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