Warner Bros Discovery Inc
For the period ended Jun 3, 2024. Filed Apr 19, 2024.
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.
Jun 3, 2024 · Filed Apr 19, 2024
Contents
Proxy Voting Roadmap
The following proposals will be voted on at the 2024 Annual Meeting:
| Proposal | For moreinformation | Recommendation | |||||
| Proposal One: Election of DirectorsEight director nominees will be voted on at the meeting, each to serve a one-year term. The Board and the Nominating and Corporate Governance Committee believe our nominees possess the skills, experience and qualifications to effectively monitor performance, provide oversight and support management’s execution of WBD’s strategy. | See page 18 | The Board of Directors recommends a vote "FOR" the election of each of the nominated directors. | |||||
| Director Nominees | |||||||
| Li HaslettChen | Richard W.Fisher | Paul A.Gould | Kenneth W.Lowe | John C.Malone | FazalMerchant | Paula A.Price | David M.Zaslav |
| Proposal Two: Ratification of Appointment of Independent Registered Public Accounting FirmThe Audit Committee has evaluated the performance of PricewaterhouseCoopers LLP ("PwC") and has re-appointed them as our independent registered public accounting firm for the fiscal year ending December 31, 2024. You are requested to ratify the Audit Committee’s appointment of PwC. | See page 43 | The Board of Directors recommends a vote "FOR" this proposal. | |||||
| Proposal Three: Advisory Vote on 2023 Executive Compensation ("Say on Pay")Stockholders are being asked to vote to approve, on a non-binding, advisory basis, our 2023 named executive officer compensation. The Board and the Compensation Committee believe our executive compensation program reflects our commitment to paying for performance. | See page 89 | The Board of Directors recommends a vote "FOR" this proposal. | |||||
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| Proxy StatementSummary | Proposal 1 | CorporateGovernance | AuditMatters | ExecutiveCompensation | OtherMatters | AdditionalInformation | Appendices |
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| Proposal | For moreinformation | Recommendation |
| Proposal Four: Approve Amended and Restated Warner Bros. Discovery, Inc. Stock Incentive PlanThe Board has approved, and is submitting to stockholders for approval, the Amended and Restated Warner Bros. Discovery, Inc. Stock Incentive Plan to provide 125 million additional shares to be used for future equity grants to WBD employees. | See page 90 | The Board of Directors recommends a vote "FOR" this proposal. |
| Proposal Five: Stockholder Proposal — Report on Use of AIVote on a stockholder proposal submitted by AFL-CIO Equity Index Funds and the NY City Employees' Retirement Systems | See page 102 | The Board of Directors recommends a vote "AGAINST" this proposal. |
| Proposal Six: Stockholder Proposal — Adopt a Shareholder Right to Call a Special Shareholder MeetingVote on a stockholder proposal submitted by Kenneth Steiner. | See page 106 | The Board of Directors recommends a vote "AGAINST" this proposal. |
| Proposal Seven: Stockholder Proposal — Corporate Financial SustainabilityVote on a stockholder proposal submitted by the National Center for Public Policy Research | See page 109 | The Board of Directors recommends a vote "AGAINST" this proposal. |
| 2024 PROXY STATEMENT | 7 |
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