WBD shareholders are scheduled to vote on the merger today, April 23, 2026. On April 16—one week before that vote—WBD filed a supplemental proxy disclosure acknowledging that its original 266-page proxy statement omitted material facts about the conflicts of interest of the financial advisors whose opinions the board relied on to recommend the deal. The supplement was filed after a shareholder lawsuit and fifteen stockholder demand letters alleged that the original proxy was materially false and misleading.

“WBD’s shareholders are being asked to approve one of the largest media transactions in American history on the basis of a proxy statement that hid the financial entanglements of the very advisors the board hired to evaluate the deal,” wrote Senator Booker. This disclosure “establishes that material conflicts of interest information was missing from the proxy on which shareholders are being asked to base their vote,” he added. “The concern here is not the merits of the private suit—it is whether shareholders, regulators, and the public are receiving complete and accurate information.”

Key points from the letters:

• Booker’s letter to WBD demands answers about when the board learned of its advisors’ conflicts and why that information was withheld from shareholders. “The Board hired three financial advisors to evaluate this transaction on behalf of WBD’s shareholders. The April 16 supplement now reveals that those advisors had financial relationships with the buyer’s ecosystem that were not disclosed in the original proxy,” wrote Senator Booker. 
• Booker’s letter to Allen & Company addresses the firm’s overlapping financial interests with parties on both sides of the transaction. “In short, Allen & Company had a financial interest in seeing this merger close at the lowest possible price for the buyer, stood to benefit from future business with the buyer’s financial backers, held equity in the acquiring company, and had one of its own managing directors sitting on the committee negotiating the deal,” wrote Senator Booker. “These facts fundamentally undermine the independence that WBD’s shareholders were entitled to expect from the Board’s financial advisor and call into question the objectivity of the fairness opinion on which the Board's recommendation rests.”
• Booker’s letter to Evercore raises concerns about the firm’s undisclosed financial relationships with Oracle and other backers of the deal. “These disclosures raise serious questions about whether Evercore could, or did, provide genuinely independent advice to WBD’s board and, by extension, to WBD’s shareholders,” wrote Senator Booker. “Evercore’s $55 million advisory fee is entirely contingent on consummation of the merger. If the shareholder vote fails, Evercore receives nothing.”

Booker has requested responses from all parties by May 5, 2026. The letters are part of Booker’s broader oversight of the proposed merger, which has included inquiries to the Federal Communications Commission (FCC) regarding foreign ownership implications, and requests to the Department of the Treasury and the Committee on Foreign Investment in the United States (CFIUS) to initiate a review of the role of the Gulf sovereign wealth fund’s financing in the transaction. Earlier this month, Booker held a congressional forum and heard testimony from actor Mark Ruffalo; Academy Award–winning filmmaker David Borenstein; Director of Legal Services at the Writers Guild, Michael Isaac; attorney and journalist Katie Phang; and Co-founder and Executive Director of the Partnership for Civil Justice Fund, Mara Verheyden-Hilliard. Each of the witnesses warned that the merger would put tens of thousands of media professionals at risk of losing their jobs and pose a threat to democracy itself.

Read the full text of the Allen & Company letter here.

Read the full text of the Warner Bros. Discovery letter here.

Read the full text of the Evercore letter here.

Read the full text of the FCC letter here.

Read the full text of the letter to CFIUS here.

Watch the congressional forum here.

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