An Offer No Director Can Decline: Board data, methods and sources

The board, as filed

From the 2026 DEF 14A (annual meeting held June 9, 2026):

And one seat that appears in no independence table: John Malone, Chair Emeritus, retired from voting in 2025, still attends board meetings in an advisory capacity, and currently shares the Sirius XM boardroom with Zaslav. When Paramount sued the board for breach of fiduciary duty in January, its complaint named the directors "and our Chair Emeritus, Dr. Malone." Even the bidder counted him.

A fact-check request covering the Sanchez-Malone relationship, Malone's Chair Emeritus role, the related-person transactions and the director table was sent to WBD's chief communications officer on Friday, July 24, with a deadline of Monday, July 27, 17:00 CET. No response was received by publication.

Data: WBD 2026 DEF 14A (filed April 2026): related-person transactions, independence determination, director bios. WBD FY2025 Form 10-K (filed February 27, 2026): deal terms and chronology, $31.00 merger consideration plus Ticking Consideration ($0.00277778/day after September 30, 2026, capped at $0.25 per 90 days), $7.0 billion PSKY reverse termination fee, Ellison guarantee of $45.72 billion, Netflix structure (Streaming and Studios sold following spin-off of Discovery Global to shareholders), Netflix termination and $2.8 billion fee paid by PSKY, PSKY Delaware complaint of January 12, 2026 naming the board and Chair Emeritus; shares outstanding 2,479,929,515 as of February 12, 2026, hence $1.00 per share ≈ $2.5 billion; Zaslav grants per 10-K subsequent events: 3,052,734 options granted January 2, 2026 at $10.47 fair value per share (≈$32 million) and 1,963,465 RSUs granted January 5, 2026 with a stated grant-date fair value of $56 million, together ≈$88 million, pursuant to the Amended and Restated Employment Agreement of June 12, 2025; the separation plan was announced June 9, 2025. Network figures computed from BoardEx US employment records (386 career spells for the 13 directors and Malone); pairs counted on shared organizations outside the WBD/Discovery corporate family; co-option per Coles, Daniel and Naveen (directors appointed after the incumbent CEO took office). The Malone-Sanchez family relationship is not disclosed in the 2026 proxy (it was disclosed in the 2025 proxy); per Bloomberg, The Hollywood Reporter and Deadline (September 2024). CBS settlement, FCC statements and commissioner gifts per CBS News, Axios and ProPublica reporting; the skybox and ticket details per ProPublica (July 16, 2026). CNN newsroom mood and departures per NBC News (July 2026); Reid, Swisher and Cooper per NBC News and subsequent reporting; CBS News personnel changes under incoming leadership widely reported 2025-26; Ellison independence assurance per Variety and The Hollywood Reporter. Malone contributions per FEC records ($250,000 to the 2017 inaugural fund; donations to 2020 re-election committees and the Save America PAC, as reported by multiple outlets from FEC filings); Malone CNN quote per CNBC interview with David Faber, November 2021. The 2025 Delaware disinterestedness presumption is codified in 8 Del. C. §144 as amended by SB 21 (March 2025), rebuttable only by substantial and particularized facts, and was upheld by the Delaware Supreme Court in 2026. Case law: Paramount Communications v. Time (Del. 1989), Revlon v. MacAndrews & Forbes (Del. 1986), Air Products v. Airgas (Del. Ch. 2011), eBay Domestic Holdings v. Newmark (Del. Ch. 2010). Value taxonomy: Paramount transaction approximately $81 billion in equity value and $110.9 billion enterprise value including assumed debt, per Paramount's announcement of February 27, 2026; the initial $30 bid approximately $78 billion equity / $108 billion enterprise; Netflix transaction $72 billion in equity value per contemporaneous press reporting (roughly $83 billion including debt per NBC News); the 10-K states no aggregate values. The Sanchez-Malone relationship was disclosed in WBD's 2025 proxy; the 2026 proxy's independence discussion does not mention it. FCC posture: the merger transfers no WBD broadcast licenses; a foreign-ownership petition tied to the acquisition financing of Paramount's 28 CBS stations is before the agency, and Paramount has stated that approval is not a condition to closing (per Reuters and the July 2026 Senate letter to the FCC). Deal status as of July 24, 2026: on that date, Paramount agreed in a court filing not to complete the merger until the earlier of five days after a merits determination or June 1, 2027 (per CNN Business and the New York attorney general's announcement); plaintiffs include twelve state attorneys general and the Writers Guild of America; WBD shareholders approved the merger on April 23, 2026.