WBD shareholders reject say-on-pay; approve special-meeting right for 20% holders

Warner Bros. Discovery, Inc.

Say-on-pay failed with 1.06B votes against vs 724M for (non-binding advisory).
Certificate amended: holders of 20%+ voting power with 1-year holding period can call special meetings.
ESPP share pool increased by 25M shares, total now 27,568,638; approved by shareholders.
All 13 director nominees elected; Anthony J. Noto received 527M withheld votes (29.4%).
PricewaterhouseCoopers ratified as auditor for FY 2025 with 2.06B votes for.

item 5.02item 5.03item 5.07item 9.01

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