8-KLeadership Changes

Warner Bros. Discovery, Inc. 8-K Report, Executive Changes (Feb 14, 2018)

Filed February 14, 2018For Securities:WBD

Summary

This 8-K filing from Warner Bros. Discovery, Inc. (WBD), filed on February 14, 2018, pertains to an amendment to the employment agreement of Bruce Campbell, Chief Development, Distribution and Legal Officer. The key update is the extension of Mr. Campbell's employment term through February 14, 2022, signifying continued confidence and a commitment to his leadership. Significant adjustments to Mr. Campbell's compensation package are detailed, including an increase in his annual base salary to $1.8 million effective February 15, 2018, and a revised bonus target of 150% of his base salary. Furthermore, the company intends to grant Mr. Campbell equity awards with substantial target values, including an annual equity grant of $3.0 million and a contract renewal grant of $3.75 million in restricted stock units, with specific vesting schedules outlined for the renewal grant. These changes reflect a strategic retention and incentive approach for a key executive.

Key Highlights

  • 1Bruce Campbell's employment term extended through February 14, 2022.
  • 2Effective February 15, 2018, Mr. Campbell's annual base salary increased to $1.8 million.
  • 3Mr. Campbell's annual bonus target revised to 150% of his base salary.
  • 4Blended bonus target for 2018 accounts for previous and new targets.
  • 5Recommended for an equity grant with a target value of $3.0 million.
  • 6Recommended for a contract renewal grant of restricted stock units valued at $3.75 million, vesting over three years starting from the second anniversary of the grant.
  • 7The agreement will be interpreted under New York law.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose material amendments to the employment agreement of Bruce Campbell, Chief Development, Distribution and Legal Officer of Discovery Communications, LLC (a subsidiary of Discovery Communications, Inc.). This includes an extension of his employment term and significant changes to his compensation package.

Mr. Campbell's annual base salary will increase to $1.8 million, his bonus target is now 150% of his base salary, and he is recommended for substantial equity grants including an annual award of $3.0 million and a contract renewal award of $3.75 million in restricted stock units.

Extending Mr. Campbell's employment term and significantly increasing his compensation, particularly through equity incentives, signals the company's intent to retain a key executive critical to its development, distribution, and legal operations. It suggests confidence in his continued contributions and aims to align his interests with long-term company performance.

The increase in Mr. Campbell's annual base salary to $1.8 million is effective February 15, 2018. The bonus target adjustments are also effective around this time, with a blended target for 2018. The equity grants are subject to recommendation and standard company practices for awards to senior executives.