Warner Bros. Discovery, Inc.
For the period ended Jun 9, 2026. Filed Apr 30, 2026.
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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 9, 2026 · Filed Apr 30, 2026
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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 |
Warner Bros. Discovery, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | 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 30, 2026Dear Fellow Stockholders,We look forward to welcoming you to our Annual Meeting on June 9, 2026, at 10:00 a.m. ET. This year’s virtual meeting may be accessed at www.virtualshareholdermeeting.com/WBD2026.Since we became Warner Bros. Discovery (WBD) in 2022, the company has been guided by a consistent set of strategic objectives. To adapt our business to a profoundly changing media and entertainment environment, we needed to: return our Studios to industry leadership, scale our Streaming business globally, and optimize and fuel the resilience of our Global Linear Networks. As a Board of Directors, our job over the last four years has been to provide sound, strategic guidance to ensure that David and our leadership team have the structure and resources necessary to deliver on those priorities, and to make decisions that maximize value for all of you as stockholders.Achieving our goals has not been easy. The headwinds facing the media industry today are significant and accelerating. Like any company in the throes of transformation, WBD’s path has included setbacks, challenges, and delays along the way. However, looking at the results, it’s clear that in 2025, WBD’s strategy – and the years of effort it took to bring that strategy to life – proved their value in meaningful ways. Warner Bros. Studios had one of the most successful years in its long history, delivering both box office and ratings hits. Streaming exceeded 130 million streaming subscribers globally, surpassing the target we established in 2022. And Global Linear Networks boasted five of the top 10 domestic ad-supported cable networks among adult audiences, while also operating as the second leading broadcaster in Europe and largest pay-TV operator in Latin America. With this strong operational, creative and financial momentum, our Board seized the opportunity to prepare WBD for its next phase of evolution. The Board’s first action was to implement a new corporate structure designed to enhance strategic flexibility and create potential opportunities to unlock additional stockholder value. This laid the foundation to enable our Board to take the bold step in June of 2025 of announcing our intention to separate WBD into two independent publicly traded companies: one comprised of our Streaming & Studios businesses and another with our Global Linear Networks business. The decision to separate our businesses further highlighted the underlying strength of WBD’s roster of assets and ultimately helped inspire an unsolicited bid to acquire the company. Our Board then initiated and led a successful strategic review culminating in a competitive bidding process that ultimately involved outreach to more than a dozen world-class companies. In the end, from the beginning of 2025 to the time of signing the agreement for Paramount Skydance to acquire WBD, our stock price increased 164%. Delivering strategic changes of this magnitude demanded tremendous dedication from our Board members. In 2025, our Board of Directors and its committees met 65 times. I am grateful to each of my fellow Board members for their commitment throughout this transformative year, and for the work they did to unlock such significant stockholder value. I also know that I speak for the full Board in conveying our gratitude to the entire WBD team for what they accomplished not just last year, but over the last four years since the company came together as Warner Bros. Discovery – you are truly world class.As always, we greatly appreciate your support.Samuel A. Di Piazza, Jr.Board Chair |
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| 2026 PROXY STATEMENT | 3 |
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Notice of 2026 Annual Meeting of Stockholders
To Warner Bros. Discovery Stockholders:
You are cordially invited to attend, and notice is hereby given of, the 2026 Annual Meeting of Stockholders, or 2026 Annual Meeting, of Warner Bros. Discovery, Inc. to be held virtually atwww.virtualshareholdermeeting.com/WBD2026 on Tuesday, June 9, 2026 at 10:00 a.m. ET.
| Date and time:Tuesday, June 9, 2026 at 10:00 a.m., Eastern Time | Virtual web conference:www.virtualshareholdermeeting.com/WBD2026 | Record date:April 10, 2026 |
| Items of Business: | Board Recommendation: | |||
| 1. | To elect each of the thirteen director nominees named herein for a one-year term | each director nominee | ||
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | auditor ratification | ||
| 3. | To vote on an advisory resolution to approve the 2025 compensation of our named executive officers, commonly referred to as a "Say on Pay" vote | Say on Pay | ||
| 4. | To vote on the stockholder proposal described in the accompanying proxy statement, if properly presented at the meeting. | AGAINST | this stockholder proposal | |
The stockholders will also act on any other business that may properly come before the 2026 Annual Meeting or adjournments thereof.
The close of business on April 10, 2026 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 2026 Annual Meeting and any postponement or adjournment thereof. A complete list of registered stockholders entitled to vote at the 2026 Annual Meeting will be available for inspection by stockholders during the entirety of the 2026 Annual Meeting atwww.virtualshareholdermeeting.com/WBD2026. Further information about how to attend the 2026 Annual Meeting online, vote your shares before or during the 2026 Annual Meeting and submit questions online during the 2026 Annual Meeting is included in the accompanying proxy statement.
By Order of the Board of Directors,
Tara L. Smith
Executive Vice President & Corporate Secretary
April 30, 2026
This proxy statement, our proxy card and our Annual Report on Form 10-K for the year ended December 31, 2025 were first made available to stockholders on or about April 30, 2026.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). To attend the virtual meeting, you will need to log in to www.virtualshareholdermeeting.com/WBD2026 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.
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