8-K/AShareholder Matters

Warner Bros. Discovery, Inc. 8-K/A Report, Shareholder Vote Results (Sep 15, 2017)

Filed September 15, 2017For Securities:WBD

Summary

This 8-K filing from Warner Bros. Discovery, Inc. (WBD) is an amendment and reports on the outcome of the company's 2017 Annual Meeting of Stockholders held on May 18, 2017. The primary focus of this report is the advisory vote on the frequency of "say-on-pay" resolutions, which allows shareholders to express their opinion on executive compensation. Following the stockholder meeting, the Board of Directors considered the advisory vote. The results indicate a strong preference among stockholders for the say-on-pay vote to be held every three years. Consequently, the Board has resolved to implement this frequency for future say-on-pay votes solicited in the company's proxy materials. This decision will remain in effect until a new frequency vote is mandated. Investors should note that this filing pertains to a governance matter and does not introduce new financial performance data or material business changes.

Key Highlights

  • 1The company held its 2017 Annual Meeting of Stockholders on May 18, 2017.
  • 2A key agenda item was an advisory vote on the frequency of "say-on-pay" (executive compensation) votes.
  • 3Stockholders advised that the say-on-pay vote should occur every three years.
  • 4The Board of Directors considered the advisory vote results on September 13, 2017.
  • 5The Board has decided to adopt the three-year frequency for future say-on-pay votes.
  • 6This decision will be reflected in the company's proxy materials.
  • 7The Board's decision on frequency will remain in effect until a new vote is required.

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