Warner Music Group Corp.

Regulatory Filings • Mar 2, 2022

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 2, 2022 ( February 28, 2022 )

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 February 28, 2022, Warner Music Group Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, two 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, 2022 (the “2022 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 2022 Proxy Statement to serve for a one-year term ending at the 2023 Annual Meeting of Stockholders. The voting results are set forth below:

Director Nominee	For	Against	Abstain	Broker Non-Vote
Stephen Cooper	7,676,895,710	747,824	143,327	14,579,341
Lincoln Benet	7,624,739,695	52,903,613	143,553	14,579,341
Alex Blavatnik	7,625,924,830	51,717,993	144,038	14,579,341
Len Blavatnik	7,611,234,166	66,408,943	143,752	14,579,341
Mathias Döpfner	7,668,429,707	9,213,386	143,768	14,579,341
Nancy Dubuc	7,677,621,999	21,498	143,364	14,579,341
Noreena Hertz	7,667,440,927	10,202,504	143,430	14,579,341
Ynon Kreiz	7,667,438,949	10,204,195	143,717	14,579,341
Ceci Kurzman	7,667,407,629	10,235,563	143,669	14,579,341
Michael Lynton	7,653,911,958	23,731,412	143,491	14,579,341
Donald Wagner	7,626,625,943	51,017,380	143,538	14,579,341

Proposal 2: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2022. The voting results are set forth below:

For	Against	Abstain	Broker Non-Vote
7,692,245,815	7,809	112,578	None.

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 and General Counsel

Date: March 2, 2022