UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Warner Bros. Discovery, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


 
Your Vote Counts! WARNER BROS. DISCOVERY, INC. 230 PARK AVENUE SOUTH NEW YORK, NY 10003 WARNER BROS. DISCOVERY, INC. 2024 Annual Meeting June 3, 2024 10:00 AM, Eastern Time Virtual Meeting Site: http://www.virtualshareholdermeeting.com/WBD2024 You invested in WARNER BROS. DISCOVERY, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V40651-P09240-Z87209 Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 20, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote in Advance of the Meeting Vote by June 2, 2024 11:59 PM ET Visit www.ProxyVote.com Vote Virtually at the Meeting* Vote on June 3, 2024 10:00 a.m., Eastern Time Visit http://www.virtualshareholdermeeting.com/WBD2024

 
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to sign up for E-delivery. Voting Items Board Recommends V40652-P09240-Z87209 THIS IS NOT A VOTABLE BALLOT This is an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com 1. ELECTION OF DIRECTORS For Nominees: 01) Li Haslett Chen 02) Richard W. Fisher 03) Paul A. Gould 04) Kenneth W. Lowe 05) John C. Malone 06) Fazal Merchant 07) Paula A. Price 08) David M. Zaslav 2. Ratification of the appointment of PricewaterhouseCoopers LLP as Warner Bros. Discovery, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2024. For 3. To vote on an advisory resolution to approve the 2023 compensation of Warner Bros. Discovery, Inc.’s named executive officers, commonly referred to as a “Say-on-Pay” vote. For 4. To approve the amended and restated Warner Bros. Discovery, Inc. Stock Incentive Plan. For 5. To vote on a stockholder proposal entitled, “Report on Use of AI”, if properly presented. Against 6. To vote on a stockholder proposal entitled, “Adopt a Shareholder Right to Call a Special Shareholder Meeting”, if properly presented. Against 7. To vote on a stockholder proposal entitled, “Corporate Financial Sustainability”, if properly presented. Against 8. By the proxy holders, in their discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof.