UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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 (March 2, 2021)

 

Warner Music Group Corp.

(Exact name of Registrant as specified in its charter)

 

 

Delaware		001-32502		13-4271875
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1633 Broadway, New York, New York				10019
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (212) 275-2000

 

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)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of Exchange on which Registered
Class A Common Stock		WMG		The Nasdaq Stock Market LLC

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 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 Compensation Paid to the Company’s NEOs		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.

 

Date: March 3, 2021