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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☒						Definitive Proxy Statement
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☐						Soliciting Material under §240.14a-12

Warner Bros. Discovery, Inc.

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Letter to our Stockholders


Samuel A. Di Piazza, Jr. Board Chair Warner Bros. Discovery, Inc.			April 23, 2025 Dear Fellow Stockholders, We look forward to welcoming you to our Annual Meeting on June 2, 2025, at 10:00 a.m. ET. This year’s virtual meeting may be accessed at www.virtualshareholdermeeting.com/WBD2025. As we mark the third anniversary of the formation of Warner Bros. Discovery, we are proud of the actions we have taken to transform our business and improve our financial position while continuing to provide world class entertainment to global audiences. The Board’s ongoing goal is to support David and our leadership team as they deliver on WBD’s strategic and operational priorities. Despite the continuing challenges of today’s media landscape, the team delivered several key achievements in 2024, including successfully launching Max in more than 70 international markets, securing multi-year renewal agreements with major U.S. pay-TV distributors, further reducing our debt levels and continuing our tradition of producing culture-defining film and TV content. In December 2024, we announced a new corporate structure, with WBD serving as the parent company for two distinct operating divisions – Global Linear Networks and Streaming & Studios. The Board approved and supports the new corporate structure as we believe it will enhance our flexibility for potential future strategic opportunities across an evolving media landscape and help us build on our momentum as we evaluate all avenues to deliver significant stockholder value. Over the last several months, the Board has undergone several changes. Dr. John Malone, a true titan of the media industry and a member of the Board since Discovery, Inc.’s founding, announced that he would not be standing for re-election at the 2025 Annual Meeting when his current term ends. Following the 2025 Annual Meeting, John will assume the role of Chair Emeritus and will continue to regularly attend Board meetings and provide strategic counsel and support to the WBD Board and management team, ensuring that our stockholders continue to benefit from his wisdom and deep experience. I am extremely grateful to John for his ongoing service to, and support of, WBD. We have also taken meaningful steps to continue to enhance the Board with best-in-class leaders and industry experts who have proven track records of value creation. In January 2025, we announced the additions of Anthony Noto and Joey Levin, and the Board has nominated Anton Levy for election at the 2025 Annual Meeting. With the addition of Anthony, Joey, and Anton, and John’s continued participation, I am confident the Board has the experiences, skills and perspectives that will be critical as we continue to pursue options to further unlock potential stockholder value. We are proud of what we have accomplished together in 2024 and are excited for what’s ahead in 2025 for Warner Bros. Discovery. As always, we appreciate your continued support. Sincerely, Samuel A. Di Piazza, Jr. Board Chair Warner Bros. Discovery, Inc.


2025 PROXY STATEMENT			3

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Notice of 2025 Annual Meeting of Stockholders

To Warner Bros. Discovery Stockholders:

You are cordially invited to attend, and notice is hereby given of, the 2025 Annual Meeting of Stockholders, or 2025 Annual Meeting, of Warner Bros. Discovery, Inc. to be held virtually at www.virtualshareholdermeeting.com/WBD2025 on Monday, June 2, 2025 at 10:00 a.m. ET.

Date and time:

Monday, June 2, 2025 at 10:00 a.m., Eastern Time

Virtual web conference:

www.virtualshareholder
meeting.com/WBD2025

Record date:

April 4, 2025

Items of Business:

Board Recommendation:

To elect each of the thirteen director nominees named herein for a one-year term

each director nominee

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025

auditor ratification

To vote on an advisory resolution to approve the 2024 compensation of our named executive officers, commonly referred to as a "Say on Pay" vote

Say on Pay

To approve the Third Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. to permit stockholders to call special meetings and to eliminate certain inoperative provisions

amending the Certificate of Incorporation

To approve an amendment to the 2011 Employee Stock Purchase Plan

amending the 2011 Employee Stock Purchase Plan

The stockholders will also act on any other business that may properly come before the 2025 Annual Meeting or adjournments thereof.

The close of business on April 4, 2025 was the record date for determining the holders of shares of our Series A common stock ("common stock") entitled to notice of and to vote at the 2025 Annual Meeting and any postponement or adjournment thereof. A complete list of registered stockholders entitled to vote at the 2025 Annual Meeting will be available for inspection by stockholders during the entirety of the 2025 Annual Meeting at www.virtualshareholdermeeting.com/WBD2025. Further information about how to attend the 2025 Annual Meeting online, vote your shares before or during the 2025 Annual Meeting and submit questions online during the 2025 Annual Meeting is included in the accompanying proxy statement.

By Order of the Board of Directors,

Tara L. Smith

Executive Vice President & Corporate Secretary

April 23, 2025



This proxy statement, our proxy card and our Annual Report on Form 10-K for the year ended December 31, 2024 were first made available to stockholders on or about April 23, 2025. If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, INNISFREE M&A INCORPORATED, at 1 (877) 717-3922 (toll-free from the U.S. and Canada), or +1 (212) 750-5833 (from other locations). To attend the virtual meeting, you will need to log in to www.virtualshareholdermeeting.com/WBD2025 using the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. Beneficial stockholders who do not have a 16-digit control number should follow the instructions provided by your broker, bank or other nominee prior to the meeting. Electronic entry to the meeting will begin at 9:45 a.m. ET.


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Table of Contents


Proxy Statement Summary		6
Proxy Voting Roadmap		6
Our Board Nominees		8
Corporate Governance Highlights		13
2024 Executive Compensation		14
Our Performance in 2024		15

	Proposal One : Election of Directors	17
Our Board of Directors		17
Director Skills and Experience Matrix		18
Nominees for Election		19

Corporate Governance		33
Corporate Governance Guidelines		33
Board Leadership Structure		33
Director Independence		34
Director Nomination Process		34
Chair Emeritus		35
Evaluations of Board Performance		36
Transactions with Related Persons		36
Board Role in Risk Oversight		37
Board Oversight of Sustainability		38
Board Role in Human Capital Management		38
Director Orientation and Continuing Education		38
Code of Ethics		38
Stockholder Communication with Directors		38
Board Meetings and Committees		39
Director Compensation		43

Audit Matters		47

	Proposal Two : Ratification of Appointment of Independent Registered Public Accounting Firm	47
Audit Firm Fees and Services		48
Audit Committee Pre-Approval Procedures		48
Audit Committee Report		49


Executive Compensation		50
Letter from the Compensation Committee		50
Compensation Discussion and Analysis		51
Compensation Philosophy and Practices		51
NEO Compensation in 2024		56
Compensation Decision Making		76
Other Compensation-Related Matters		80
Compensation Committee Report		82
Executive Compensation Tables		82

	Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation ("Say on Pay")	98

Other Matters		99

	Proposal Four: Approval of Third Restated Certificate of Incorporation of Warner Bros. Discovery, Inc.	99

	Proposal Five: Approval of Amendment to 2011 Employee Stock Purchase Plan	101

Securities Authorized for Issuance under Equity Compensation Plans		105

Stock Ownership		106

2025 Annual Meeting Information – Frequently Asked Questions		110

Additional Information		115

Appendix A		117

Appendix B		122

Appendix C		137

Appendix D		143


2025 PROXY STATEMENT			5

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Proxy Statement

Summary


Proposal	For more information	Recommendation


Proposal Four: Approve Third Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. The Board has approved, and is submitting to stockholders for approval, the Third Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. to enable the stockholders to call a special meeting of stockholders, eliminate certain inoperative provisions and add certain customary provisions.	See page 99	The Board of Directors recommends a vote "FOR" this proposal.


Proposal Five: Approve Amendment to 2011 Employee Stock Purchase Plan The Board has approved, and is submitting to stockholders for approval, an amendment to the 2011 Employee Stock Purchase Plan to provide 25 million additional shares to be used for future purchases by employees.	See page 101	The Board of Directors recommends a vote "FOR" this proposal.



92% (12 of 13) Director Independence			4 years Average Tenure of Independent Directors


92% (11 of 12) of the Independent Directors joined WBD since 2022



Director and Committee Independence			■12 of 13 directors are independent ■Board committees - Audit, Compensation, Nominating and Corporate Governance - fully independent
Board Accountability and Leadership			■Annual election of directors effective this 2025 Annual Meeting ■Independent Board Chair ■Annual Board and Committee evaluation processes
Board Refreshment			■Balance of new and experienced directors, with tenure of independent directors, including our director nominee, averaging 4 years ■Added 10 new independent directors since 2022, with another independent director nominated for election at the 2025 Annual Meeting ■With Dr. Malone not standing for re-election and the nomination of Mr. Levy for election by our stockholders at the 2025 Annual Meeting, our board size will remain 13 directors following the 2025 Annual Meeting
Stockholder Rights			■Single class of common stock with one vote per share ■No stockholder rights plan or "poison pill" ■Supermajority provisions in Second Restated Certificate of Incorporation expire at 2025 Annual Meeting ■Stockholders will, subject to approval of Proposal Four, have the right to call a special meeting
Risk Mitigation			■Comprehensive Clawback policy for cash and equity incentives triggered by financial statement restatements resulting from fraud or intentional misconduct ■Robust stock ownership guidelines for Named Executive Officers and non-executive directors ■Insider Trading Policy covers directors, officers and all employees



			Our executive compensation programs are designed to implement our pay-for-performance compensation philosophy, as follows: ■Align Interests: ensure a strong alignment of the interests of our stockholders and employees; ■Pay for Performance: design incentives that are earned in line with short-term and long-term performance; ■Reward Competitively: pay competitively, across salary grades and geographies; and ■Attract and Retain World-Class Talent: retain high-performing individuals whose actions create long-term stockholder value.



			Proposal One Election of Directors
						The Warner Bros. Discovery, Inc. Board of Directors recommends a vote "FOR" the election of the nominated directors.


Samuel A. Di Piazza, Jr. Independent Board Chair


Committee Memberships: ■Audit Committee Director Since: 2022 Age: 74 Education: ■University of Alabama, BS ■University of Houston, MS									Qualifications and Expertise Provided to Our Board ■Mr. Di Piazza brings significant executive management experience gained through leading PwC, a complex professional services organization with global business operations that serve clients around the world. Mr. Di Piazza provides an important perspective to our Board, as WBD serves audiences and consumers around the world. ■In his role at Citigroup, Mr. Di Piazza advised many of its largest global clients, overseeing significant financial transactions and strategies to manage and mitigate financial risks. His expertise in financial reporting, accounting, tax and risk management provides our Board with valuable insights as it oversees risk management at WBD. ■Mr. Di Piazza brings extensive knowledge of WBD’s industry from his board experience at several leading public telecommunications and media companies, including DirecTV and AT&T. Professional Highlights ■Vice Chairman of Global Corporate and Investment Bank, Citigroup, a financial services and investment bank (2011 to 2014) ■Global CEO, PricewaterhouseCoopers International Limited, a global leader in audit, tax and advisory services (2002 until his retirement in 2009) ■Various leadership roles including Senior Partner, PricewaterhouseCoopers (PwC, formerly Coopers & Lybrand) (1973 to 2002) Other Public Company Directorships: ■ProAssurance Corporation (since 2014) Prior Public Company Directorships (past five years): ■Regions Financial Corporation (2016 to 2023) ■Jones Lang LaSalle Incorporated (2015 to 2023) ■AT&T, Inc. (2015 to 2022)


Richard W. Fisher Independent Director


Committee Memberships: ■Compensation Committee ■Nominating and Corporate Governance Committee Director Since: 2022 Age: 76 Education: ■Harvard University, BA ■Stanford University, MBA									Qualifications and Expertise Provided to Our Board ■Mr. Fisher is an established expert and thought leader on complex economic issues, monetary policy, global markets and regulatory frameworks, which is a significant asset to our Board at a time when international expansion is a driver of the Company’s strategy. He contributes to the Board his deep understanding of macroeconomic and geopolitical trends, and associated evolution of financial and operational risks. ■Mr. Fisher is uniquely positioned to enhance the Board’s risk oversight having served as the chair of the Federal Reserve IT Oversight Committee for the 12 Federal Reserve Banks. He implemented the first system-wide Chief Information Officer oversight structure, which enabled him to gain a deep understanding of best practices for managing system-wide information technology architecture and cybersecurity risks. Professional Highlights ■Senior Advisor to Jefferies, a leading full-service investment banking and capital markets firm (since 2024) ■Senior Advisory to Barclays Plc, a multinational financial services company (2015 to 2024) ■President and CEO of the Federal Reserve Bank of Dallas, one of the 12 Federal Reserve Banks in the U.S. (2005 to 2015) ■Vice Chairman and Managing Partner to Kissinger McLarty Associates, an international geopolitical consulting firm (2001 to 2005) ■Deputy U.S. Trade Representative, with rank of Ambassador at the Office of the United States Trade Representative, a division of the Executive Office of the President responsible for developing and coordinating U.S. international trade (1997 to 2001) Other Public Company Directorships: ■Tenet Healthcare (since 2017) Prior Public Company Directorships (past five years): ■Beneficient Company Group (2023 to March 2024) ■AT&T Inc. (2015 to 2021) ■PepsiCo, Inc. (2015 to 2021)


Paul A. Gould Independent Director


Committee Memberships: ■Compensation Committee (Chair) ■Nominating and Corporate Governance Committee Director Since: 2008 Age: 79 Education: ■Farleigh Dickinson University, BA									Qualifications and Expertise Provided to Our Board ■Mr. Gould contributes extensive financial and risk management expertise gained from his service in the investment banking industry. There, he successfully managed the expansion of Allen & Company’s investment portfolio through comprehensive financial and risk management strategies, which experience strengthens Board oversight of WBD’s capital allocation strategy and international expansion initiatives. ■In addition to his track record of providing financial counsel on large-scale M&A transactions in the media and entertainment industries, his former service as a director of Discovery Holding Company (prior to its merger with Discovery, Inc.) provides Mr. Gould with valuable industry perspectives that are critical for effective Board oversight of the Company’s multi-faceted brands and operations. Professional Highlights ■Executive Vice President and Managing Director of Allen & Company Incorporated, an investment banking services company (various roles since 1972) ■Member of Advisory Committee, International Monetary Fund (since 2006) ■Member of Board of Fellows and Business and Finance Committee, Weill Cornell Medical College (since 2011) ■Chair of Investment Committee, Wildlife Conservation Society (since 2017) Other Public Company Directorships: ■Liberty Latin America, Ltd. (since 2017) ■Liberty Global Ltd. (since 2005) Prior Public Company Directorships (past five years): ■Radius Global Infrastructure, Inc. (2020 to 2023)


Debra L. Lee Independent Director


Committee Memberships: ■Compensation Committee Director Since: 2022 Age: 70 Education: ■Brown University, BA ■Harvard University, Kennedy School of Government, MA ■Harvard University School of Law, JD									Qualifications and Expertise Provided to Our Board ■As former CEO of BET Networks, Ms. Lee led the evolution of the organization’s innovative content strategies to appeal to changing consumer preferences and its transition into digital and multiplatform content offerings. Her depth of executive management, strategy, and risk management experience augments Board oversight of the dynamic operating environment the Company faces. ■Having founded organizations focused on gender and race equity and human rights, Ms. Lee provides valuable perspectives to WBD’s efforts to foster a high-performance culture and world-class talent programs. ■Her role as a media executive, combined with her public board experience at global consumer-facing brands, provides a crucial perspective to the Board. Professional Highlights ■Chairman and CEO, BET Networks (2006 until her retirement in 2018) ■President and CEO, (2005 to 2006), President and Chief Operating Officer (1995-2005), and EVP and General Counsel (1986-1995), BET Networks ■Co-Founder and Partner, The Monarchs Collective, a management consulting firm (since 2020) ■Founder and Chair, Leading Women Defined Foundation, a nonprofit education and advocacy organization in Los Angeles, CA (since 2009) Other Public Company Directorships: ■The Procter & Gamble Company (since 2020) ■Marriott International, Inc. (since 2004) Prior Public Company Directorships (past five years): ■Burberry Group plc (2019 to 2024) ■AT&T Inc. (2019 to 2022) ■Twitter, Inc. (2016 to 2019)


Joseph M. Levin Independent Director


Committee Memberships: ■Nominating and Corporate Governance Committee Director Since: February 2025 Age: 45 Education: ■University of Pennsylvania, BS, BAS									Qualifications and Expertise Provided to Our Board ■Mr. Levin brings over two decades of mergers and acquisitions, strategy and senior leadership experience to the Board, rooted in his successful career at IAC Inc. where he oversaw the constant evolution of the company. Mr. Levin’s extensive experience in navigating complex corporate transformations, both as a CEO and as a director, makes him an invaluable asset to the Board as WBD continues to evolve following the acquisition and integration of the WarnerMedia business. ■Mr. Levin’s deep background in digital and media commerce and demonstrated experience adapting to a changing digital landscape provides a crucial perspective during a time when the media and entertainment industries in which we operate continues to evolve. Professional Highlights ■Executive Chairman (since 2025), CEO (2022 to 2024), Angi Inc., a leading platform for home services ■CEO (2015 to 2025), CEO of Search & Applications (2012 to 2015), multiple roles (2003 to 2012), IAC Inc., a media and internet holding company ■CEO of Mindspark Interactive Network (2009 to 2012) Other Public Company Directorships: ■Angi Inc. (since 2017) ■MGM Resorts International (since 2020) Prior Public Company Directorships (past five years): ■IAC Inc. (2015 to 2025) ■Vimeo, Inc., Chairman (2021 to 2023) ■Match Group, Inc. (2015 to 2022)


Anton J. Levy New Independent Director Nominee


Committee Memberships: ■None Age: 50 New Independent Director Nominee Education: ■University of Virginia, BS ■Columbia University, MBA									Qualifications and Expertise Provided to Our Board ■Mr. Levy brings expertise in global technology investment and digital growth strategies and an exceptional track record of value creation, developed over a 27-year career at General Atlantic, culminating as Co-President & Global Head of Technology. At General Atlantic, he played a significant role in shaping the firm’s investment strategies and expanding its global presence, leading the firm’s investments in transformative technology companies such as Airbnb, Alibaba Group, Crowdstrike, Facebook, Klarna AB, Mercado Libre, Slack, Snapchat, Squarespace and Uber. ■Mr. Levy’s deep understanding of scaling digital businesses, navigating technological shifts, and driving global growth, combined with high-level committee experience at General Atlantic and public board service, strengthens the Board's capacity to oversee WBD’s digital strategy, technology investments, and long-term value creation in the evolving media landscape. Professional Highlights ■Co-President, Managing Director, and Global Head of Technology, General Atlantic Service Co. LP, a leading global growth equity firm. (1998 to 2025) ■Director, Squarespace, Inc., a website building and hosting company (2014 to 2024) Other Public Company Directorships: ■None Prior Public Company Directorships (past five years): ■Squarespace, Inc. (2021 to 2024)


Kenneth W. Lowe Independent Director


Committee Memberships: ■Audit Committee ■Compensation Committee Director Since: 2018 – 2022; 2023 Age: 75 Education: ■University of North Carolina at Chapel Hill, BA									Qualifications and Expertise Provided to Our Board ■Having previously served as CEO of Scripps Networks for over two decades, Mr. Lowe is a highly accomplished senior executive with a track record of building content and lifestyle brands as well as integrating and growing global media companies. His experience helps drive Board discussions around strategy and strengthens Board oversight of management’s execution. ■Mr. Lowe’s prior tenure on the Discovery board (2018 to 2022) during a period of transformation following the Scripps Networks acquisition provides the Board with a unique perspective as it navigates a period of transformation and growth following the WarnerMedia Transaction. Professional Highlights ■Chairman, President and CEO, Scripps Networks Interactive, Inc. (2008 until the 2018 merger with Discovery, Inc.) ■President and CEO, The E.W. Scripps Company (2000 to 2008) ■Chairman, CEO and various other roles, Scripps Networks (1980 to 2000) Other Public Company Directorships: ■None Prior Public Company Directorships (past five years): ■None


Fazal F. Merchant Independent Director


Committee Memberships: ■Audit Committee ■Nominating and Corporate Governance Committee Director Since: 2022 Age: 52 Education: ■University of Texas at Austin, BA ■Indiana University, MBA									Qualifications and Expertise Provided to Our Board ■Mr. Merchant’s expertise in financial reporting and controls, financial strategy and capital markets acquired by over three decades of corporate finance and investment banking experience, strengthens the Board’s oversight of the Company’s financial reporting and controls, strategy, and capital allocation. His previous and current experience as CFO of media and technology companies also provides a unique and important perspective. ■Further, Mr. Merchant’s technology and cybersecurity experience and industry-specific expertise, gained during his service at Tanium, Inc. and multiple other media and technology companies, enriches the Board’s oversight of technology and cybersecurity risks. Professional Highlights ■President and CFO to Wiz, a cloud security company (since 2025) ■Senior Advisor, Sixth Street Partners, a global investment firm (since 2023) ■Co-CEO, Tanium, Inc. a subscription-based global cybersecurity and IT management company (2019 until his retirement in 2020) and COO & CFO (2017 to 2019) ■CFO, DreamWorks Animation SKG, an animation studio (2014 to 2016) ■Several executive roles including SVP Corporate Development, Corporate Treasurer, and CFO of Latin America, DirecTV (2012 to 2014) Other Public Company Directorships: ■Ryman Hospitality Properties (since 2017) Prior Public Company Directorships (past five years): ■Meritor, Inc. (2020 to 2022)


Anthony J. Noto Independent Director


Committee Memberships: ■Nominating and Corporate Governance Committee Director Since: January 2025 Age: 57 Education: ■United States Military Academy, BS ■University of Pennsylvania, MBA									Qualifications and Expertise Provided to Our Board ■As CEO of SoFi Technologies, Inc., Mr. Noto led its transformation from a student loan refinancing startup into a diversified, comprehensive financial services platform, attracting more users and investors. Mr. Noto’s strategic leadership experience as CEO, CFO and COO provides a unique and necessary perspective to Board discussions as WBD competes in a crowded and complicated consumer-focused industry. ■Mr. Noto’s deep understanding of media, technology and internet industries, coupled with his demonstrated experience leading innovative technology companies in significant and strategic acquisitions, is instrumental in guiding our corporate strategy. Professional Highlights ■CEO, SoFi Technologies, Inc., a large-cap digital financial services company (since 2018) ■Chief Operating Officer (2016 to 2017) and Chief Financial Officer (2014 to 2017), Twitter (now known as X), a leading digital / media information network ■Partner, Global TMT Investment Banking, Goldman Sachs, a multinational investment bank (2010 to 2014); Co-Head, Global TMT Investment Banking (2011 to 2014) Other Public Company Directorships: ■SoFi Technologies, Inc. (since 2021) ■Franklin Resources, Inc. (since 2020) Prior Public Company Directorships (past five years): ■None


Paula A. Price Independent Director


Committee Memberships: ■Audit Committee (Chair) Director Since: 2022 Age: 63 Education: ■DePaul University, BS ■University of Chicago, MBA									Qualifications and Expertise Provided to Our Board ■Ms. Price’s broad finance, accounting, management, and strategy experience, acquired through more than 30 years in corporate financial leadership roles, including responsibility for leading Macy’s transformational growth strategy and guiding the company’s financial restructuring, enhances Board oversight of the Company’s consumer-focused strategy. ■In addition, Ms. Price’s extensive experience as a CFO of public companies operating global businesses in complex risk environments is particularly valuable to the Audit Committee’s oversight of internal controls over financial reporting and accounting. Professional Highlights ■EVP and CFO, Macy’s, Inc., an omni-channel retail company (2018 to 2020) ■Senior Lecturer, Harvard Business School (2014 to 2018) ■EVP and CFO, Ahold USA, a US grocery retailer (2009 to 2014) ■SVP, Controller and Chief Accounting Officer, CVS Caremark, an integrated pharmacy services provider (2006 to 2009) ■Certified Public Accountant Other Public Company Directorships: ■Mondelez International (since 2024) ■Bristol Myers Squibb (since 2020) ■Accenture plc (since 2014) Prior Public Company Directorships (past five years): ■DaVita Inc. (2020 to 2022) ■Western Digital Corporation (2014 to 2019; 2020 to 2022)


Daniel E. Sanchez Independent Director


Committee Memberships: ■Audit Committee Director Since: 2017-2022; 2024 Age: 62 Education: ■University of Hartford, BA ■Boston University School of Law, JD ■Temple University School of Law, LLM									Qualifications and Expertise Provided to Our Board ■Mr. Sanchez is a seasoned public company director in the media industry, having served on the boards of numerous content and distribution companies. He contributes to the Board deep insights on the unique challenges, evolving consumer preferences and strategic initiatives impacting our industry, which enhances Board oversight in assessing potential strategic and operational challenges the Company may face. ■Mr. Sanchez also brings to the Board legal, regulatory and tax expertise acquired through over 30 years of experience as an attorney, having represented a wide variety of business clients and advised on a broad range of issues within evolving tax and regulatory frameworks. ■Mr. Sanchez’s prior service on the Discovery board (2017 to 2022) also provides the Board with his unique perspective and institutional knowledge. Professional Highlights: ■Private law practice, focused on tax planning and non-litigation areas (1990 until his retirement in 2021) Other Public Company Directorships: ■Liberty Latin America Ltd. (since 2019) ■Liberty Global Ltd. (since 2022) Prior Public Company Directorships (past five years): ■Lions Gate Entertainment Corp. (2018 to 2022) Mr. Sanchez is the nephew of John C. Malone, who is currently a director and will become the Chair Emeritus as of the 2025 Annual Meeting.


Geoffrey Y. Yang Independent Director


Committee Memberships: ■Compensation Committee Director Since: 2022 Age: 66 Education: ■Princeton University, BSE ■Stanford University, MBA									Qualifications and Expertise Provided to Our Board ■As a seasoned venture capital investor of cutting-edge transformative internet and media platforms, and data and network security solutions, Mr. Yang has provided strategic guidance to companies at all stages of a business lifecycle in the media and entertainment industries. Mr. Yang brings to the Board his knowledge of large-scale investments, capital markets, portfolio and risk management, and financial reporting. This enhances the Board’s oversight of WBD’s growth strategy and risk management by providing a perspective through the lens of an investor. ■As a co-founder of Redpoint Ventures, Mr. Yang gained extensive industry experience through his investments in media and entertainment companies. His service on the boards of several Redpoint portfolio companies and executive leadership roles enables him to provide valuable insights into consumer preferences and industry trends. Professional Highlights ■Founding Partner, Managing Director, Redpoint Ventures, a global private equity and venture capital firm (since 1999) ■Founder, CEO and Director, Performance Health Sciences (d/b/a Apeiron Life), a health services business (since April 2018) ■Chair, United States Olympic and Paralympic Foundation, the philanthropic arm of the United States Olympic and Paralympic Committee (Chair since 2023; Vice Chair from 2017 to 2022; Director since 2013) ■Cofounder and CEO, The Odds, LLC, a seed stage company (since 2022) ■Cofounder, Director and former CEO, Sake Ono, LLC, a seed stage company (since 2022) ■General Partner with Institutional Venture Partners, a private equity investment firm (1987 to 1999) Other Public Company Directorships: ■Franklin Resources, Inc. (since 2011) Prior Public Company Directorships (past five years): ■AT&T Inc. (2016 to 2022) ■Liberty Media Acquisition Corporation (2021 to 2022)


David M. Zaslav President and Chief Executive Officer of Warner Bros. Discovery, Inc.


Committee Memberships: None Director Since: 2008 Age: 65 Education: ■Binghamton University, BS ■Boston University School of Law, JD									Qualifications and Expertise Provided to Our Board ■Mr. Zaslav’s deep operational and leadership experience in the media industry, highlighted by his vision and execution of the formation of WBD in 2022, is critical to the execution of the Company’s strategic plan to protect and create stockholder value. ■Mr. Zaslav’s ability to add insights as he sets WBD strategy and oversees WBD operations, informed by his experience leading the legacy Discovery business since 2006 and driving the organization’s strategic growth, operational efficiency and its pivot to direct-to-consumer, is a significant asset to our Board. Professional Highlights ■President and CEO, Warner Bros. Discovery, Inc. (Since WarnerMedia Transaction closed on April 8, 2022) ■President and CEO, Discovery, Inc. (January 2007 until closing of WarnerMedia Transaction) ■President, Cable & Domestic Television and New Media Distribution of NBC Universal, Inc. ("NBC") (2006) ■EVP of NBC, and President of NBC Cable (1999 to May 2006) Other Public Company Directorships: ■Grupo Televisa S.A.B. (since 2015) ■Sirius XM Holdings Inc. (since 2013) Prior Public Company Directorship (past five years): ■Lions Gate Entertainment Corp. (2015 to 2021)




			■our Board’s responsibility is to oversee the management of Warner Bros. Discovery and to help ensure that the interests of the stockholders are served; ■a majority of the members of our Board shall be independent directors; ■the independent directors meet at least twice a year in executive session; ■directors have access to senior management and, as necessary and appropriate, independent advisors; ■all directors are encouraged to participate in continuing director education on an ongoing basis; and ■our Board and its committees will conduct annual evaluation processes to determine whether they are functioning effectively.




			■should have a reputation for integrity, honesty and adherence to high ethical standards; ■should have demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company; ■should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees; ■should understand the sometimes-conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, regulatory authorities, creditors and the general public, and should act in the interests of all stockholders; and ■shall not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director.




			■the nature of the related person’s interest in the transaction; ■the approximate total dollar value of, and extent of the related person’s interest in, the transaction; ■whether the transaction would be undertaken in our ordinary course of business; ■whether the transaction is proposed to be entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party; and ■the purpose of, and potential benefits to the Company of, the transaction.




	Board of Directors
■has an active role, as a whole and at the committee level, in overseeing risk management ■regularly discusses with senior management the Company's competitive positioning, long term strategic plans and key priorities ■oversees management succession planning




Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
■financial reporting ■internal controls ■cybersecurity and information technology ■data privacy ■sustainability reporting and disclosures ■compliance and ethics	■incentive compensation plans ■CEO and other executive officer compensation ■other employee benefit and compensation arrangements	■corporate governance ■Board composition, independence and potential conflicts of interest ■CSR and sustainability initiatives and strategies ■director succession planning


Board Service Compensation
Annual Cash Retainer
Board Chair	$	300,000
Board Member	$	125,000
Annual Equity Grant (Restricted Stock Units)
Board Chair	$	220,000
Board Member	$	220,000


Committee Service Compensation
Annual Cash Retainer
Audit Committee Chair	$	40,000
Audit Committee Member	$	20,000
Compensation Committee Chair	$	35,000
Compensation Committee Member	$	20,000
Nominating and Corporate Governance Committee Chair	$	25,000
Nominating and Corporate Governance Committee Member	$	10,000


2025 Board Service Compensation (adopted December 2024)
Annual Cash Retainer
Board Chair	$	280,000
Board Member	$	105,000
Annual Equity Grant (Restricted Stock Units)
Board Chair	$	240,000
Board Member	$	240,000


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)		Total ($)
L. Chen	135,000		221,610		51,616	(5)	408,226
S. Di Piazza	320,000	(3)	221,618	(4)	—		541,618
R. Fisher	155,000		221,610		36,030	(6)	412,640
P. Gould	170,000		221,610		—		391,610
D. Lee	145,000		221,610		55,848	(7)	422,458
K. Lowe	165,000		221,610		27,551	(8)	414,161
J. Malone	150,000		221,610		—		371,610
F. Merchant	155,000		221,610		80,514	(9)	457,124
S. Miron	36,250	(2)	—		—		36,250
S. Newhouse	33,750	(2) (3)	—		—		33,750
P. Price	165,000		221,610		63,988	(10)	450,598
D. Sanchez	31,250	(2)	163,200		—		194,450
G. Yang	145,000		221,610		27,586	(11)	394,196


Name			Unvested RSUs
L. Chen			26,700
S. Di Piazza			26,700
R. Fisher			26,700
P. Gould			26,700
D. Lee			26,700
K. Lowe			26,700
J. Malone			26,700
F. Merchant			26,700
P. Price			26,700
D. Sanchez			20,000
G. Yang			26,700



			Proposal Two Ratification of Appointment of Independent Registered Public Accounting Firm
						The Warner Bros. Discovery, Inc. Board of Directors recommends a vote "FOR" the ratification of the appointment of PwC as Warner Bros. Discovery’s independent registered public accounting firm for the fiscal year ending December 31, 2025.


	2024		2023
Audit fees(1)	$	26,231,000		$	27,025,000
Audit related fees(2)	85,730			175,000
Tax fees(3)	1,020,500			3,757,000
All other fees(4)	7,725			40,000
Total fees	$	27,344,955		$	30,997,000


CEO Target Compensation Mix						Other NEOs Target Compensation Mix