Warner Bros Discovery (WBD) has formally called a Special Meeting of Shareholders for March 20, 2026, at 8:00 AM Eastern Time, where investors will vote on the company’s proposed merger with Netflix.
The media conglomerate has also begun dispatching its definitive proxy statement to shareholders ahead of the crucial decision.
The announcement marks a decisive moment in what has rapidly evolved into one of the most closely watched corporate battles in the global entertainment industry.
In its official communication, WBD stated, “Warner Bros. Discovery, Inc. (“WBD”) (NASDAQ: WBD) today announced that it will hold the Special Meeting of Shareholders (the “Special Meeting”) to vote on the merger with Netflix, Inc. (“Netflix”) (NASDAQ: NFLX) on March 20, 2026 at 8 AM Eastern Time and the commencement of mailing of the definitive proxy statement to shareholders in connection with the Special Meeting.”
A Seven-Day Window For Rival Talks
While the company has reiterated its support for the Netflix transaction, developments took a notable turn with confirmation that Netflix has granted a limited waiver under the merger agreement, reported ANI.
The waiver allows WBD to engage in discussions with Paramount Skydance (PSKY) for a seven-day period ending on February 23, 2026.
The stated objective of these talks is to provide clarity for shareholders and to give Paramount Skydance an opportunity to present what it terms its “best and final” proposal.
Despite opening this window, the WBD Board of Directors has made its position clear. It continues to unanimously recommend the merger with Netflix and has urged shareholders to reject Paramount Skydance’s current offer. At the same time, the company acknowledged it is engaging in discussions to determine whether Paramount Skydance can deliver a binding proposal that offers superior value and greater certainty.
Board Stands Firm On Netflix Deal
David Zaslav, President and Chief Executive Officer of Warner Bros. Discovery, underlined the company’s priorities in navigating the competing bids. He said, “Throughout the entire process, our sole focus has been on maximizing value and certainty for WBD shareholders.”
He added, “Every step of the way, we have provided PSKY with clear direction on the deficiencies in their offers and opportunities to address them. We are engaging with PSKY now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer.”
Samuel A Di Piazza, Jr, Chair of the Warner Bros. Discovery Board of Directors, reinforced the board’s stance, stating, “As announced today, we continue to believe the Netflix merger is in the best interests of WBD shareholders due to the tremendous value it provides, our clear path to achieve regulatory approval and the transaction’s protections for shareholders against downside risk.”
Competing Bids And Escalating Stakes
Paramount Skydance had earlier indicated a willingness to pay $31 per share and suggested this was not its final proposal. In response, WBD issued a letter outlining unresolved issues and requested a binding offer with clear, definitive terms.
The rivalry intensified after Netflix reached what was described as a “friendly” agreement in late 2025 to acquire WBD’s premium content and streaming assets for approximately $83 billion. The structure of the deal would merge the two streaming operations while spinning off WBD’s legacy cable networks into a separate entity.
However, Paramount Global, recently combined with Skydance Media, countered with a significantly larger offer valued at $108.4 billion for the entire company, including the cable networks that Netflix intended to separate.
The contest has since evolved into a full-scale bidding battle, marked by complex legal and financial manoeuvring. Although the WBD board initially favoured Netflix’s proposal, Paramount Skydance sought to strengthen its appeal by pledging to cover the $2.8 billion breakup fee WBD would owe Netflix if it withdrew from the agreement. It also offered a so-called “ticking fee”, promising additional cash compensation to shareholders should regulatory approvals be delayed.
Shareholder Decision Day Approaches
WBD has scheduled the vote in line with its ongoing commitment to complete the Netflix merger. Shareholders on record as of 5 PM Eastern Time on February 4, 2026, will be eligible to cast their votes at the Special Meeting.
The company’s current position is rooted in a strategic review conducted last year, when WBD decided to separate its Streaming & Studios businesses from its Global Linear Networks division. During that process, Paramount Skydance approached WBD in September 2025 and submitted multiple proposals, each of which was twice unanimously rejected by the board due to unfavourable terms and conditions.
