8-KLeadership Changes

Warner Bros. Discovery, Inc. 8-K Report, Executive Changes (Jun 16, 2016)

Filed June 16, 2016For Securities:WBD

Summary

This 8-K filing details an updated employment agreement for J.B. Perrette, President of Discovery Networks International, with Discovery Corporate Services Limited (DCSL), a subsidiary of Discovery Communications, Inc. The new agreement, effective June 13, 2016, and running through June 30, 2019, supersedes a prior agreement from January 2014. Key changes include a new primary work location in London, England, a significant increase in base salary to £1,175,000 annually, and an elevated annual incentive compensation target of 150% of base salary. The agreement also outlines enhanced benefits and equity awards, including performance-based restricted stock units (PRSUs) valued at a target of 100,000 units and an additional $1,500,000 in PRSUs. Investors should note the terms regarding termination, including severance provisions for termination without cause or resignation for Good Reason, as well as specific definitions of "Cause" and "Good Reason." The agreement also includes non-competition and non-solicitation clauses for a period after employment, and provisions for specific payments if Mr. Perrette declines a renewal of the agreement. These terms indicate a commitment to retaining key international leadership and reflect competitive compensation practices for senior executives in global roles.

Key Highlights

  • 1Updated employment agreement for J.B. Perrette, President of Discovery Networks International, effective June 13, 2016, through June 30, 2019.
  • 2Primary work location shifted to London, England.
  • 3Annual base salary increased to £1,175,000.
  • 4Annual incentive compensation plan target set at 150% of base salary.
  • 5Recommended grant of performance-based restricted stock units (PRSUs) with a target value of 100,000 units and an additional $1,500,000 in PRSUs.
  • 6Defined terms for 'Cause' and 'Good Reason' for termination, outlining severance packages and potential forfeitures.
  • 7Inclusion of 12-month post-employment non-competition and non-solicitation covenants.

Frequently Asked Questions

The new agreement, effective June 13, 2016, shifts J.B. Perrette's primary work location to London, England, significantly increases his base salary to £1,175,000 annually, and sets his annual incentive compensation target at 150% of his base salary. It also includes updated definitions for termination conditions and introduces new equity award provisions.

Mr. Perrette is recommended for a grant of performance-based restricted stock units (PRSUs) with a target value of 100,000 units, based on international business financial metrics. Additionally, he is recommended for PRSUs with a target value of $1,500,000, calculated based on the Company's Series A common stock fair market value.

If terminated without Cause or if Mr. Perrette resigns for Good Reason, DCSL will pay his annual base salary for the longer of the remaining term, 12 months, or his UK redundancy severance plan entitlement. He will also receive a prorated bonus for the year of termination, subject to performance conditions. These payments are contingent on him executing a release and may be reduced if he secures other employment during the severance period.

Mr. Perrette is subject to a 12-month non-competition and non-solicitation period following the conclusion of his employment. Compliance with these covenants is a condition for receiving certain termination payments, including severance and a potential payment if he declines a renewal of the agreement.