Fiduciary duty requires that management deploy shareholder capital toward projects that maximize long-term value. While we recognize that intangible benefits such as employee morale and brand reputation have value, they must not be used as a blanket justification for significant operational and capital expenditures without rigorous financial discipline.
A review of the Company’s 2024 Impact Report1 reveals substantial investments where the business case appears predicated on qualitative values rather than quantitative returns. Shareholders should be concerned that these initiatives may be operating as cost centers with undefined financial horizons. Three examples include:
1. Green Building Certifications:
The Company has committed to obtaining third-party certifications for its real estate portfolio, citing “owned facilities or facilities within the Company's operational control.” Recent achievements include LEED Gold and WELL Platinum certifications. These distinctions likely incur premiums in construction materials, consultant fees, and administrative costs. The Impact Report cites optimized efficiency but fails to disclose whether any premium paid for these certifications generates a positive NPV compared to standard, code-compliant energy efficiency. Shareholders deserve to know if “Gold” and “Platinum” plaques are delivering a hurdle-rate return or merely serving as marketing expenses.
2.Business Resource Groups (BRGs) and Employee Time:
WBD maintains a massive internal structure of “employee-led” and “voluntary” Business Resource Groups, which expanded by 24 chapters in 2024. With over 100 chapters and 7,400+ members, a significant volume of paid employee hours is potentially diverted from core business tasks to organize and attend BRG activities. The report justifies this as “driving authentic inclusion.” However, absent an ROI calculation that accounts for the “soft costs” of diverted labor and the “hard costs” of chapter funding, shareholders cannot assess whether this structure supports or hinders productivity.
3.Environmental Infrastructure and Climate Consulting:
The Company describes investments in custom infrastructure, such as on-site solar panels, and the purchase of 12,680 MWh of renewable energy. Additionally, resources were deployed to retain third parties for complex “climate-related risks and opportunities scenario analysis.” While listed as opportunities to “increase business continuity,” the report lacks transparency regarding the CAPEX, energy premiums, or consulting fees associated with these hedges. Without NPV data, it is unclear if these are financially accretive investments or performative costs.
We urge shareholders to vote FOR this proposal to ensure that “Impact” spending is subjected to the same financial rigor as all other capital allocation decisions.

1 https://static-wbd-cdn.wbd.com/s3_assets/docs/2025-06/wbd_2024_impact_report.pdf