UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2026 (March 3, 2026)
Warner Music Group Corp.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-32502 | 13-4271875 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1633 Broadway, | ||
| New York, New York | 10019 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 275-2000
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 under Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of Exchange on which Registered | ||
| Class A Common Stock | WMG | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 5.07 | Submission of Matters to a Vote of Security Holders |
On March 3, 2026, Warner Music Group Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, two proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2026 (the “2026 Proxy Statement”). The final voting results are as follows:
Proposal 1: The Company’s stockholders elected the eleven director nominees named in the Company’s 2026 Proxy Statement to serve for a one-year term ending at the 2027 Annual Meeting of Stockholders. The voting results are set forth below:
| Director Nominee | For | Against | Abstain | Broker Non-Vote | ||||
| Robert Kyncl | 7,627,270,802 | 965,187 | 40,760 | 11,989,796 | ||||
| Lincoln Benet | 7,571,179,739 | 57,056,942 | 40,068 | 11,989,796 | ||||
| Len Blavatnik | 7,608,168,507 | 20,068,141 | 40,101 | 11,989,796 | ||||
| Val Blavatnik | 7,548,552,937 | 79,683,041 | 40,771 | 11,989,796 | ||||
| Mathias Döpfner | 7,625,472,783 | 2,763,744 | 40,222 | 11,989,796 | ||||
| Nancy Dubuc | 7,627,544,841 | 692,058 | 39,850 | 11,989,796 | ||||
| Noreena Hertz | 7,598,434,707 | 29,801,745 | 40,297 | 11,989,796 | ||||
| Ynon Kreiz | 7,595,897,246 | 32,339,066 | 40,437 | 11,989,796 | ||||
| Ceci Kurzman | 7,598,540,011 | 29,696,492 | 40,246 | 11,989,796 | ||||
| Michael Lynton | 7,625,532,983 | 2,702,982 | 40,784 | 11,989,796 | ||||
| Donald A. Wagner | 7,591,676,048 | 36,560,126 | 40,575 | 11,989,796 |
Proposal 2: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | |||
| 7,626,933,102 | 13,299,930 | 33,513 | None. |
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.
| WARNER MUSIC GROUP CORP. | ||
| By: | /s/ Paul M. Robinson | |
| Paul M. Robinson | ||
| Executive Vice President and General Counsel | ||
Date: March 6, 2026