Warner Music Group Files Definitive Proxy Statement

TL;DR

WMG filed its proxy statement, shareholders vote soon.

AI Summary

Warner Music Group Corp. filed its definitive proxy statement (DEF 14A) on January 21, 2025, for its fiscal year ending September 30, 2024. The filing, which is a public document, outlines information related to the company's annual meeting and shareholder matters. The company's principal executive offices are located at 1633 Broadway, New York, NY.

Why It Matters

This filing is crucial for shareholders as it details the agenda for the annual meeting, including voting matters, executive compensation, and director nominations, allowing them to make informed decisions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing providing information to shareholders and does not inherently present new risks.

Key Numbers

• 001-32502 — SEC File Number (Identifies the company's filings with the SEC.)
• 25540476 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Warner Music Group Corp. (company) — Registrant
• 1633 Broadway, New York, NY (location) — Principal Executive Offices
• 0930 (date) — Fiscal Year End
• 20250121 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — ares of Class A common stock, par value $0.001 per share (the "Class A Common Stock")

Filing Documents

• ny20038375x1_def14a.htm (DEF 14A) — 1248KB
• sig_trenttappe.jpg (GRAPHIC) — 32KB
• logo_warnermusicgrp.jpg (GRAPHIC) — 39KB
• ny20038375x1-pc_1.jpg (GRAPHIC) — 575KB
• ny20038375x1-pc_2.jpg (GRAPHIC) — 486KB
• ny20038375x1_cecikurzman.jpg (GRAPHIC) — 61KB
• ny20038375x1_donaldawagner.jpg (GRAPHIC) — 72KB
• ny20038375x1_envelopex1.jpg (GRAPHIC) — 5KB
• ny20038375x1_laptopx1.jpg (GRAPHIC) — 6KB
• ny20038375x1_lenblavatnik.jpg (GRAPHIC) — 65KB
• ny20038375x1_lincolnbenet.jpg (GRAPHIC) — 30KB
• ny20038375x1_mdopfner.jpg (GRAPHIC) — 30KB
• ny20038375x1_michaellynton.jpg (GRAPHIC) — 37KB
• ny20038375x1_nancydubuc.jpg (GRAPHIC) — 34KB
• ny20038375x1_noreenahertz.jpg (GRAPHIC) — 41KB
• ny20038375x1_personx1.jpg (GRAPHIC) — 6KB
• ny20038375x1_phonex1.jpg (GRAPHIC) — 8KB
• ny20038375x1_robertkynel.jpg (GRAPHIC) — 43KB
• ny20038375x1_valblavatnik.jpg (GRAPHIC) — 40KB
• ny20038375x1_ynonkreis.jpg (GRAPHIC) — 42KB
• sig_robertkynel.jpg (GRAPHIC) — 23KB
• 0001140361-25-001453.txt ( ) — 6720KB
• wmg-20250304.xsd (EX-101.SCH) — 4KB
• wmg-20250304_def.xml (EX-101.DEF) — 3KB
• wmg-20250304_lab.xml (EX-101.LAB) — 3KB
• wmg-20250304_pre.xml (EX-101.PRE) — 6KB
• ny20038375x1_def14a_htm.xml (XML) — 354KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 16 PROPOSAL 2 Ratification of Appointment of Independent Registered Public Accounting Firm 18 Fees Paid to KPMG LLP 18 Audit Committee Pre-Approval Policy 19 Audit Committee Report 19

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 21 Board and Corporate Governance Practices 41 Board Leadership Structure 41 Director Nominations 41 Director Independence 41 Executive Sessions 42 Oversight of Risk Management 42 Information about the Board Committees 42 Insider Trading Policy 46 Codes of Conduct 46 Executive Officers 47 Certain Relationships and Related Person Transactions 49 Policies and Procedures for Related Person Transactions 49 Relationship with Access 49 Registration Rights Agreement 51 Transactions with Access Affiliates 51 Relationships with Other Directors, Executive Officers and Affiliates 52 Director Indemnification Agreements 52 Section 16(a) Beneficial Ownership Reporting Compliance 52 The Annual Meeting, Voting and Other Information 54 Overview 54 Attending the Annual Meeting 54 Directors' Attendance at the Annual Meeting 54 Shares Outstanding and Holders of Record Entitled to Vote at the Annual Meeting 54 Your Vote Is Important 54 Quorum Requirement 54 Voting Your Shares 55 Vote Required for Each Proposal 56 Matters to be Presented 56 Delivery of Proxy Materials 56 Proxy Solicitation Costs 57 iv TABLE OF CONTENTS Page Vote Tabulation 57 Inspector of Election 57 Results of the Vote 57 Other Information 57

Forward-Looking Statements

Forward-Looking Statements 59 v TABLE OF CONTENTS Certain Important Terms As used in this Proxy Statement, "we," "us," "our" and the "Company" mean Warner Music Group Corp. and its consolidated subsidiaries, unless the context refers only to Warner Music Group Corp. as a corporate entity. We also use the following terms: "Access" means Access Industries, LLC, a Delaware limited liability company, and its affiliates, certain of which are our controlling stockholders. "Acquisition Corp." means WMG Acquisition Corp., a Delaware corporation, and a direct wholly owned subsidiary of Holdings. "common stock" means our Class A Common Stock and our Class B Common Stock, together. "Holdings" means WMG Holdings Corp., a Delaware corporation, and a direct wholly owned subsidiary of WMG. "SEC" means the U.S. Securities and Exchange Commission. "Warner Music Group" or "WMG" means Warner Music Group Corp., a Delaware corporation, without its consolidated subsidiaries. 1 TABLE OF CONTENTS Proxy Summary This section summarizes important information contained in this Proxy Statement and in our 2024 Annual Report to Stockholders (the "Annual Report"), but does not contain all the information that you should consider when casting your vote. Please review the entire Proxy Statement and the Annual Report carefully before voting. Proposals for Your Vote Proposal Board Recommendation Page(s) 1. Proposal 1 : Election of eleven directors for a one-year term ending at the 2026 Annual Meeting of Stockholders FOR each of the nominees 4 2. Proposal 2 : Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2025 FOR 18 Board of Directors Composition The fundamental duty of the Board is to oversee the Company for the benefit of our stockholders. It is essential that the Board be composed of directors who are qualified to oversee the development and execution by our management of our

View Full Filing

View this DEF 14A filing on SEC EDGAR