Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 9, 2023, the Board of Directors (the "Board") of Warner Bros. Discovery, Inc. (the "Company") approved amendments to the Amended and Restated Bylaws (the "Bylaws"), which became effective immediately upon adoption. The Board adopted the amendments in an effort to modernize the Bylaws and to comply with the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the "SEC"). Among other things, the amendments to the Bylaws:

•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 SEC under Rule 14a-19 of the Securities Exchange Act of 1934;

•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 May 8, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting") by means of remote communication. The following are the results of the voting on the proposals submitted to stockholders at the Annual Meeting.

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 PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, as set forth below:

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


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On May 9, 2023, the Board considered the foregoing advisory vote. In light of such vote, the Board has decided that the Company will solicit, in its proxy materials, an advisory vote on "Say on Pay" every year. The Board's decision regarding the frequency of the stockholder "Say on Pay" vote will remain in effect until such time as a new frequency vote is required.

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 of Warner Bros. Discovery, Inc.
104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)




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