Warner Bros Discovery : 2024 Annual Meeting of Stockholders 2024 Proxy Statement

Letter to our Stockholders

April 19, 2024

Dear Fellow Stockholders,

Samuel A. Di Piazza, Jr.

Board Chair

Warner Bros. Discovery, Inc.

We look forward to welcoming you to our Annual Meeting on June 3, 2024, at 10:00 a.m. ET. This year's virtual meeting may be accessed at www.virtualshareholdermeeting.com/WBD2024.

In just its second year, Warner Bros. Discovery has made meaningful strides towards achieving its strategic, operational and financial goals. The Board's focus has been to support David and our leadership team in pursuing WBD's strategic priorities and positioning the Company on a solid pathway to growth. Together, we have placed continued emphasis on making sure we maintain the critical balance between appropriately investing in the requisite core capabilities and paying down debt, and we are encouraged by the progress made in what is an especially tough media environment.

There, of course, remains much work to be done. Among the challenges David and the team are focused on are managing the secular trends impacting linear television and the advertising headwinds facing the entire industry. While we know there are no simple solutions, the Board shares their confidence in the Company's ability to navigate these and other hurdles, grow the business, and drive long-term value for you, our fellow stockholders.

We are especially proud of the significant steps the team took over the past year to achieve our leverage target and generate substantial free cash flow, recognizing these are critical to growth. As we look ahead to the balance of the year and our key investment areas, namely storytelling and technology, we see great opportunity to expand WBD's global reach and creative impact, particularly through the Company's strategic priority for this year and next, the global roll-out of Max.

Additionally, the Board and the leadership team are pleased to continue to deliver on stockholders' desire for greater transparency around our policies and practices. WBD's inaugural Sustainability Report was published earlier this month, and includes information on WBD's environmental, social and governance objectives and achievements.

We are excited for all that's in store for Warner Bros. Discovery this year, and, as always, appreciate your continued, strong support.

Sincerely,

Samuel A. Di Piazza, Jr.

Board Chair

Warner Bros. Discovery, Inc.

2024 PROXY STATEMENT

3

Notice of 2024 Annual Meeting of Stockholders

To Warner Bros. Discovery Stockholders:

You are cordially invited to attend, and notice is hereby given of, the 2024 Annual Meeting of Stockholders, or 2024 Annual Meeting, of Warner Bros. Discovery, Inc. to be held virtually at www.virtualshareholdermeeting.com/ WBD2024 on Monday, June 3, 2024 at 10:00 a.m. ET. To attend the virtual meeting, you will need to log in to www.virtualshareholdermeeting.com/ WBD2024 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. The 2024 Annual Meeting will be held for the following purposes:

Date and time: Monday, June 3, 2024

at 10:00 AM, Eastern Time

Virtual web conference: www.virtualshareholder meeting.com/WBD2024

Record date:

April 4, 2024

Items of Business:

1

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

	each director	Page 18
FOR
nominee

4

2

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

	Page 43
FOR

5-7

3

To vote on an advisory resolution to approve the 2023 compensation of our named executive officers, commonly referred to as a "Say on Pay" vote.

	Page 89
FOR

To approve the Amended and Restated Warner Bros. Discovery, Inc. Stock Incentive Plan.

	Page 90
FOR

To vote on the 3 stockholder proposals described in the accompanying proxy statement, if properly presented at the meeting.

	Page 102
AGAINST

The stockholders will also act on any other business that may properly come before the 2024 Annual Meeting or adjournments thereof.

The close of business on April 4, 2024 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 2024 Annual Meeting and any postponement or adjournment thereof. A complete list of registered stockholders entitled to vote at the 2024 Annual Meeting will be available for inspection by stockholders during the entirety of the 2024 Annual Meeting at www.virtualshareholdermeeting.com/WBD2024. Further information about how to attend the 2024 Annual Meeting online, vote your shares before or during the 2024 Annual Meeting and submit questions online during the 2024 Annual Meeting is included in the accompanying proxy statement.

By Order of the Board of Directors,

Tara L. Smith

Executive Vice President & Corporate Secretary

Global Head of ESG

April 19, 2024

This proxy statement, our proxy card and our Annual Report on Form 10-K for the year ended December 31, 2023 were first made available to stockholders on or about April 19, 2024.

If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, INNISFREE M&A INCORPORATED, at 1 [phone](toll-free from the U.S. and Canada), or [phone] (from other locations).

4

Table of Contents

Proxy Statement Summary	6
Proxy Voting Roadmap	6
Our Board of Directors	8
Board Snapshot	9
Corporate Governance Highlights	10
Sustainability Highlights	12
Our Performance in 2023	13
2023 Executive Compensation	15

Proposal 1: Election of Directors	18
Our Board of Directors	18
Director Skills, Experience and Diversity Matrix	18
Nominees for Election	21
Class III Directors with Initial Terms Expiring in 2025	27

Corporate Governance	29
Corporate Governance Guidelines	29
Board Leadership Structure	29
Director Independence	30
Director Nomination Process	30
Evaluations of Board Performance	31
Transactions with Related Persons	32
Board Role in Risk Oversight	33
Sustainability at WBD	34
Board Role in Human Capital Management	35
Director Orientation and Continuing Education	35
Code of Ethics	35
Stockholder Communication with Directors	35
Board Meetings and Committees	36
Director Compensation	40
Audit Matters	43
Proposal 2: Ratification of Appointment	43
of Independent Registered Public
Accounting Firm
Audit Firm Fees and Services	44
Audit Committee Pre-Approval Procedures	44
Audit Committee Report	45

Executive Compensation	46
Compensation Committee Report	46
Compensation Discussion and Analysis	46
Executive Summary	47
2023 Executive Compensation Payouts	48
Compensation Philosophy & Practices	49
Compensation Decision Making	50
NEO Compensation in 2023	55
Other Compensation-Related Matters	71
Executive Compensation Tables	73
Proposal 3: Advisory Vote to Approve	89
Named Executive Officer Compensation
("Say on Pay")
Other Matters	90
Proposal 4: Approval of Amended and	90
Restated Warner Bros. Discovery, Inc. Stock
Incentive Plan
Proposal 5: Stockholder Proposal Report on	102
Use of AI
Proposal 6: Stockholder Proposal Adopt a	106
Shareholder Right to Call a Special
Shareholder Meeting
Proposal 7: Stockholder Proposal Corporate	109
Financial Sustainability
Securities Authorized for Issuance under Equity	113
Compensation Plans
Stock Ownership	114
2024 Annual Meeting Information - Frequently	118
Asked Questions
Additional Information	123
Appendix A	125
Appendix B	139
Appendix C	140

2024 PROXY STATEMENT

5

Proxy Statement	Proposal 1	Corporate	Audit	Executive	Other	Additional	Appendices
Summary		Governance	Matters	Compensation	Matters	Information

Proxy Statement Summary

The Board of Directors (the "Board") of Warner Bros. Discovery, Inc. (the "Company," "we," "us," "our" "Warner Bros. Discovery" or "WBD") is furnishing this proxy statement and soliciting proxies in connection with the proposals to be voted on at the Warner Bros. Discovery 2024 Annual Meeting of Stockholders, or our 2024 Annual Meeting, and any postponements or adjournments thereof. This summary highlights certain information contained in this proxy statement but does not contain all of the information you should consider when voting your shares. Please read the entire proxy statement carefully

before voting.

Proxy Voting Roadmap

The following proposals will be voted on at the 2024 Annual Meeting:

	For more
Proposal	information	Recommendation

Proposal One: Election of Directors

Eight director nominees will be voted on at the meeting, each to serve a one-year term. The Board and the Nominating and Corporate Governance Committee believe our nominees possess the skills, experience and qualifications to effectively monitor performance, provide oversight and support management's execution of WBD's strategy.

See page 18

The Board of Directors recommends a vote "FOR" the election of each of the nominated directors.

Director Nominees

Li Haslett	Richard W.	Paul A.	Kenneth W.	John C.	Fazal	Paula A.	David M.
Chen	Fisher	Gould	Lowe	Malone	Merchant	Price	Zaslav

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee has evaluated the performance of PricewaterhouseCoopers LLP ("PwC") and has re-appointed them as our independent registered public accounting firm for the fiscal year ending December 31, 2024. You are requested to ratify the Audit Committee's appointment of PwC.

See page 43

The Board of Directors recommends a vote "FOR" this proposal.

Proposal Three: Advisory Vote on 2023 Executive Compensation ("Say on Pay")

Stockholders are being asked to vote to approve, on a non-binding, advisory basis, our 2023 named executive officer compensation. The Board and the Compensation Committee believe our executive compensation program reflects our commitment to paying

for performance.

See page 89

The Board of Directors recommends a vote "FOR" this proposal.

6

Proxy Statement	Proposal 1	Corporate	Audit	Executive	Other	Additional	Appendices
Summary		Governance	Matters	Compensation	Matters	Information

	For more
Proposal	information	Recommendation

Proposal Four: Approve Amended and

Restated Warner Bros. Discovery, Inc. Stock

Incentive Plan

The Board has approved, and is submitting to stockholders for approval, the Amended and Restated Warner Bros. Discovery, Inc. Stock Incentive Plan to provide 125 million additional shares to be used for future equity grants to WBD employees.

See page 90

The Board of Directors recommends a vote "FOR" this proposal.

Proposal Five:

Stockholder Proposal - Report on Use of AI

Vote on a stockholder proposal submitted by AFL-CIO Equity Index Funds and the NY City Employees' Retirement Systems

See page 102

The Board of Directors recommends a vote "AGAINST" this proposal.

Proposal Six:

Stockholder Proposal - Adopt a Shareholder Right to Call a Special Shareholder Meeting

Vote on a stockholder proposal submitted by Kenneth Steiner.

See page 106

The Board of Directors recommends a vote "AGAINST" this proposal.

Proposal Seven:

Stockholder Proposal - Corporate

Financial Sustainability

Vote on a stockholder proposal submitted by the National Center for Public Policy Research

See page 109

The Board of Directors recommends a vote "AGAINST" this proposal.

2024 PROXY STATEMENT

7

Proxy Statement	Proposal 1	Corporate	Audit	Executive	Other	Additional	Appendices
Summary		Governance	Matters	Compensation	Matters	Information

Our Board of Directors

The following provides summary information about each director nominee and each director whose term will extend beyond the 2024 Annual Meeting. Committee memberships, age and tenure information is shown as of April 4, 2024, the record date for our 2024 Annual Meeting. Tenure is shown in years and includes prior service on the Discovery, Inc. Board of Directors, where applicable.

Committee Membership

AC Audit Committee	CC Compensation Committee	NCGC Nominating and Corporate Governance Committee
Committee Chair	Independent

• Includes prior service on Discovery, Inc. Board of Directors

8

Proxy Statement	Proposal 1	Corporate	Audit	Executive	Other	Additional	Appendices
Summary		Governance	Matters	Compensation	Matters	Information

Board Snapshot

The Warner Bros. Discovery Board of Directors ("Board") is currently comprised of 11 directors. Ten of our 11 directors are independent, including the chair of our Board ("Board Chair"), Samuel A. Di Piazza, Jr. All current members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent and all directors who served on these committees at any time since the 2023 Annual Meeting were independent.

Our Board believes that it is essential that Board members represent diverse backgrounds and viewpoints and includes directors who bring a mix of fresh perspectives and deeper experience. Three of our 11 directors, or 27%, are female and five of our 11 directors, or 45%, are racially or ethnically diverse. In April 2022, upon the closing of the WarnerMedia Transaction, we significantly refreshed the Board with the addition of seven new independent directors.

Additional details on our Board composition are as follows (age and tenure information is shown as of April 4, 2024, the record date for the 2024 Annual Meeting):

Age of Independent Directors

Gender Diversity, Racial/Ethnic Diversity

Independence

Tenure of Independent Directors

2024 PROXY STATEMENT

9

Proxy Statement	Proposal 1	Corporate	Audit	Executive	Other	Additional	Appendices
Summary		Governance	Matters	Compensation	Matters	Information

Corporate Governance Highlights

The WBD Board represents and acts on behalf of WBD stockholders and is committed to sound corporate governance, as reflected through its policies and practices. The Board believes that strong corporate governance is essential to effective fulfillment of its oversight responsibilities and fiduciary duties. The Board has adopted Corporate Governance Guidelines, which provide a framework for effective governance of the Company. You can find a copy of our Corporate Governance Guidelines, along with the charters of the three standing Board committees, and our Amended and Restated Bylaws ("Bylaws") in the Investor Relations section of our corporate website at ir.wbd.com.

Some highlights of WBD's corporate governance include:

Director and Committee	■ 10 of 11 directors are independent
Independence	■ 3 fully independent Board committees: Audit, Compensation, Nominating and
	Corporate Governance
	■ Independent directors meet at least twice a year in executive session
Board Accountability	■ Annual election of directors (beginning at 2025 Annual Meeting of Stockholders)
and Leadership	■ Independent Board Chair
	■ Annual Board and Committee evaluation processes, periodically led by external party
	■ Board access to outside experts and independent consultants as the Board
	deems necessary
Board Refreshment	■ Balance of new and experienced directors, with tenure of independent directors
and Diversity	averaging 4.9 years
	■ Added 7 new independent directors since 2022
	■ 3 of 11 directors are women
	■ 5 of 11 directors are racially or ethnically diverse
	■ Average age of independent directors is 66 years
Stockholder Rights	■ Single class of common stock with one vote per share
	■ No preferred shares outstanding
	■ No stockholder rights plan or "poison pill"
	■ Supermajority provisions in Second Restated Certificate of Incorporation expire at 2025
	Annual Meeting of Stockholders
	■ Annual "Say on Pay" advisory vote
Director Engagement	■ All incumbent directors attended at least 92% of Board and Committee meetings in
	2023 and all directors attended the 2023 Annual Meeting of Stockholders
	■ Annual stockholder outreach efforts led by Board Chair, with other Committee Chairs
	participating, as appropriate
	■ Stockholder ability to contact directors
Director Access and Robust	■ Significant interaction with senior business leaders through regular business reviews
Succession Planning	and Board presentations
	■ Directors have access to senior management and other employees
	■ Annual Board agenda item dedicated to succession planning, with interim discussions
	as necessary

10

Proxy Statement	Proposal 1	Corporate	Audit	Executive	Other	Additional	Appendices
Summary		Governance	Matters	Compensation	Matters	Information

Comprehensive Clawback and Anti-Hedging Policies

• Clawback policy that requires recoupment of erroneously awarded incentive-based compensation following a financial statement restatement.
• Additional clawback provisions in equity grant documents that permit the Company to recoup equity compensation upon a material financial statement restatement resulting from fraud or intentional misconduct
• Insider Trading Policy prohibits all directors, officers and employees from:
• • trading in any public puts, calls, covered calls or other derivative products involving Company securities;
  • engaging in short sales of Company securities; and

	■ hedging without prior consent of our Chief Legal Officer
Stock Ownership	■ Robust stock ownership guidelines for directors and executive officers
	■ CEO required to hold shares equivalent to 6x salary
	■ Other named executive officers are required to hold shares equivalent to 2x salary
	■ Directors required to hold shares equivalent to 5x the cash portion of their annual
	retainer within five years of first joining the Board

Stockholder Engagement on Corporate Governance

During our 2023 engagements with stockholders, we discussed the stockholder proposal presented at the 2023 Annual Meeting of Stockholders relating to the removal of supermajority voting requirements from our governing documents. While the proposal did receive the support of approximately 43% of the votes cast on this proposal at the meeting, it did not receive majority support of the votes cast. In our engagements, stockholders were receptive to the significant governance improvements and enhancements the Board has adopted since April 2022, and took note of the fact that the supermajority provisions contained in our Second Restated Certificate of Incorporation were part of the arm's length negotiations between Discovery, Inc. and AT&T Inc. prior to the closing of the WarnerMedia Transaction and that those provisions would sunset as of our 2025 Annual Meeting of Stockholders. Based on the direct feedback we received from stockholders, the WBD Board determined it was not in the best interests of the Company to adopt the changes called for in the heretofore described stockholder proposal. We look forward to continuing to maintain an open dialogue with our stockholders throughout the year to ensure our corporate governance provisions align with stockholder priorities.

2024 PROXY STATEMENT

11