Proxy Statement (Form DEF 14A)

SECURITIES AND EXCHANGE COMMISSION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

 

Dear WMG Shareholder:

It is my pleasure to invite you to our annual meeting, taking place on March 4, 2025. The attached proxy statement contains key information about the meeting's agenda, as well as voting instructions.

We appreciate your important votes on the issues contained in this proxy statement.

The last twelve months have seen us hit key creative milestones, including the world's biggest song of the year, the U.S.' biggest song of the year, and breaking the record for the most monthly Spotify listeners for any artist. Commercially too, we've made significant progress, successfully advocating for improvements in pricing and royalty models at the streaming services, while proving the potential of AI.

At the same time, we are evolving our company based on the principle that simplicity and focus drive higher intensity and impact. We've brought in dynamic new leaders, flattened our organization, globalized our catalog and distribution businesses, and made great strides in our digital transformation. Our focus on efficiency has freed up capital, enabling us to invest more in growth opportunities in both established and high-growth markets.

Above all, we continue to discover great talent, grow our catalog, champion the value of music, and distinguish ourselves in a thriving industry.

On behalf of our Board of Directors, and our entire company, thank you for your support of WMG.

Sincerely,

 

Chief Executive Officer

Notice of Annual Meeting of Stockholders

On behalf of the Board of Directors (the "Board"), I cordially invite you to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Warner Music Group Corp.

Date and Time

Tuesday, March 4, 2025 at 12:00 p.m., EasteTime

Location

We have adopted this technology to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment. We believe that the virtual Annual Meeting should enable increased stockholder participation from locations around the world.

Agenda

At the meeting, stockholders will consider and vote on the following matters:

The Board recommends that you vote "FOR" the election of each of the nominees named in Proposal 1 (Robert Kyncl, Lincoln Benet, Len Blavatnik, Val Blavatnik, Mathias Döpfner, Nancy Dubuc, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Michael Lynton and Donald A. Wagner) and "FOR" Proposal 2. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.

Voting Your Shares

Stockholders of record holding shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock") and shares of Class B common stock, par value $0.001 per share (the "Class B Common Stock"), of the Company (together, the "Shares") as of the close of business on January 6, 2025 (the "Record Date") are entitled to vote at the Annual Meeting.

Beneficial owners whose Shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions that they received from the nominee.

This notice is being delivered to the holders of Shares as of the close of business on January 6, 2025, the record date fixed by the Board for the purposes of determining the stockholders of the Company entitled to receive notice of and to vote at the Annual Meeting, and constitutes notice of the Annual Meeting under Delaware law. Proxy materials or a Notice of Internet Availability were first made available, sent or given to the Company's stockholders on or about January 21, 2025.

By Order of the Board of Directors,

 

Senior Vice President, Deputy General Counsel,

Chief Compliance Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on March 4, 2025.

The accompanying Proxy Statement, our 2024 Annual Report to Stockholders and directions on how to participate in the Annual Meeting are available at https://investors.wmg.com/investor-overview.

Table of Contents

Certain Important Terms

As used in this Proxy Statement, "we," "us," "our" and the "Company" mean Warner Music Group Corp. and its consolidated subsidiaries, unless the context refers only to Warner Music Group Corp. as a corporate entity. We also use the following terms:

Proxy Summary

This section summarizes important information contained in this Proxy Statement and in our 2024 Annual Report to Stockholders (the "Annual Report"), but does not contain all the information that you should consider when casting your vote. Please review the entire Proxy Statement and the Annual Report carefully before voting.

Proposals for Your Vote

Board of Directors Composition

The fundamental duty of the Board is to oversee the Company for the benefit of our stockholders. It is essential that the Board be composed of directors who are qualified to oversee the development and execution by our management of our business strategies. The Board seeks directors who possess a broad range of skills, expertise and perspectives. The composition of the Board, as reflected in the tables and charts below, demonstrates our commitment to these principles.

Board Composition Summary

Below is our current Board as of January 21, 2025.

Corporate Governance Highlights

Corporate Governance Profile

Our corporate governance profile aligns with that of other controlled public companies and reflects the influence and control of Access. However, we have the following structures in place that we believe contribute to more effective corporate governance, all of which are not requirements for controlled public companies:

Board Skills and Experience

The Board seeks directors who possess a broad range of skills, experience, expertise and perspectives that position the Board to effectively oversee the Company's strategies and risks. Our directors were carefully selected for their mix of skills and expertise, which align with, and facilitate effective oversight of, the Company's strategy. Our directors possess substantive skills and experience in the following key areas, which are relevant to the Board's oversight of the Company, including the music and entertainment industries; senior management; audit and accounting; public company board service; capital markets and corporate finance and strategic business planning.

Board Culture

The Board believes that a diverse Board is better able to effectively oversee our management and strategy and position the Company to deliver long-term value for our stockholders. The Board considers diversity, including gender and ethnic diversity, as adding to the overall mix of perspectives of the Board as a whole. With the assistance of the Nominating and Corporate Governance Committee, the Board regularly reviews trends in board composition, including on director diversity.

PROPOSAL 1

Election of Directors

The Board has nominated each of our eleven directors, Robert Kyncl, Lincoln Benet, Len Blavatnik, Val Blavatnik, Mathias Döpfner, Nancy Dubuc, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Michael Lynton and Donald A. Wagner, for election at the Annual Meeting to serve until the 2026 annual meeting or until their successors are elected or have been qualified. The Board believes that each of these nominees has the necessary skills and experience to effectively oversee our business. As of the date of this Proxy Statement, each of these nominees currently serves as a director. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected.

The Board recommends that you vote FORthe election of each of Robert Kyncl, Lincoln Benet, Len Blavatnik, Val Blavatnik, Mathias Döpfner, Nancy Dubuc, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Michael Lynton and Donald A. Wagner.

The Board is currently composed of eleven directors. A biography of each director nominee and a description of each director's skills and qualifications follow this proposal.

All director nominees will stand for election for a one-year term that expires at the 2026 Annual Meeting of Stockholders.

Unless otherwise instructed, the proxyholders will vote proxies FOR the nominees of the Board. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. However, if any of the Board's nominees should become unable for any reason or unwilling to serve as a director at any point before the Annual Meeting or any adjournment or postponement of the meeting, the Board may reduce the size of the Board or nominate another candidate for election as a director. If the Board nominates a new candidate, unless otherwise provided, the form of proxy attached to this Proxy Statement permits the proxyholders to use their discretion to vote for that candidate.

The Board of Directors

Nominees for Election as Directors for a Term Expiring in 2026

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the beneficial ownership of the Company's common stock as of January 6, 2025 by (i) each person known to own beneficially more than five percent of our common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current executive officers and directors as a group. Except as otherwise indicated, the business address of each stockholder listed on the table below is c/o Warner Music Group Corp., 1633 Broadway, New York, New York 10019.

The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Percentage computations are based on 144,300,695 shares of our Class A Common Stock and 375,380,313 shares of our Class B Common Stock outstanding as of January 6, 2025.

PROPOSAL 2

Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm ("independent auditor") and annually evaluates the independent auditor's qualifications, performance and independence.

The Audit Committee has appointed KPMG LLP ("KPMG") as our independent auditor for fiscal year 2025. KPMG has served as the independent auditor for the Company since 2015. KPMG's background knowledge of the Company, combined with its industry expertise, has enabled it to carry out its audits of our financial statements with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of KPMG as our independent auditor is in the best interest of the Company and its stockholders. In determining whether to reappoint KPMG, the Audit Committee considered factors such as:

The Audit Committee is involved in the selection of KPMG's lead engagement partner and ensures that the lead partner's engagement is limited to no more than five consecutive years of service in that role (in accordance with SEC rules). The current lead KPMG engagement partner is eligible to serve in that capacity through the end of the fiscal year 2027 audit.

We request that our stockholders ratify the appointment of KPMG as our independent auditor for fiscal year 2025. If the stockholders do not ratify such appointment, the Audit Committee will take note and may reconsider its retention of KPMG. If such appointment is ratified, the Audit Committee will still have the discretion to replace KPMG at any time during the year. Representatives of KPMG are expected to be present at the Annual Meeting and will have the opportunity to make a statement. They will also be available to respond to questions from stockholders regarding their audit of our consolidated financial statements and their audit of our internal control over financial reporting for fiscal year 2024.

The Board recommends that stockholders vote FORthe ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal year 2025.

Fees Paid to KPMG LLP

The following table sets forth the aggregate fees incurred to KPMG LLP for services rendered in connection with the consolidated financial statements, and reports for the fiscal years ended September 30, 2024 and September 30, 2023 on behalf of the Company and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services (in thousands):

These fees exclude out-of-pocket costs of approximately $0.09 million and $0.07 million for the periods ended September 30, 2024 and September 30, 2023, respectively.

Audit Fees:Consists of fees billed for professional services rendered for the audit of the Company's consolidated financial statements, the audit of the Company's internal control over financial reporting, the review

of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation.

Audit-Related Fees:Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation, consultations concerning financial accounting and reporting standards and implementation of new accounting standards.

Tax Fees:Consists of work performed in connection with tax compliance and advisory services.

All Other Fees:Consists of audit work performed in connection with the Company's SEC-registered transactions and debt offerings.

Audit Committee Pre-Approval Policy

The Audit Committee has adopted the Audit Committee Pre-Approval Policy (the "Pre-Approval Policy"), which requires its pre-approval of all audit and permitted non-audit services to be provided to the Company by the independent auditor to ensure that the provision of such services does not impair the auditor's independence. The Pre-Approval Policy sets forth pre-approval procedures. Pursuant to the Pre-Approval Policy, the Audit Committee will pre-approve the audit, audit-related, tax and permissible non-audit services that it believes would not impair the independence of the auditor. In addition, the Pre-Approval Policy delegates authority to the Audit Committee Chairperson, and may delegate to one or more of its other members, authority to pre-approve audit and permitted non-audit services. The Chairperson and any other member or members to whom such authority is delegated will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Pre-approval fee levels for services to be provided by the independent auditor are established or revised quarterly by the Audit Committee. The Audit Committee approved all audit and other permitted non-audit services provided by KPMG for fiscal year 2024 and the costs of those services.

Audit Committee Report

The Audit Committee operates under a written charter adopted by the Board. The Audit Committee currently consists of three directors, all of whom are independent directors under The Nasdaq Stock Market LLC ("Nasdaq") rules (Nancy Dubuc, Noreena Hertz and Ynon Kreiz).

The Board has determined that all three members of the Audit Committee have the requisite experience to be designated an audit committee financial expert as such term is defined under Item 407(d)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act") and the applicable standards of Nasdaq.

Management is responsible for the preparation and presentation of the Company's financial statements and the reporting process, for its accounting policies and procedures, and for the establishment of effective internal controls and procedures.

The primary duties of the Audit Committee are (i) to assist the Board's oversight of (a) the accounting, internal controls, financial and external reporting policies and practices of the Company; (b) the quality and integrity of the Company's financial statements and related disclosure; (c) the independent auditor's qualifications and independence; (d) the evaluation and management of the Company's financial risks; (e) the performance of the Company's internal audit function and independent auditor; and (f) the Company's compliance with legal and regulatory requirements; and (ii) the preparation of the report of the Committee required to be included in the Company's annual proxy statement under the rules of the SEC.

The independent auditor is responsible for performing an independent audit of the Company's financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board ("PCAOB"), and the independent auditor issues a report with respect to the audit. The independent auditor must express an opinion as to the conformity of our financial statements with U.S. generally accepted accounting principles and the effectiveness of our internal controls over financial reporting. The independent auditor regularly affirms to the Audit Committee that it remains independent from the Company.

The Audit Committee regularly meets with the independent auditor, both in general session and in executive session, to discuss the Company's financial reporting processes, internal control over financial reporting,

disclosure controls and procedures, required communications to the Audit Committee, fraud risks and any other matters that the Committee or the independent auditor deem appropriate.

More information on the Audit Committee and its responsibilities is included in the Audit Committee Charter available on the Company's website at https://investors.wmg.com/corporate-governance/committee-composition.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the Company's audited consolidated financial statements for fiscal year 2024 with each of management and the independent auditor. The Audit Committee and the independent auditor have also discussed the matters required to be discussed by them under the applicable rules of the PCAOB.

The Audit Committee has received from our independent auditor the written disclosures and the letters required by the applicable rules of the PCAOB, as currently in effect, regarding the firm's communications with the Audit Committee relating to independence, and it has discussed the independent auditor's independence with the independent auditor. The Audit Committee has also considered whether the provision of non-audit services by KPMG is compatible with maintaining the firm's independence.

Based on the review and discussions described in this Audit Committee Report, the Audit Committee recommended to the Board that the audited financial statements for fiscal year 2024 be included in the Annual Report on Form 10-K for fiscal year 2024 as filed with the SEC.

Audit Committee

Nancy Dubuc (chair)

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This compensation discussion and analysis provides information about the material elements of compensation that are paid, awarded to, or earned by our "named executive officers," who consist of our principal executive officer, our principal financial officer, our former principal financial officer and our three other most highly compensated executive officers for fiscal year 2024. Our named executive officers ("NEOs") for fiscal year 2024 are:

As previously disclosed, on October 16, 2023, Bryan Castellani was appointed as our CFO, succeeding Mr. Levin (see "Executive Officers" below). From October 16, 2023 to January 15, 2024, Mr. Levin served as a senior advisor to the Company.

Also as previously disclosed, Max Lousada ceased to serve as our Chief Executive Officer, Recorded Music, effective as of September 30, 2024. Mr. Lousada has been providing transition and advisory services to the Company from October 1, 2023, which will continue through January 31, 2025.

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing our compensation programs. As part of that responsibility, the Compensation Committee determines all compensation for the Company's executive officers. For executive officers other than the CEO, the Compensation Committee considers the recommendation of the CEO and the Executive Vice President and Chief People Officer in making its compensation determinations. The Committee interacts regularly with management regarding our executive compensation initiatives and programs. The Compensation Committee has the authority to engage its own advisors, but did not do so during fiscal year 2024.

Our executive team consists of individuals with extensive industry expertise, creative vision, strategic and operational skills, in-depth company knowledge, financial acumen and high ethical standards. We are committed to providing competitive compensation packages to ensure that we retain these executives and maintain and strengthen our position as a leading global music entertainment company.

Our executive compensation programs and the decisions made by the Compensation Committee are designed to achieve these goals. For fiscal year 2024, the compensation for the Company's NEOs (the executive officers for whom disclosure of compensation is provided in the tables below) consisted of base salary, annual bonuses and equity incentives. Our NEOs were granted equity awards under the Warner Music Group Corp. 2020 Omnibus Incentive Plan (the "Omnibus Incentive Plan") pursuant to which we grant long-term equity incentive compensation to our directors, officers and other employees. Our NEOs do not receive any other compensation or benefits other than standard benefits available to all U.S. employees, which primarily consist of health plans, the opportunity to participate in the Company's 401(k) plan and deferred compensation plans, basic life insurance and accidental death insurance coverage. Additionally, Mr. Lousada participated in our defined contribution pension scheme for our U.K. employees, and he also received a car allowance and was reimbursed for certain tax preparation costs.

For fiscal year 2024, in determining the compensation of our NEOs, the Compensation Committee sought to establish a level of compensation that is (a) appropriate for the size and financial condition of the Company; (b) structured so as to attract and retain qualified executives; and (c) tied to annual financial performance and long-term shareholder value creation.

The Company's employment arrangements with each of our NEOs establish each executive's base salary as well as a discretionary or target annual equity incentive award and a discretionary or target annual bonus, as further described under "Summary of NEO Employment Arrangements" below.

Executive Compensation Objectives and Philosophy

We design our executive compensation programs to attract talented executives to join the Company and to motivate them to position us for long-term success, achieve superior operating results and increase stockholder value, and we are continuing to do this as a public company. To realize these objectives, the Compensation Committee and management focus on the following key factors when considering the amount and structure of the compensation arrangements for our executives:

Components of Executive Compensation

Employment Arrangements

In fiscal year 2024, we had employment agreements with all of our NEOs, the key terms of which are described below under "Summary of NEO Employment Arrangements." We believe that having employment agreements with our executives can be beneficial to us because it provides retentive value, requires them to comply with key restrictive covenants, and may give us some competitive advantage in the recruiting process over a company that does not offer employment agreements. Our employment agreements set forth the terms and conditions of employment and establish the components of an executive's compensation, which generally include the following:

Key Considerations in Determining Executive Compensation

The following describes the components of our NEO compensation arrangements and why each is included in our executive compensation programs.

Base Salary

The cash base salary an NEO receives is determined by the Compensation Committee after considering the individual's compensation history, the range of salaries for similar positions, the individual's expertise and experience, and other factors the Compensation Committee believes are important, such as whether we are trying to attract the executive from another opportunity and, for executive officers other than Mr. Kyncl, the recommendation of the CEO and the Executive Vice President and Chief People Officer. The Compensation Committee believes it is appropriate for executives to receive a competitive level of guaranteed compensation in the form of base salary and determines the initial base salary by taking into account recommendations from management and, if deemed necessary, the Compensation Committee's independent compensation consultant.

Each of our NEOs was paid a base salary in accordance with the terms of their respective employment agreement for fiscal year 2024.

Annual Cash Bonus

The Compensation Committee directly links the amount of the annual cash bonuses we pay to our financial performance for the particular year.

Discretionary Bonuses

For fiscal year 2024, Mr. Kyncl had an annual target bonus amount of $3,000,000, Mr. Castellani had an annual target bonus amount of $1,100,000, Mr. Lousada had an annual target bonus amount of $5,210,212 (£4,109,000), Ms. Marshall had an annual target bonus amount of $2,187,500, and Mr. Moot had an annual target bonus amount of $2,187,500, in each case as set forth in the NEO's employment agreement. The actual amount of the annual bonuses are determined in the discretion of the Compensation Committee and may be higher or lower than their target amounts. In connection with his departure, Mr. Levin received a pro rata portion of his annual target bonus of $1,000,000 pursuant to the terms of his employment agreement. The amounts of the annual bonuses for fiscal year 2024 are set forth below under the "Bonus" column in the Summary Compensation Table.

Mr. Kyncl's annual bonus was determined by the Compensation Committee. For the annual bonuses for Messrs. Castellani, Lousada and Moot and Ms. Marshall, the Compensation Committee considered the recommendation of the CEO and the Executive Vice President and Chief People Officer in making its bonus determinations. The annual bonuses for our NEOs were based on their bonus targets, corporate performance and other discretionary factors, including achievement of strategic objectives and other goals. A variety of qualitative and quantitative factors that vary by year and are given different weights in different years depending on the facts and circumstances considered, with no single factor predominant in the overall bonus determination. The factors considered by the Compensation Committee in connection with fiscal year 2024 bonuses are discussed in more detail below. Mr. Levin's annual bonus was prorated for his partial year of service during fiscal year 2024, in accordance with the terms of his employment agreement, as further described below.

For fiscal year 2024, after considering the factors described above and management's recommendations, the Compensation Committee determined that the annual bonuses for Messrs. Kyncl, Castellani, Lousada, Moot, and Ms. Marshall would be set at amounts equal to $3,102,300, $1,337,510, $5,587,284, $2,322,031, and $2,322,031, respectively. The bonus amounts reflected the Compensation Committee's and management's assessment of the Company's overall corporate performance and an evaluation of the contributions by these executives to the Company's performance during the fiscal year. Specifically, the Compensation Committee set the amount of Mr. Kyncl's annual bonus after considering the quality of his individual performance in establishing strategic direction, building a management team and leading effectively as well as the performance of the Company.

The Compensation Committee set the amount of Mr. Castellani's annual bonus upon the recommendation of our CEO after considering the quality of his individual performance in running the company-wide finance function, and taking into account other qualitative factors including performance in internal and public financial reporting, budgeting and forecasting processes, compliance and infrastructure and investment and cost-savings initiatives as well as the performance of the Company. The Compensation Committee set the amount of Mr. Lousada's annual bonus after considering the quality of his individual performance as the leader of Warner Recorded Music, as well as the performance of the Company. The Compensation Committee set the amounts of Mr. Moot's and Ms. Marshall's annual bonuses after considering the quality of their individual performance as co-leaders of Warner Chappell Music, as well as the performance of the Company.

Other non-financial factors taken into account by the Compensation Committee in setting these bonus amounts for fiscal year 2024 included, among other items, providing strategic leadership and direction for the Company, including corporate governance matters, managing the strategic direction of the Company and communicating to investors and other important constituencies.

Long-Term Equity Incentives

Omnibus Incentive Plan

Our directors and employees, including our NEOs, are eligible to receive awards under our Omnibus Incentive Plan.

Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2024

In January 2024, the Compensation Committee made grants of long-term incentives under our Omnibus Incentive Plan to our NEOs, referred to below as the "FY 2024 Awards."

Under his employment agreement as in effect during fiscal year 2024, Mr. Kyncl was entitled to receive an annual grant of performance share units ("PSUs") having a target value of $10,000,000 determined based on the average closing share price of our common stock for the six months preceding the grant date. Accordingly, the FY 2024 Awards granted to Mr. Kyncl consist of 310,849 PSUs, representing an aggregate pre-tax value of $10,000,000 at "target" levels of achievement based on a price per share of $32.17, which was the average closing price per share of our common stock over the six months prior to the grant date.

The PSUs vest over a three-fiscal-year performance period subject to Mr. Kyncl's continued employment. If Mr. Kyncl resigns voluntarily and provides at least nine months' advance written notice to the Company, he will receive pro rata vesting of his outstanding PSUs. The PSUs will settle into a number of shares equal to 0-621,697 shares of our Class A Common Stock, representing 0%-200% of the target amount, determined at the end of the performance period based on the Company's cumulative total shareholder retu("TSR") compared to the cumulative TSR of a group of publicly-traded companies in industries related to that of the Company, consisting of Electronics Arts Inc., Endeavor Group Holdings, Inc., Formula One Group, Live Nation Entertainment, Inc., Match Group Inc., Spotify Technology SA, Take-Two Interactive Software, Inc., Universal Music Group N.V., and TKO Group Holdings, Inc. (successor to World Wrestling Entertainment, Inc.). The number of shares earned will be 200% of the target amount (621,697 shares) if our cumulative TSR is at or above the 75^th percentile of the comparison group, 100% of the target amount (310,849 shares) if our TSR is at the 50^th percentile of the comparison group, and 50% of the target amount (155,424 shares) if our TSR is at the 25^th percentile of the comparison group. If our TSR falls between any of these specified percentiles, the number of shares earned will be determined using straight-line interpolation. No shares will be earned in respect of the PSUs if our TSR is below the 25^th percentile of the comparison group. In the event of bankruptcy, merger, or other events affecting the composition of the comparison group, the Compensation Committee may make adjustments as necessary to preserve the intended incentives of this PSU Award. We believe that the performance targets and vesting period of the PSUs encourage and reward performance and align Mr. Kyncl's interests with those of our shareholders.

For our NEOs other than Mr. Kyncl, the FY 2024 Awards consist of restricted stock units ("RSUs"), each representing the right to acquire on vesting one share of our common stock. The RSUs granted in January 2024 (the "FY 2024 RSUs") vest in four equal installments of 25% on each of the first four anniversaries of the grant date, subject to the grantee's continued employment with the Company. Following a qualifying retirement, the RSUs will remain outstanding and will settle into shares of our common stock on the scheduled vesting dates

subject to the grantee's continued noncompetition with the Company. If the grantee's employment is terminated by the Company without "cause" or by the grantee for "good reason," a pro rata portion of the award will vest and the unvested portion of the award will remain outstanding and will become vested on their originally scheduled vesting date subject to the participant's compliance with the restrictive covenants set forth in their award agreement, or if sooner, upon the occurrence of a change in control or the participant's disability or death. See "Potential Payments upon Termination or Change in Control" below.

The number of RSUs granted to our NEOs other than Mr. Kyncl was determined based on an evaluation of the overall mix of base pay and long-term incentives for these NEOs following the IPO and an assessment of compensation data among similarly situated executives at our competitors. We believe that the RSUs and their accompanying vesting schedule will align the interests of the NEOs with those of our shareholders, and help us retain executives who are critical to the successful execution of our business strategy.

The FY 2024 Awards granted to our NEOs other than Mr. Kyncl consisted of the number of RSUs set forth in the following table:

Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2025

On January 2, 2025, the Company entered into an amendment to Mr. Kyncl's employment agreement. The amendment provides that, beginning with the Company's 2025 fiscal year, in lieu of an annual PSU Award (as described above under "Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2024"), Mr. Kyncl will receive an annual grant of RSUs having a target value of $10,600,000. The actual award value will be determined each year by the Board in its sole discretion based on factors including the strength of Mr. Kyncl's performance and the performance of the Company. The grant date value of any annual Award of RSUs may be higher or lower than the target, and will be determined by the Board in its sole discretion based on factors including the strength of Mr. Kyncl's performance and the performance of Company. The terms and conditions of each RSU award will be consistent with the RSUs granted to the Company's other senior executives, unless otherwise agreed with Mr. Kyncl and approved by Compensation Committee.

In January 2025, following the end of fiscal year 2024, the Compensation Committee made grants of long-term incentives to certain of our NEOs, referred to below as the "FY 2025 Awards."

The FY 2025 Awards consist of RSUs having terms substantially consistent with the FY 2024 RSUs. The FY 2025 Awards granted to our NEOs consisted of the number of RSUs set forth in the following table:

Warner Music Group Corp. Senior Management Free Cash Flow Plan

In 2013, we adopted the Second Amended and Restated Warner Music Group Corp. Senior Management Free Cash Flow Plan (the "Pre-IPO Plan"), an incentive compensation program that paid annual bonuses based on our free cash flow and offered participants the opportunity to share in the appreciation of our common stock. Prior to fiscal year 2024, one of our NEOs (Mr. Lousada) participated in the Pre-IPO Plan. Beginning with the Company's 2023 fiscal year, Mr. Lousada was no longer entitled to receive cash bonuses under the Pre-IPO Plan,

but he continued to hold deferred equity units, representing the right to receive shares of the Company's Class A Common Stock, and vested Profits Interests (as defined below) earned under the Pre-IPO Plan prior to fiscal year 2024, which are further discussed below.

Each participant in the Pre-IPO Plan, including Mr. Lousada, became a member of WMG Management Holdings, LLC ("Management LLC"), a limited liability company formed in connection with the Pre-IPO Plan's adoption, and was granted "profits interests" in Management LLC ("Profits Interests"). These Profits Interests represented an economic entitlement to future appreciation in our common stock above the fair market value on the grant date.

All of Mr. Lousada's outstanding and vested Profits Interests were redeemed with shares of our common stock during fiscal year 2024 in accordance with their previously disclosed terms. His outstanding and vested deferred equity units will be settled in shares of our common stock by no later than December 31, 2025, also in accordance with their terms.

Dividend Equivalents

On each of December 1, 2023, March 1, 2024, June 3, 2024 and September 4, 2024, we paid a cash dividend to our stockholders on all of the issued and outstanding shares of our common stock. In fiscal year 2024, our NEOs other than Mr. Kyncl received cash dividend equivalent payments in respect of their outstanding RSUs, and Mr. Lousada received cash dividend equivalent payments in respect of his outstanding Profits Interests and deferred equity units under the Pre-IPO Plan. In addition, Mr. Kyncl's PSUs include dividend equivalent rights, which provide that the number of his outstanding PSUs will be increased based on the amount of cash dividends paid on shares of our common stock during the performance period of the PSUs. The value of dividends and dividend equivalents payable on our RSU and PSU awards is reflected in the grant date fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718").

Tax Deductibility of Compensation and Other Tax Considerations

Where appropriate, and after taking into account various considerations, including that certain incentives may have competing advantages, we structure our executive employment arrangements and compensation programs to allow us to take deductions to the greatest extent possible for the compensation we pay to our executives.

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), limits tax deductions relating to executive compensation of certain executives of publicly held companies. For fiscal year 2024, the Compensation Committee reviewed and considered the deductibility of executive compensation under Section 162(m) of the Code. However, it is expected that the Compensation Committee will authorize compensation payments that are not deductible for federal income tax purposes when the Committee believes that such payments are appropriate to attract, retain and incentivize executive talent.

Benefits

Our NEOs also receive health coverage, life insurance, disability benefits and, generally, other similar benefits in the same manner as our U.S. employees and, in the case of Mr. Lousada, U.K. employees of equivalent status.

Retirement Benefits

We offer a tax-qualified 401(k) plan to our U.S. employees and we offer a non-qualified deferred compensation plan to select employees of the Company as selected by the Company each year. All of our NEOs were eligible to participate in the non-qualified deferred compensation plan during fiscal year 2024, but none elected to do so.

In accordance with the terms of the Company's 401(k) plan, the Company matches, in cash, 50% of the first 8% of each plan participant's contributions to the plan, up to 4% of eligible pay, with a limit of up to $13,800 in 2024, whichever is less. Employees can contribute up to the maximum IRS pre-tax deferral of $23,000 in 2024 (with a catch up of $7,500 in 2024 in the case of participants age 50 or greater), whichever

occurs first. The matching contributions made by the Company begin immediately upon the participant's enrollment in the plan and are subject to vesting, based on continued employment, with one third scheduled to vest on each of the first, second, and third anniversaries of the employee's date of hire.

Additionally, the Company offers a defined contribution pension scheme for U.K. employees, including, in fiscal year 2024, Mr. Lousada.

Perquisites

We generally do not provide perquisites to our NEOs, although, in fiscal year 2024, Mr. Lousada received a car allowance and employer contributions with respect to private medical insurance, life assurance and income protection, and Messrs. Lousada and Moot were reimbursed for certain tax preparation costs. See the Summary Compensation Table below for a summary of compensation received by our NEOs, including any perquisites received in fiscal year 2024.

Policies and Practices Regarding Equity Grants

The Compensation Committee makes annual equity awards at approximately the same time each year. Equity awards are not granted when the Company has material nonpublic information. In addition, pursuant to the terms of our Omnibus Incentive Plan, the exercise price of a stock option must be greater than or equal to the closing market price of our common stock on the date of grant.

Prohibition on Hedging, Pledging and Short Sales

The Company has adopted an Insider Trading Policy. Through this policy, we prohibit our directors, executive officers and employees from engaging in hedging, pledging or short sales with respect to Company securities.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the CD&A included in this Proxy Statement with members of management, and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement.

The Compensation Committee

Lincoln Benet (chair)

Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to or, on behalf of, our NEOs, for services rendered to us during the specified fiscal year.

Fiscal Year 2024 Grants of Plan-Based Awards Table

The following table sets forth information concerning grants of plan-based awards to each of our NEOs during fiscal year 2024. In January 2024, the Compensation Committee granted RSUs and PSUs to certain of our NEOs. See "Compensation Discussion & Analysis-Long-Term Equity Incentives."

Summary of NEO Employment Arrangements

This section describes employment arrangements in effect for our NEOs during fiscal year 2024. Potential payments under the severance agreements and arrangements described below are provided in the section entitled "Potential Payments upon Termination or Change In Control." In addition, for a summary of the meanings of "cause" and "good reason" as discussed below, see "Termination for 'Cause"' and "Resignation for 'Good Reason' or without 'Good Reason"' below.

Employment Agreement with Robert Kyncl

During fiscal year 2024, Mr. Kyncl was party to an employment agreement with the Company. Mr. Kyncl's employment agreement has an indefinite term, subject to termination by Mr. Kyncl or the Company on nine months' advance written notice, and includes non-competition covenants during Mr. Kyncl's employment and non-solicitation covenants applicable during and for 12 months following Mr. Kyncl's employment.

The employment agreement provided for a base salary of $2,000,000, a target annual cash bonus of $3,000,000 (with the actual award value to be determined by the Compensation Committee in its sole discretion based on factors including the strength of Mr. Kyncl's performance and the performance of the Company) and an annual grant of PSUs with an aggregate pre-tax, grant date value of $10,000,000.

In addition, in fiscal year 2024, Mr. Kyncl was eligible to receive a one-time award of options to purchase the Company's stock with a target pre-tax, grant date value of $10,000,000, with the actual award value determined by the Compensation Committee in its sole discretion based on factors including the strength of Mr. Kyncl's performance and the performance of the Company. The options will vest in annual installments over four years from the grant date subject to Mr. Kyncl's continued employment with the Company. Mr. Kyncl remains eligible to receive the award at a future date to determined and agreed by the Compensation Committee. The PSUs, RSUs, and options are granted under the Company's Omnibus Incentive Plan, and will be subject to the terms and conditions of the Plan.

Mr. Kyncl's employment agreement further provides that, if Mr. Kyncl's employment is terminated by the Company without "cause" or by Mr. Kyncl for "good reason," subject to his execution of a release of claims in favor of the Company, he will receive a severance payment of $15,000,000 (which corresponds to the value of his total annual target cash and equity compensation), a pro rata annual bonus for the year of termination, an amount equal to the Company's good faith estimate of Mr. Kyncl's out-of-pocket cost for COBRA health plan continuation coverage for 12 months including a tax gross-up, and pro rata vesting of his then-outstanding PSUs and options, with any remaining unvested options to remain outstanding and subject to vesting on their original vesting schedule provided, for the options, that Mr. Kyncl continues to comply with the non-competition and non-solicitation terms of the option award agreement. If Mr. Kyncl's employment is terminated by the Company

without "cause" or by Mr. Kyncl for "good reason" within one year following a "change in control" of the Company, all of Mr. Kyncl's outstanding, unvested equity awards will become fully vested. If Mr. Kyncl resigns voluntarily and provides at least nine months' advance written notice to the Company, he will receive a pro rata bonus for the year of termination and pro rata vesting of his outstanding PSUs, but will not receive additional severance payments.

On January 2, 2025, the Company entered into an amendment to Mr. Kyncl's employment agreement. The amendment provides that, beginning with the Company's 2025 fiscal year, in lieu of an annual PSU Award described above, Mr. Kyncl will receive an annual grant of RSUs having a target value of $10,600,000. The actual award value will be determined each year by the Board in its sole discretion based on factors including the strength of Mr. Kyncl's performance and the performance of the Company. The terms and conditions of each RSU award will be consistent with the RSUs granted to the Company's other senior executives, unless otherwise agreed with Mr. Kyncl and approved by the Compensation Committee.

Employment Agreement with Bryan Castellani

During fiscal year 2024, Mr. Castellani was party to an employment agreement with us that provided, among other things, for the following:

The Employment Agreement further provides that, if Mr. Castellani's employment is terminated by the Company without "cause" or by Mr. Castellani for "good reason," subject to his execution of a release of claims in favor of the Company, he will receive continued payment of his base salary for a period of 12 months, a pro rata portion of his annual bonus for the year of termination based on actual performance, and the Company will pay his premiums for the first twelve months of COBRA health plan continuation coverage. If Mr. Castellani resigns voluntarily and provides at least nine months' advance written notice to the Company, he will receive a pro rata bonus for the year of termination, but will not receive additional severance payments or benefits.

Mr. Castellani's employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant. Further, the Employment Agreement provides for a one-time signing bonus payment of $1,100,000, which was paid during the fiscal year 2024.

Employment Agreement with Eric Levin

During fiscal year 2024, Mr. Levin was party to an employment agreement with us that provided, among other things, for the following:

Mr. Levin's agreement also provided that, in the event we terminate his employment for any reason other than for "cause" (as defined in his employment agreement), Mr. Levin would be entitled to cash severance benefits equal to his annual base salary, as well as a portion of his annual target bonus, pro-rated in good faith for the year of his termination.

Mr. Levin's employment agreement also contained standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.

As previously disclosed, Mr. Castellani succeeded Mr. Levin as our CFO on October 16, 2023. Following his employment, he received the severance benefits described above, including cash severance benefits equal to his annual base salary. From October 16, 2023 to January 15, 2024, Mr. Levin served as a senior advisor to the Company.

Employment Agreement with Max Lousada

During fiscal year 2024, Mr. Lousada was party to an employment agreement with us that provided, among other things, for the following:

Mr. Lousada's employment agreement also provided that, in the event we terminate his employment for any reason other than "cause" (as defined in his employment agreement) or he is constructively dismissed, Mr. Lousada will be entitled to cash severance benefits equal to $7,815,318 (£6,163,500).

Mr. Lousada's employment agreement also contained covenants relating to confidentiality, a six-month post-employment non-compete and a one-year post-employment non-solicitation covenant.

Also as previously disclosed, Max Lousada ceased to serve as our Chief Executive Officer, Recorded Music, effective as of September 30, 2024, and provided transition and advisory services to the Company from October 1, 2023 through January 31, 2025. Following his employment, he received severance benefits in accordance with his agreement as described above.

Employment Agreement with Carianne Marshall

During fiscal year 2024, Ms. Marshall was party to an employment agreement with us that provided, among other things, for the following:

In the event we terminate her employment for any reason other than for "cause" (as defined in her employment agreement), death or disability or if Ms. Marshall terminates her employment for "good reason" (as defined in her employment agreement), Ms. Marshall will be entitled to severance benefits equal to 18 months of her annual base salary plus a discretionary pro-rated bonus (as determined by the Company in good faith) and continued participation in the Company's group health and life insurance plans for the month of termination. However, if we elect to not renew her employment agreement at the end of its term, she will be paid the severance that would be payable to her under our severance policy if she did not have an employment agreement.

Ms. Marshall's employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.

Employment Agreement with Guy Moot

During fiscal year 2024, Mr. Moot was party to an employment agreement with us that provided, among other things, for the following:

In the event we terminate his employment for any reason other than for "cause" (as defined in his employment agreement), death or disability or if Mr. Moot terminates his employment for "good reason" (as defined in his employment agreement), Mr. Moot will be entitled to severance benefits equal to 18 months of his annual base salary plus a discretionary prorated bonus (as determined by the Company in good faith), up to $75,000 in relocation assistance to move from Los Angeles, California to London, U.K. and continued participation in the Company's group health and life insurance plans for the month of termination. However, if we elect to not renew his employment agreement at the end of its term, he will be paid 12 months of annual base salary.

Mr. Moot's employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.

Outstanding Equity Awards at 2024 Fiscal Year-End

Nonqualified Deferred Compensation

The following table provides information concerning the deferred accounts of our NEOs under the Pre-IPO Plan for fiscal year 2024:

Potential Payments upon Termination or Change In Control

We have entered into employment arrangements that, by their terms, will require us to provide compensation and other benefits to our NEOs if their employment terminates or they resign under specified circumstances. In addition, the Pre-IPO Plan provides for certain payments upon a participant's termination of employment or a change in control of the Company.

The following discussion summarizes the potential payments upon a termination of employment in various circumstances. The amounts discussed apply the assumption that employment terminated on September 30, 2024 and the NEO does not become employed by a new employer or retuto work for the Company, or that a change in control occurred on September 30, 2024. The discussion that follows addresses each of our NEOs. See "Summary of NEO Employment Arrangements" above for a description of their respective agreements. The value of a share of our common stock applied to this discussion was $31.30, which was the closing price of our common stock on September 30, 2024, the last business day of fiscal year 2024.

Estimated Benefits upon Termination for "Cause" or Resignation Without "Good Reason"

In the event an NEO is terminated for "cause," or resigns without "good reason" as such terms are defined below, the NEO is only eligible to receive compensation and benefits accrued through the date of termination. Therefore, no amounts other than accrued amounts would be payable to the NEOs in this instance pursuant to their employment arrangements.

The terms of the RSU and PSU awards granted to our NEOs provide that, if the participant's employment terminates in a "qualifying retirement," then, subject to the participant's compliance with the restrictive covenants set forth in their award agreement (and, in the case of awards granted prior to fiscal year 2022, the Company's consent), all of the participant's outstanding unvested RSUs and PSUs will remain outstanding and will become vested on their originally scheduled vesting date, or if sooner, upon the occurrence of a change in control or the participant's disability or death. For purposes of the RSU and PSU awards, a "qualifying retirement" means a termination of employment after the participant has attained age 60 and completed at least 10 years of service with the Company.

In addition, if Mr. Kyncl resigns voluntarily and provides at least nine months' advance written notice to the Company, he will receive a pro rata bonus for the year of termination and pro rata vesting of his outstanding PSUs.

Estimated Benefits upon Termination without "Cause" or Resignation for "Good Reason"

Upon termination without "cause" or resignation for "good reason," Messrs. Kyncl, Castellani, Levin, Lousada and Moot and Ms. Marshall were entitled to contractual severance benefits payable on termination plus, in the case of Mr. Kyncl, Ms. Marshall and Mr. Moot, a pro-rated annual bonus for the year of termination and, in the case of Mr. Kyncl, a severance payment of $15,000,000, and an amount equal to the Company's good faith estimate of Mr. Kyncl's out-of-pocket cost for COBRA health plan continuation coverage for 12 months including a tax gross-up. The amounts discussed in this section reflect the actual payments made to Mr. Levin and Mr. Lousada in connection with their respective terminations during fiscal year 2024.

The terms of the RSU awards granted to our NEOs (other than Mr. Kyncl) provide that if the grantee's employment is terminated by the Company without "cause" or, if the grantee is party to an employment agreement or offer letter with the Company that contains a "good reason" definition, by the grantee for "good reason," then, to the extent then unvested, a pro rata portion of the award will vest based on the portion of the vesting period that has elapsed as of the date of the termination, and the participant's remaining unvested award will remain outstanding and will become vested on their originally scheduled vesting date subject to the participant's compliance with the restrictive covenants set forth in their award agreement, or if sooner, upon the occurrence of a change in control or the participant's disability or death.

The terms of the PSUs granted to Mr. Kyncl (and the options to which Mr. Kyncl is entitled to be granted at a future date) provide that, if Mr. Kyncl's employment is terminated by the Company without "cause" or by Mr. Kyncl for "good reason," subject to his execution of a release of claims in favor of the Company, he will receive pro rata vesting of his outstanding PSUs and options, with any remaining unvested options to remain outstanding and subject to vesting on their original vesting schedule.

None of our NEOs is entitled to any additional severance upon a termination in connection with a change in control.