Warner Bros Discovery Inc

1. 1

   Adopt the Agreement and Plan of Merger (Merger Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger among WBD, PSKY and Merger Sub to effect a merger in which Merger Sub will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of PSKY; each outstanding share of WBD Common Stock will be converted into the right to receive $31.00 in cash, plus potential ticking consideration if the Closing occurs after September 30, 2026.

   More detail

   The Merger Proposal asks WBD stockholders to adopt the Agreement and Plan of Merger dated February 27, 2026 among WBD, Paramount Skydance Corporation (PSKY) and Prince Sub Inc. (Merger Sub), by which Merger Sub will merge with and into WBD and WBD will become a wholly-owned subsidiary of PSKY. At closing each outstanding share of WBD Series A common stock will be converted into the right to receive $31.00 in cash per share, without interest, plus a modest ticking consideration (an amount per day if the closing occurs after September 30, 2026 up to specified caps). Management negotiated conditions and extensive regulatory and financing commitments including a $46.72 billion equity commitment principally from the Ellison Trust (guaranteed by the Ellison Parties) and debt commitments; the Merger Agreement contains customary closing conditions, significant termination fees (a $3 billion Company Termination Fee and a $7 billion Regulatory Termination Fee payable by PSKY in certain regulator-driven failures to close) and robust remedies, including specific enforcement rights and an Ellison Guarantee backing the equity financing. The WBD Board engaged Allen & Company and J.P. Morgan, each of which rendered fairness opinions, and concluded after extensive competitive and time-sensitive negotiations and an auction-like process that the $31.00 cash consideration (plus ticking consideration) provides certainty of value and was the best available outcome. The transaction terminates WBD’s previously contemplated separation and earlier Netflix deal; it is an all-cash buyout that will result in delisting and deregistration of WBD stock if approved. Substantive risks include regulatory approval (antitrust and foreign), the large leverage in the combined company, execution risk during the interim period prior to closing, potential litigation and conflicts of interest (director and management benefits and golden parachute-related payments). The Board recommends a vote FOR adoption, concluding the benefits and enhanced closing certainty outweigh the risks.

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When is the Warner Bros Discovery Inc 2026 special meeting?

Warner Bros Discovery Inc (WBD) holds its 2026 special shareholder meeting on Thursday, April 23, 2026.

What is the record date for the Warner Bros Discovery Inc 2026 meeting?

The record date for the Warner Bros Discovery Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Warner Bros Discovery Inc's 2026 meeting?

The board is presenting 12 director nominees at the Warner Bros Discovery Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Warner Bros Discovery Inc 2026 meeting?

Shareholders will vote on 1 proposal at the Warner Bros Discovery Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.