8-KLeadership ChangesExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Executive Changes (Oct 4, 2016)

Filed October 4, 2016For Securities:WBD

Summary

This 8-K filing by Warner Bros. Discovery, Inc. (WBD), specifically its wholly-owned subsidiary Discovery Communications, LLC (DCL), announces the appointment of Gunnar Wiedenfels as the new Chief Financial Officer (CFO). This appointment, effective upon satisfaction of work authorization conditions and release from his current employer, signals a significant transition in the company's financial leadership. Mr. Wiedenfels brings extensive experience from his prior roles at ProSiebenSat.1 Media SE, including his most recent position as CFO. This filing details the terms of his employment agreement, including compensation, equity awards, and severance provisions, which are crucial for investors to understand the company's commitment to attracting and retaining top financial talent and the potential financial implications of these arrangements. In addition to the new CFO appointment, the filing also includes an amendment to the employment agreement of the outgoing CFO, Andrew Warren. This amendment extends his tenure, increases his base salary, and clarifies his bonus eligibility and severance provisions. These executive compensation-related disclosures are important for shareholders to assess executive compensation practices and potential liabilities associated with executive departures and new hires within the company's senior management team.

Key Highlights

  • 1Appointment of Gunnar Wiedenfels as Chief Financial Officer (CFO) of Discovery Communications, LLC (DCL), a subsidiary of WBD.
  • 2Mr. Wiedenfels' employment is contingent on obtaining US work authorization or designation to work in London, and release from his current employer.
  • 3Mr. Wiedenfels' employment commencement date is mutually agreed but no later than April 1, 2017.
  • 4The employment agreement outlines a base salary of $1.1 million, an annual incentive compensation target of 120% of base salary, and potential equity awards.
  • 5Mr. Wiedenfels is slated to receive restricted stock units (RSUs) with a target value of $1.25 million and non-qualified stock options with a target value of $1.25 million.
  • 6The filing details significant severance provisions for termination without Cause or for Good Reason, including salary continuation, bonus payout, and reimbursement for health coverage.
  • 7Amendment to Andrew Warren's (outgoing CFO) employment agreement extends his termination date to February 28, 2017, increases his base salary, and clarifies bonus and severance terms.

Frequently Asked Questions

Gunnar Wiedenfels has been appointed as the new Chief Financial Officer (CFO) of Discovery Communications, LLC. He brings seven years of experience from ProSiebenSat.1 Media SE in Germany, where he most recently served as CFO. His prior roles there included Deputy Chief Financial Officer and Chief Group Controller, indicating a strong financial and operational background.

Mr. Wiedenfels will receive a base salary of $1.1 million, an annual incentive target of 120% of his base salary, and is eligible for equity awards including restricted stock units (RSUs) valued at $1.25 million and stock options also valued at $1.25 million. Additionally, he is eligible for a $200,500 sign-on bonus and a $1,000,000 contribution to a deferred compensation plan.

The amendment to Andrew Warren's employment agreement extends his tenure as CFO until February 28, 2017. His base salary has been increased to $1,210,250, with retroactive effect. He will also receive his 2016 bonus with a guaranteed minimum tied to other executives' payouts, and the elimination of a severance payment offset requirement, ensuring a smoother transition.

Mr. Wiedenfels' employment is contingent on two primary conditions: he must receive authorization to work in the United States (or be designated to work in London while awaiting US authorization), and he must be released from his current employer in a manner that permits him to accept employment with DCL. His start date is subject to these conditions being met, with a deadline of April 1, 2017.