Warner Bros. Discovery holds 2023 annual meeting; say-on-pay approved with 49% opposition

Warner Bros. Discovery, Inc.

All four Class I director nominees elected: Haslett Chen, Lowe, Price, Zaslav.
PricewaterhouseCoopers ratified as auditor for FY2023 (97% for).
Say-on-pay approved: 795M for, 770M against (49% opposed); board adopts annual frequency.
Stockholder proposal for simple majority vote rejected (889M against vs 676M for).
Bylaws amended to comply with SEC universal proxy rules; advance notice window extended to 120-90 days.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Warner Bros. Discovery, Inc.: Amended Bylaws to modernize and comply with universal proxy rules, updating nomination deadlines to 120/90 days and requiring non-white proxy cards for soliciting stockholders (effective 2023-05-09).

Change: bylaw amendment
Effective: 2023-05-09

Exact text from the filing

On May 9, 2023, the Board of Directors (the “Board”) of Warner Bros. Discovery, Inc. (the “Company”) approved amendments to the Amended and Restated Bylaws (the “Bylaws”), which became effective immediately upon adoption.

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Warner Bros. Discovery, Inc. filing history →

Source: SEC EDGAR

accession 0001437107-23-000082

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