Warner Bros. Discovery Shareholders Weigh Proxy Vote Amid $30 vs. $72B Bidding War (WBD, NFLX, PSKY)

Shareholders of Warner Bros. Discovery (WBD) are growing impatient with the $30-per-share all-cash tender from Paramount Skydance (PSKY) as a proxy vote on Netflix’s $72B proposal looms. The board’s fiduciary duty shifts in a sale to maximize value, drawing criticism from activist and mutual fund investors who see the bidding war as a proxy contest. Since Netflix’s December 31 bid, mutual fund positions in WBD have surged: BlackRock Event Driven Equity Fund (+374%) and Vanguard Windsor II Fund (+15%) increased holdings. Greenlight Capital and Oakmark Funds are likely sellers, seeking the bid-to-price spread and faster closure, with Greenlight estimating a post-deal price of $30–$35. Paramount extended its tender deadline to March 2, seeking to gather enough shares to force a board sale. Regulatory risks in the U.S. and the U.K. are weighing on Netflix’s bid, with antitrust concerns cited by Senate Judiciary Committee Chairman Mike Lee and European counterparts. These risks could favor Paramount’s more aggressive, competitive approach if investors compare risk-adjusted returns.