Paramount Skydance (PSKY) Proxy Filing summary

Executive summary

• Paramount is soliciting proxies to vote against the proposed acquisition of Warner Bros. Discovery by Netflix, arguing its own $30.00 per share all-cash offer is superior in value and certainty compared to the Netflix transaction, which involves a complex structure and uncertain consideration due to debt adjustments and speculative equity in Global Linear Networks.

• Paramount's offer is fully financed, with equity backstopped by the Ellison family and RedBird, and $54 billion in debt commitments from major banks, providing a clear regulatory path and no financing condition.

• Paramount criticizes the Warner Bros. Board for not engaging in substantive negotiations, claiming the sale process favored Netflix and did not maximize shareholder value.

• Paramount urges shareholders to vote against all special meeting proposals to preserve the opportunity to accept its superior offer and exercise appraisal rights for fair value.

Voting matters and shareholder proposals

• Shareholders are asked to vote against: (1) the Netflix Merger Agreement, (2) the conversion of Warner Bros. into an LLC, and (3) the compensation proposal for Warner Bros. executives related to the Netflix merger.

• Paramount recommends voting against all proposals to block the Netflix transaction and enable consideration of its own offer.

• Voting instructions are provided for both record holders and beneficial owners, emphasizing the use of the blue proxy card and the ability to revoke prior votes.

Board of directors and corporate governance

• Paramount's board and special committee, including independent directors, were actively involved in the offer process and negotiations.

• Paramount intends to nominate directors for election at Warner Bros.' 2026 annual meeting to further its position.