Warner Bros. Discovery (WBD) investors OK PSKY merger but reject executive pay
Rhea-AI Filing Summary
Warner Bros. Discovery, Inc. stockholders approved the Agreement and Plan of Merger with Paramount Skydance Corporation and Prince Sub Inc., under which WBD will become a wholly owned subsidiary of PSKY after the merger closes.
At the special meeting, 1,761,474,343 shares, or about 70.3% of the 2,506,768,389 outstanding shares of Series A common stock as of March 20, 2026, were represented, satisfying quorum. Stockholders strongly backed the merger agreement but did not approve, on an advisory basis, the merger-related compensation for WBD’s named executive officers.
Positive
- Stockholders overwhelmingly approved adoption of the Agreement and Plan of Merger with Paramount Skydance Corporation, removing a major shareholder condition to WBD becoming a wholly owned subsidiary of PSKY.
Negative
- Stockholders did not approve, on an advisory basis, the merger-related compensation for WBD’s named executive officers, indicating significant shareholder dissatisfaction with the proposed executive payouts tied to the merger.
Insights
Shareholders approved WBD’s PSKY merger but rejected merger-related executive pay.
Warner Bros. Discovery stockholders voted to adopt the merger agreement with Paramount Skydance Corporation, clearing a key shareholder hurdle for the transaction under which WBD will become a wholly owned subsidiary of PSKY. This indicates broad investor support for combining the businesses.
Quorum was comfortably met, with 1,761,474,343 shares, about 70.3% of the 2,506,768,389 outstanding shares as of March 20, 2026, represented. The merger proposal passed with 1,742,843,087 votes for, versus 16,260,135 against and 2,371,121 abstentions.
In contrast, the advisory vote on merger-related compensation for named executive officers failed, with 1,444,387,748 votes against and 307,742,302 for. This signals notable shareholder concern about the proposed payouts, even though the vote is non-binding and does not itself block the merger.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
quorum regulatory
advisory (non-binding) basis regulatory
wholly owned subsidiary financial
record date financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 23, 2026, Warner Bros. Discovery, Inc. (“WBD”) held a special meeting of stockholders (the “Special Meeting”), in connection with the Agreement and Plan of Merger, dated as of February 27, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among WBD, Paramount Skydance Corporation (“PSKY”) and Prince Sub Inc. (“Merger Sub”), pursuant to which and subject to the terms and conditions therein, at the effective time of the Merger (as defined below), Merger Sub will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of PSKY (the “Merger”).
The following matters were submitted to a vote of the WBD stockholders at the Special Meeting: (1) a proposal to adopt the Merger Agreement and (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to WBD’s named executive officers that is based on or otherwise relates to the Merger. These proposals are described in more detail in the definitive proxy statement filed by WBD with the Securities and Exchange Commission on March 26, 2026. The proposal to adopt the Merger Agreement was approved by the requisite vote of the WBD stockholders.
As of 5:00 p.m. Eastern Time on March 20, 2026, the record date for the Special Meeting, there were 2,506,768,389 outstanding shares of WBD’s Series A common stock, par value $0.01 per share (“WBD Common Stock”), constituting all of the outstanding voting securities of WBD. 1,761,474,343 shares of WBD Common Stock, or approximately 70.3% of the outstanding shares of WBD Common Stock, were present virtually or represented by proxy at the Special Meeting, constituting a quorum.
Each share of WBD Common Stock is entitled to one vote. Set forth below is the number of votes cast for or against, as well as the number of abstentions, as to each such matter.
Proposal No. 1:
The holders of WBD Common Stock approved the adoption of the Merger Agreement, which provides for the Merger pursuant thereto. The table below sets forth the voting results for this proposal:
For |
Against |
Abstain | ||
| 1,742,843,087 | 16,260,135 | 2,371,121 |
Proposal No. 2:
The holders of WBD Common Stock did not approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to WBD’s named executive officers that is based on or otherwise relates to the Merger. The table below sets forth the voting results for this proposal:
For |
Against |
Abstain | ||
| 307,742,302 | 1,444,387,748 | 9,344,293 |
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.
| Date: April 23, 2026 | WARNER BROS. DISCOVERY, INC. | |||||
| By: | /s/ Tara L. Smith | |||||
| Name: | Tara L. Smith | |||||
| Title: | Executive Vice President and Corporate Secretary | |||||