Warner Bros. Discovery, Inc.
For the period ended Jun 9, 2026. Filed Apr 30, 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.
Jun 9, 2026 · Filed Apr 30, 2026
Contents
Proxy Voting Roadmap
The following proposals will be voted on at the 2026 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 13 | 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, 2026. 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 2025 Executive Compensation ("Say on Pay")Stockholders are being asked to vote to approve, on a non-binding, advisory basis, our 2025 named executive officer compensation. The Board and the Compensation Committee believe our executive compensation program reflects our commitment to paying for performance. | See page 97 | 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: Stockholder ProposalVote on a stockholder proposal submitted by the National Center for Public Policy Research. | See page 98 | The Board of Directors recommends a vote "AGAINST" this proposal. |
| 2026 PROXY STATEMENT | 7 |
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