Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2024 (June 3, 2024)
Warner Bros. Discovery, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34177
Delaware
35-2333914
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)
230 Park Avenue South
New York, New York10003
(Address of principal executive offices, including zip code)
212-548-5555
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[☐] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[☐] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[☐] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[☐] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Series A Common Stock
WBD
Nasdaq Global Select Market
4.302% Senior Notes due 2030
WBDI30
Nasdaq Global Market
4.693% Senior Notes due 2033
WBDI33
Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Warner Bros. Discovery, Inc. (the “Company”) 2024 Annual Meeting of Stockholders held on June 3, 2024 (the “Annual Meeting”), the Company's stockholders approved an amendment and restatement of the Warner Bros. Discovery, Inc. Stock Incentive Plan (as amended and restated, the “Plan”), which had previously been approved by the Company's board of directors on February 27, 2024, subject to stockholder approval. The Plan increased the number of shares reserved for issuance thereunder by 125 million shares.
A summary of the material terms of the Plan is set forth as a part of Proposal 4 in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2024 and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2024, the Company held its Annual Meeting by means of remote communication. The following are the results of the voting on the proposals submitted to stockholders at the Annual Meeting.
Proposal 1. Stockholders elected each of the Company’s eight director nominees, each to serve a one-year term, as set forth below:
Name
Votes For
Votes Withheld
Broker Non-Votes
Li Haslett Chen
1,635,873,113
81,017,218
330,422,412
Richard W. Fisher
1,359,207,913
357,682,418
330,422,412
Paul A. Gould
1,275,250,427
441,639,904
330,422,412
Kenneth W. Lowe
1,386,839,329
330,051,002
330,422,412
John C. Malone
1,222,579,784
494,310,547
330,422,412
Fazal Merchant
1,636,740,337
80,149,994
330,422,412
Paula A. Price
1,646,584,755
70,305,576
330,422,412
David M. Zaslav
1,628,679,442
88,210,889
330,422,412
Proposal 2. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as set forth below:
Votes For
Votes Against
Abstentions
2,004,701,376
35,603,415
7,007,952
Proposal 3. Stockholders approved, on a non-binding, advisory basis, the 2023 compensation of the Company’s named executive officers, commonly referred to as a “Say-on-Pay” vote, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
916,077,442
793,655,790
7,157,099
330,422,412
Proposal 4. Stockholders approved the Plan, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
1,369,385,324
340,613,411
6,891,596
330,422,412
Proposal 5. Stockholders did not approve the non-binding stockholder proposal entitled "Report on Use of AI," as set forth below:
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Votes For
Votes Against
Abstentions
Broker Non-Votes
406,698,806
1,286,231,649
23,959,876
330,422,412
Proposal 6. Stockholders approved the non-binding stockholder proposal entitled "Adopt a Shareholder Right to Call a Special Shareholder Meeting," as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
887,858,366
821,198,351
7,833,614
330,422,412
Proposal 7. Stockholders did not approve the non-binding stockholder proposal entitled "Corporate Financial Sustainability," as set forth below:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.