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WARNER BROS. DISCOVERY INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and WARNER BROS. DISCOVERY INC.’s Form 8-K, filed June 7, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 14Reported items
  • 1,227Asset managers
  • 11,157Fund votes
  • June 3, 2024Meeting date

Results at a glance

Meeting of June 3, 2024: 14 items on WARNER BROS. DISCOVERY INC.’s Form 8-K, filed June 7, 2024: 8 elected · 4 approved · 2 not approved.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore WARNER BROS. DISCOVERY INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by WARNER BROS. DISCOVERY INC.

These tallies are WARNER BROS. DISCOVERY INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 7, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

WARNER BROS. DISCOVERY INC. — official shareholder meeting results, meeting held June 3, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Li Haslett Chen 1,635,873,113---- 81,017,218330,422,412 95%Elected—
Elect Director: Richard W. Fisher 1,359,207,913---- 357,682,418330,422,412 79%Elected—
Elect Director: Paul A. Gould 1,275,250,427---- 441,639,904330,422,412 74%Elected—
Elect Director: Kenneth W. Lowe 1,386,839,329---- 330,051,002330,422,412 81%Elected—
Elect Director: John C. Malone 1,222,579,784---- 494,310,547330,422,412 71%Elected—
Elect Director: Fazal Merchant 1,636,740,337---- 80,149,994330,422,412 95%Elected—
Elect Director: Paula A. Price 1,646,584,755---- 70,305,576330,422,412 96%Elected—
Elect Director: David M. Zaslav 1,628,679,442---- 88,210,889330,422,412 95%Elected—
2. 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 2,004,701,37635,603,4157,007,952 ---- 98%Approved—
3. 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 916,077,442793,655,7907,157,099 --330,422,412 53.6%Approved—
4. The Plan, as set forth below 1,369,385,324340,613,4116,891,596 --330,422,412 80%Approved—
5. The non-binding stockholder proposal entitled "Report on Use of AI," as set forth below: -2 406,698,8061,286,231,64923,959,876 --330,422,412 24%Not approved—
6. The non-binding stockholder proposal entitled "Adopt a Shareholder Right to Call a Special Shareholder Meeting," as set forth below 887,858,366821,198,3517,833,614 --330,422,412 52.0%Approved—
7. The non-binding stockholder proposal entitled "Corporate Financial Sustainability," as set forth below 29,016,2461,669,916,59717,957,488 --330,422,412 2%Not approved—

Source: WARNER BROS. DISCOVERY INC., Form 8-K, filed with the SEC on June 7, 2024 — read the filing on EDGAR.

How asset managers voted at the WARNER BROS. DISCOVERY INC. 2023-2024 meeting

Each item below shows how the 1,227 asset managers that disclosed a WARNER BROS. DISCOVERY INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of WARNER BROS. DISCOVERY INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: David M. Zaslav

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 1,628,679,442WITHHELD: 88,210,889
Details: description as filed, official tally, votes by 133 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: David M. Zaslav

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: David M. Zaslav”): 1,628,679,442 for, 88,210,889 withheld, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the Company's eight director nominees, each to serve a one-year term, as set forth below:”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 133 asset managers below reported 631,894,779 for, 23,585,898 withheld, 181,800 abstained.

FOR
FOR: 631,894,779ABSTAIN: 181,800WITHHOLD: 23,585,898
Largest asset managers voting on “ELECTION OF DIRECTORS: David M. Zaslav” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity49,890,1120 013,388,099Mixed
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street58,516,8380 05,752For
BlackRock42,274,4110 06,330For
Invesco30,921,2450 00For
Charles Schwab14,138,2180 00For
John Hancock11,036,6600 00For
LONGLEAF PARTNERS FUNDS TRUST00 07,696,981Withhold
JPMorgan7,440,0800 00For
TIAA6,954,7440 00For
Dimensional6,738,2450 00For
AMG FUNDS6,300,0000 00For
Columbia Threadneedle6,218,6840 00For
Brighthouse5,807,0080 0151,021For
Smead Funds Trust5,813,9470 00For
Thrivent4,976,5560 00For
First Trust4,703,1630 00For
Bridge Builder Trust4,460,5370 00For
Transamerica3,666,4080 00For
Capco Asset Management, LLC3,442,6990 00For
Equitable3,157,1770 00For
Prudential/PGIM686,2010 02,325,461Mixed
ProShares2,941,2920 00For
MASTER INVESTMENT PORTFOLIO2,843,0950 00For

Showing the 25 largest of 133 asset managers. See all 133 in the interactive database.

2. Elect Director: Fazal Merchant

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 1,636,740,337WITHHELD: 80,149,994
Details: description as filed, official tally, votes by 133 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Fazal Merchant

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Fazal Merchant”): 1,636,740,337 for, 80,149,994 withheld, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the Company's eight director nominees, each to serve a one-year term, as set forth below:”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 133 asset managers below reported 641,755,500 for, 13,668,490 withheld, 238,487 abstained.

FOR
FOR: 641,755,500ABSTAIN: 238,487WITHHOLD: 13,668,490
Largest asset managers voting on “ELECTION OF DIRECTORS: Fazal Merchant” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity49,890,1120 013,388,099Mixed
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street58,505,2060 017,384For
BlackRock42,255,7120 025,029For
Invesco30,921,2450 00For
Charles Schwab14,138,2180 00For
John Hancock11,036,6600 00For
LONGLEAF PARTNERS FUNDS TRUST7,696,9810 00For
JPMorgan7,440,0800 00For
TIAA6,954,7440 00For
Dimensional6,738,2450 00For
AMG FUNDS6,300,0000 00For
Columbia Threadneedle6,218,6840 00For
Brighthouse5,807,0080 0151,021For
Smead Funds Trust5,813,9470 00For
Thrivent4,976,5560 00For
First Trust4,703,1630 00For
Bridge Builder Trust4,403,8500 56,6870For
Transamerica3,666,4080 00For
Capco Asset Management, LLC3,442,6990 00For
Equitable3,157,1770 00For
Prudential/PGIM3,011,6620 00For
ProShares2,941,2920 00For
MASTER INVESTMENT PORTFOLIO2,843,0950 00For

Showing the 25 largest of 133 asset managers. See all 133 in the interactive database.

3. Elect Director: John C. Malone

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

71% Majority: yes · of votes cast

FOR 71%WITHHELD
FOR: 1,222,579,784WITHHELD: 494,310,547
Details: description as filed, official tally, votes by 133 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: John C. Malone

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: John C. Malone”): 1,222,579,784 for, 494,310,547 withheld, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the Company's eight director nominees, each to serve a one-year term, as set forth below:”
Support: 71% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 133 asset managers below reported 459,184,385 for, 189,437,924 withheld, 7,040,168 abstained.

FORWITHHOLD
FOR: 459,184,385ABSTAIN: 7,040,168WITHHOLD: 189,437,924
Largest asset managers voting on “ELECTION OF DIRECTORS: John C. Malone” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity48,657,1870 014,621,024Mixed
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street63,1800 058,459,410Withhold
BlackRock9,3840 042,271,357Withhold
Invesco00 030,921,245Withhold
Charles Schwab00 014,138,218Withhold
John Hancock11,036,6600 00For
LONGLEAF PARTNERS FUNDS TRUST7,696,9810 00For
JPMorgan7,440,0800 00For
TIAA6,954,7440 00For
Dimensional6,738,2450 00For
AMG FUNDS00 6,300,0000Abstain
Columbia Threadneedle00 06,218,684Withhold
Brighthouse1,665,1590 04,292,870Mixed
Smead Funds Trust5,813,9470 00For
Thrivent4,976,5560 00For
First Trust4,703,1630 00For
Bridge Builder Trust4,232,8110 227,7260Mixed
Transamerica3,616,4290 049,979For
Capco Asset Management, LLC3,442,6990 00For
Equitable2,183,0490 0974,128Mixed
Prudential/PGIM686,2010 02,325,461Mixed
ProShares2,941,2920 00For
MASTER INVESTMENT PORTFOLIO00 02,843,095Withhold

Showing the 25 largest of 133 asset managers. See all 133 in the interactive database.

4. Elect Director: Kenneth W. Lowe

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%WITHHELD
FOR: 1,386,839,329WITHHELD: 330,051,002
Details: description as filed, official tally, votes by 133 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Kenneth W. Lowe

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Kenneth W. Lowe”): 1,386,839,329 for, 330,051,002 withheld, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the Company's eight director nominees, each to serve a one-year term, as set forth below:”
Support: 81% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 133 asset managers below reported 560,865,011 for, 2,318 against, 67,640,556 withheld, 27,154,592 abstained.

FOR
FOR: 560,865,011AGAINST: 2,318ABSTAIN: 27,154,592WITHHOLD: 67,640,556
Largest asset managers voting on “ELECTION OF DIRECTORS: Kenneth W. Lowe” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity49,678,8420 013,599,369Mixed
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street58,465,7730 056,817For
BlackRock42,240,3470 040,394For
Invesco30,921,2450 00For
Charles Schwab14,138,2180 00For
John Hancock00 11,036,6600Abstain
LONGLEAF PARTNERS FUNDS TRUST7,696,9810 00For
JPMorgan00 7,440,0800Abstain
TIAA00 06,954,744Withhold
Dimensional00 06,738,245Withhold
AMG FUNDS00 6,300,0000Abstain
Columbia Threadneedle6,218,6840 00For
Brighthouse5,226,6370 0731,392Mixed
Smead Funds Trust5,813,9470 00For
Thrivent00 04,976,556Withhold
First Trust00 04,703,163Withhold
Bridge Builder Trust4,403,8500 56,6870For
Transamerica43,1660 03,623,242Withhold
Capco Asset Management, LLC3,442,6990 00For
Equitable2,215,3230 0941,854Mixed
Prudential/PGIM3,011,6620 00For
ProShares00 02,941,292Withhold
MASTER INVESTMENT PORTFOLIO2,843,0950 00For

Showing the 25 largest of 133 asset managers. See all 133 in the interactive database.

5. Elect Director: Li Haslett Chen

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 1,635,873,113WITHHELD: 81,017,218
Details: description as filed, official tally, votes by 133 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Li Haslett Chen

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Li Haslett Chen”): 1,635,873,113 for, 81,017,218 withheld, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the Company's eight director nominees, each to serve a one-year term, as set forth below:”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 133 asset managers below reported 641,598,466 for, 142,945 against, 13,682,579 withheld, 238,487 abstained.

FOR
FOR: 641,598,466AGAINST: 142,945ABSTAIN: 238,487WITHHOLD: 13,682,579
Largest asset managers voting on “ELECTION OF DIRECTORS: Li Haslett Chen” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity49,890,1120 013,388,099Mixed
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street58,505,2060 017,384For
BlackRock42,255,7120 025,029For
Invesco30,921,2450 00For
Charles Schwab14,138,2180 00For
John Hancock11,036,6600 00For
LONGLEAF PARTNERS FUNDS TRUST7,696,9810 00For
JPMorgan7,440,0800 00For
TIAA6,954,7440 00For
Dimensional6,738,2450 00For
AMG FUNDS6,300,0000 00For
Columbia Threadneedle6,218,6840 00For
Brighthouse5,807,0080 0151,021For
Smead Funds Trust5,813,9470 00For
Thrivent4,976,5560 00For
First Trust4,703,1630 00For
Bridge Builder Trust4,403,8500 56,6870For
Transamerica3,659,5950 06,813For
Capco Asset Management, LLC3,442,6990 00For
Equitable3,157,1770 00For
Prudential/PGIM3,011,6620 00For
ProShares2,941,2920 00For
MASTER INVESTMENT PORTFOLIO2,843,0950 00For

Showing the 25 largest of 133 asset managers. See all 133 in the interactive database.

6. Elect Director: Paul A. Gould

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

74% Majority: yes · of votes cast

FOR 74%WITHHELD
FOR: 1,275,250,427WITHHELD: 441,639,904
Details: description as filed, official tally, votes by 133 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Paul A. Gould

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Paul A. Gould”): 1,275,250,427 for, 441,639,904 withheld, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the Company's eight director nominees, each to serve a one-year term, as set forth below:”
Support: 74% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 133 asset managers below reported 503,275,035 for, 2,318 against, 125,230,532 withheld, 27,154,592 abstained.

FORWITHHOLD
FOR: 503,275,035AGAINST: 2,318ABSTAIN: 27,154,592WITHHOLD: 125,230,532
Largest asset managers voting on “ELECTION OF DIRECTORS: Paul A. Gould” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity49,678,8420 013,599,369Mixed
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street58,465,7730 056,817For
BlackRock42,240,3470 040,394For
Invesco00 030,921,245Withhold
Charles Schwab00 014,138,218Withhold
John Hancock00 11,036,6600Abstain
LONGLEAF PARTNERS FUNDS TRUST7,696,9810 00For
JPMorgan00 7,440,0800Abstain
TIAA00 06,954,744Withhold
Dimensional00 06,738,245Withhold
AMG FUNDS00 6,300,0000Abstain
Columbia Threadneedle00 06,218,684Withhold
Brighthouse1,050,2080 04,907,821Mixed
Smead Funds Trust5,813,9470 00For
Thrivent00 04,976,556Withhold
First Trust00 04,703,163Withhold
Bridge Builder Trust4,403,8500 56,6870For
Transamerica43,1660 03,623,242Withhold
Capco Asset Management, LLC3,442,6990 00For
Equitable900,4870 02,256,690Mixed
Prudential/PGIM3,011,6620 00For
ProShares00 02,941,292Withhold
MASTER INVESTMENT PORTFOLIO2,843,0950 00For

Showing the 25 largest of 133 asset managers. See all 133 in the interactive database.

7. Elect Director: Paula A. Price

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 1,646,584,755WITHHELD: 70,305,576
Details: description as filed, official tally, votes by 133 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Paula A. Price

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Paula A. Price”): 1,646,584,755 for, 70,305,576 withheld, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the Company's eight director nominees, each to serve a one-year term, as set forth below:”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 133 asset managers below reported 641,844,304 for, 13,606,331 withheld, 211,842 abstained.

FOR
FOR: 641,844,304ABSTAIN: 211,842WITHHOLD: 13,606,331
Largest asset managers voting on “ELECTION OF DIRECTORS: Paula A. Price” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity49,890,1120 013,388,099Mixed
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street58,516,8380 05,752For
BlackRock42,274,4110 06,330For
Invesco30,921,2450 00For
Charles Schwab14,138,2180 00For
John Hancock11,036,6600 00For
LONGLEAF PARTNERS FUNDS TRUST7,696,9810 00For
JPMorgan7,440,0800 00For
TIAA6,954,7440 00For
Dimensional6,738,2450 00For
AMG FUNDS6,300,0000 00For
Columbia Threadneedle6,218,6840 00For
Brighthouse5,807,0080 0151,021For
Smead Funds Trust5,813,9470 00For
Thrivent4,976,5560 00For
First Trust4,703,1630 00For
Bridge Builder Trust4,460,5370 00For
Transamerica3,666,4080 00For
Capco Asset Management, LLC3,442,6990 00For
Equitable3,157,1770 00For
Prudential/PGIM3,011,6620 00For
ProShares2,941,2920 00For
MASTER INVESTMENT PORTFOLIO2,843,0950 00For

Showing the 25 largest of 133 asset managers. See all 133 in the interactive database.

8. Elect Director: Richard W. Fisher

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

79% Majority: yes · of votes cast

FOR 79%WITHHELD
FOR: 1,359,207,913WITHHELD: 357,682,418
Details: description as filed, official tally, votes by 133 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Richard W. Fisher

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Richard W. Fisher”): 1,359,207,913 for, 357,682,418 withheld, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the Company's eight director nominees, each to serve a one-year term, as set forth below:”
Support: 79% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 133 asset managers below reported 546,726,793 for, 2,318 against, 81,778,774 withheld, 27,154,592 abstained.

FOR
FOR: 546,726,793AGAINST: 2,318ABSTAIN: 27,154,592WITHHOLD: 81,778,774
Largest asset managers voting on “ELECTION OF DIRECTORS: Richard W. Fisher” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity49,678,8420 013,599,369Mixed
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street58,465,7730 056,817For
BlackRock42,240,3470 040,394For
Invesco30,921,2450 00For
Charles Schwab00 014,138,218Withhold
John Hancock00 11,036,6600Abstain
LONGLEAF PARTNERS FUNDS TRUST7,696,9810 00For
JPMorgan00 7,440,0800Abstain
TIAA00 06,954,744Withhold
Dimensional00 06,738,245Withhold
AMG FUNDS00 6,300,0000Abstain
Columbia Threadneedle6,218,6840 00For
Brighthouse5,226,6370 0731,392Mixed
Smead Funds Trust5,813,9470 00For
Thrivent00 04,976,556Withhold
First Trust00 04,703,163Withhold
Bridge Builder Trust4,403,8500 56,6870For
Transamerica43,1660 03,623,242Withhold
Capco Asset Management, LLC3,442,6990 00For
Equitable2,215,3230 0941,854Mixed
Prudential/PGIM3,011,6620 00For
ProShares00 02,941,292Withhold
MASTER INVESTMENT PORTFOLIO2,843,0950 00For

Showing the 25 largest of 133 asset managers. See all 133 in the interactive database.

9. To approve the amended and restated Warner Bros. Discovery, Inc. Stock Incentive Plan.

Combines 5 wordings of this item as funds reported it.

88% of fund votes cast · no official result

FOR
Details: votes by 151 asset managers

The 151 asset managers below reported 585,630,723 for, 76,636,243 against, 157,429 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 585,630,723AGAINST: 76,636,243ABSTAIN: 157,429
Largest asset managers voting on “To approve the amended and restated Warner Bros. Discovery, Inc. Stock Incentive Plan.” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity49,678,84213,599,369 00Mixed
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street58,465,77356,817 00For
BlackRock42,253,05427,687 00For
Invesco30,921,2450 00For
Charles Schwab14,138,2180 00For
John Hancock10,613,365423,295 00For
LONGLEAF PARTNERS FUNDS TRUST7,696,9810 00For
JPMorgan7,440,0800 00For
TIAA6,954,7440 00For
Dimensional06,738,245 00Against
AMG FUNDS6,300,0000 00For
Columbia Threadneedle06,218,684 00Against
Brighthouse4,141,8491,630,579 151,0210Mixed
Smead Funds Trust5,813,9470 00For
Thrivent04,976,556 00Against
First Trust04,703,163 00Against
Bridge Builder Trust171,0394,289,498 00Against
Transamerica272,8953,393,513 00Mixed
ALPS Series Trust3,232,4000 00For
Equitable3,107,42149,756 00For
Prudential/PGIM3,011,6620 00For
ProShares02,941,292 00Against
MASTER INVESTMENT PORTFOLIO2,843,0950 00For

Showing the 25 largest of 151 asset managers. See all 151 in the interactive database.

10. 3. On a non-binding, advisory basis, the 2023 compensation of the Company's named executive officers, commonly referred…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 84 wordings of this item as funds reported it.

53.6% Approved · of votes cast

FOR 53.6%AGAINST
FOR: 916,077,442AGAINST: 793,655,790
Details: description as filed, official tally, votes by 1,224 asset managers

Description as filed by funds: To vote on an advisory resolution to approve the 2023 compensation of Warner Bros. Discovery, Inc.'s named executive officers, commonly referred to as a"Say-on-Pay" vote

WARNER BROS. DISCOVERY INC.’s own tally for this item (“3. 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”): 916,077,442 for, 793,655,790 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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:”
Support: 53.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of WARNER BROS. DISCOVERY INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Compensation” (2 managers, 1,791 for).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 132 asset managers voting on “To vote on an advisory resolution to approve the 2023 compensation of Warner Bros. Discovery, Inc.'s named exe” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity1,232,92562,045,286 00Against
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street28,48158,494,109 00Against
BlackRock42,240,34740,394 00For
Invesco030,921,245 00Against
Charles Schwab014,138,218 00Against
John Hancock011,036,660 00Against
Artisan09,215,144 00Against
LONGLEAF PARTNERS FUNDS TRUST07,696,981 00Against
JPMorgan07,440,080 00Against
TIAA06,954,744 00Against
Dimensional06,738,245 00Against
AMG FUNDS06,300,000 00Against
Columbia Threadneedle06,218,684 00Against
Brighthouse05,807,008 151,0210Against
Smead Funds Trust5,813,9470 00For
Thrivent04,976,556 00Against
First Trust04,703,163 00Against
Bridge Builder Trust171,0394,289,498 00Against
Transamerica03,666,408 00Against
ALPS Series Trust2,595,000637,400 00Mixed
Equitable900,4872,256,690 00Mixed
Prudential/PGIM686,2012,325,461 00Mixed
ProShares02,941,292 00Against

Fund voting reports, all 132 managers: 375,887,079 for, 287,728,921 against, 168,187 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1,115 asset managers voting on “To vote on an advisory resolution to approve the 2023 compensation of Warner Bros. Discovery, Inc.'s named exe” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
State Street64,44794,694,640 00Against
HARRIS ASSOCIATES L P93,001,8310 00For
BlackRock63,030,0481,556,742 00For
GEODE CAPITAL MANAGEMENT, LLC053,072,330 00Against
Invesco032,202,309 00Against
John Hancock024,490,443 00Against
EdgePoint Investment Group Inc.20,620,3350 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC19,416,8147,900 00For
Northern Trust41,42117,534,615 2170Against
Sessa Capital IM, L.P.17,200,0000 00For
Fidelity016,828,010 00Against
Contrarius Investment Management Ltd16,807,0980 00For
Charles Schwab014,233,942 00Against
JPMorgan011,944,384 00Against
Vanguard9,717,3120 00For
Legal & General Investment Management Ltd09,519,294 00Against
Nuveen09,511,022 00Against
MELLON INVESTMENTS Corp07,758,100 00Against
BANK OF AMERICA NA06,367,924 00Against
THOMPSON SIEGEL & WALMSLEY LLC06,066,078 00Against
Empower05,865,797 00Against
T. Rowe Price05,810,296 00Against
Amundi05,459,388 00Against
Thrivent05,110,457 00Against
UBS04,451,691 00Against

Institutional-manager reports, all 1,115 managers: 269,445,577 for, 463,839,619 against, 879 withheld, 3,104,686 abstained, 84,597 not voted, 864 unknown. Showing the 25 largest; see all in the interactive database.

11. 2. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 10 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 2,004,701,376AGAINST: 35,603,415
Details: description as filed, official tally, votes by 144 asset managers

Description as filed by funds: Ratification of the appointment of PricewaterhouseCoopers LLP as Warner Bros. Discovery, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2024.

WARNER BROS. DISCOVERY INC.’s own tally for this item (“2. 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”): 2,004,701,376 for, 35,603,415 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 144 asset managers below reported 658,603,376 for, 366,298 against, 168,187 abstained.

FOR
FOR: 658,603,376AGAINST: 366,298ABSTAIN: 168,187
Largest asset managers voting on “Ratification of the appointment of PricewaterhouseCoopers LLP as Warner Bros. Discovery, Inc.'s independent re” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard248,052,4190 00For
Fidelity63,278,2110 00For
HARRIS ASSOCIATES INVESTMENT TRUST59,118,2000 00For
State Street58,517,8564,734 00For
BlackRock42,280,7410 00For
Invesco30,921,2450 00For
Charles Schwab14,138,2180 00For
John Hancock11,036,6600 00For
LONGLEAF PARTNERS FUNDS TRUST7,696,9810 00For
JPMorgan7,440,0800 00For
TIAA6,954,7440 00For
Dimensional6,738,2450 00For
AMG FUNDS6,300,0000 00For
Columbia Threadneedle6,218,6840 00For
Brighthouse5,807,0080 151,0210For
Smead Funds Trust5,813,9470 00For
Thrivent4,976,5560 00For
First Trust4,703,1630 00For
Bridge Builder Trust4,460,5370 00For
Transamerica3,666,4080 00For
Capco Asset Management, LLC3,442,6990 00For
ALPS Series Trust3,232,4000 00For
Equitable3,157,1770 00For
Prudential/PGIM3,011,6620 00For
ProShares2,941,2920 00For

Showing the 25 largest of 144 asset managers. See all 144 in the interactive database.

12. 6. The non-binding stockholder proposal entitled "Adopt a Shareholder Right to Call a Special Shareholder Meeting," as…

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Approved

Combines 10 wordings of this item as funds reported it.

52.0% Approved · of votes cast

FOR 52.0%AGAINST
FOR: 887,858,366AGAINST: 821,198,351
Details: description as filed, official tally, votes by 144 asset managers

Description as filed by funds: To vote on a stockholder proposal entitled, "Adopt a Shareholder Right to Call a Special Shareholder Meeting", if properly presented.

WARNER BROS. DISCOVERY INC.’s own tally for this item (“6. The non-binding stockholder proposal entitled "Adopt a Shareholder Right to Call a Special Shareholder Meeting," as set forth below”): 887,858,366 for, 821,198,351 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved the non-binding stockholder proposal entitled "Adopt a Shareholder Right to Call a Special Shareholder Meeting," as set forth below:”
Support: 52.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 144 asset managers below reported 467,313,856 for, 191,560,409 against, 263,055 abstained, 532 unknown.

FORAGAINST
FOR: 467,313,856AGAINST: 191,560,409ABSTAIN: 263,055UNKNOWN: 532
Largest asset managers voting on “To vote on a stockholder proposal entitled, "Adopt a Shareholder Right to Call a Special Shareholder Meeting",” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard237,394,69210,657,727 00For
Fidelity48,657,18714,621,024 00Mixed
HARRIS ASSOCIATES INVESTMENT TRUST059,118,200 00Against
State Street58,494,10928,481 00For
BlackRock60,57442,220,167 00Against
Invesco30,921,2450 00For
Charles Schwab014,138,218 00Against
John Hancock10,613,365423,295 00For
LONGLEAF PARTNERS FUNDS TRUST7,696,9810 00For
JPMorgan07,440,080 00Against
TIAA6,954,7440 00For
Dimensional06,738,245 00Against
AMG FUNDS6,300,0000 00For
Columbia Threadneedle6,218,6840 00For
Brighthouse4,756,8001,050,208 151,0210Mixed
Smead Funds Trust05,813,947 00Against
Thrivent4,976,5560 00For
First Trust4,703,1630 00For
Bridge Builder Trust56,6874,403,850 00Against
Transamerica3,436,679229,729 00Mixed
Capco Asset Management, LLC03,442,699 00Against
ALPS Series Trust637,4002,595,000 00Mixed
Equitable1,329,8851,827,292 00Mixed
Prudential/PGIM2,325,461686,201 00Mixed
ProShares2,941,2920 00For

Showing the 25 largest of 144 asset managers. See all 144 in the interactive database.

13. 7. The non-binding stockholder proposal entitled "Corporate Financial Sustainability," as set forth below

Official resultCORPORATE GOVERNANCEReported outcome: Not approved

Combines 8 wordings of this item as funds reported it.

2% Not approved · of votes cast

AGAINST
FOR: 29,016,246AGAINST: 1,669,916,597
Details: description as filed, official tally, votes by 135 asset managers

Description as filed by funds: To vote on a stockholder proposal entitled, "Corporate Financial Sustainability", if properly presented.

WARNER BROS. DISCOVERY INC.’s own tally for this item (“7. The non-binding stockholder proposal entitled "Corporate Financial Sustainability," as set forth below”): 29,016,246 for, 1,669,916,597 against — failed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Stockholders did not approve the non-binding stockholder proposal entitled "Corporate Financial Sustainability," as set forth below:”
Support: 2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of WARNER BROS. DISCOVERY INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Establish a Board Committee on Corporate Financial Sustainability” (10 managers, 330 for, 45,782,971 against, 17,166 abstained).

The 135 asset managers below reported 598,044 for, 611,442,692 against, 1,295,981 abstained, 532 unknown.

AGAINST
FOR: 598,044AGAINST: 611,442,692ABSTAIN: 1,295,981UNKNOWN: 532
Largest asset managers voting on “To vote on a stockholder proposal entitled, "Corporate Financial Sustainability", if properly presented.” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard0248,052,419 00Against
Fidelity063,278,211 00Against
HARRIS ASSOCIATES INVESTMENT TRUST059,118,200 00Against
State Street058,522,590 00Against
Invesco030,921,245 00Against
Charles Schwab014,138,218 00Against
John Hancock011,036,660 00Against
LONGLEAF PARTNERS FUNDS TRUST07,696,981 00Against
JPMorgan07,440,080 00Against
TIAA06,954,744 00Against
Dimensional06,738,245 00Against
AMG FUNDS06,300,000 00Against
Columbia Threadneedle06,218,684 00Against
Brighthouse05,734,754 188,6950Against
Smead Funds Trust05,813,947 00Against
Thrivent04,976,556 00Against
First Trust04,703,163 00Against
Bridge Builder Trust04,460,537 00Against
Transamerica03,666,408 00Against
Capco Asset Management, LLC03,442,699 00Against
ALPS Series Trust03,232,400 00Against
Equitable03,157,177 00Against
Prudential/PGIM03,011,662 00Against
ProShares02,941,292 00Against
Gabelli02,777,700 00Against

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

14. 5. The non-binding stockholder proposal entitled "Report on Use of AI," as set forth below: -2

Official resultOTHER SOCIAL ISSUESReported outcome: Not approved

Combines 8 wordings of this item as funds reported it.

24% Not approved · of votes cast

FOR 24%AGAINST
FOR: 406,698,806AGAINST: 1,286,231,649
Details: description as filed, official tally, votes by 133 asset managers

Description as filed by funds: To vote on a stockholder proposal entitled, "Report on Use of Al", if properly presented.

WARNER BROS. DISCOVERY INC.’s own tally for this item (“5. The non-binding stockholder proposal entitled "Report on Use of AI," as set forth below: -2”): 406,698,806 for, 1,286,231,649 against — failed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Stockholders did not approve the non-binding stockholder proposal entitled "Report on Use of AI," as set forth below: -2-”
Support: 24% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of WARNER BROS. DISCOVERY INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Report on Use of Artificial Intelligence” (9 managers, 461,637 for, 45,130,188 against, 17,166 abstained); “TO VOTE ON A STOCKHOLDER PROPOSAL ENTITLED, REPORT ON USE OF AI", IF PROPERLY PRESENTED. "” (2 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 133 asset managers below reported 115,488,945 for, 493,910,946 against, 4,120,181 abstained.

FORAGAINST
FOR: 115,488,945AGAINST: 493,910,946ABSTAIN: 4,120,181
Largest asset managers voting on “To vote on a stockholder proposal entitled, "Report on Use of Al", if properly presented.” at WARNER BROS. DISCOVERY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard0248,052,419 00Against
Fidelity61,834,0161,444,195 00For
HARRIS ASSOCIATES INVESTMENT TRUST059,118,200 00Against
State Street54,06958,468,521 00Against
Invesco030,921,245 00Against
Charles Schwab014,138,218 00Against
John Hancock10,613,365423,295 00For
LONGLEAF PARTNERS FUNDS TRUST07,696,981 00Against
JPMorgan07,440,080 00Against
TIAA6,954,7440 00For
Dimensional06,738,245 00Against
AMG FUNDS06,300,000 00Against
Columbia Threadneedle6,218,6840 00For
Brighthouse390,0735,344,681 188,6950Mixed
Smead Funds Trust05,813,947 00Against
Thrivent04,976,556 00Against
First Trust04,703,163 00Against
Bridge Builder Trust56,6874,403,850 00Against
Transamerica3,393,513272,895 00Mixed
Capco Asset Management, LLC03,442,699 00Against
ALPS Series Trust637,4002,595,000 00Mixed
Equitable1,197,9511,912,726 46,5000Mixed
Prudential/PGIM2,325,461686,201 00Mixed
ProShares2,941,2920 00For
Gabelli00 2,777,7000Abstain

Showing the 25 largest of 133 asset managers. See all 133 in the interactive database.

Not shown here: this season’s fund filings also report 2 items from the meeting of June 2, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest WARNER BROS. DISCOVERY INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 2,449,000,000 shares outstanding at the time of that meeting.

Fund voting reports: top WARNER BROS. DISCOVERY INC. shareholders by shares voted on “To vote on an advisory resolution to approve the 2023 compensation of Warner Bros. Discovery…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 10.13%
2Fidelity 2.58%
3HARRIS ASSOCIATES INVESTMENT TRUST 2.41%
4State Street 2.39%
5BlackRock 1.73%
6Invesco 1.26%
7Charles Schwab 0.58%
8John Hancock 0.45%
9Artisan 0.38%
10LONGLEAF PARTNERS FUNDS TRUST 0.31%
Institutional-manager reports: top WARNER BROS. DISCOVERY INC. shareholders by shares voted on “To vote on an advisory resolution to approve the 2023 compensation of Warner Bros. Discovery…”, 2023-2024
#Asset manager % of shares outstanding
1State Street 3.87%
2HARRIS ASSOCIATES L P 3.80%
3BlackRock 2.64%
4GEODE CAPITAL MANAGEMENT, LLC 2.17%
5Invesco 1.31%
6John Hancock 1.00%
7EdgePoint Investment Group Inc. 0.84%
8HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC 0.79%
9Northern Trust 0.72%
10Sessa Capital IM, L.P. 0.70%

Reported WARNER BROS. DISCOVERY INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

WARNER BROS. DISCOVERY INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Vanguard Group 11.48% 13F
Advance/Newhouse Programming Partnership 8.09% DEF14A
BlackRock 7.57% 13F
State Street Corporation 5.58% DEF14A
Geode Capital 2.17% 13F
FMR (Fidelity) 1.69% 13F
Invesco 1.48% 13F
Morgan Stanley 1.07% 13F
JPMorgan Chase 0.95% 13F
Goldman Sachs 0.77% 13F

Percentages above are of 2,449,000,000 shares outstanding, as reported by WARNER BROS. DISCOVERY INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from WARNER BROS. DISCOVERY INC.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At WARNER BROS. DISCOVERY INC.'s shareholder meeting held June 3, 2024, in the 2023-2024 proxy season, 1,227 asset managers reported how they voted in their SEC Form N-PX filings, covering 11,157 separate fund positions. Their filings are grouped here into 14 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To vote on an advisory resolution to approve the 2023 compensation of Warner Bros. Discovery… — WARNER BROS. DISCOVERY INC.'s filing reports the proposal as approved, with 53.6% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: WARNER BROS. DISCOVERY INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 7, 2024.

WARNER BROS. DISCOVERY INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

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