Warner Bros. Discovery stockholders rejected executive pay in a 2025 advisory vote, 1.06 billion votes against to 724 million for
At Warner Bros. Discovery's annual meeting on Jun 2, 2025, stockholders did not approve the 2024 pay of its named executive officers in a non-binding advisory vote, known as say-on-pay: 1,063,214,128 votes were against, 724,453,004 for and 5,690,089 abstained. They also approved a restated certificate of incorporation that, among other things, let stockholders owning 20% or more of the voting power call a special meeting if they met other requirements, including a one-year holding period, and an amendment that added 25 million shares to those available under the employee stock purchase plan. Stockholders also elected all 13 director nominees to one-year terms. The 8-K, a US company's report of a material event, was filed on Jun 3, 2025 and is on the SEC's EDGAR site.1,2,3,4,5,6,7
How each figure was checked
- the say-on-pay vote on 2024 compensation was not approved2024 compensation of the named executive officers not approvedSEC EDGAR, Warner Bros. Discovery Form 8-K filed Jun 3, 2025 ↗
- the say-on-pay vote counts: votes for, against, abstentions, broker non-votesFor 724,453,004; Against 1,063,214,128; Abstentions 5,690,089SEC EDGAR, Warner Bros. Discovery Form 8-K filed Jun 3, 2025 ↗
- the day the annual meeting was heldJune 2, 2025SEC EDGAR, Warner Bros. Discovery Form 8-K filed Jun 3, 2025 ↗
- the Third Restated Certificate lets stockholders with 20% or more of the voting power call a special meeting after a one-year holding period20% or more of the voting power; one (1) year holding periodSEC EDGAR, Warner Bros. Discovery Form 8-K filed Jun 3, 2025 ↗
- the stockholders approved an amendment to the 2011 Employee Stock Purchase Plan that adds shares25 million sharesSEC EDGAR, Warner Bros. Discovery Form 8-K filed Jun 3, 2025 ↗
- stockholders elected all thirteen director nominees to one-year termsthirteen director nominees; one-year termSEC EDGAR, Warner Bros. Discovery Form 8-K filed Jun 3, 2025 ↗
- the day the 8-K was filedJun 3, 2025
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The record
- Company
- Warner Bros. Discovery (CIK 1437107)
- Form
- 8-K
- Accession
- 0001437107-25-000102
- Filed
- Jun 3, 2025
- Period of report
- Jun 2, 2025
- Items
- 5.02 Officers, directors or their pay, 5.03 Charter, bylaws or fiscal year change, 5.07 Shareholder vote
About Warner Bros. Discovery
Warner Bros. Discovery page →- Studios
- Warner Bros. Games
- Games
- Gotham Knights, Hogwarts Legacy, LEGO Batman: Legacy of the Dark Knight, Mortal Kombat 1, Mortal Kombat Mobile, Suicide Squad: Kill the Justice League
- Open roles
- No public hiring feed we can read
- Layoffs, 12 months
- No WARN notices in the US states we read
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