Paramount to nominate directors at WBD annual meeting, files lawsuit

Paramount Skydance Corporation (NASDAQ: PSKY) announced plans to nominate directors for election at Warner Bros. Discovery's 2026 annual meeting and file a lawsuit seeking disclosure of financial information related to WBD's Netflix transaction.

The media company stated it will nominate directors who would engage with Paramount's $30 per share all-cash offer for Warner Bros. Discovery (NASDAQ: WBD) and propose an amendment to WBD's bylaws requiring shareholder approval for any separation of Global Networks. If WBD calls a special meeting before the annual meeting to vote on the Netflix agreement, Paramount said it will solicit proxies against approval.

Paramount filed a lawsuit in Delaware Chancery Court seeking disclosure of information about how WBD valued the Global Networks equity, the overall Netflix transaction, and the purchase price reduction mechanism for debt transfers. The company claims WBD has not provided this information in its 14D-9 filings.

The Netflix transaction involves $23.25 in cash plus Netflix shares and Global Networks equity that Paramount values at zero. Paramount argues its $30 per share cash offer exceeds the value of Netflix's consideration package.

In a letter to WBD shareholders, Paramount CEO David Ellison stated the company made its initial offer four months ago when WBD's share price was $12.54. He said WBD never responded to Paramount's December 4 offer or attempted to negotiate terms.

The advance notice window for WBD's 2026 annual meeting opens in three weeks, according to the letter. Paramount maintains its tender offer and stated its goal remains reaching an agreement with WBD's board.

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