Table of Contents

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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Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Warner Bros. Discovery, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Letter to our Stockholders

Samuel A. Di Piazza, Jr. Board Chair Warner Bros. Discovery, Inc.
April 19, 2024 Dear Fellow Stockholders, 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		2		3
To elect each of the eight director nominees named herein for a one-year term.		To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.		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.
FOR each director nominee	Page 18	FOR	Page 43	FOR	Page 89
4		5-7
To approve the Amended and Restated Warner Bros. Discovery, Inc. Stock Incentive Plan.		To vote on the 3 stockholder proposals described in the accompanying proxy statement, if properly presented at the meeting.
FOR	Page 90	AGAINST			Page 102

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 (877) 717-3922 (toll-free from the U.S. and Canada), or +1 (212) 750-5833 (from other locations).

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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 of Independent Registered Public Accounting Firm	43
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 Named Executive Officer Compensation ("Say on Pay")	89
Other Matters		90
	Proposal 4: Approval of Amended and Restated Warner Bros. Discovery, Inc. Stock Incentive Plan	90
	Proposal 5: Stockholder Proposal Report on Use of AI	102
	Proposal 6: Stockholder Proposal Adopt a Shareholder Right to Call a Special Shareholder Meeting	106
	Proposal 7: Stockholder Proposal Corporate Financial Sustainability	109
Securities Authorized for Issuance under Equity Compensation Plans		113
Stock Ownership		114
2024 Annual Meeting Information – Frequently Asked Questions		118
Additional Information		123
Appendix A		125
Appendix B		139
Appendix C		140

2024 PROXY STATEMENT 5

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

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:

Proposal					For more 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 Chen	Richard W. Fisher	Paul A. Gould	Kenneth W. Lowe	John C. Malone		Fazal Merchant	Paula A. Price	David M. 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.

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

Proposal	For more 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 Summary Proposal 1 Corporate Governance Audit Matters Executive Compensation Other Matters Additional Information Appendices

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	I	Independent
*	Includes prior service on Discovery, Inc. Board of Directors

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

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 Independence	■10 of 11 directors are independent ■3 fully independent Board committees: Audit, Compensation, Nominating and Corporate Governance ■Independent directors meet at least twice a year in executive session
Board Accountability and Leadership	■Annual election of directors (beginning at 2025 Annual Meeting of Stockholders) ■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 and Diversity	■Balance of new and experienced directors, with tenure of independent directors 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 Succession Planning	■Significant interaction with senior business leaders through regular business reviews 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

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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

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Sustainability Highlights

WBD was proud to publish our inaugural Sustainability Report in April 2024 to provide stockholders and other interested stakeholders with enhanced information about our environmental, social and governance programs. Below are some highlights from our 2024 Sustainability Report.

You can find our 2024 Sustainability Report at esg.wbd.com.

Our People
~6,900 employees participated in development programs	40 hours of immersive leadership DEI training through our Inclusion Journey for Executives
12,000+ hours of tech training completed by employees	Launched Inclusive Storytelling Guide, supporting diverse, equitable, and inclusive storytelling

Our Community
	Launched Corporate Social Responsibility pillars to guide our social impact efforts	41,488 volunteer hours completed by employees	7,343 causes and organizations supported through employee giving and volunteerism

Our Planet
	Established the greenhouse gas emissions inventory for Scope 1 and 2 and five material Scope 3 categories	44,841 MWh of renewable energy generated and purchased in Finland, New Zealand, Poland, the United States, and the United Kingdom with 1,035 MWh generated on-site	40 Environmental Media Association Green Seals, 28 with Gold Seal distinction (EMA’s Green Seal recognition program honors progress in sustainable production)

Governance
	New employees required to complete training on Code of Ethics within first 45 days; all employees required to acknowledge Code of Ethics annually and complete training bi-annually		Completed an ESG materiality assessment to guide our ESG strategy and reporting		Robust cybersecurity program using NIST's cybersecurity framework and other leading industry practices as guidelines

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Our Performance in 2023

About WBD

2023 marked the first full year of operations for Warner Bros. Discovery, following the transformational merger in April of 2022 between Discovery, Inc. ("Discovery") and the WarnerMedia business (the "WarnerMedia Business" or "WarnerMedia") of AT&T Inc. The combination of Discovery and the WarnerMedia Business is referred to in this proxy statement as the "WarnerMedia Transaction".

Warner Bros. Discovery is a premier global media and entertainment company that provides audiences with a differentiated portfolio of content, brands and franchises across television, film, streaming and gaming. Some of our iconic brands and franchises include Warner Bros. Motion Picture Group, Warner Bros. Television Group, DC, HBO, HBO Max, Max, discovery+, CNN, Discovery Channel, HGTV, Food Network, TNT Sports, TBS, TLC, OWN, Warner Bros. Games, Batman, Superman, Wonder Woman, Harry Potter, Looney Tunes, Hanna-Barbera, Game of Thrones, and The Lord of the Rings.

As of December 31, 2023, we classified our operations in three reportable segments:

■Studios: Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to our networks/direct-to-consumer ("DTC") services as well as third parties, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming.

■Networks: Our Networks segment primarily consists of our domestic and international television networks.

■DTC: Our DTC segment primarily consists of our premium pay-TV and streaming services.

More information on our business is available in our Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Form 10-K") which accompanies this proxy statement.

2023 Performance

2023 was a challenging year for WBD and for the media and entertainment industry as a whole. We were impacted by the changing landscape of advertising spending and the continued weakness in the advertising market overall, declines in linear television viewing, increased competition from other traditional media companies and the enhanced presence of large technology companies in the media space, lingering effects of the COVID-19 pandemic on movie-theater attendance, and other general macroeconomic conditions. We also experienced an unprecedented work stoppage in our industry as both the Writers Guild of America ("WGA") and Screen Actors Guild-American Federation of Television and Radio Artists ("SAG-AFTRA") went out on strike for several months during 2023.

Despite these challenges, we delivered strong financial performance in 2023 and progressed against several of our strategic and operational initiatives, including;

■Net loss available to WBD decreased to $(3.1) billion and Adjusted EBITDA increased 12% ex-FX to $10.2 billion, as compared to 2022 on a pro forma combined basis;*

■Delivered solid revenue performance during a challenging year and significantly exceeded our Free Cash Flow guidance;

■Reduced outstanding debt by approximately $5.4 billion during 2023, bringing us to a total of approximately $12.4 billion of outstanding debt repaid since closing the WarnerMedia Transaction;

■Launched Max in the U.S. in May 2023 and prepared for international expansion in 2024, which includes the launch of Max in Latin America in February 2024 and expected launch in EMEA in spring 2024;

■Recorded full-year positive Adjusted EBITDA in our DTC segment, which was aided by the profitable performance of our U.S. DTC business in 2023, ahead of our original expectations;

■Unprecedented successes in our theatrical and gaming businesses, which were supported by cross-functional marketing and promotional campaigns that leveraged WBD's broad portfolio of networks, brands and assets:

■Barbie, the top grossing movie of 2023 and highest grossing movie in the history of Warner Bros. Pictures, and

■Hogwarts Legacy, the best selling game of 2023; and

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■Continued to produce award-winning content at Warner Bros. Television, HBO and Warner Bros. Studios, resulting in 36 primetime Emmy® Awards, as well as six Golden Globe® Awards and one Academy Award®.

*More information on our business and our performance in 2023 is available in our 2023 Form 10-K. A reconciliation of Adjusted EBITDA, which is a non-GAAP measure, to net loss, its most comparable GAAP measure, and additional information regarding "ex-FX," a non-GAAP presentation of results on a constant currency basis, and our pro forma combined financial information for 2022, which present the combined results of the Company and the WarnerMedia Business as if the WarnerMedia Transaction had been completed on January 1, 2021, are available in Appendix C.

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2023 Executive Compensation

Compensation Philosophy

WBD's compensation philosophy is to pay for performance, encourage excellence, retain our high-performing executive talent across the blended organization and reward executives who deliver.

Our executive compensation programs are designed to implement our pay-for-performance compensation philosophy, as follows:

■ensure a strong alignment of the interests of our stockholders and employees;

■pay for performance, both short-term and long-term;

■pay competitively, across salary grades and geographies; and

■apply compensation policies in an internally consistent manner for similarly situated employees and executives.

Pay-For-Performance

The Compensation Committee (the "Committee") seeks to deliver the majority of target total direct compensation for each named executive officer (or "NEO" as defined in the "Compensation Discussion and Analysis" which begins on page 46) in performance-based pay, with the balance between the annual cash bonus and long-term incentive awards determined by the Committee as appropriate for each role. Approximately 94% of the CEO’s target total compensation under his employment agreement is performance based, and approximately 71% of the average 2023 target total compensation of our other NEOs was performance based.

Total Target Compensation Pay Mix

CEO* Other NEOs

*    CEO's 2023 annual cash bonus was required to be paid at target,
per the terms of the CEO's employment agreement.

2024 PROXY STATEMENT 15

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

2023 Stockholder Engagement and Responsiveness

Throughout 2023, we routinely engaged with several of our top stockholders, both during the 2023 proxy season and again during the fall and winter of 2023 following our 2023 "Say on Pay" vote. In response to our 2023 Say on Pay vote outcome, we invited our top 15 stockholders to engage with us. We focused on the top 15 stockholders as our stockholder base is fragmented and our 15 largest stockholders represent approximately 45% of our outstanding shares. We ultimately met with 10 of these stockholders representing approximately 37% of our outstanding shares. Participating in our engagement efforts were our independent Board Chair, Mr. Di Piazza, and our independent Compensation Committee Chair, Mr. Gould, with support from the Company's Investor Relations and Legal Departments.

Contacted top 15 stockholders representing 45% of outstanding shares Engaged with 10 stockholders representing 37% of outstanding shares 100% of engagement meetings attended by independent Board members

Our stockholders conveyed diverse perspectives with regard to our executive compensation program. The majority of our stockholders were aligned with our pay-for-performance philosophy and responded favorably to the compensation-related updates for 2023 disclosed in last year’s proxy, including the reintroduction of performance restricted stock units ("PRSUs") and options in the long-term incentive plan (for NEOs other than our CEO, who already received PRSUs and holds a large number of options), the differentiation of short- and long-term performance metrics, and higher weighting allocated to the free cash flow performance metric.

The following table outlines key feedback we received from our stockholders as it relates to our executive compensation program and the responsive actions the Committee has implemented in light of these discussions. The Committee will continue to evaluate the executive compensation program and commits to maintaining ongoing and open dialogue with our stockholders.

What We Heard	What We Did
■Maintain effective compensation governance and transparent compensation disclosures	■Implemented an annual "Say on Pay" vote in 2023. See Proposal Three on page 89 ■Continued to enhance our CD&A (as defined below) disclosures to focus on the Committee's decision-making, such as the inclusion of an "Executive Summary" in our 2024 proxy statement, which appears on page 47

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What We Heard	What We Did
■Pay and performance should be aligned	■Clear commitment to pay for performance, as demonstrated through the redesign of the 2023 executive compensation program in response to stockholder feedback ■Took several steps to strengthen alignment between executive compensation and the stockholder experience: ■Utilized stock options, which represented 25% of our NEOs (other than the CEO) 2023 target equity grants and each grant was valued between $1.5 million and $2.125 million at the time of grant. As of the date of this proxy statement and based on our current stock price, these awards do not have any value as the strike price is above the current stock price, demonstrating the alignment between executive incentives and stockholder value ■2023 PRSUs for all NEOs were earned at 200% of target based on significant over-delivery against the free cash flow target, but the realizable value on the vesting date was only approximately 109% of the initial target value, reflective of our stock price performance over the last year ■Annual PRSU awards to CEO subject to FCF (as defined below) modifier; annual PRSU awards for other NEOs are subject to a three-year relative total stockholder return ("TSR") modifier ■CEO continues to hold a significant number of premium priced options that require significant stock price appreciation to recognize value
■Incorporate longer performance periods for equity compensation	■Set three-year performance period for TSR-modifier applied to NEO PRSU awards (other than CEO's awards)
■Utilize diversified performance metrics across incentive programs	■Differentiated financial metrics used for 2023 cash bonus program (revenue, EBITDA, DTC subscribers) and the 2023 long-term incentive ("LTI") program (free cash flow and total stockholder return) ■Differentiated financial metrics were also adopted for 2024 executive compensation program
■WBD leadership should be focused on leverage reduction and generating free cash flow that can be used to invest in future growth	■Utilized free cash flow as a financial metric in the 2023 LTI program ■Awarded supplemental PRSUs to the NEOs and certain other executives to further incent achievement of our free cash flow objectives
■Concerns regarding single-trigger severance provision included in the amended employment agreement with our CEO	■The Committee evaluated potential severance provisions in the CEO's employment agreement and determined that these enhanced provisions were essential to retain and incentivize Mr. Zaslav’s continued contributions to our transformation and merger integration efforts and were in the best interest of WBD and our stockholders ■No other NEOs have single-trigger severance provisions

2024 PROXY STATEMENT 17

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

Proposal 1 Election of Directors
	The Warner Bros. Discovery, Inc. Board of Directors recommends a vote "FOR" the election of the nominated directors.

Our Board of Directors

Our Board has general oversight responsibility for the Company’s affairs pursuant to the Delaware General Corporation Law and the Company’s Second Restated Certificate of Incorporation and Bylaws. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s stockholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board is deeply involved in the Company’s strategic planning process, leadership development, succession planning, and oversight of risk management.

Director Skills, Experience and Diversity Matrix

The WBD Board is comprised of highly skilled directors who bring a diverse range of skills and experiences to the Board's oversight role. The following table summarizes the key skills and experiences of each director nominee and each director whose term extends beyond the 2024 Annual Meeting. Further details about each individual's experiences and qualifications are set forth in their individual biographies.

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SKILLS AND EXPERIENCE
	Executive Management Experience
	Media/Entertainment/ Telecommunications Industry Experience
	Technology/Cybersecurity Experience
	Financial/Accounting Experience
	Risk Management Experience
	International/Global Business Operations Experience
	Regulatory/Government Experience
	Outside Public Company Board Experience
BACKGROUND
Tenure/Age/Gender
Years on the Board*		2	2	2	15	2	5	15	2	2	2	15
Age*		36	73	75	78	69	73	83	50	62	65	64
Gender		F	M	M	M	F	M	M	M	F	M	M
Race/Ethnicity
Black or African American
Asian
White

*       Age/tenure as of April 4, 2024, the record date of this proxy statement, tenure includes prior service on Discovery, Inc. Board

F=Female, M=Male

Please also see Nasdaq Board Diversity Matrix in Appendix B

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Skills and Experience Definitions

	Executive Management Experience Experience as an executive member of corporate management		Risk Management Experience Experience assessing risk and reviewing measures to address and mitigate risks
	Media, Entertainment, and Telecommunications Industry Experience Prior experience working as an executive or serving on the board of a sophisticated media, entertainment or telecommunications company		International/Global Business Operations Experience Experience working in global markets and understanding the nuances of international business environments
	Technology/Cybersecurity Experience Experience in a technology-related business and/or an acute understanding of emerging technology trends; experience in the development of technology and processes that protect the storage of information and maintain confidentiality		Regulatory/Government Experience Experience working in a governmental or regulatory agency, or leading an organization in a highly-regulated industry
	Financial/Accounting Experience High-level expertise in finance and accounting, such as those who have experience as an operating executive with responsibility for all or a portion of a company’s financial reporting, in the financial sector or private equity or as an audit committee member for publicly traded companies, or have an educational background or training in accounting or finance		Outside Public Company Board Experience Experience serving on an external public company board

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Nominees for Election

As shown below, the WBD Board currently consists of 11 directors: eight directors whose terms will expire at the 2024 Annual Meeting and three directors whose initial terms will expire at the 2025 Annual Meeting.

Directors whose Terms Expire at 2024 Annual Meeting			Class III Directors Initial Terms Expire at 2025 Annual Meeting
	Li Haslett Chen	John C. Malone	Samuel A. Di Piazza, Jr.
	Richard W. Fisher	Fazal Merchant	Debra L. Lee
	Paul A. Gould	Paula A. Price	Geoffrey Y. Yang
	Kenneth W. Lowe	David M. Zaslav

In connection with the closing of the WarnerMedia Transaction in 2022, the WBD Board was initially divided into three classes of directors, with Class I consisting of four directors serving a one-year initial term, Class II consisting of four directors serving a two-year initial term and Class III originally consisting of five directors serving a three-year initial term. In accordance with our Second Restated Certificate of Incorporation, upon the expiration of the initial term of each class of directors, such class of directors, if nominated by the Board, will stand for election by our stockholders for a one-year term and, if elected by stockholders, will hold office until the earliest to occur of their respective death, resignation, removal or disqualification or the election and qualification of their respective successors.

On March 29, 2024, Steven A. Miron and Steven O. Newhouse, each an original Class III director, notified WBD that they would be resigning from the Board, effective as of March 29, 2024. The Board subsequently took action to reduce the size of the Board to 11 directors, as permitted by our governing documents.

Consistent with the foregoing, (i) the initial term of the Class I directors expired at the 2023 Annual Meeting and those directors, Li Haslett Chen, Kenneth W. Lowe, Paula A. Price and David M. Zaslav, were nominated by the Board and reelected by the stockholders for a one-year term expiring at the 2024 Annual Meeting, (ii) the initial term of the Class II directors, Richard W. Fisher, Paul A. Gould, John C. Malone and Fazal Merchant, will expire at the 2024 Annual Meeting and (iii) the initial term of the remaining Class III directors will expire at the 2025 Annual Meeting. At our 2025 Annual Meeting, all of our directors will stand for election for one-year terms and the current classified nature of the WBD Board will fully sunset.

The eight directors who are being nominated for re-election at the 2024 Annual Meeting for a one-year term that will expire at the 2025 Annual Meeting are Li Haslett Chen, Richard W. Fisher, Paul A. Gould, Kenneth W. Lowe, John C. Malone, Fazal Merchant, Paula A. Price and David M. Zaslav. Unless otherwise instructed on the proxy card, the persons named as proxies will vote the shares represented by each properly executed proxy "FOR" the election as directors of the persons named in this proxy statement as nominees. Each of the nominees has consented to serve if elected. However, if any of the persons nominated by the Board fails to stand for election, or declines to accept election, proxies will be voted by the proxy holders for the election of such other person or persons as the Board may recommend.

The following tables present information, including age, term of office, committee memberships, independence, business experience, qualifications, education, and other public company directorships held in the past five years, for each person nominated for election as a director at the 2024 Annual Meeting and for those directors whose terms of office will continue after the 2024 Annual Meeting. Each member of our Board and each director nominee possesses skills and experience which makes him or her an important component of the Board as a whole. While consideration of the information presented below regarding each director’s and director nominee’s specific experience, qualifications, attributes and skills led our Board to the conclusion that he or she should serve as a director, we also believe that all of our directors and director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Warner Bros. Discovery and our Board. There is no family relationship among any of WBD's executive officers or directors, by blood, marriage or adoption.

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Director Nominees for Election at 2024 Annual Meeting

Li Haslett Chen Independent Director
Age: 36 Director Since: 2022 Committee Memberships ■Nominating and Corporate Governance Committee	Other Public Company Directorships (past five years): ■None Education ■Columbia University, BA

Professional Experience

Qualifications and Expertise Provided to Our Board

Li Haslett Chen is the founder and chief executive officer of Howl, a technology platform that democratizes access to retail's next frontier - social commerce. For creators on platforms like YouTube, TikTok, and Instagram, Howl provides the foundation to get paid for selling products from global brands. Under her leadership, Howl has been named one of Fast Company’s Most Innovative Companies and one of the Most Promising AI Companies by Forbes. Ms. Chen has been recognized as a Retail Disruptor by The Financial Times, a World Economic Forum Technology Pioneer, and included on Ad Age’s 40-Under-40.

Ms. Chen is skilled in digital interactions in the content and e-commerce spaces, as well as in technology and product development. She also brings significant experience with direct-to-consumer platforms to the WBD Board.

Richard W. Fisher Independent Director
Age: 75 Director Since: 2022 Committee Memberships ■Compensation Committee ■Nominating and Corporate Governance Committee	Other Public Company Directorships (past five years): ■Tenet Healthcare Corporation (2017-present) ■Beneficient Company Group (2023-March 2024) ■AT&T Inc. (2015-2021) ■PepsiCo, Inc. (2015-2021) Education: ■Harvard University, BA ■Stanford University, MBA

Professional Experience

Qualifications and Expertise Provided to Our Board

Richard W. Fisher served as President and Chief Executive Officer of the Federal Reserve Bank of Dallas from 2005 until March 2015. He served as a Senior Advisor to Barclays PLC from 2015 until March 2024, and began serving as a Senior Advisor to Jefferies in April of 2024. From 2001 to 2005, Mr. Fisher was Vice Chairman and Managing Partner of Kissinger McLarty Associates. From 1997 to 2001, Mr. Fisher served as Deputy U.S. Trade Representative with the rank of Ambassador. Previously, he served as Managing Partner of Fisher Capital Management and Fisher Ewing Partners LP (investment advisory firms) and prior to that was Senior Manager of Brown Brothers Harriman & Co. From 2015 to 2021, Mr. Fisher served as a director at PepsiCo and he currently serves on the Audit committee of Tenet Healthcare, where he has been a director since 2017.

Mr. Fisher has extensive knowledge of financial matters and expertise in international markets, trade and regulatory frameworks. He brings to our Board strategy, leadership and risk oversight experience, including his prior experience chairing a Federal Reserve committee on information technology architecture and cybersecurity risks for five years.

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Paul A. Gould Independent Director
Age: 78 Director Since: 2008 Committee Memberships ■Compensation Committee (Chair) ■Nominating and Corporate Governance Committee	Other Public Company Directorships (past five years): ■ Liberty Latin America, Ltd. (2017-present) ■ Liberty Global Ltd. (2005-present) ■ Radius Global Infrastructure, Inc. (2020-2023) Education: ■Farleigh Dickinson University, BA

Professional Experience Paul A. Gould served as a director of Discovery Holding Company from 2005 to 2008 when it merged with Discovery, Inc. Mr. Gould has served at Allen & Company Incorporated, an investment banking services company, since 1972, including as a Managing Director and Executive Vice President for more than the last five years. He is also a member of an International Monetary Fund advisory committee, and a long-serving board member of the Wildlife Conservation Society, where he has chaired the investment committee since 2017. Mr. Gould has served as a financial advisor to many Fortune 500 corporations and advised on a number of large media company acquisitions. Since 2020, Mr. Gould has served as a director of Radius Global Infrastructure, Inc., which ceased to be a public company in 2023. Qualifications and Expertise Provided to Our Board Mr. Gould brings to our Board a wealth of experience in matters relating to public company finance and mergers and acquisitions, particularly in the media and entertainment industries. Mr. Gould’s knowledge of our Company and our industry, combined with his expertise in finance, makes him an important part of our Board.

Kenneth W. Lowe Independent Director
Age: 73 Director Since: 2018-2022; 2023 Committee Memberships ■Audit Committee ■Compensation Committee	Other Public Company Directorships (past five years): ■None Education: ■University of North Carolina at Chapel Hill, BA

Professional Experience

Qualifications and Expertise Provided to Our Board

Kenneth W. Lowe served as Chairman, President and Chief Executive Officer of Scripps Networks Interactive, Inc. ("Scripps Networks") from 2008 until 2018, when Scripps Networks merged with Discovery, Inc. From 2000-2008, Mr. Lowe served as President and Chief Executive Officer of The E.W. Scripps Company. Prior to 2000, Mr. Lowe was Chairman and CEO of Scripps Networks.

Through his experience as a media executive and his extensive experience with Scripps Networks, Mr. Lowe has developed a deep understanding of our industry. Mr. Lowe has a proven track record of building content and lifestyle brands as well as integrating and growing global media companies. Mr. Lowe’s expertise in the media industry, experience as a public company executive, and prior experience on the Discovery board during a period of transformation following the Scripps Networks acquisition makes him a valued addition to the WBD Board.

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John C. Malone Independent Director
Age: 83 Director Since: 2008 Committee Memberships ■Nominating and Corporate Governance Committee (Chair)	Other Public Company Directorships (past five years): ■Liberty Broadband Corporation (2014-present) ■Liberty Media Corporation (including its predecessors) (2010-present) ■Liberty Global Ltd. (including its predecessors) (2005-present) ■Qurate Retail, Inc. (including its predecessors) (1994-present) ■GCI Liberty, Inc. (2018-2020) ■Liberty Expedia Holdings, Inc. (2016-2019) ■Liberty Latin America, Ltd. (2017-2019) Education: ■Yale University, BS ■Johns Hopkins University, MA, Ph.D.

Professional Experience John C. Malone served as Chief Executive Officer and Chairman of the Board of Discovery Holding Company from 2005 to 2008, when it merged with Discovery, Inc. Mr. Malone is currently chairman of the boards of Liberty Media Corporation, Liberty Broadband Corporation and Liberty Global Ltd. His extensive experience includes serving as chief executive officer of Telecommunications Inc. for over 25 years until its merger with AT&T Corporation in 1999. Qualifications and Expertise Provided to Our Board Mr. Malone has played a pivotal role in the cable television industry since its inception and is considered one of the preeminent figures in the media and telecommunications industry. Mr. Malone brings to our Board his well-known sophisticated problem solving and risk assessment skills. His breadth of industry knowledge and unique perspective on our business make him an invaluable member of our Board. He also brings extensive experience serving on other public company boards and boards of non-profit organizations within the cable industry, including Cable Television Laboratories, Inc. and the National Cable Television Association.

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Fazal Merchant Independent Director
Age: 50 Director Since: 2022 Committee Memberships ■Audit Committee ■Nominating and Corporate Governance Committee	Other Public Company Directorships (past five years): ■Ryman Hospitality Properties, Inc. (2017-present) ■Meritor, Inc. (2020-2022) Education ■University of Texas at Austin, B.A. ■Indiana University, MBA

Professional Experience

Qualifications and Expertise Provided to Our Board

Fazal Merchant is currently a Senior Advisor to Sixth Street Partners and various media and technology related endeavors, and a member of the board of directors at Ryman Hospitality Properties and Ariel Investments. He retired in 2020 as Co-CEO of Tanium Inc., a subscription-based global cybersecurity and IT management company, which he joined in 2017 as COO & CFO and was appointed Co-CEO in May 2019 and served as a board member from June 2019 until February 2022. Prior to joining Tanium, Mr. Merchant was CFO of DreamWorks Animation SKG (2014-2016) and he served in several executive roles at DirecTV, including SVP Corporate Development, Corporate Treasurer, and CFO of Latin America (2012-2014). Earlier in his career, Mr. Merchant spent over 8 years in investment banking at Barclays Capital and RBS, and he began his career at Ford Motor Company.

Mr. Merchant brings extensive business experience in senior leadership positions with involvement in and oversight of technology, strategy, financial reporting and controls, marketing, sales and capital markets. In addition, Mr. Merchant’s experience as chief financial officer of multiple companies provides our Board with extensive financial acumen and experience. Mr. Merchant also brings valuable experience with respect to media and technology.

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Paula A. Price Independent Director
Age: 62 Director Since: 2022 Committee Memberships ■ Audit Committee (Chair)	Other Public Company Directorships (past five years): ■Bristol Myers Squibb (2020 - present) ■Accenture plc (2014 - present) ■DaVita Inc. (2020 to 2022) ■Western Digital Corporation (2014 to 2019, 2020 to 2022) Education ■DePaul University, BS ■University of Chicago, MBA

Professional Experience

Qualifications and Expertise Provided to Our Board

From July 2018 through May 2020, Paula A. Price was the executive vice president and chief financial officer of Macy’s, Inc., an omni-channel retailer of apparel, accessories and other goods, and she continued to serve as its strategic advisor until November 2020. From 2014 to 2018, she was a full-time senior lecturer at Harvard Business School. Prior to joining the faculty of Harvard Business School, she was executive vice president and chief financial officer of Ahold USA, a U.S. grocery retailer, which she joined in 2009. Prior to joining Ahold USA, Ms. Price was senior vice president, controller and chief accounting officer at CVS Caremark. Earlier in her career, Ms. Price was the chief financial officer of the Institutional Trust Services division of JPMorgan Chase & Co. and also held senior management positions at Prudential Insurance Co. of America, Diageo and Kraft Foods. A certified public accountant, she began her career at Arthur Andersen & Co.

Ms. Price brings to the WBD Board broad experience across finance, general management and strategy gained from her service in senior executive and management positions at major corporations across several industries, including, in particular, the retail, financial services and consumer packaged goods industries. She brings to the Board an important perspective from her experience as a chief financial officer, a member of the faculty of Harvard Business School and from her service as a director of other public company boards. The Board also benefits from her extensive background and expertise in finance and accounting matters.

David M. Zaslav President and Chief Executive Officer of Warner Bros. Discovery, Inc.
Age: 64 Director Since: 2008 Committee Memberships ■ None	Other Public Company Directorships (past five years): ■Grupo Televisa S.A.B. (2015-present) ■Sirius XM Radio, Inc. (2013-present) ■Lions Gate Entertainment Corp. (2015-2021) Education: ■Binghamton University, BS ■Boston University School of Law, JD

Professional Experience David M. Zaslav has served as our President and Chief Executive Officer since the closing of the WarnerMedia Transaction on April 8, 2022. Prior to the closing, Mr. Zaslav served as Discovery, Inc.’s President and Chief Executive Officer from January 2007 until April 2022. Previously, Mr. Zaslav served as President, Cable & Domestic Television and New Media Distribution of NBC Universal, Inc. ("NBC"), a media and entertainment company, from May 2006 to December 2006. Mr. Zaslav served as Executive Vice President of NBC, and President of NBC Cable, a division of NBC, from 1999 to May 2006. Qualifications and Expertise Provided to Our Board As Chief Executive Officer, Mr. Zaslav sets our goals and strategies and oversees all global operations for WBD. Under his leadership, Discovery, Inc. grew into a Fortune 500 public company with world-class brands and networks. Mr. Zaslav conceived, initiated and led the negotiation, signing and closing of the transformational WarnerMedia Transaction to create Warner Bros. Discovery. His ability as director to add his views and insights, which are focused on strategic growth and operational efficiency, to our Board’s deliberations is of significant benefit to our Board.

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Class III Directors with Initial Terms Expiring in 2025

Samuel A. Di Piazza, Jr. Independent Board Chair
Age: 73 Director Since: 2022 Committee Memberships ■ Audit Committee	Other Public Company Directorships (past five years): ■ProAssurance Corporation (2014-present) ■Regions Financial Corporation (2016-2023) ■Jones Lang LaSalle Incorporated (2015-2023) ■AT&T Inc. (2015-2022) Education: ■University of Alabama, BS ■University of Houston, MS

Professional Experience Samuel A. Di Piazza, Jr. served as Global Chief Executive Officer of PricewaterhouseCoopers International Limited from 2002 until his retirement in 2009. Mr. Di Piazza began his 36-year career with PricewaterhouseCoopers (PwC, formerly Coopers & Lybrand) in 1973 and was named Partner in 1979 and Senior Partner in 2000. From 1979 to 2002, Mr. Di Piazza held various regional leadership positions with PwC. After his retirement from PwC, Mr. Di Piazza joined Citigroup where he served as Vice Chairman of the Global Corporate and Investment Bank from 2011 until 2014. Qualifications and Expertise Provided to Our Board Mr. Di Piazza brings significant executive and business leadership to our Board through his management of a multicultural, complex professional services organization serving clients around the world. He has significant global accounting, cyber and financial experience, and extensive knowledge of the entertainment business, including from his prior service on the boards of DirecTV and AT&T.

Debra L. Lee Independent Director
Age: 69 Director Since: 2022 Committee Memberships ■Compensation Committee	Other Public Company Directorships (past five years): ■The Procter & Gamble Company (2020-present) ■Burberry Group plc (2019-present) ■Marriott International, Inc. (2004-present) ■AT&T Inc. (2019 - 2022) ■Twitter, Inc. (2016-2019) Education: ■Brown University, BA ■Harvard University - Kennedy School of Government, MA ■Harvard University School of Law, JD

Professional Experience

Qualifications and Expertise Provided to Our Board

Debra L. Lee is Chair of Leading Women Defined Foundation (a nonprofit education and advocacy organization in Los Angeles, California), which she founded in 2009. She has served in this capacity since June 2018. Ms. Lee also co-founded The Monarchs Collective (a management consulting firm in Los Angeles, California), where she has served as a partner since 2020. Ms. Lee served as Chairman and Chief Executive Officer of BET Networks (a global media and entertainment subsidiary of Viacom, Inc., headquartered in New York, New York) from 2006 until her retirement in 2018. Ms. Lee joined BET Networks in 1986 and served in several leadership roles, including President and Chief Executive Officer (2005-2006), President and Chief Operating Officer (1995-2005), and Executive Vice President and General Counsel (1986-1995).

Ms. Lee brings a depth of executive management, strategy, and risk management experience to the Board, gained through her long-tenured leadership of BET Networks and her service on numerous other public company boards. As a result of her experience and service, her depth and breadth of knowledge on matters of corporate governance allows her to provide the Board with valuable perspective on oversight and accountability in a dynamic operating environment. Further, Ms. Lee’s more than 30 years of experience as an executive in the media industry, along with her broad board experience in consumer-facing brands are particularly valuable to the WBD Board.

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Geoffrey Y. Yang Independent Director
Age: 65 Director Since: 2022 Committee Memberships ■Compensation Committee	Other Public Company Directorships (past five years): ■Franklin Resources Inc. (2011-present) ■AT&T Inc. (2016-2022) ■Liberty Media Acquisition Corporation (2021-2022) Education: ■Princeton University, BSE ■Stanford University, MBA

Professional Experience

Qualifications and Expertise Provided to Our Board

Geoffrey Y. Yang is a founding partner and Managing Director of Redpoint Ventures (a global private equity and venture capital firm based in Woodside, California) ("Redpoint") and has served in this capacity since 1999. He also founded Performance Health Sciences (d/b/a Apeiron Life), located in Menlo Park, California, where he has served as Chief Executive Officer and a member of its board of directors since April 2018. He is cofounder and CEO of The Odds, LLC, a seed stage company founded in 2022, and cofounder, director and former CEO of Sake Ono, LLC, a seed stage company formed in 2022. Prior to founding Redpoint, Mr. Yang was a General Partner with Institutional Venture Partners (a private equity investment firm in Menlo Park, California), which he joined in 1987. Mr. Yang has over 35 years of experience in the venture capital industry and has helped found or served on the boards of a variety of consumer media, internet, and infrastructure companies.

Mr. Yang has extensive experience in technology and innovative forms of digital media and advertising. He has helped to found, invest in, and provide strategic guidance to communications infrastructure and consumer media and entertainment companies internationally.

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Corporate Governance

Our corporate governance practices are established and monitored by our Board. Our Board regularly assesses our governance policies in light of legal requirements and governance best practices.

Corporate Governance Guidelines

Our corporate governance practices are embodied in a formal document that has been approved by our Board. The Warner Bros. Discovery, Inc. Corporate Governance Guidelines, or the Guidelines, are posted to the Investor Relations section of our corporate website at ir.wbd.com. These Guidelines, which provide a framework for the conduct of our Board’s business, provide that:

■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.

Our Board periodically reviews the Guidelines and updates them as appropriate. Printed copies of our Guidelines are available to any stockholder upon request to the Corporate Secretary, at the address specified below under "Stockholder Communication with Directors."

Board Leadership Structure

Discovery, Inc. historically separated the roles of Chief Executive Officer ("CEO") and Board Chair in recognition of the differences between the two roles. In April of 2022, concurrent with the closing of the WarnerMedia Transaction and the related changes to our capital structure and Board composition, the WBD Board considered our Board leadership structure and whether the CEO and Board Chair roles should continue to be separated (as it had been prior to the WarnerMedia Transaction) or combined. The WBD Board noted that the CEO is responsible for setting WBD’s strategic direction, providing leadership and driving the performance of the Company, while the Board Chair provides guidance to the CEO, sets the agenda for Board meetings and presides over meetings of the full Board. In light of the leadership experience and management expertise of Mr. Di Piazza and the dynamic leadership of David M. Zaslav, our CEO, our Board feels that this structure continues to be appropriate for Warner Bros. Discovery.

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Director Independence

It is our policy that a majority of the members of our Board be independent. For a director to be deemed independent, a director must be independent as determined under Rule 5605(a)(2) of the Nasdaq Global Select Market Rules ("Nasdaq Rules") and, in the Board’s judgment, the director must not have a relationship with Warner Bros. Discovery that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board considered the relationships and affiliations of each director to determine his or her independence. Our Board has affirmatively determined that each director who served on the Board during 2023 and each director nominee, other than Mr. Zaslav, is independent under the Nasdaq Rules and the Guidelines. Our Board specifically considered the relationships and positions of certain directors with our large distributors, including Charter Communications, Inc., Liberty Global Ltd. and Liberty Broadband Corporation, and concluded that these relationships do not interfere with the directors’ independence.

The Nasdaq Rules impose additional requirements for members of key committees, requiring that, subject to specified exceptions,

■each member of a listed company’s audit, compensation and nominating and governance committees must be independent;

■audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

■compensation committee members must also satisfy the additional independence criteria set forth in Rule 5605(d)(2)(A) of the Nasdaq Rules.

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board, or any other board committee: (1) accept any consulting, advisory, or other compensatory fee from the listed company, other than for board service; or (2) be an affiliated person of the listed company. In order to be considered independent for purposes of Rule 5605(d)(2)(A) of the Nasdaq Rules, a member of a compensation committee of a listed company may not, other than in his or her capacity as a member of the compensation committee, the board or any other board committee: (1) accept any consulting, advisory, or other compensatory fee from the listed company, other than for board service; or (2) be an affiliated person of the listed company.

In light of the Nasdaq Rules regarding committee service, our Board evaluated each current member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and each member who served on such committees during 2023 and determined that each individual was an independent director pursuant to all applicable Nasdaq Rules and the Guidelines. In addition, each member of the Audit Committee also meets the additional standards for Audit Committee members established by the Securities and Exchange Commission ("SEC") in Rule 10A-3 of the Exchange Act, and each member of the Compensation Committee meets the additional standards in Rule 5605(d)(2)(A) of the Nasdaq Rules and also qualifies as a "Non-Employee Director" as defined in Rule 16b-3 of the Exchange Act.

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for recommending to the Board the slate of nominees to be proposed for election by stockholders at our annual meeting of stockholders and for reviewing proposals for nominations from stockholders that are submitted in accordance with the procedures summarized below.

The Nominating and Corporate Governance Committee has the authority to employ a variety of methods for identifying and evaluating potential Board nominees. Candidates for vacancies on the Board may come to the attention of the committee through several different means, including recommendations from Board members, senior management, professional search firms, stockholder nominations and other sources.

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In considering whether to recommend any particular candidate for inclusion in the Board’s slate of director nominees, the Nominating and Corporate Governance Committee considers the candidate’s ability to meet the independence standards established by the Nasdaq Rules and also applies the criteria set forth in our Guidelines. The Nominating and Corporate Governance Committee does not assign specific weights to any particular criteria and no particular criterion is a prerequisite for each prospective nominee. Under our Guidelines, a nominee:

■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 Guidelines also provide that directors shall be selected on the basis of talent and experience. The Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating and Corporate Governance Committee believe that it is essential that Board members represent diverse viewpoints and that the value of diversity on the Board will be considered when evaluating nominees. Diversity of background, including diversity of gender, race, ethnic or geographic origin and age are factors that will be considered. Experience in business, government and education and in media, entertainment and other areas relevant to our activities are also factors in the selection process.

The Nominating and Corporate Governance Committee considers all nominations submitted by stockholders that meet the eligibility requirements outlined in our Bylaws. As required by our Bylaws, stockholder nominations of candidates for election as directors must be submitted in writing to the Corporate Secretary, Warner Bros. Discovery, Inc., 230 Park Avenue South, New York, New York 10003, no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary of the preceding year’s annual meeting. The deadline for stockholder nominations of candidates for election as directors at the 2024 Annual Meeting was February 8, 2024. We did not receive any stockholder nominations of candidates for election as directors for the 2024 Annual Meeting. For information on what must be included in the written notice to nominate a candidate for election at the 2025 Annual Meeting, see "Submission of Stockholder Proposals for 2025 Annual Meeting" on page 124. Stockholder nominees for election to the Board will be evaluated by the Nominating and Corporate Governance Committee based on the criteria specified above and using the same process as a nominee recommended by the Board or management.

Evaluations of Board Performance

The Nominating and Corporate Governance Committee leads periodic evaluations of Board and committee performance. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures. In 2023, as a matter of good governance and in order to obtain an unbiased perspective on the effectiveness of the Board and each committee, the Nominating and Corporate Governance Committee engaged a third-party law firm to lead an in-depth, independent evaluation process. As part of that evaluation process, the third-party firm interviewed each member of the Board to identify opportunities to improve the impact and performance of the Board and each committee and reported the results of the evaluation to the Nominating and Corporate Governance Committee and the Board.

The Board and its committees also periodically review our key governance documents, including the Bylaws, Guidelines and each standing committee charter, and recommend changes as necessary or desirable. During 2023, the Board approved changes to the Company's Bylaws to address new rules adopted by the SEC, including the new universal proxy rule.

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Transactions with Related Persons

Our current written policies and procedures for the review, approval or ratification of related person transactions and other conflict of interest matters are based on our Guidelines and our Code of Ethics, which apply to all directors, officers and employees of WBD. Among other things, our Guidelines provide that when a director has an actual or potential conflict of interest, the director should promptly inform the Chief Executive Officer, the Chief Legal Officer and the chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, or another independent committee of the Board designated by the Board, will resolve any conflict of interest involving a director, the Chief Executive Officer or any other executive officer. No related person transaction may be effected by WBD without the approval of the Nominating and Corporate Governance Committee or another independent committee designated by the Board. For purposes of our Guidelines, a "related person transaction" refers to any transaction which WBD would be required to disclose pursuant to Item 404 of Regulation S-K.

In evaluating potential related person transactions, the Nominating and Corporate Governance Committee considers:

■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.

In the ordinary course of business during 2023, we were a party to certain business transactions with institutions affiliated with members of our Board. Management believes, and the Nominating and Corporate Governance Committee concurred, that the terms and conditions of the transactions were no more and no less favorable to us than the terms of similar transactions with unaffiliated institutions to which we are, or expect to be, a party. Those transactions that are required to be disclosed under rules promulgated by the SEC are described below.

In April 2022, in connection with the WarnerMedia Transaction, the Company and Advance/Newhouse Programming Partnership and Advance/Newhouse Partnership (together, "Advance/Newhouse") entered into a registration rights agreement granting Advance/Newhouse registration rights covering certain shares of common stock of the Company held by them or which may be acquired by them in the future.

The daughter of David M. Zaslav, our CEO, was employed by us during 2023 as a producer for CNN. She has served in this position since 2019, prior to the closing of the WarnerMedia Transaction in 2022. Her total compensation in fiscal year 2023 exceeded the $120,000 reporting threshold. The compensation she received was consistent with the level and type of compensation provided to other employees in similar positions.

The daughter of Debra L. Lee, a member of our Board, was engaged by the Company during 2023 as a writer for a television program produced by Warner Bros. Television. Her total compensation in fiscal year 2023 exceeded the $120,000 reporting threshold. The compensation she received was based on the Writers Guild of America fee scale and was consistent with the amount of compensation provided to other writers in similar positions.

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Board Role in Risk Oversight

The Board has overall responsibility for overseeing risk management at WBD and has delegated functional oversight for certain risks to each of the three standing Board committees, as highlighted in the chart below. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed about such risks through committee reports and other presentations. Senior management is responsible for developing and implementing the Company’s financial and strategic plans and identifying, evaluating, managing, and mitigating the risks inherent in those plans. Our Board is responsible for overseeing those plans, the associated risks, and the steps that senior management is taking to manage and mitigate risks.

During 2023, in order to assess key risks, challenges and opportunities, we developed a customized enterprise risk management program, which considers financial, operational, regulatory, reputational, extended enterprise, strategic, technological and talent risks. The Audit Committee oversees the enterprise risk management program. Our Chief Audit and Risk Officer primarily leads the development and assessment of enterprise risk management processes and policies, including identifying, assessing, and reporting on risks. Our Chief Audit and Risk Officer and other members of our senior management provide updates to the Audit Committee on the enterprise risk management program.

	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.
Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
■financial reporting ■internal controls ■cybersecurity and information technology ■data privacy ■ESG 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 ■ESG initiatives and strategies ■director succession planning

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Sustainability at WBD

The WBD Board provides oversight of sustainability initiatives and Environmental, Social and Governance (ESG) activities through the Nominating and Corporate Governance Committee and Audit Committee.

The Nominating and Corporate Governance Committee is responsible for overseeing and monitoring the Company’s strategy, policies, commitments, and initiatives with respect to ESG matters. The Audit Committee reviews the Company’s key public ESG disclosures, as well as the adequacy and effectiveness of applicable internal reporting and controls related to such disclosures. The Audit Committee also oversees key finance-related initiatives related to ESG. To ensure that ESG is appropriately managed throughout the organization, we have designed the following governance structure:

Board of Directors

ESG oversight is provided by the Nominating and Corporate

Governance Committee and the Audit Committee

 

CEO

The CEO provides executive direction on ESG strategy

 

Corporate Leadership Team

ESG at WBD is led by our EVP, Global Head of ESG, reporting directly to WBD's Chief Legal Officer, and is supported by our other senior executives including our Chief People and Culture Officer and

Chief Global Diversity, Equity and Inclusion Officer

 

ESG/CSR Team

Supports WBD's ESG strategy and works across the organization to advance ESG initiatives and is directly accountable for WBD’s environmental strategy

WBD's 2024 Sustainability Report, available at wbd.com/esg, highlights our commitment to sustainability and the different aspects of our governance, oversight, policies, programs, and performance around the issues determined to be material to the sustainability of WBD.

For more information on our approach to sustainability and ESG at WBD, please see wbd.com/esg.

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Board Role in Human Capital Management

Our Board believes that effective talent development and human capital management are important to WBD’s continued success. Our Board is involved in leadership development and oversees succession planning. Our Board conducts at least one meeting each year at which the Board reviews the Company’s talent strategies, leadership pipeline and succession plans for key executive positions. Our Nominating and Corporate Governance Committee oversees the process of succession planning and our Compensation Committee implements programs to retain and motivate key talent.

Director Orientation and Continuing Education

WBD provides a robust director orientation program. This orientation program includes a thorough review of background material and meetings with senior management. The orientation allows new directors to become familiar with our business and strategic plans; significant financial matters; core values, including ethics, compliance programs and corporate governance practices; and other key policies and practices.

We encourage the participation of all Board members in continuing education programs, at the expense of the Company, that are relevant to the business and affairs of the Company and the fulfillment of the directors’ responsibilities as members of our Board and its committees.

Code of Ethics

We have a Code of Ethics (the "Code") that is applicable to all of our directors, officers and employees. Our Board reviews the Code regularly and approved an updated Code in January 2023. The Code, and any amendments or waivers that would be required to be disclosed under SEC rules, are posted to the Investor Relations section of our corporate website at ir.wbd.com. Printed copies of the Code are also available without charge upon request to the Corporate Secretary at the address specified below under "Stockholder Communication with Directors."

Stockholder Communication with Directors

Warner Bros. Discovery’s stockholders may send communications to the Board or to individual directors by mail addressed to the Board of Directors or to an individual director c/o Corporate Secretary, Warner Bros. Discovery, Inc., 230 Park Avenue South, New York, New York 10003 or by email to CorporateSecretary@wbd.com. Our Corporate Secretary receives and processes all communications and will refer relevant and appropriate communications to our Board Chair. Depending upon the nature of the concern, it may be referred to our Corporate Audit Department, Legal Department or Finance Department, or other appropriate departments. Our Board will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate, with advice and assistance from the Chief Legal Officer.

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Board Meetings and Committees

Director Attendance at Board and Annual Meetings

Directors meet their responsibilities by preparing for and attending Board and committee meetings, and through communication with our Board Chair, our Chief Executive Officer and other members of management on matters affecting the Company. During 2023, our Board of Directors held 26 meetings. All incumbent directors who served on the Board during 2023 attended at least 92% of the scheduled Board meetings (held during the period for which they were a director) and meetings held by committees of which they were a member (held during the period for which they were a member). Our Board encourages all members to attend each annual meeting of stockholders. All directors who were members of the Board at the time of the 2023 Annual Meeting of Stockholders attended the 2023 Annual Meeting of Stockholders.

Board Committee Structure

Our Board has established three standing committees as of the record date: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. Each of these standing committees has a charter that is reviewed at least annually by that committee. Proposed changes to the charter of any of these committees are approved by the Board. During 2023, each Committee conducted a thorough review of its charter. The committee charters are available in the corporate governance section of our Investor Relations website at ir.wbd.com.

Information regarding membership in the standing committees as of the date of this proxy statement, the number of meetings held by each in 2023, the principal responsibilities of the standing committees, and other relevant information are described in the tables that follow. The Board, by resolution, may from time to time establish certain other committees of the Board, consisting of one or more of the directors of WBD. Any committee so established will have the powers delegated to it by resolution of the Board, subject to applicable law.

Audit Committee
CHAIR	MEMBERS			MEETINGS IN 2023: 7	REPORT The Audit Committee report appears on page 45 of this proxy statement.
Paula A. Price	Samuel A. Di Piazza, Jr.	Kenneth W. Lowe	Fazal Merchant

Primary Responsibilities

The Audit Committee is responsible for appointing or replacing our independent registered public accounting firm (the "audit firm.") The Audit Committee annually evaluates the performance of our audit firm, including the senior engagement team, and determines whether to reengage the current audit firm or consider other firms. The Audit Committee is involved in the selection of the lead engagement partner whenever a rotational change is required, normally every five years, or for any other reason. PwC has served as our audit firm since September 17, 2008.

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Factors considered by the Audit Committee in determining whether to retain the audit firm include:

■The audit firm’s capabilities to handle the breadth and complexity of our global operations;

■The audit firm’s technical expertise and knowledge of our industry and global operations;

■The quality and candor of the audit firm’s communications with the Audit Committee and management;

■The audit firm’s independence;

■The quality and efficiency of the services provided by the audit firm, including input from management on the audit firm’s performance, how effectively the audit firm demonstrated its independent judgment, objectivity and professional skepticism, and external data on the audit quality and performance including the Public Company Accounting Oversight Board reports on the audit firm and its peers;

■The appropriateness of the audit firm’s fees; and

■The audit firm’s tenure as our independent auditor, including the benefits of the tenure, and the controls and processes in place (such as rotation of key partners) that help ensure the audit firm’s independence in the face of such tenure.

Additional Audit Committee responsibilities include:

■reviewing and approving in advance the scope of, and fees for, our annual audit and reviewing the results of our audits with our audit firm (see "Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm" for further information);

■reviewing and approving in advance the scope of, and the fees for, non-audit services of our audit firm (see "Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm" for further information);

■reviewing our audited financial statements with our management and audit firm and making recommendations regarding inclusion of such audited financial statements in certain of our public filings;

■overseeing the performance of services by our audit firm, including holding quarterly meetings to review the quarterly written communications of our audit firm; discussing with our audit firm issues regarding the ability of our audit firm to perform such services; obtaining, annually, a written report from our audit firm addressing internal controls; reviewing with our audit firm any audit-related problems or difficulties and the response of our management; and addressing other general oversight issues;

■reviewing compliance with, and the adequacy of, our existing major accounting and financial reporting policies;

■overseeing the implementation and maintenance of an internal audit function; periodically reviewing the results and findings of the internal audit function; and coordinating with management to ensure that the issues associated with such results and findings are addressed;

■reviewing and discussing our cybersecurity and information technology policies and risks and how we are identifying, assessing and mitigating such risks;

■reviewing and discussing our data privacy policies and compliance with data privacy legislation in the jurisdictions and countries where we do business;

■establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or audit matters, and the confidential, anonymous submission by employees of concerns;

■reviewing and discussing any reports concerning material violations submitted by our internal attorneys or outside counsel;

■reviewing and overseeing compliance with, and establishing procedures for, the treatment of alleged violations of the Code; and

■reviewing our key public ESG disclosures and the adequacy and effectiveness of applicable internal reporting and controls related to such disclosures.

Financial Expertise

The Board has determined that each of the four members of the Audit Committee qualifies as an "Audit Committee Financial Expert" as defined under SEC rules.

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Compensation Committee
CHAIR	MEMBERS				MEETINGS IN 2023: 9	REPORT The Compensation Committee report appears on page 46 of this proxy statement.
Paul A. Gould	Richard W. Fisher	Debra L. Lee	Kenneth W. Lowe	Geoffrey Y. Yang

Primary Responsibilities

■determining our CEO’s compensation, including evaluating our CEO and reviewing and approving corporate goals and objectives relevant to our CEO’s compensation;

■reviewing and approving all forms of compensation to our named executive officers, other executive officers and certain other executives;

■reviewing and making recommendations to the Board on stock compensation arrangements for all employees;

■reviewing and making recommendations to the Board for compensation of non-employee directors for their service on the Board and its committees;

■overseeing the structure of employee benefit programs and other compensation programs;

■reviewing and discussing annually with management our "Compensation Discussion and Analysis," which is included beginning on page 46 of this proxy statement; and

■conducting an annual assessment of the independence of any outside advisor it chooses to retain.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee and no one who served on the Compensation Committee during 2023, is a current or former officer, or during 2023 was an employee, of Warner Bros. Discovery or any of its subsidiaries. None of WBD's executive officers serves or, during 2023, served as a director or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity whose executive officers served as one of our directors or a member of our Compensation Committee.

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Nominating and Corporate Governance Committee
CHAIR	MEMBERS				MEETINGS IN 2023: 4
John C. Malone	Li Haslett Chen	Richard W. Fisher	Paul A. Gould	Fazal Merchant

Primary Responsibilities

■overseeing corporate governance matters generally, including reviewing and recommending changes to our Guidelines, and the independence standards and qualifications for Board membership set forth in our Guidelines;

■overseeing the annual evaluation of the performance of our Board and each of its committees;

■identifying individuals qualified to be members of our Board and recommending Board nominees;

■reviewing and making recommendations concerning the independence of Board members;

■reviewing and approving related person transactions;

■reviewing the membership qualifications of Board members under our Guidelines;

■reviewing and making recommendations concerning membership on Board committees and on committee structure and responsibilities; and

■overseeing and monitoring the Company’s strategy, policies, commitments, and initiatives with respect to ESG matters.

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Director Compensation

The Committee reviews compensation for our non-employee directors and recommends any changes to such compensation to the full Board for approval. The components of our non-employee director compensation are cash fees and equity awards. The Board believes that appropriate compensation levels help attract and retain superior candidates for Board service and that director compensation should be weighted toward equity-based compensation to enhance alignment with the interests of our stockholders. Employee directors do not receive any compensation for their Board service. Currently, Mr. Zaslav is the only director who is also a Company employee.

2023 Director Compensation Program

The following tables show the cash and equity compensation that was in effect in 2023.

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	$	35,000
Audit Committee Member	$	20,000
Compensation Committee Chair	$	35,000
Compensation Committee Member	$	20,000
Nominating and Corporate Governance Committee Chair	$	17,500
Nominating and Corporate Governance Committee Member	$	10,000

Cash Compensation

Cash compensation for non-employee directors consists solely of the annual cash retainers described above. Annual cash retainers are paid in quarterly installments. The cash retainer paid to non-employee directors who are elected or appointed mid-year is prorated based on the quarter in which they join the Board or applicable committee.

Non-employee directors may elect to receive shares of our common stock in lieu of their cash retainer (or any portion thereof). If a director so elects, such shares of common stock are issued each quarter at the same time such cash retainer would have been paid, unless such director further elects to defer receipt of such shares in accordance with the Warner Bros. Discovery, Inc. Non-Employee Director Deferral Plan (described below under "Deferred Compensation"). The number of shares of common stock received in lieu of cash is calculated by dividing the dollar amount of the applicable cash retainer by the closing price of our common stock on the date of issuance. In 2023, Messrs. Di Piazza, Merchant, Miron, Newhouse and Yang elected to receive shares of our common stock in lieu of their cash retainer, and Messrs. Di Piazza, Merchant and Newhouse further elected to defer receipt of such shares until a future time.

Equity Compensation

Non-employee directors receive stock-based compensation under our 2005 Non-Employee Director Incentive Plan, as it may be amended from time to time. Our Board determined for 2023 that the equity grants to directors should consist solely of restricted stock units ("RSUs") of common stock. Annual equity grants for 2023 were made on May 9, 2023. Equity awards for directors who are elected or appointed after the most recent annual stockholders’ meeting are prorated based on when they join the Board. The number of RSUs is calculated by dividing the dollar amount of the grant by the closing price of our

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common stock on the last business day prior to the grant date. Our Board has implemented a cap of $750,000 on individual director annual equity award grant date value. RSUs granted in 2023 will vest 100% on the earlier of the one-year anniversary of the grant date and the date of the 2024 Annual Meeting, assuming continued service to such date of vesting. The RSUs granted to our directors do not include the right to receive cash dividends.

Board of Directors Stock Ownership Policy

Our Board maintains a stock ownership policy that requires each director to hold a specified amount of our stock, calculated as a multiple of five times the then-current annual cash retainer for Board service, exclusive of any additional retainer with respect to committee or other service. Each director is required to reach the stock holding target within five years after joining the Board. Our Board determined that any shares of our stock beneficially owned by the director, as well as unvested awards of RSUs and deferred stock awards, but not shares underlying stock options, would be counted for purposes of meeting the stock holding target. Once a director meets the target, the director is expected to maintain holdings at the target for as long as he or she remains a Board member. Our Board may take any appropriate action to support the intent of the policy, including requiring a director to retain a percentage of shares pursuant to stock option exercises or vesting events in future years. All directors serving on the Board at December 31, 2023 had reached and maintained the stock holding target or were on track to do so.

Deferred Compensation

The Company maintains the Warner Bros. Discovery, Inc. Non-Employee Director Deferral Plan, a non-qualified deferred compensation plan, which allows each non-employee director to elect to defer up to 100% of his or her cash or equity compensation, in each case with respect to a specific calendar year in which the non-employee director will receive such compensation (the "Plan Year"). Any such election must be made by the non-employee director prior to the beginning of the Plan Year by executing a deferral agreement specifying the time and form of payment for amounts deferred for such Plan Year. The deferral agreement becomes irrevocable at the end of the period preceding the Plan Year. Messrs. Newhouse, Merchant, Di Piazza, Malone and Gould and Ms. Price elected to defer the settlement of their RSU grants made in 2023. As discussed above under "Cash Compensation," Messrs. Di Piazza, Merchant and Newhouse, each of whom elected to receive shares of our common stock in lieu of their respective cash retainers payable during 2023, elected to defer receipt of such shares of our common stock until a future time.

Other Director Compensation Matters

We do not have any pension or retirement plans for our non-employee directors. Non-employee directors are reimbursed for out-of-pocket costs for attending each meeting of the Board or any Board committee of which they are a member, including airfare, whether by commercial aircraft or private plane. Under the Guidelines, the Company encourages the participation of all directors in continuing education programs, at the Company’s expense, that are relevant to the business and affairs of the Company and the fulfillment of the directors’ responsibilities as members of the Board and its committees.

The Company provides a charitable contribution matching program through which we match contributions made by our non-employee directors to eligible charitable organizations up to a maximum of $20,000 for each director per fiscal year. In order to be matched, the contribution must be tax-deductible by the Company. The program is designed to match contributions to educational, arts and cultural institutions that have been approved by the Internal Revenue Service as tax-exempt institutions to which contributions are deductible for federal income tax purposes. Certain types of contributions and institutions would not be eligible for matching, such as tuition payments, contributions made to family foundations or other charitable foundations or organizations that are affiliated with a non-employee director, or membership or alumni association dues. Matching contributions under this program are included below in the 2023 Director Compensation Tables under the "All Other Compensation" column.

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2023 Director Compensation Tables

The following tables summarize the compensation provided to all persons who served as non-employee directors during 2023.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)		Total ($)
R. Bennett	36,520	(2)	—				36,250
L. Chen	135,000		219,186				354,186
S. Di Piazza	315,000	(3)	219,207	(4)			534,207
R. Fisher	150,000		219,186		10,000	(5)	379,186
P. Gould	170,000		219,186				389,186
D. Lee	140,000		219,186				359,186
K. Lowe	123,750		219,186				342,936
J. Malone	142,500		219,186				361,686
F. Merchant	155,000	(3)	219,222	(6)			374,222
S. Miron	145,000	(3)	219,198	(7)			364,198
S. Newhouse	135,000	(3)	219,212	(8)			354,212
P. Price	160,000		219,186		20,000	(9)	399,186
G. Yang	145,000	(3)	219,198	(10)			364,198

(1)    The aggregate grant date fair value of the RSU awards made to non-employee directors in 2023 was $2,630,237, as calculated in accordance with FASB ASC Topic 718. At December 31, 2023, the non-employee directors held unvested RSUs as follows:

Name	Unvested RSUs
L. Chen	16,345
S. Di Piazza	16,345
R. Fisher	16,345
P. Gould	16,345
D. Lee	16,345
K. Lowe	16,345
J. Malone	16,345
F. Merchant	16,345
S. Miron	16,345
S. Newhouse	16,345
P. Price	16,345
G. Yang	16,345

(2)    Partial year. Mr. Bennett retired from the Board effective April 1, 2023.

(3)    Elected to receive shares of common stock in lieu of cash retainer. The number of shares received is as follows: Mr. Di Piazza: 25, 240 shares; Mr. Merchant: 12,388 shares; Mr. Miron: 11,587 shares; Mr. Newhouse: 10,789 shares; Mr. Yang: 11,587 shares

(4)    Includes $21.28 which reflects the amount by which the aggregate value of shares received in lieu of cash retainer was higher than the aggregate amount of the cash retainer foregone by Mr. Di Piazza.

(5)    This amount reflects a matching charitable contribution made by the Company on behalf of Mr. Fisher.

(6)    Includes $36.04 which reflects the amount by which the aggregate value of shares received in lieu of cash retainer was higher than the aggregate amount of the cash retainer foregone by Mr. Merchant.

(7)    Includes $11.74 which reflects the amount by which the aggregate value of shares received in lieu of cash retainer was higher than the aggregate amount of the cash retainer foregone by Mr. Miron.

(8)    Includes $25.94 which reflects the amount by which the aggregate value of shares received in lieu of cash retainer was higher than the aggregate amount of the cash retainer foregone by Mr. Newhouse.

(9)    This amount reflects a matching charitable contribution made by the Company on behalf of Ms. Price.

(10)    Includes $11.74 which reflects the amount by which the aggregate value of shares received in lieu of cash retainer was higher than the aggregate amount of the cash retainer foregone by Mr. Yang.

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Audit Matters

Proposal 2 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, 2024.

As provided in its charter, the Audit Committee appoints our independent registered public accounting firm, reviews the scope of the annual audit and pre-approves all audit and non-audit services permitted under applicable law to be performed by the independent registered public accounting firm. The Audit Committee has evaluated the performance of PwC and has re-appointed them as our independent registered public accounting firm for the 2024 fiscal year. You are requested to ratify the Audit Committee’s appointment of PwC. Representatives of PwC are expected to attend the virtual 2024 Annual Meeting and will be given the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions from stockholders present at the meeting. Unless stockholders specify otherwise in their proxy, proxies solicited by the Board will be voted by the proxy holders at the 2024 Annual Meeting to ratify the appointment of PwC as our independent registered public accounting firm for the 2024 fiscal year. The affirmative vote of a majority of the outstanding shares of common stock present virtually or represented by proxy at the meeting and entitled to vote at the 2024 Annual Meeting on this proposal is required for ratification.

Even if the selection of PwC is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that a change would be in the best interests of the Company and its stockholders. In the event WBD stockholders fail to ratify the appointment of PwC, the Audit Committee will take this into consideration regarding the selection of another independent registered public accounting firm.

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Audit Firm Fees and Services

	2023		2022
Audit fees(1)	$	27,025,000		$	28,720,000
Audit related fees(2)	175,000			214,000
Tax fees(3)	3,757,000			3,671,000
All other fees(4)	40,000			15,000
Total fees	$	30,997,000		$	32,620,000

(1)Audit fees include fees for the audit of the consolidated financial statements of Warner Bros. Discovery and statutory audits for certain of Warner Bros. Discovery’s foreign subsidiaries and joint ventures as well as fees for services provided in connection with securities and debt offerings.

(2)Audit-related fees include due diligence related to mergers and acquisitions, attest services not required by statute or regulation, and consultations regarding financial accounting and reporting requirements.

(3)Tax fees consist of tax compliance and consultations regarding the tax implications of certain transactions, transfer pricing and consultation services. Tax compliance services relate to preparation or review of tax returns, including corporate income tax, indirect tax, withholding tax and expatriate tax services. Tax consultation services relate to tax planning, assistance with tax audits, and tax advice related to acquisitions and structure. Transfer pricing services relate to advice and assistance with respect to transfer pricing matters, including the preparation of reports used to comply with taxing authority documentation requirements.

(4)Other fees consist of training sessions and certain membership fees for accounting and industry reference materials.

The Audit Committee has considered whether the provision of services by PwC to WBD, other than auditing, is compatible with PwC maintaining its independence and believes that the provision of such other services is compatible with PwC maintaining its independence.

Audit Committee Pre-Approval Procedures

The Audit Committee has procedures for the pre-approval of all audit and permissible non-audit services provided by WBD’s independent registered public accounting firm. In accordance with its procedures, the Audit Committee has approved the engagement of WBD's independent registered public accounting firm to provide the following services (all of which are collectively referred to as "pre-approved services"):

■audit services, including (i) financial audits of WBD and its subsidiaries and (ii) services associated with WBD’s periodic reports, registration statements and other documents filed or issued in connection with securities offerings (including comfort letters and consents);

■audit-related services, including (i) due diligence services, (ii) financial audits of employee benefit plans, (iii) attestation services not required by statute or regulation, (iv) certain audits incremental to the audit of WBD’s consolidated financial statements; (v) closing balance sheet audits related to dispositions; and (vi) consultations with management as to accounting or reporting of transactions; and

■tax services, including federal, state, local and international tax planning, compliance and review services and tax due diligence and advice regarding mergers and acquisitions.

Any engagement of WBD’s independent registered public accounting firm for services other than the pre-approved services requires the specific approval of the Audit Committee. In 2023, the Audit Committee delegated authority to the Chair of the Audit Committee to approve up to $250,000 of audit, audit-related, tax or permitted non-audit services per transaction, subject to the subsequent disclosure to the entire Audit Committee of the granting of any such approval. All audit, audit-related tax and permitted non-audit services provided by PwC in 2023 were approved by the Audit Committee or its Chair.

WBD prohibits the engagement of its independent registered public accounting firm to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.

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Audit Committee Report

Each member of the Audit Committee is an independent director as determined by the Board, based on the Nasdaq Rules and the criteria of director independence adopted by the Board. Each member of the Audit Committee also satisfies the SEC’s independence requirements for members of audit committees.

The Audit Committee reviews WBD’s financial reporting process on behalf of the Board. A description of the responsibilities of the Audit Committee is set forth above under the caption "Corporate Governance—Board Committee Structure—Audit Committee."

PwC, WBD’s registered public accounting firm for 2023, is responsible for expressing opinions on the conformity of WBD’s audited consolidated financial statements with U.S. generally accepted accounting principles. The Audit Committee has reviewed and discussed with management and PwC WBD’s most recent audited consolidated financial statements. The Audit Committee has also discussed with PwC various communications that the Company’s registered public accounting firm is required to provide to the Audit Committee, including matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC.

The Audit Committee has received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB and the SEC and has discussed with PwC their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in WBD’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 23, 2024 with the SEC.

This report is respectfully submitted by the members of the Audit Committee of the Board.

Paula A. Price, Chair
Samuel A. Di Piazza, Jr.
Kenneth W. Lowe
Fazal Merchant

2024 PROXY STATEMENT 45

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

Executive Compensation

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussion, has recommended that the Compensation Discussion and Analysis be included in this proxy statement.

This report is respectfully submitted by the members of the Compensation Committee of the Board.

Paul A. Gould Chair
Richard W. Fisher

Debra L. Lee

Kenneth W. Lowe
Geoffrey Y. Yang

Compensation Discussion and Analysis

This Compensation Discussion and Analysis ("CD&A") analyzes and discusses our executive compensation programs and provides information about the compensation we paid to our CEO, Chief Financial Officer ("CFO"), and the three other most highly compensated executive officers who were serving as executive officers at fiscal year-end (December 31, 2023) (collectively with the CEO and CFO, the "Named Executive Officers" or "NEOs"). The Compensation Committee (referred to in this CD&A as the "Committee") of the Board oversees all aspects of NEO compensation. The 2023 NEOs are:

David M. Zaslav, President and Chief Executive Officer	Gunnar Wiedenfels, Chief Financial Officer	Bruce L. Campbell, Chief Revenue and Strategy Officer	Jean-Briac Perrette, President and CEO, Global Streaming and Games	Gerhard Zeiler, President, International

Executive Summary	47
2023 Executive Compensation Payouts	48
Compensation Philosophy & Practices	49
Compensation Philosophy	49
Performance-Based Pay	49
Long-Term Employment Contracts	50
Compensation Decision Making	50
Role of the Compensation Committee	50
Role of the CEO in Compensation Decisions	51
Relationship with and Role of the Independent Compensation Consultant	51
Compensation Decisions Framework	52
Peer Group Analysis and Tally Sheets	53
2023 Stockholder Engagement	53

NEO Compensation in 2023	55
Elements of 2023 Compensation	55
NEO Employment Agreements	56
2023 NEO Compensation Actions	57
Base Salary	57
Annual Cash Bonus Awards	57
Long-Term Incentive Compensation	64
Retirement Plans and Other Benefits	69
Other Compensation-Related Matters	71
Risk Considerations in our Compensation Programs	71
Executive Stock Ownership Policy	71
Clawback Policy	71
Hedging and Derivative Trading Transactions	72
Impact of the Most Recent Say on Pay Vote	72

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

Executive Summary

2023 was a challenging year for WBD and for the media and entertainments industries as a whole. We were impacted by the changing landscape of advertising spending and continued weakness in the advertising market overall, declines in linear television viewing, increased competition from other traditional media companies and the enhanced presence of large technology companies in the media space, lingering effects of the COVID-19 pandemic on movie-theater attendance, and other general macroeconomic conditions. We also experienced a once-in-a-generation work stoppage in our industry during 2023 as both WGA and SAG-AFTRA went out on strike for several months. Despite these challenges, the Committee believes our CEO and other NEOs provided exceptional leadership and delivered on several financial, operational and strategic priorities, as further described under "Our Performance in 2023" on page 13. As you read this CD&A and consider the compensation actions taken in 2023, the Committee would highlight the following key messages.

2023 was a transformational year that positioned us for growth.

Despite an extraordinarily challenging year which included the continued integration of two large, global media companies following the closing of a transformational merger, the executive leadership team delivered on its commitment to put WBD on a solid financial foundation. We have deleveraged our balance sheet, significantly enhanced operational efficiency and delivered strong free cash flow critical to our ability to create sustained stockholder value. We also generated positive full-year Adjusted EBITDA in our DTC segment and ended the year with positive momentum to continue advancing our growth in 2024 and beyond.

We listened to our stockholders and addressed their feedback.

Our redesigned 2023 executive compensation program incorporates PRSUs for all NEOs and differentiated short- and long-term incentive metrics. It also reintroduced annual stock options and included the addition of a three-year relative TSR modifier for all NEOs (other than the CEO, whose 2023 annual PRSU awards are subject to a different type of modifier per the terms of his employment agreement, as further explained on page 65). The Committee believes these measures reinforce pay and performance alignment of our compensation program and are directly responsive to the feedback conveyed by our stockholders.

Our 2023 executive compensation program is predominantly performance-based.

To promote and reward achievement of the Company’s initiatives on cash flow management, debt reduction and synergy achievements, following the merger of the two global media companies the Committee approved reasonable equity incentives for our NEOs that were exclusively performance-based, with vesting tied to a free cash flow metric established in March of 2023 designed to incentivize deleveraging of our balance sheet. In addition, the awards of annual PRSUs to the NEOs (other than the CEO) are also subject to a three-year relative TSR modifier, which will further align compensation related to these awards with our stock price performance relative to that of our peers.

Incentive program payouts reflect our exceptional free cash flow results achieved in 2023.

We delivered exceptional free cash flow performance that allowed the Company to pay down $5.4 billion of outstanding debt during 2023 and end the year with a leverage ratio of 3.9x net debt to EBITDA ratio, which supported above-target vesting of PRSUs awarded to our NEOs. Even after adjusting out the positive strike-related free cash flow benefit, our free cash flow performance was still sufficient for our NEOs to earn their PRSUs at 200% of target. The realizable value to the NEOs on the vesting date was only approximately 109% of the initial target value, reflective of our stock price performance over the last year. Additionally, stock options, which represented 25% of our NEO's (other than the CEO) 2023 target equity grant were valued between $1.5 million and $2.125 million at the time of grant. As of the date of this proxy statement and based on our current share price, these awards do not have any intrinsic value as the strike price is above the current share price, further demonstrating the alignment between executive incentives and stockholder value.

Our CEO’s target incentive opportunities reflect high competition for talent in the media industry.

The terms of the May 2021 CEO employment agreement were designed to obtain Mr. Zaslav's services and continued contributions as CEO of WBD, incentivize him following the combination of the two companies, encourage his commitment to integration, and incentivize achievement of synergies and long-term stockholder value creation initiatives. When the Committee amended the CEO's employment agreement in March of 2023, it relied upon assistance from its independent compensation consultant, evaluated a range of potential retention options, and concluded that the chosen terms of the employment agreement and incentive program design for our CEO, along with the enhanced, exclusively performance-based equity incentive, were essential at this stage of our corporate development and in the best interest of WBD and our stockholders.

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

2023 Executive Compensation Payouts

The Committee sets annual financial metrics to determine the cash bonuses awarded to NEOs, either under our Incentive Compensation Program ("ICP") or under the separate bonus program for the CEO and CFO. The ICP payout is calculated based solely on performance against financial metrics. For our NEOs who lead a line of business, ICP payouts are determined based 50% on performance against WBD Corporate financial metrics and 50% on additional financial metrics established by the Committee for the relevant line of business. The annual cash bonus for the CEO is based 70% on performance against the WBD Corporate financial metrics, and 30% on individual strategic goals established by the Committee for the CEO, and the annual cash bonus for the CFO is based 50% on performance against the WBD Corporate financial metrics, and 50% on individual strategic goals established by the Committee for the CFO.

The 2023 WBD Corporate financial metrics used for cash bonus payments were:

■Net Revenue;

■Adjusted EBITDA; and

■Year-End Paid DTC Subscribers (each as defined on page 58).

In 2023, the Committee also believed it was important to focus the management team on driving free cash flow to reduce the Company's leverage, and to use a differentiated metric for the long-term incentive plan. To accomplish this, the Committee established Free Cash Flow (as defined on page