Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
•update the procedural mechanics and disclosure requirements for stockholder
nominations of directors and submissions of proposals, including to address
rules related to the use of universal proxy cards adopted by the
•require notice of stockholder nominations of directors or business to be brought before an annual meeting to be delivered within a window of 120 days and 90 days prior to the anniversary date of the preceding year's annual meeting (previously 90 days and 60 days); and
•require stockholders soliciting proxies from other stockholders to use a proxy card color other than white.
The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by this reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal 1. Stockholders elected each of the Company's four Class I director nominees, each to serve a one-year term, as set forth below:
Name Votes For Votes Withheld Broker Non-Votes Li Haslett Chen 1,410,369,631 162,721,664 339,159,239 Kenneth W. Lowe 1,414,383,757 158,707,538 339,159,239 Paula A. Price 1,452,733,197 120,358,098 339,159,239 David M. Zaslav 1,486,848,524 86,242,771 339,159,239
Proposal 2. Stockholders ratified the appointment of
Votes For Votes Against Abstentions
1,869,812,254 37,012,060 5,426,220
Proposal 3. Stockholders approved, on a non-binding, advisory basis, the 2022 compensation of the Company's named executive officers, commonly referred to as a "Say-on-Pay" vote, as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
795,285,562 770,612,628 7,193,105 339,159,239
Proposal 4. Stockholders approved, on a non-binding, advisory basis, a voting frequency of "Every Year" for future "Say on Pay" advisory votes, as set forth below: Every Year Every 2 Years Every 3 Years Abstentions Broker Non-Votes 1,537,584,792 4,124,828 22,984,830 8,396,845 339,159,239 -2-
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On
Proposal 5. Stockholders did not approve the stockholder proposal regarding simple majority vote, as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
676,399,637 889,464,557 7,227,101 339,159,239
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 3.1 Amended and Restated Bylaws ofWarner Bros. Discovery, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -3-
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