UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ Preliminary Proxy Statement |
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) |
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| ¨ Definitive Proxy Statement | ||
| x Definitive Additional Materials | ||
| ¨ Soliciting Material Pursuant to § 240.14a-12 |
WARNER MUSIC GROUP CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14(a)-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on March 2, 2021.
| Meeting Information | ||||
| WARNER MUSIC GROUP CORP. |
Meeting Type: For holders as of: |
Annual Meeting January 7, 2021 |
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| Date: March 2, 2021 Time: 9:00 AM, Eastern Time | ||||
| Location: |
Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/WMG2021.
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The company will
be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/WMG2021 and be sure to have the information that is printed in the box marked by the arrow  (located on the following page). |
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WARNER MUSIC GROUP CORP. |
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting. |
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| See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||
D29851-P48006
| Before You Vote | ||||
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | ||||||||
| PROXY STATEMENT ANNUAL REPORT | ||||||||
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How to View Online: Have the information that is printed in the box marked by the arrow |
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How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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| 1) | BY INTERNET: | www.proxyvote.com | ||||||
| 2) | BY TELEPHONE: | 1-800-579-1639 | ||||||
| 3) | BY E-MAIL*: | sendmaterial@proxyvote.com | ||||||
| * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow (located on the following page) in the subject line. |
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before February 16, 2021 to facilitate timely delivery.
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| How To Vote | ||||
Please Choose One of the Following Voting Methods
| Vote By Internet: | ||
| Before The Meeting: | ||
| Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions. |
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| During The Meeting: | ||
| Go to www.virtualshareholdermeeting.com/WMG2021. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions. |
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| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
D29852-P48006
| Voting Items | ||||
| The Company’s Board of Directors (“Board”) recommends that you vote “FOR” the election of each of the nominees named in Proposal 1 of the accompanying Proxy Statement, “FOR” each of Proposals 2 and 3, and for a frequency of “THREE YEARS” for future advisory votes to approve compensation paid to the Company’s named executive officers in Proposal 4. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement. | ||||
| 1. | Election of eleven directors for a one-year term ending at the 2022 Annual Meeting of Stockholders; | |||
| Nominees: | ||||
| 1a. | Stephen Cooper | |||
| 1b. | Lincoln Benet | |||
| 1c. | Alex Blavatnik | |||
| 1d. | Len Blavatnik | |||
| 1e. | Mathias Döpfner | |||
| 1f. | Noreena Hertz | |||
| 1g. | Ynon Kreiz | |||
| 1h. | Ceci Kurzman | |||
| 1i. | Thomas H. Lee | |||
| 1j. | Michael Lynton | ||||
| 1k. | Donald A. Wagner | ||||
| 2. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2021; | ||||
| 3. | Advisory vote to approve the compensation paid to the Company’s named executive officers; | ||||
| 4. | Advisory vote on the frequency of future advisory votes to approve the compensation paid to the Company’s named executive officers; and | ||||
| Note: | Also includes authorization of the named proxies to vote in their discretion upon any such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | ||||
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