Home › Companies › WARNER BROS. DISCOVERY INC. › 2024-2025

WARNER BROS. DISCOVERY INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and WARNER BROS. DISCOVERY INC.’s Form 8-K, filed June 3, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

17Ballot items
1,209Asset managers
12,349Fund votes
June 2, 2025Meeting date

Results at a glance

Meeting of June 2, 2025: 17 items on WARNER BROS. DISCOVERY INC.’s Form 8-K, filed June 3, 2025: 13 elected · 3 approved · 1 not approved.

Not approved or not elected

3. On a non-binding, advisory basis, the 2024 compensation of the Company's named executive officers, commonly referred to as a… 41% of votes cast Not approved Say-on-pay under 70%

Material dissent

Elect Director: Anthony J. Noto 71% of votes cast Elected Director under 80%

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 2024-2025 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 3, 2025 (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 2, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Samuel A. Di Piazza, Jr.	1,624,033,748	--	--	169,323,473	307,379,842	91%	Elected	—
Elect Director: Richard W. Fisher	1,641,357,333	--	--	151,999,888	307,379,842	92%	Elected	—
Elect Director: Paul A. Gould	1,553,252,539	--	--	240,104,682	307,379,842	87%	Elected	—
Elect Director: Debra L. Lee	1,627,551,255	--	--	165,805,966	307,379,842	91%	Elected	—
Elect Director: Joseph M. Levin	1,733,557,268	--	--	59,799,953	307,379,842	97%	Elected	—
Elect Director: Anton J. Levy	1,777,861,164	--	--	15,496,057	307,379,842	99.1%	Elected	—
Elect Director: Kenneth W. Lowe	1,668,262,790	--	--	125,094,431	307,379,842	93%	Elected	—
Elect Director: Fazal F. Merchant	1,735,480,055	--	--	57,877,166	307,379,842	97%	Elected	—
Elect Director: Anthony J. Noto	1,266,329,319	--	--	527,027,902	307,379,842	71%	Elected	—
Elect Director: Paula A. Price	1,762,281,033	--	--	31,076,188	307,379,842	98%	Elected	—
Elect Director: Daniel E. Sanchez	1,770,151,756	--	--	23,205,465	307,379,842	99%	Elected	—
Elect Director: Geoffrey Y. Yang	1,671,017,113	--	--	122,340,108	307,379,842	93%	Elected	—
Elect Director: David M. Zaslav	1,745,769,182	--	--	47,588,039	307,379,842	97%	Elected	—
2. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, as set forth below	2,056,295,730	39,713,626	4,727,707	--	--	98%	Approved	—
3. On a non-binding, advisory basis, the 2024 compensation of the Company's named executive officers, commonly referred to as a "Say-on-Pay" vote, as set forth below	724,453,004	1,063,214,128	5,690,089	--	307,379,842	41%	Not approved	—
4. The Third Restated Certificate, as set forth below	1,779,658,307	8,841,526	4,857,388	--	307,379,842	99.5%	Approved	—
5. The amendment to the Plan, as set forth below	1,773,561,805	15,658,906	4,136,510	--	307,379,842	99.1%	Approved	—

Source: WARNER BROS. DISCOVERY INC., Form 8-K, filed with the SEC on June 3, 2025 — read the filing on EDGAR.

How asset managers voted at the WARNER BROS. DISCOVERY INC. 2024-2025 meeting

Each item below shows how the 1,209 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.

1. Elect Director: Anthony J. Noto

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: 1,266,329,319WITHHELD: 527,027,902

Details: description as filed, official tally, votes by 139 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Anthony J. Noto

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Anthony J. Noto”): 1,266,329,319 for, 527,027,902 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 71% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 330,605,464 for, 285,313,705 withheld, 61,183,528 abstained.

FORWITHHOLD

FOR: 330,605,464ABSTAIN: 61,183,528WITHHOLD: 285,313,705

Largest asset managers voting on “ELECTION OF DIRECTORS: Anthony J. Noto” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	10,679,924	35	246,215,364	Withhold
State Street	91,515,657	0	266	For
Fidelity	68,155,761	0	1,903,849	For
BlackRock	1,021,184	56,701,158	0	Abstain
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	24,505,560	0	0	For
Charles Schwab	0	0	17,801,470	Withhold
John Hancock	11,639,593	0	0	For
AMG FUNDS	6,300,000	0	0	For
Voya	0	0	5,991,343	Withhold
TIAA	5,604,839	0	0	For
Thrivent	4,397,737	0	0	For
Advisers Investment Trust	4,295,964	0	59,100	For
ProShares	3,836,698	0	0	For
ALPS Series Trust	3,685,000	0	0	For
MASTER INVESTMENT PORTFOLIO	0	3,355,262	0	Abstain
Transamerica	3,301,413	0	0	For
First Trust	2,866,200	0	0	For
Victory Capital	2,814,289	0	0	For
NORTHERN LIGHTS FUND TRUST II	0	0	2,702,602	Withhold
Natixis	2,617,241	0	0	For
Jackson National	2,385,681	0	0	For
Nushares ETF Trust	2,318,903	0	0	For
MFS	0	0	2,305,329	Withhold
Equitable	235,099	0	1,861,584	Mixed

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

2. Elect Director: Anton J. Levy

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 1,777,861,164WITHHELD: 15,496,057

Details: description as filed, official tally, votes by 139 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Anton J. Levy

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Anton J. Levy”): 1,777,861,164 for, 15,496,057 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 99.1% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 676,924,235 for, 113,485 withheld, 64,978 abstained.

FOR

FOR: 676,924,235ABSTAIN: 64,978WITHHOLD: 113,485

Largest asset managers voting on “ELECTION OF DIRECTORS: Anton J. Levy” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	256,895,322	2	For
State Street	91,515,923	0	For
Fidelity	70,059,610	0	For
BlackRock	57,722,342	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	For
Invesco	24,505,560	0	For
Charles Schwab	17,801,470	0	For
John Hancock	11,639,593	0	For
AMG FUNDS	6,300,000	0	For
Voya	5,991,343	0	For
TIAA	5,604,839	0	For
Thrivent	4,397,737	0	For
Advisers Investment Trust	4,355,064	0	For
ProShares	3,836,698	0	For
ALPS Series Trust	3,685,000	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	For
Transamerica	3,301,413	0	For
First Trust	2,866,200	0	For
Victory Capital	2,814,289	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	For
Natixis	2,617,241	0	For
Jackson National	2,385,681	0	For
Nushares ETF Trust	2,318,903	0	For
MFS	2,305,329	0	For
Equitable	2,096,683	0	For

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

3. Elect Director: Daniel E. Sanchez

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 1,770,151,756WITHHELD: 23,205,465

Details: description as filed, official tally, votes by 139 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Daniel E. Sanchez

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Daniel E. Sanchez”): 1,770,151,756 for, 23,205,465 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 99% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 675,571,342 for, 10,635 against, 146,393 withheld, 1,374,328 abstained.

FOR

FOR: 675,571,342AGAINST: 10,635ABSTAIN: 1,374,328WITHHOLD: 146,393

Largest asset managers voting on “ELECTION OF DIRECTORS: Daniel E. Sanchez” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	256,895,321	3	For
State Street	91,515,923	0	For
Fidelity	70,059,610	0	For
BlackRock	57,722,342	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	For
Invesco	24,505,560	0	For
Charles Schwab	17,801,470	0	For
John Hancock	11,639,593	0	For
AMG FUNDS	6,300,000	0	For
Voya	5,991,343	0	For
TIAA	5,604,839	0	For
Thrivent	4,397,737	0	For
Advisers Investment Trust	4,355,064	0	For
ProShares	3,836,698	0	For
ALPS Series Trust	3,685,000	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	For
Transamerica	3,301,413	0	For
First Trust	2,866,200	0	For
Victory Capital	2,814,289	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	For
Natixis	2,617,241	0	For
Jackson National	2,385,681	0	For
Nushares ETF Trust	2,318,903	0	For
MFS	2,305,329	0	For
Equitable	2,096,683	0	For

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

4. Elect Director: David M. Zaslav

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 1,745,769,182WITHHELD: 47,588,039

Details: description as filed, official tally, votes by 139 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”): 1,745,769,182 for, 47,588,039 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 676,321,741 for, 715,800 withheld, 65,157 abstained.

FOR

FOR: 676,321,741ABSTAIN: 65,157WITHHOLD: 715,800

Largest asset managers voting on “ELECTION OF DIRECTORS: David M. Zaslav” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	256,895,319	5	For
State Street	91,515,923	0	For
Fidelity	70,059,610	0	For
BlackRock	57,722,342	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	For
Invesco	24,505,560	0	For
Charles Schwab	17,801,470	0	For
John Hancock	11,639,593	0	For
AMG FUNDS	6,300,000	0	For
Voya	5,991,343	0	For
TIAA	5,604,839	0	For
Thrivent	4,397,737	0	For
Advisers Investment Trust	4,355,064	0	For
ProShares	3,836,698	0	For
ALPS Series Trust	3,685,000	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	For
Transamerica	3,301,413	0	For
First Trust	2,866,200	0	For
Victory Capital	2,814,289	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	For
Natixis	2,617,241	0	For
Jackson National	2,385,681	0	For
Nushares ETF Trust	2,318,903	0	For
MFS	2,305,329	0	For
Equitable	2,096,683	0	For

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

5. Elect Director: Debra L. Lee

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%

FOR: 1,627,551,255WITHHELD: 165,805,966

Details: description as filed, official tally, votes by 139 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Debra L. Lee

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Debra L. Lee”): 1,627,551,255 for, 165,805,966 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 635,713,173 for, 36,692,367 withheld, 4,697,158 abstained.

FOR

FOR: 635,713,173ABSTAIN: 4,697,158WITHHOLD: 36,692,367

Largest asset managers voting on “ELECTION OF DIRECTORS: Debra L. Lee” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	256,866,039	23	29,261	For
State Street	91,514,692	0	1,231	For
Fidelity	70,059,610	0	0	For
BlackRock	57,668,012	54,330	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	24,505,560	0	0	For
Charles Schwab	0	0	17,801,470	Withhold
John Hancock	10,892,936	746,657	0	Mixed
AMG FUNDS	6,300,000	0	0	For
Voya	5,991,343	0	0	For
TIAA	0	0	5,604,839	Withhold
Thrivent	4,397,737	0	0	For
Advisers Investment Trust	4,355,064	0	0	For
ProShares	3,836,698	0	0	For
ALPS Series Trust	3,685,000	0	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	0	For
Transamerica	3,287,344	0	14,069	For
First Trust	2,866,200	0	0	For
Victory Capital	2,814,289	0	0	For
NORTHERN LIGHTS FUND TRUST II	0	0	2,702,602	Withhold
Natixis	2,617,241	0	0	For
Jackson National	238,958	2,146,723	0	Mixed
Nushares ETF Trust	0	0	2,318,903	Withhold
MFS	2,305,329	0	0	For
Equitable	946,356	0	1,150,327	Mixed

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

6. Elect Director: Fazal F. Merchant

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 1,735,480,055WITHHELD: 57,877,166

Details: description as filed, official tally, votes by 139 asset managers

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

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Fazal F. Merchant”): 1,735,480,055 for, 57,877,166 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 673,098,367 for, 2,616,867 withheld, 1,387,464 abstained.

FOR

FOR: 673,098,367ABSTAIN: 1,387,464WITHHOLD: 2,616,867

Largest asset managers voting on “ELECTION OF DIRECTORS: Fazal F. Merchant” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	256,866,055	7	29,261	For
State Street	91,515,923	0	0	For
Fidelity	70,059,610	0	0	For
BlackRock	57,710,169	12,173	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	24,505,560	0	0	For
Charles Schwab	17,801,470	0	0	For
John Hancock	11,639,593	0	0	For
AMG FUNDS	6,300,000	0	0	For
Voya	5,991,343	0	0	For
TIAA	5,604,839	0	0	For
Thrivent	4,397,737	0	0	For
Advisers Investment Trust	4,355,064	0	0	For
ProShares	3,836,698	0	0	For
ALPS Series Trust	3,685,000	0	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	0	For
Transamerica	3,287,344	0	14,069	For
First Trust	2,866,200	0	0	For
Victory Capital	2,814,289	0	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	0	For
Natixis	2,617,241	0	0	For
Jackson National	2,385,681	0	0	For
Nushares ETF Trust	2,318,903	0	0	For
MFS	0	0	2,305,329	Withhold
Equitable	2,096,683	0	0	For

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

7. Elect Director: Geoffrey Y. Yang

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 1,671,017,113WITHHELD: 122,340,108

Details: description as filed, official tally, votes by 139 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Geoffrey Y. Yang

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Geoffrey Y. Yang”): 1,671,017,113 for, 122,340,108 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 642,078,133 for, 30,503,375 withheld, 4,521,190 abstained.

FOR

FOR: 642,078,133ABSTAIN: 4,521,190WITHHOLD: 30,503,375

Largest asset managers voting on “ELECTION OF DIRECTORS: Geoffrey Y. Yang” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	256,895,307	17	0	For
State Street	91,515,923	0	0	For
Fidelity	70,059,610	0	0	For
BlackRock	57,722,342	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	24,505,560	0	0	For
Charles Schwab	0	0	17,801,470	Withhold
John Hancock	10,892,936	746,657	0	Mixed
AMG FUNDS	6,300,000	0	0	For
Voya	5,991,343	0	0	For
TIAA	0	0	5,604,839	Withhold
Thrivent	4,397,737	0	0	For
Advisers Investment Trust	4,355,064	0	0	For
ProShares	3,836,698	0	0	For
ALPS Series Trust	3,685,000	0	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	0	For
Transamerica	3,287,344	0	14,069	For
First Trust	2,866,200	0	0	For
Victory Capital	2,814,289	0	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	0	For
Natixis	2,617,241	0	0	For
Jackson National	238,958	2,146,723	0	Mixed
Nushares ETF Trust	0	0	2,318,903	Withhold
MFS	2,305,329	0	0	For
Equitable	946,356	0	1,150,327	Mixed

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

8. Elect Director: Joseph M. Levin

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 1,733,557,268WITHHELD: 59,799,953

Details: description as filed, official tally, votes by 139 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Joseph M. Levin

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Joseph M. Levin”): 1,733,557,268 for, 59,799,953 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 667,980,168 for, 9,045,372 withheld, 77,158 abstained.

FOR

FOR: 667,980,168ABSTAIN: 77,158WITHHOLD: 9,045,372

Largest asset managers voting on “ELECTION OF DIRECTORS: Joseph M. Levin” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	256,895,316	8	0	For
State Street	91,515,923	0	0	For
Fidelity	70,059,610	0	0	For
BlackRock	57,710,169	12,173	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	24,505,560	0	0	For
Charles Schwab	17,801,470	0	0	For
John Hancock	11,639,593	0	0	For
AMG FUNDS	6,300,000	0	0	For
Voya	0	0	5,991,343	Withhold
TIAA	5,604,839	0	0	For
Thrivent	4,397,737	0	0	For
Advisers Investment Trust	4,355,064	0	0	For
ProShares	3,836,698	0	0	For
ALPS Series Trust	3,685,000	0	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	0	For
Transamerica	3,301,413	0	0	For
First Trust	2,866,200	0	0	For
Victory Capital	2,814,289	0	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	0	For
Natixis	2,617,241	0	0	For
Jackson National	2,385,681	0	0	For
Nushares ETF Trust	2,318,903	0	0	For
MFS	0	0	2,305,329	Withhold
Equitable	2,096,683	0	0	For

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

9. Elect Director: Kenneth W. Lowe

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 1,668,262,790WITHHELD: 125,094,431

Details: description as filed, official tally, votes by 139 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”): 1,668,262,790 for, 125,094,431 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 642,125,180 for, 30,456,328 withheld, 4,521,190 abstained.

FOR

FOR: 642,125,180ABSTAIN: 4,521,190WITHHOLD: 30,456,328

Largest asset managers voting on “ELECTION OF DIRECTORS: Kenneth W. Lowe” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	256,895,307	17	0	For
State Street	91,515,923	0	0	For
Fidelity	70,059,610	0	0	For
BlackRock	57,722,342	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	24,505,560	0	0	For
Charles Schwab	0	0	17,801,470	Withhold
John Hancock	10,892,936	746,657	0	Mixed
AMG FUNDS	6,300,000	0	0	For
Voya	5,991,343	0	0	For
TIAA	0	0	5,604,839	Withhold
Thrivent	4,397,737	0	0	For
Advisers Investment Trust	4,355,064	0	0	For
ProShares	3,836,698	0	0	For
ALPS Series Trust	3,685,000	0	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	0	For
Transamerica	3,287,344	0	14,069	For
First Trust	2,866,200	0	0	For
Victory Capital	2,814,289	0	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	0	For
Natixis	2,617,241	0	0	For
Jackson National	238,958	2,146,723	0	Mixed
Nushares ETF Trust	0	0	2,318,903	Withhold
MFS	2,305,329	0	0	For
Equitable	946,356	0	1,150,327	Mixed

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

10. Elect Director: Paul A. Gould

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%

FOR: 1,553,252,539WITHHELD: 240,104,682

Details: description as filed, official tally, votes by 139 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”): 1,553,252,539 for, 240,104,682 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 633,506,196 for, 38,975,769 withheld, 4,620,733 abstained.

FOR

FOR: 633,506,196ABSTAIN: 4,620,733WITHHOLD: 38,975,769

Largest asset managers voting on “ELECTION OF DIRECTORS: Paul A. Gould” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	256,866,031	32	29,261	For
State Street	91,515,657	0	266	For
Fidelity	70,059,610	0	0	For
BlackRock	57,699,581	22,761	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	24,505,560	0	0	For
Charles Schwab	0	0	17,801,470	Withhold
John Hancock	10,892,936	746,657	0	Mixed
AMG FUNDS	6,300,000	0	0	For
Voya	5,991,343	0	0	For
TIAA	0	0	5,604,839	Withhold
Thrivent	4,397,737	0	0	For
Advisers Investment Trust	4,355,064	0	0	For
ProShares	3,836,698	0	0	For
ALPS Series Trust	3,685,000	0	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	0	For
Transamerica	3,287,344	0	14,069	For
First Trust	2,866,200	0	0	For
Victory Capital	2,814,289	0	0	For
NORTHERN LIGHTS FUND TRUST II	0	0	2,702,602	Withhold
Natixis	2,617,241	0	0	For
Jackson National	238,958	2,146,723	0	Mixed
Nushares ETF Trust	0	0	2,318,903	Withhold
MFS	0	0	2,305,329	Withhold
Equitable	946,356	0	1,150,327	Mixed

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

11. Elect Director: Paula A. Price

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 1,762,281,033WITHHELD: 31,076,188

Details: description as filed, official tally, votes by 139 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”): 1,762,281,033 for, 31,076,188 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 675,614,884 for, 113,485 withheld, 1,374,329 abstained.

FOR

FOR: 675,614,884ABSTAIN: 1,374,329WITHHOLD: 113,485

Largest asset managers voting on “ELECTION OF DIRECTORS: Paula A. Price” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	256,895,320	4	For
State Street	91,515,923	0	For
Fidelity	70,059,610	0	For
BlackRock	57,722,342	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	For
Invesco	24,505,560	0	For
Charles Schwab	17,801,470	0	For
John Hancock	11,639,593	0	For
AMG FUNDS	6,300,000	0	For
Voya	5,991,343	0	For
TIAA	5,604,839	0	For
Thrivent	4,397,737	0	For
Advisers Investment Trust	4,355,064	0	For
ProShares	3,836,698	0	For
ALPS Series Trust	3,685,000	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	For
Transamerica	3,301,413	0	For
First Trust	2,866,200	0	For
Victory Capital	2,814,289	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	For
Natixis	2,617,241	0	For
Jackson National	2,385,681	0	For
Nushares ETF Trust	2,318,903	0	For
MFS	2,305,329	0	For
Equitable	2,096,683	0	For

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

12. Elect Director: Richard W. Fisher

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%

FOR: 1,641,357,333WITHHELD: 151,999,888

Details: description as filed, official tally, votes by 139 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”): 1,641,357,333 for, 151,999,888 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 639,635,818 for, 32,932,554 withheld, 4,534,326 abstained.

FOR

FOR: 639,635,818ABSTAIN: 4,534,326WITHHOLD: 32,932,554

Largest asset managers voting on “ELECTION OF DIRECTORS: Richard W. Fisher” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	256,866,041	21	29,261	For
State Street	91,515,923	0	0	For
Fidelity	70,059,610	0	0	For
BlackRock	57,710,169	12,173	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	24,505,560	0	0	For
Charles Schwab	0	0	17,801,470	Withhold
John Hancock	10,892,936	746,657	0	Mixed
AMG FUNDS	6,300,000	0	0	For
Voya	5,991,343	0	0	For
TIAA	0	0	5,604,839	Withhold
Thrivent	4,397,737	0	0	For
Advisers Investment Trust	4,355,064	0	0	For
ProShares	3,836,698	0	0	For
ALPS Series Trust	3,685,000	0	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	0	For
Transamerica	3,287,344	0	14,069	For
First Trust	2,866,200	0	0	For
Victory Capital	2,814,289	0	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	0	For
Natixis	2,617,241	0	0	For
Jackson National	238,958	2,146,723	0	Mixed
Nushares ETF Trust	0	0	2,318,903	Withhold
MFS	0	0	2,305,329	Withhold
Equitable	946,356	0	1,150,327	Mixed

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

13. Elect Director: Samuel A. Di Piazza, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 9 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%

FOR: 1,624,033,748WITHHELD: 169,323,473

Details: description as filed, official tally, votes by 139 asset managers

Description as filed by funds: ELECTION OF DIRECTORS: Samuel A. Di Piazza, Jr.

WARNER BROS. DISCOVERY INC.’s own tally for this item (“Elect Director: Samuel A. Di Piazza, Jr.”): 1,624,033,748 for, 169,323,473 withheld, per its Form 8-K filed June 3, 2025 (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 thirteen director nominees, each to serve a one-year term, as set forth below: -2-”
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 581,641,313 for, 213,935 against, 93,860,931 withheld, 1,386,520 abstained.

FOR

FOR: 581,641,313AGAINST: 213,935ABSTAIN: 1,386,520WITHHOLD: 93,860,931

Largest asset managers voting on “ELECTION OF DIRECTORS: Samuel A. Di Piazza, Jr.” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	256,866,042	21	29,261	For
State Street	23,275	0	91,492,648	Withhold
Fidelity	70,059,610	0	0	For
BlackRock	57,710,169	12,173	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	24,505,560	0	0	For
Charles Schwab	17,801,470	0	0	For
John Hancock	11,639,593	0	0	For
AMG FUNDS	6,300,000	0	0	For
Voya	5,991,343	0	0	For
TIAA	5,604,839	0	0	For
Thrivent	4,397,737	0	0	For
Advisers Investment Trust	4,355,064	0	0	For
ProShares	3,836,698	0	0	For
ALPS Series Trust	3,685,000	0	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	0	For
Transamerica	3,249,069	0	52,344	For
First Trust	2,866,200	0	0	For
Victory Capital	2,814,289	0	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	0	For
Natixis	2,617,241	0	0	For
Jackson National	2,385,681	0	0	For
Nushares ETF Trust	2,318,903	0	0	For
MFS	2,305,329	0	0	For
Equitable	2,096,683	0	0	For

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

14. 4. The Third Restated Certificate, as set forth below

Official resultOTHERReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.5% Approved · of votes cast

FOR 99.5%

FOR: 1,779,658,307AGAINST: 8,841,526

Details: description as filed, official tally, votes by 137 asset managers

Description as filed by funds: TO APPROVE THE THIRD RESTATED CERTIFICATE OF INCORPORATION.

WARNER BROS. DISCOVERY INC.’s own tally for this item (“4. The Third Restated Certificate, as set forth below”): 1,779,658,307 for, 8,841,526 against — passed, per its Form 8-K filed June 3, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved the Third Restated Certificate, as set forth below:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 137 asset managers below reported 678,807,601 for, 143,057 against, 99,347 abstained, 348 unknown.

FOR

FOR: 678,807,601AGAINST: 143,057ABSTAIN: 99,347UNKNOWN: 348

Largest asset managers voting on “TO APPROVE THE THIRD RESTATED CERTIFICATE OF INCORPORATION.” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	256,874,735	20,588	1	For
State Street	91,500,866	15,057	0	For
Fidelity	70,059,610	0	0	For
BlackRock	57,691,108	31,234	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	24,505,560	0	0	For
Charles Schwab	17,801,470	0	0	For
John Hancock	11,639,593	0	0	For
AMG FUNDS	6,300,000	0	0	For
Voya	5,991,343	0	0	For
TIAA	5,604,839	0	0	For
Thrivent	4,397,737	0	0	For
Advisers Investment Trust	4,355,064	0	0	For
ProShares	3,836,698	0	0	For
ALPS Series Trust	3,685,000	0	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	0	For
Transamerica	3,301,413	0	0	For
First Trust	2,866,200	0	0	For
Victory Capital	2,814,289	0	0	For
Gabelli	2,756,200	0	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	0	For
Natixis	2,617,241	0	0	For
Jackson National	2,385,681	0	0	For
Nushares ETF Trust	2,318,903	0	0	For
MFS	2,305,329	0	0	For

Showing the 25 largest of 137 asset managers. See all 137 in the interactive database.

15. 5. The amendment to the Plan, as set forth below

Official resultOTHERReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.1% Approved · of votes cast

FOR 99.1%

FOR: 1,773,561,805AGAINST: 15,658,906

Details: description as filed, official tally, votes by 145 asset managers

Description as filed by funds: To approve the 2011 Employee Stock Purchase Plan amendment.

WARNER BROS. DISCOVERY INC.’s own tally for this item (“5. The amendment to the Plan, as set forth below”): 1,773,561,805 for, 15,658,906 against — passed, per its Form 8-K filed June 3, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved the amendment to the Plan, as set forth below:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 145 asset managers below reported 678,984,644 for, 1,169,553 against, 0 abstained, 348 unknown.

FOR

FOR: 678,984,644AGAINST: 1,169,553ABSTAIN: 0UNKNOWN: 348

Largest asset managers voting on “To approve the 2011 Employee Stock Purchase Plan amendment.” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	256,895,321	2	For
State Street	91,515,923	0	For
Fidelity	70,059,610	0	For
BlackRock	57,722,342	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	For
Invesco	24,505,560	0	For
Charles Schwab	17,801,470	0	For
John Hancock	11,639,593	0	For
AMG FUNDS	6,300,000	0	For
Voya	5,991,343	0	For
TIAA	5,604,839	0	For
Thrivent	4,397,737	0	For
Advisers Investment Trust	4,355,064	0	For
ProShares	3,836,698	0	For
ALPS Series Trust	3,685,000	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	For
Transamerica	3,301,413	0	For
First Trust	2,866,200	0	For
Victory Capital	2,814,289	0	For
Gabelli	2,756,200	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	For
Natixis	2,617,241	0	For
Jackson National	2,385,681	0	For
Nushares ETF Trust	2,318,903	0	For
MFS	2,305,329	0	For

Showing the 25 largest of 145 asset managers. See all 145 in the interactive database.

16. 3. On a non-binding, advisory basis, the 2024 compensation of the Company's named executive officers, commonly referred…

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not approved

Combines 67 wordings of this item as funds reported it.

41% Not approved · of votes cast

FOR 41%AGAINST

FOR: 724,453,004AGAINST: 1,063,214,128

Details: description as filed, official tally, votes by 1,207 asset managers

Description as filed by funds: To vote on an advisory resolution to approve the 2024 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 2024 compensation of the Company's named executive officers, commonly referred to as a "Say-on-Pay" vote, as set forth below”): 724,453,004 for, 1,063,214,128 against — failed, per its Form 8-K filed June 3, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Stockholders did not approve, on a non-binding, advisory basis, the 2024 compensation of the Company's named executive officers, commonly referred to as a "Say-on-Pay" vote, as set forth below:”
Support: 41% 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” (3 managers, 1,725 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: 137 asset managers voting on “To vote on an advisory resolution to approve the 2024 compensation of Warner Bros. Discovery, Inc.'s named exe” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	10,659,266	246,236,057	1	Against
State Street	3,314	91,512,609	0	Against
Fidelity	69,416,312	643,298	0	For
BlackRock	57,616,420	105,922	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	0	For
Invesco	0	24,505,560	0	Against
Charles Schwab	0	17,801,470	0	Against
John Hancock	0	11,639,593	0	Against
AMG FUNDS	0	6,300,000	0	Against
Voya	0	5,991,343	0	Against
TIAA	0	5,604,839	0	Against
Thrivent	0	4,397,737	0	Against
Advisers Investment Trust	0	4,355,064	0	Against
ProShares	0	3,836,698	0	Against
ALPS Series Trust	0	3,685,000	0	Against
MASTER INVESTMENT PORTFOLIO	3,355,262	0	0	For
Transamerica	0	3,301,413	0	Against
First Trust	0	2,866,200	0	Against
Victory Capital	0	2,814,289	0	Against
Gabelli	2,756,200	0	0	For
NORTHERN LIGHTS FUND TRUST II	0	2,702,602	0	Against
Natixis	2,617,241	0	0	For
Jackson National	238,958	2,146,723	0	Mixed
Nushares ETF Trust	0	2,318,903	0	Against
MFS	0	2,305,329	0	Against

Fund voting reports, all 137 managers: 211,737,745 for, 467,952,570 against, 99,347 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1,089 asset managers voting on “To vote on an advisory resolution to approve the 2024 compensation of Warner Bros. Discovery, Inc.'s named exe” at WARNER BROS. DISCOVERY INC., 2024-2025
Asset manager	For	Against	Vote
State Street	37,872	127,518,758	Against
HARRIS ASSOCIATES L P	87,872,136	0	For
GEODE CAPITAL MANAGEMENT, LLC	59,543,148	0	For
BlackRock	47,543,644	1,782,117	For
Invesco	0	34,562,428	Against
Sessa Capital IM, L.P.	29,555,277	0	For
John Hancock	0	23,726,299	Against
EdgePoint Investment Group Inc.	0	21,548,887	Against
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	18,619,676	0	For
Northern Trust	0	18,270,770	Against
Charles Schwab	0	18,144,523	Against
Fidelity	16,512,982	0	For
Contrarius Group Holdings Ltd	14,947,663	0	For
Vanguard	0	14,438,194	Against
Jericho Capital Asset Management L.P.	0	11,592,832	Against
Sachem Head Capital Management LP	11,330,000	0	For
Nuveen	0	9,258,943	Against
Independent Franchise Partners LLP	0	8,772,411	Against
Amundi	0	8,434,187	Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	7,786,983	Against
Voya	0	6,945,312	Against
Legal & General Investment Management Ltd	0	6,807,282	Against
MELLON INVESTMENTS Corp	0	6,578,057	Against
UBS	0	6,342,309	Against
THOMPSON SIEGEL & WALMSLEY LLC	0	6,178,530	Against

Institutional-manager reports, all 1,089 managers: 320,915,709 for, 488,699,715 against, 362 withheld, 31,044 abstained, 113,991 not voted, 4,316 unknown. Showing the 25 largest; see all in the interactive database.

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

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 9 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%

FOR: 2,056,295,730AGAINST: 39,713,626

Details: description as filed, official tally, votes by 149 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, 2025.

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, 2025, as set forth below”): 2,056,295,730 for, 39,713,626 against — passed, per its Form 8-K filed June 3, 2025 (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, 2025, as set forth below:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 149 asset managers below reported 680,286,898 for, 192,032 against, 99,346 abstained.

FOR

FOR: 680,286,898AGAINST: 192,032ABSTAIN: 99,346

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., 2024-2025
Asset manager	For	Against	Vote
Vanguard	256,895,320	4	For
State Street	91,515,657	266	For
Fidelity	70,059,610	0	For
BlackRock	57,722,342	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	57,156,000	0	For
Invesco	24,505,560	0	For
Charles Schwab	17,801,470	0	For
John Hancock	11,639,593	0	For
AMG FUNDS	6,300,000	0	For
Voya	5,991,343	0	For
TIAA	5,604,839	0	For
Thrivent	4,397,737	0	For
Advisers Investment Trust	4,355,064	0	For
ProShares	3,836,698	0	For
ALPS Series Trust	3,685,000	0	For
MASTER INVESTMENT PORTFOLIO	3,355,262	0	For
Transamerica	3,301,413	0	For
First Trust	2,866,200	0	For
Victory Capital	2,814,289	0	For
Gabelli	2,756,200	0	For
NORTHERN LIGHTS FUND TRUST II	2,702,602	0	For
Natixis	2,617,241	0	For
Jackson National	2,385,681	0	For
Nushares ETF Trust	2,318,903	0	For
MFS	2,305,329	0	For

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of June 3, 2024, which belongs to the 2023-2024 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 2024-2025

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 2,473,000,000 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 2024 compensation of Warner Bros. Discovery…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	10.39%
2	State Street	3.70%
3	Fidelity	2.83%
4	BlackRock	2.33%
5	HARRIS ASSOCIATES INVESTMENT TRUST	2.31%
6	Invesco	0.99%
7	Charles Schwab	0.72%
8	John Hancock	0.47%
9	AMG FUNDS	0.25%
10	Voya	0.24%

Institutional-manager reports: top WARNER BROS. DISCOVERY INC. shareholders by shares voted on “To vote on an advisory resolution to approve the 2024 compensation of Warner Bros. Discovery…”, 2024-2025
#	Asset manager	% of shares outstanding
1	State Street	5.16%
2	HARRIS ASSOCIATES L P	3.55%
3	GEODE CAPITAL MANAGEMENT, LLC	2.41%
4	BlackRock	1.99%
5	Invesco	1.40%
6	Sessa Capital IM, L.P.	1.20%
7	John Hancock	0.96%
8	EdgePoint Investment Group Inc.	0.87%
9	HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	0.75%
10	Northern Trust	0.74%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	10.38%	13F
Advance/Newhouse Programming Partnership	8.01%	DEF14A
BlackRock	7.06%	13F
STATE STREET CORPORATION	5.30%	13G
A/NPP Diversified Holdings LLC	3.97%	13D
Invesco	1.75%	13F
Morgan Stanley	0.99%	13F
Northern Trust	0.95%	13F
JPMorgan Chase	0.91%	13F
FMR (Fidelity)	0.83%	13F

Percentages above are of 2,473,000,000 shares outstanding, as reported by WARNER BROS. DISCOVERY INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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, 2025. 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 2, 2025, in the 2024-2025 proxy season, 1,209 asset managers reported how they voted on 17 ballot items in their SEC Form N-PX filings, covering 12,349 separate fund positions. On the most widely held item on that ballot — To vote on an advisory resolution to approve the 2024 compensation of Warner Bros. Discovery… — WARNER BROS. DISCOVERY INC.'s filing reports the proposal as not approved, with 41% 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 3, 2025.

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

Download data (CSV): ballot items · votes by manager · column guide.