Warner Bros. Discovery (WBD) holders back board, reject 2025 executive pay

Warner Bros. Discovery (WBD) holders back board, reject 2025 executive pay

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8-K Event Classification

Key Figures

Key Terms

What did Warner Bros. Discovery (WBD) stockholders decide at the 2026 annual meeting?

Did Warner Bros. Discovery (WBD) stockholders approve the Say-on-Pay proposal?

Which auditor did Warner Bros. Discovery (WBD) stockholders ratify for 2026?

Were all Warner Bros. Discovery (WBD) director nominees elected at the 2026 meeting?

What happened to the Sustainability ROI Report proposal at Warner Bros. Discovery (WBD)?

How many broker non-votes were recorded on key Warner Bros. Discovery (WBD) proposals?

Positive

Negative

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Warner Bros. Discovery, Inc. reported the results of its 2026 annual stockholder meeting held by remote communication. Stockholders elected all thirteen director nominees, including David M. Zaslav and Samuel A. Di Piazza, Jr., each to serve a one‑year term.

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,870,175,809 votes for and 32,975,069 against. However, stockholders did not approve, on a non-binding advisory basis, the 2025 compensation of the named executive officers, with 244,543,743 votes for and 1,313,562,677 against.

Stockholders also did not approve a stockholder proposal titled “Sustainability ROI Report,” which received 39,541,649 votes for and 1,507,486,654 against.

Directors and auditor approved; executive pay vote failed by a wide margin.

Stockholders elected all thirteen directors and ratified PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2026. These outcomes indicate broad support for the board slate and the company’s external audit arrangements.

The non-binding “Say-on-Pay” proposal on 2025 named executive officer compensation was not approved, with 244,543,743 votes for and 1,313,562,677 against, plus 342,897,211 broker non-votes. This sizable opposition highlights stockholder concerns about the current compensation structure, even though the vote is advisory.

A separate stockholder proposal titled “Sustainability ROI Report” also failed, drawing 39,541,649 votes for and 1,507,486,654 against, with 342,897,211 broker non-votes. Future company disclosures may address how the board considers feedback from these advisory votes when evaluating pay practices and sustainability-related reporting.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Di Piazza votes for: 1,536,842,131 votes Zaslav votes for: 1,511,550,945 votes Auditor ratification for: 1,870,175,809 votes +5 more

8 metrics

Di Piazza votes for 1,536,842,131 votes Votes for Samuel A. Di Piazza, Jr. as director

Zaslav votes for 1,511,550,945 votes Votes for David M. Zaslav as director

Auditor ratification for 1,870,175,809 votes Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-Pay votes for 244,543,743 votes Support for 2025 executive compensation

Say-on-Pay votes against 1,313,562,677 votes Opposition to 2025 executive compensation

Sustainability proposal for 39,541,649 votes Support for Sustainability ROI Report proposal

Sustainability proposal against 1,507,486,654 votes Opposition to Sustainability ROI Report proposal

Broker non-votes 342,897,211 shares Broker non-votes on several proposals

broker non-votes, independent registered public accounting firm, Say-on-Pay, Sustainability ROI Report, +1 more

5 terms

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Say-on-Pay financial

"commonly referred to as a “Say-on-Pay” vote, as set forth below"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Sustainability ROI Report financial

"did not approve the stockholder proposal entitled “Sustainability ROI Report”"

Emerging growth company regulatory

"Emerging growth company On June 9, 2026, Warner Bros. Discovery, Inc."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/12/2026 - 08:01 AM

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): June 9, 2026

LOGO

Warner Bros. Discovery, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34177


Delaware		35-2333914
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

230 Park Avenue South

New York, New York 10003

(Address of principal executive offices, including zip code)

212-548-5555

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Series A Common Stock	WBD	Nasdaq Global Select Market
4.302% Senior Notes due 2030	WBDI30, WBDI30A	Nasdaq Global Market
4.693% Senior Notes due 2033	WBDI33, WBDI33A	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 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

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.

Source: View Original Filing on SEC EDGAR

Stockholders elected all thirteen director nominees to one-year terms and ratified PricewaterhouseCoopers LLP as independent auditor for 2026. However, they voted against the non-binding 2025 executive compensation proposal and against a stockholder proposal titled “Sustainability ROI Report.”

No, the advisory Say-on-Pay vote on 2025 executive compensation was not approved. It received 244,543,743 votes for and 1,313,562,677 against, with 7,198,968 abstentions and 342,897,211 broker non-votes recorded in the results.

Stockholders ratified PricewaterhouseCoopers LLP as Warner Bros. Discovery’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 1,870,175,809 votes for, 32,975,069 votes against, and 5,051,721 abstentions.

Yes, all thirteen director nominees were elected to serve one-year terms. Each nominee, including David M. Zaslav and Samuel A. Di Piazza, Jr., received more votes for than withheld, alongside 342,897,211 broker non-votes for each director line.

Stockholders did not approve the stockholder proposal titled “Sustainability ROI Report.” It received 39,541,649 votes for, 1,507,486,654 votes against, 18,277,085 abstentions, and 342,897,211 broker non-votes as part of the reported voting results.

Broker non-votes totaled 342,897,211 on the director elections, the Say-on-Pay proposal, and the Sustainability ROI Report proposal. These shares were counted for quorum but not as votes for or against those specific items.

4 documents

Date: June 12, 2026

WARNER BROS. DISCOVERY, INC.

/s/ Tara L. Smith

Name: Tara L. Smith

Title: Executive Vice President and Corporate Secretary