UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2021 (
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Item 5.07 | Submission of Matters to a Vote of Security Holders |
On March 2, 2021, Warner Music Group Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, four proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 19, 2021 (the “2021 Proxy Statement”). The final voting results are as follows:
Proposal 1: The Company’s stockholders elected the eleven director nominees named in the Company’s 2021 Proxy Statement to serve for a one-year term ending at the 2022 Annual Meeting of Stockholders. The voting results are set forth below:
Director Nominee |
For |
Against |
Abstain |
Broker Non-Vote | ||||
Stephen Cooper |
8,110,678,554 | 23,970,859 | 30,444 | 18,268,473 | ||||
Lincoln Benet |
8,087,955,070 | 34,690,243 | 12,034,544 | 18,268,473 | ||||
Alex Blavatnik |
8,103,493,120 | 31,154,991 | 31,746 | 18,268,473 | ||||
Len Blavatnik |
8,093,635,743 | 39,869,445 | 1,174,669 | 18,268,473 | ||||
Mathias Döpfner |
8,108,178,232 | 25,327,138 | 1,174,487 | 18,268,473 | ||||
Noreena Hertz |
8,107,958,872 | 25,546,007 | 1,174,978 | 18,268,473 | ||||
Ynon Kreiz |
8,111,164,526 | 23,484,822 | 30,509 | 18,268,473 | ||||
Ceci Kurzman |
8,111,330,537 | 23,318,256 | 31,064 | 18,268,473 | ||||
Thomas H. Lee |
8,110,996,042 | 23,652,397 | 31,418 | 18,268,473 | ||||
Michael Lynton |
8,089,025,772 | 45,622,893 | 31,192 | 18,268,473 | ||||
Donald Wagner |
8,094,616,496 | 38,888,241 | 1,175,120 | 18,268,473 |
Proposal 2: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2021. The voting results are set forth below:
For |
Against |
Abstain |
Broker Non-Vote | |||
8,152,914,196 |
2,721 | 31,413 | None. |
Proposal 3: The Company’s stockholders approved an advisory resolution approving the compensation of the Company’s named executive officers (the “Say-on-Pay” vote). The voting results are set forth below:
For |
Against |
Abstain |
Broker Non-Vote | |||
8,131,475,684 |
2,024,353 | 1,179,820 | 18,268,473 |
Proposal 4: The Company’s stockholders recommended, on an advisory basis, an every three-year frequency for future Say-on-Pay votes. There were 33,037 abstentions from voting and 18,268,473 broker non-votes on Proposal 4. The voting results are set forth below:
Frequency of Votes to Approve the |
For |
|||
One Year |
54,458,550 | |||
Two Years |
16,927 | |||
Three Years |
8,080,171,343 |
After taking into consideration the foregoing voting results and the prior recommendation of the Company’s board of directors for an every three years frequency for future Say-on-Pay votes, the board of directors has determined that the Company will hold such future Say-on-Pay votes every three years.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WARNER MUSIC GROUP CORP. | ||
By: | /s/ Paul M. Robinson | |
Paul M. Robinson | ||
Executive Vice President, General Counsel and Secretary |
Date: March 3, 2021