Warner Bros Discovery Inc

1. 1

   Adoption of the Netflix Merger Agreement

   ManagementBoard: AGAINST

   Vote to adopt the Amended and Restated Agreement and Plan of Merger dated January 19, 2026 between Warner Bros. and Netflix to effect the Proposed Netflix Merger.

   More detail

   The proposal seeks shareholder approval to adopt the Amended and Restated Agreement and Plan of Merger dated January 19, 2026 between Warner Bros. and Netflix, which would, subject to various conditions, effect a transaction whereby Netflix acquires Warner Bros.’ Streaming & Studios businesses following internal reorganization and a spin-off of Global Linear Networks, with Warner Bros. stockholders receiving $27.75 in cash (subject to a Net Debt Adjustment that could reduce cash to as little as $21.23) plus shares of newly-issued Global Linear Networks equity. Management (Warner Bros. Board) supports the transaction arguing it preserves value including stub equity in Global Linear Networks and contains fairness analyses from its advisors; however, Paramount opposes and recommends voting against, contending its $30 all-cash tender offer provides greater, certain value and that the Netflix deal transfers substantial valuation and debt allocation discretion to Warner Bros. management, creating significant uncertainty and downside risk for shareholders. Paramount also emphasizes regulatory risk with the Netflix transaction and criticizes Warner Bros.’ valuation and process. The board’s recommendation to approve is grounded in its assessment of strategic and financial merits and advisor analyses, while opponents point to the Net Debt Adjustment, dispersed stub equity value, and regulatory hurdles as material concerns for shareholders to weigh in voting.

2. 2

   Approval of the Old Warner Bros. Conversion

   ManagementBoard: AGAINST

   Approve conversion of Old Warner Bros. from a Delaware corporation into a Delaware limited liability company following the Holdco Merger and approve the related limited liability company agreement and conversion resolutions.

   More detail

   This proposal requests stockholder approval to convert Old Warner Bros. into a Delaware limited liability company following the Holdco Merger as part of the Warner Bros. Separation process. The conversion and approval of the LLC agreement are procedural steps facilitating the broader transaction with Netflix — specifically enabling the internal reorganization and spin-off of Global Linear Networks that are prerequisites to the Proposed Netflix Merger. Management supports this as a necessary corporate governance action to implement the separation and to enable the Netflix transaction to close. Paramount opposes the conversion because it is integrally connected to the Proposed Netflix Merger that Paramount argues is inferior to its $30 cash offer; voting against preserves stockholder flexibility to accept Paramount’s superior offer and blocks facilitation of the Netflix transaction.

3. 3

   Advisory Approval of Compensation Relating to the Netflix Merger

   ManagementBoard: AGAINST

   Non-binding advisory vote to approve compensation that may be paid to Warner Bros. named executive officers in connection with or relating to the Proposed Netflix Merger.

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation arrangements that Warner Bros. may pay to its named executive officers in connection with the Netflix Merger. Management supports approval as part of the broader governance and execution of the transaction, arguing these arrangements are typical to align executive incentives for the transaction’s completion. Paramount recommends voting against as it opposes the Netflix Merger and therefore opposes approvals intended to facilitate or endorse the transaction, viewing the compensation vote as unnecessary if shareholders reject the merger. The vote is advisory and does not bind Warner Bros.’ Board but signals shareholder sentiment on executive pay tied to the deal.

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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 Friday, March 20, 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 Wednesday, February 4, 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 10 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 3 proposals at the Warner Bros Discovery Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.