Warner Bros Discovery Inc.

06/12/2026 | Press release | Distributed by Public on 06/12/2026 06:02

Proxy Results (Form 8-K)

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 9, 2026, Warner Bros. Discovery, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") by means of remote communication. The following are the results of the voting on the proposals submitted to stockholders at the Annual Meeting.

Proposal One. Stockholders elected each of the Company's thirteen director nominees, each to serve a one-year term, as set forth below:

Name

Votes For Votes Withheld Broker Non-Votes

Samuel A. Di Piazza, Jr.

1,536,842,131 28,463,257 342,897,211

Richard W. Fisher

1,073,827,553 491,477,835 342,897,211

Paul A. Gould

754,224,397 811,080,991 342,897,211

Debra L. Lee

1,067,092,275 498,213,113 342,897,211

Joseph M. Levin

1,217,910,456 347,394,932 342,897,211

Anton J. Levy

1,512,759,638 52,545,750 342,897,211

Kenneth W. Lowe

1,077,138,785 488,166,603 342,897,211

Fazal F. Merchant

1,512,330,631 52,974,757 342,897,211

Anthony J. Noto

927,428,241 637,877,147 342,897,211

Paula A. Price

1,544,535,771 20,769,617 342,897,211

Daniel E. Sanchez

1,549,182,143 16,123,245 342,897,211

Geoffrey Y. Yang

1,078,306,250 486,999,138 342,897,211

David M. Zaslav

1,511,550,945 53,754,443 342,897,211

Proposal Two. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth below:

Votes For

Votes Against

Abstentions

1,870,175,809 32,975,069 5,051,721

Proposal Three. Stockholders did not approve, on a non-binding, advisory basis, the 2025 compensation of the Company's named executive officers, commonly referred to as a "Say-on-Pay" vote, as set forth below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

244,543,743 1,313,562,677 7,198,968 342,897,211

Proposal Four. Stockholders did not approve the stockholder proposal entitled "Sustainability ROI Report", as set forth below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

39,541,649 1,507,486,654 18,277,085 342,897,211
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