Independent
Tenure on this board
4.2 yrs
Also a director at
Proassurance Corp (PRA)
13 nominees · 4 ballot items.
Elect 13 directors; Ratify PricewaterhouseCoopers LLP as independent auditor; Advisory (non-binding) approval of 2025 named executive officer compensation (Say on Pay); Vote on a stockholder proposal from the National Center for Public Policy Research requesting a report on the NPV/ROI of the Company’s impact and sustainability investments (Board recommends AGAINST).
Elect thirteen director nominees named in the proxy for one-year terms.
Ratify the Audit Committee's appointment of PricewaterhouseCoopers LLP as Warner Bros. Discovery’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy statement.
This management proposal asks stockholders to provide a non-binding advisory approval of the Company’s disclosed 2025 named executive officer compensation. Management is seeking shareholder endorsement to validate its compensation design, which emphasizes pay-for-performance through a mix of cash and long-term equity awards (PRSUs, RSUs, options) tied to Free Cash Flow, Adjusted EBITDA, revenue and strategic goals. The Compensation Committee points to 2025 operational accomplishments — strong Studios results, Streaming subscriber growth to ~132 million, and improved Adjusted EBITDA — as evidence that pay outcomes aligned with performance. The Company also adjusted compensation governance in 2025 (e.g., revised incentive plan metrics, modified CEO employment agreement, elimination of single-trigger severance) in response to stockholder feedback and to increase alignment with long-term stockholder value. The proposal is advisory only and does not change compensation contracts or awards, but a favorable vote signals stockholder support and guides future compensation design. The Board recommends a ‘‘FOR’’ vote arguing that the program balances short- and long-term incentives, incorporates relative TSR and FCF-based PRSUs for NEOs (and additional option-based incentives for the CEO), and includes governance safeguards like clawbacks and stock ownership guidelines. The Board also considered the prior year’s negative Say-on-Pay vote in making program changes, including the June 2025 redesign of CEO compensation and the adoption of double-trigger severance. While the vote is non-binding, management notes that it will consider the outcome when making future compensation decisions and believes that the 2025 program appropriately incentivized management to deliver substantial stockholder value including a significant increase in stock price and progress on strategic initiatives.
Stockholder proposal from the National Center for Public Policy Research requesting a report by the next annual meeting on the extent to which the Company’s impact and sustainability investments (as detailed in the 2024 Impact Report) were authorized and are maintained based on Net Present Value (NPV) and Return on Investment (ROI), excluding proprietary information and prepared at reasonable cost.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.26% | 156,908,590 | $4.3B |
| 2 | STATE STREET CORP | 5.08% | 127,429,710 | $3.5B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.12% | 103,397,641 | $2.8B |
| 4 | BlackRock, Inc. | 2.99% | 75,070,636 | $2.1B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.47% | 62,038,432 | $1.7B |
| 6 | Pentwater Capital Management LPActivist | 2.00% | 50,245,000 | $1.4B |
| 7 | BlackRock, Inc. | 1.97% | 49,438,893 | $1.4B |
| 8 | MILLENNIUM MANAGEMENT LLC | 1.75% | 43,939,392 | $1.2B |
| 9 | HARRIS ASSOCIATES L P | 1.28% | 32,154,338 | $883M |
| 10 | Sessa Capital IM, L.P. | 1.27% | 31,965,805 | $878M |
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