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 8, 2024 (
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered under Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On March 5, 2024, Warner Music Group Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, three 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 on January 18, 2024 (the “2024 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 2024 Proxy Statement to serve for a one-year term ending at the 2025 Annual Meeting of Stockholders. The voting results are set forth below:
| Director Nominee |
For | Against | Abstain | Broker Non-Vote | ||||||||||||
| Robert Kyncl |
7,643,449,972 | 1,833,020 | 299,146 | 16,446,044 | ||||||||||||
| Lincoln Benet |
7,588,003,447 | 53,528,377 | 4,050,314 | 16,446,044 | ||||||||||||
| Len Blavatnik |
7,623,293,713 | 21,989,493 | 298,932 | 16,446,044 | ||||||||||||
| Val Blavatnik |
7,585,404,909 | 59,877,701 | 299,528 | 16,446,044 | ||||||||||||
| Mathias Döpfner |
7,630,378,919 | 14,903,178 | 300,041 | 16,446,044 | ||||||||||||
| Nancy Dubuc |
7,643,229,086 | 2,053,813 | 299,239 | 16,446,044 | ||||||||||||
| Noreena Hertz |
7,609,013,675 | 32,518,429 | 4,050,034 | 16,446,044 | ||||||||||||
| Ynon Kreiz |
7,610,407,953 | 31,123,010 | 4,051,175 | 16,446,044 | ||||||||||||
| Ceci Kurzman |
7,598,154,485 | 43,376,857 | 4,050,796 | 16,446,044 | ||||||||||||
| Michael Lynton |
7,635,621,125 | 5,910,926 | 4,050,087 | 16,446,044 | ||||||||||||
| Donald Wagner |
7,603,279,889 | 38,252,386 | 4,049,863 | 16,446,044 | ||||||||||||
Proposal 2: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The voting results are set forth below:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 7,661,707,604 | 22,555 | 298,023 | None |
Proposal 3: The Company’s stockholders voted to approve the compensation paid to the Company’s named executive officers. The voting results are set forth below:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 7,617,925,252 | 23,598,744 | 4,058,142 | 16,446,044 |
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 | |||
| Name: | Paul M. Robinson | |||
| Title: | Executive Vice President and General Counsel | |||
Date: March 8, 2024