8-KLeadership ChangesRegulation FDExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Executive Changes (Apr 11, 2025)

Filed April 11, 2025For Securities:WBD

Summary

Warner Bros. Discovery, Inc. (WBD) has announced a significant change in its Board of Directors structure. Dr. John Malone, a key figure and Chair of the Nominating and Corporate Governance Committee, will not seek re-election at the upcoming 2025 Annual Meeting of Stockholders. This decision, stated to be amicable and not driven by any disagreements, marks the end of his tenure as an active board member. However, in recognition of his contributions and continued interest in the company, Dr. Malone will transition to the role of Chair Emeritus, retaining an advisory capacity by attending Board meetings without voting rights.

Key Highlights

  • 1Dr. John Malone, a significant board member and Chair of the Nominating and Corporate Governance Committee, will not stand for re-election at the 2025 Annual Meeting of Stockholders.
  • 2Dr. Malone's departure from active board membership is not due to any disputes with the Company.
  • 3Dr. Malone will be appointed as Chair Emeritus, continuing to advise the Board in an advisory capacity without voting privileges.
  • 4The Board had previously planned to increase its size to fourteen directors, with Anton Levy's appointment effective after the 2025 Annual Meeting.
  • 5In light of Dr. Malone's decision, the Board will now nominate Mr. Levy for election at the 2025 Annual Meeting with a term expiring at the 2026 Annual Meeting, maintaining the Board size at thirteen directors post-meeting.
  • 6The company issued a press release on April 11, 2025, to announce Dr. Malone's decision.

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