Director and Committee Independence

• 11 of 12 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 process, 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 5 years (as of October 1, 2024)
• Added 7 new independent directors in 2022
• 3 of 12 directors are women
• 6 of 12 directors are ethnically diverse
• Average age of independent directors is 66 years (as of October 1, 2024)

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 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 2024 Annual Meeting of Stockholders
• Annual stockholder outreach led by Board Chair, with other Committee Chairs participating, as appropriate
• Stockholder ability to contact directors

Robust CEO and Executive 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

Comprehensive Clawback and Anti-Hedging Policies

• Clawback policy that requires recoupment of erroneously awarded incentive-based compensation following a financial restatement
• Additional clawback provisions in equity grant documents that permit the Company to recoup incentive compensation upon a material financial 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
   

Political Contributions

We do not contribute corporate funds to candidates for federal offices.  Any monetary or other contributions by a Warner Bros. Discovery officer, director, or employee to such candidates or organizations must be made solely in the donor’s personal capacity. Under no circumstances will such contributions be reimbursed by Warner Bros. Discovery, any of its subsidiaries or affiliates, or any other individual.

As permitted by applicable law, we may contribute corporate funds to state and local political parties, candidates for state and local offices, and organizations that promote or oppose such candidates or state and local ballot initiatives. No state or local contributions may be made by the Company without prior written approval of the Executive Vice President of Public Policy and Corporate/Government Affairs. In addition, no single contribution above $1,000 may be made without prior written approval from the General Counsel.

All corporate contributions are made based on corporate objectives and public policy priorities and not on the basis of the partisan affiliation of the candidate or organization. Information on our political contribution activity for the period from January 1, 2023 through December 31, 2023 is available here.

Political Action Committee

In accordance with regulations of the U.S. Federal Election Commission (“FEC”), we maintain the Discovery Communications, LLC PAC (the “WBD PAC”), a federal political action committee which accepts voluntary contributions from employees and, in turn, makes contributions to candidates for federal office.  Contributions from the WBD PAC to candidates are generally split between candidates for the two major parties over the course of an election cycle but are otherwise allocated based on our Company’s objectives and policy priorities and not on the basis of the partisan affiliation of the candidate or organization.

Details on contributions made by the WBD PAC can be found on the FEC website (www.fec.gov).

Trade Associations

Warner Bros. Discovery belongs to a number of U.S. trade associations for various business-related reasons, such as networking with peer firms and helping develop industry best practices. While we pay membership dues, we do not control how such dues are spent, and we may not agree with the position or decision an organization takes on a given matter. Information on our 2023 memberships is available here.

Lobbying Activity

The Company employs, and occasionally contracts for, lobbying services to address issues of interest to the Company. These activities are conducted in compliance with all legal requirements. We report our lobbying activity related to the federal government of the United States, as required by law, to the Secretary of the Senate and to the Office of the Clerk of the House of Representatives. These reports are available on the websites of those entities. We also disclose state-based lobbying activities to the relevant agencies.

Related Policies

The Company operates under several other policies, which may be related to or applied to political activity in certain circumstances. These include our Code of Ethics, Anti-Bribery Anti-Corruption Policy, Travel and Business Expense Policy, Gifts and Entertainment Policy, among others.