positioning the Company on a solid pathway to growth. Together, we have placed continued emphasis on making sure we maintain the critical balance between appropriately investing in the requisite core capabilities and paying down debt, and we are encouraged by the progress made in what is an especially tough media environment.There, of course, remains much work to be done. Among the challenges David and the team are focused on are managing the secular trends impacting linear television and the advertising headwinds facing the entire industry. While we know there are no simple solutions, the Board shares their confidence in the Company’s ability to navigate these and other hurdles, grow the business, and drive long-term value for you, our fellow stockholders. We are especially proud of the significant steps the team took over the past year to achieve our leverage target and generate substantial free cash flow, recognizing these are critical to growth. As we look ahead to the balance of the year and our key investment areas, namely storytelling and technology, we see great opportunity to expand WBD’s global reach and creative impact, particularly through the Company’s strategic priority for this year and next, the global roll-out of Max. Additionally, the Board and the leadership team are pleased to continue to deliver on stockholders’ desire for greater transparency around our policies and practices. WBD’s inaugural Sustainability Report was published earlier this month, and includes information on WBD’s environmental, social and governance objectives and achievements. We are excited for all that’s in store for Warner Bros. Discovery this year, and, as always, appreciate your continued, strong support.Sincerely,Samuel A. Di Piazza, Jr.Board ChairWarner Bros. Discovery, Inc. |
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| 2024 PROXY STATEMENT | 3 |
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Notice of 2024 Annual Meeting
of Stockholders
To Warner Bros. Discovery Stockholders:
| You are cordially invited to attend, and notice is hereby given of, the 2024 Annual Meeting of Stockholders, or 2024 Annual Meeting, of Warner Bros. Discovery, Inc. to be held virtually at www.virtualshareholdermeeting.com/WBD2024 on Monday, June 3, 2024 at 10:00 a.m. ET. To attend the virtual meeting, you will need to log in to www.virtualshareholdermeeting.com/WBD2024 using the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. Beneficial stockholders who do not have a 16-digit control number should follow the instructions provided by your broker, bank or other nominee prior to the meeting. Electronic entry to the meeting will begin at 9:45 a.m. ET. The 2024 Annual Meeting will be held for the following purposes: | Date and time:Monday, June 3, 2024 at 10:00 AM, Eastern Time | |
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| Virtual web conference:www.virtualshareholdermeeting.com/WBD2024 | ||
| Record date:April 4, 2024 |
Items of Business:
| 1 | 2 | 3 | |
| To elect each of the eight director nominees named herein for a one-year term. · To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. · To vote on an advisory resolution to approve the 2023 compensation of our named executive officers, commonly referred to as a "Say on Pay" vote. | |||
|---|---|---|---|
| FOR each director nominee · Page 18 · FOR · Page 43 · FOR · Page 89 | |||
| 4 | 5-7 | ||
| To approve the Amended and Restated Warner Bros. Discovery, Inc. Stock Incentive Plan. · To vote on the 3 stockholder proposals described in the accompanying proxy statement, if properly presented at the meeting. | |||
| FOR | Page 90 | AGAINST | Page 102 |
The stockholders will also act on any other business that may properly come before the 2024 Annual Meeting or adjournments thereof.
The close of business on April 4, 2024 was the record date for determining the holders of shares of our Series A common stock ("common stock") entitled to notice of and to vote at the 2024 Annual Meeting and any postponement or adjournment thereof. A complete list of registered stockholders entitled to vote at the 2024 Annual Meeting will be available for inspection by stockholders during the entirety of the 2024 Annual Meeting atwww.virtualshareholdermeeting.com/WBD2024. Further information about how to attend the 2024 Annual Meeting online, vote your shares before or during the 2024 Annual Meeting and submit questions online during the 2024 Annual Meeting is included in the accompanying proxy statement.
By Order of the Board of Directors,
Tara L. Smith
Executive Vice President & Corporate Secretary
Global Head of ESG
April 19, 2024
This proxy statement, our proxy card and our Annual Report on Form 10-K for the year ended December 31, 2023 were first made available to stockholders on or about April 19, 2024.If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, INNISFREE M&A INCORPORATED, at 1 (877) 717-3922 (toll-free from the U.S. and Canada), or +1 (212) 750-5833 (from other locations).
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