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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 7, 2024 (June 3, 2024)
WBD_HorizontalLogo_Blue (1).jpg

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 classTrading
Symbol(s)
Name of each exchange
on which registered
Series A Common StockWBDNasdaq Global Select Market
4.302% Senior Notes due 2030WBDI30Nasdaq Global Market
4.693% Senior Notes due 2033WBDI33Nasdaq 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Warner Bros. Discovery, Inc. (the “Company”) 2024 Annual Meeting of Stockholders held on June 3, 2024 (the “Annual Meeting”), the Company's stockholders approved an amendment and restatement of the Warner Bros. Discovery, Inc. Stock Incentive Plan (as amended and restated, the “Plan”), which had previously been approved by the Company's board of directors on February 27, 2024, subject to stockholder approval. The Plan increased the number of shares reserved for issuance thereunder by 125 million shares.

A summary of the material terms of the Plan is set forth as a part of Proposal 4 in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2024 and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Item 5.07.    Submission of Matters to a Vote of Security Holders.
On June 3, 2024, the Company held its 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 1.    Stockholders elected each of the Company’s eight director nominees, each to serve a one-year term, as set forth below:
NameVotes ForVotes WithheldBroker Non-Votes
Li Haslett Chen1,635,873,11381,017,218330,422,412
Richard W. Fisher1,359,207,913357,682,418330,422,412
Paul A. Gould1,275,250,427441,639,904330,422,412
Kenneth W. Lowe1,386,839,329330,051,002330,422,412
John C. Malone1,222,579,784494,310,547330,422,412
Fazal Merchant1,636,740,33780,149,994330,422,412
Paula A. Price1,646,584,75570,305,576330,422,412
David M. Zaslav1,628,679,44288,210,889330,422,412

Proposal 2.    Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as set forth below:
Votes ForVotes AgainstAbstentions
2,004,701,37635,603,4157,007,952

Proposal 3.    Stockholders approved, on a non-binding, advisory basis, the 2023 compensation of the Company’s named executive officers, commonly referred to as a “Say-on-Pay” vote, as set forth below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
916,077,442793,655,7907,157,099330,422,412
Proposal 4.    Stockholders approved the Plan, as set forth below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
1,369,385,324340,613,4116,891,596330,422,412
Proposal 5.    Stockholders did not approve the non-binding stockholder proposal entitled "Report on Use of AI," as set forth below:
-2-


Votes ForVotes AgainstAbstentionsBroker Non-Votes
406,698,8061,286,231,64923,959,876330,422,412

Proposal 6.    Stockholders approved the non-binding stockholder proposal entitled "Adopt a Shareholder Right to Call a Special Shareholder Meeting," as set forth below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
887,858,366821,198,3517,833,614330,422,412


Proposal 7.    Stockholders did not approve the non-binding stockholder proposal entitled "Corporate Financial Sustainability," as set forth below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
29,016,2461,669,916,59717,957,488330,422,412

-3-


Item 9.01.    Financial Statements and Exhibits.
Exhibit NumberDescription
10.1
101Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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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: June 7, 2024 WARNER BROS. DISCOVERY, INC.
 By: /s/ Savalle Sims
 Name: Savalle Sims
 Title: Chief Legal Officer

-5-
v3.24.1.1.u2
Cover Page
Jun. 03, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 03, 2024
Entity Registrant Name Warner Bros. Discovery, Inc.
Entity File Number 001-34177
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 35-2333914
Entity Address, Address Line One 230 Park Avenue South
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10003
City Area Code 212
Local Phone Number 548-5555
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001437107
Amendment Flag false
Series A Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Series A Common Stock
Trading Symbol WBD
Security Exchange Name NASDAQ
4.302% Senior Notes due 2030  
Entity Information [Line Items]  
Title of 12(b) Security 4.302% Senior Notes due 2030
Trading Symbol WBDI30
Security Exchange Name NASDAQ
4.693% Senior Notes due 2033  
Entity Information [Line Items]  
Title of 12(b) Security 4.693% Senior Notes due 2033
Trading Symbol WBDI33
Security Exchange Name NASDAQ

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