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Form 8-K · Current Report · Filed 2025-06-03

Warner Bros. Discovery Stockholders Approve Key Amendments at Annual Meeting

On June 2, 2025, Warner Bros. Discovery, Inc. held its Annual Meeting of Stockholders via remote communication. Stockholders approved several significant amendments, including an increase in the number of shares available for purchase under the 2011 Employee Stock Purchase Plan by 25 million shares. Additionally, stockholders approved an amendment and restatement of the Company's certificate of incorporation and bylaws, which, among other things, allows stockholders owning 20% or more of the voting power to call a special meeting of stockholders under certain conditions. The Third Restated Certificate and Second Amended and Restated Bylaws became effective upon filing with the Secretary of State of Delaware on June 2, 2025.

Filer
Warner Bros. Discovery, Inc. WBD · NASDAQ
Filed
Accession
0001437107-25-000102
CIK
0001437107
Signal
High impactCommunication Services

Items reported

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

New CEO Appointed Executive Compensation Detail
Item 5.03

Amendments to Articles of Incorporation or Bylaws

No viable tag
Item 5.07

Submission of Matters to a Vote of Security Holders

Shareholder Rejection Director Elections Results
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$10.00

Next session

-2.1%

Since filing

+163.0%

Latest close

$26.30

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from WBD reporting the same item, with the next session's move:

Exhibits (3)

About Warner Bros. Discovery, Inc.

Warner Bros. Discovery, Inc. is a prominent global media and entertainment company known for its extensive portfolio of content and entertainment services. The company's primary function is to create and distribute varied media products, including films, television programming, and digital content. Among its notable features is ownership of Warner Bros. Pictures, a significant player in the film industry, and HBO, a well-regarded cable network known for producing acclaimed original series. Warner Bros. Discovery also operates Discovery Channel, adding to its diverse range of content catering to different audiences. The company impacts multiple sectors, including cinema, television broadcasting, and digital streaming services. Its role in the market is bolstered by an ability to reach a vast audience through a mix of traditional and innovative platforms, as well as its strategic focus on expanding its digital and streaming presence. This makes Warner Bros. Discovery a key entity in shaping the future of entertainment consumption worldwide.

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