Warner Bros Discovery Inc
For the period ended Jun 2, 2025. Filed Apr 23, 2025.
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 2, 2025 · Filed Apr 23, 2025
Contents
Proxy Voting Roadmap
The following proposals will be voted on at the 2025 Annual Meeting:
| Proposal | For moreinformation | Recommendation | ||||||||||
| Proposal One: Election of DirectorsThirteen 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 17 | The Board of Directors recommends a vote "FOR" the election of each of the nominated directors. | ||||||||||
| Director Nominees | ||||||||||||
| Samuel A. Di Piazza, Jr. | Richard W. Fisher | Paul A. Gould | Debra L. Lee | Joseph M. Levin | Anton J. Levy | Kenneth W. Lowe | Fazal F. Merchant | Anthony J. Noto | Paula A. Price | Daniel E. Sanchez | Geoffrey Y. Yang | 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, 2025. You are requested to ratify the Audit Committee’s appointment of PwC. | See page 47 | The Board of Directors recommends a vote "FOR" this proposal. | ||||||||||
| Proposal Three: Advisory Vote on 2024 Executive Compensation ("Say on Pay")Stockholders are being asked to vote to approve, on a non-binding, advisory basis, our 2024 named executive officer compensation. The Board and the Compensation Committee believe our executive compensation program reflects our commitment to paying for performance. | See page 98 | The Board of Directors recommends a vote "FOR" this proposal. | ||||||||||
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| Proxy StatementSummary | Election of Directors | CorporateGovernance | AuditMatters | ExecutiveCompensation | OtherMatters | AdditionalInformation | Appendices |
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| Proposal | For moreinformation | Recommendation |
| Proposal Four: Approve Third Restated Certificate of Incorporation of Warner Bros. Discovery, Inc.The Board has approved, and is submitting to stockholders for approval, the Third Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. to enable the stockholders to call a special meeting of stockholders, eliminate certain inoperative provisions and add certain customary provisions. | See page 99 | The Board of Directors recommends a vote "FOR" this proposal. |
| Proposal Five: Approve Amendment to 2011 Employee Stock Purchase PlanThe Board has approved, and is submitting to stockholders for approval, an amendment to the 2011 Employee Stock Purchase Plan to provide 25 million additional shares to be used for future purchases by employees. | See page 101 | The Board of Directors recommends a vote "FOR" this proposal. |
| 2025 PROXY STATEMENT | 7 |
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