8-KLeadership ChangesShareholder MattersExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Executive Changes (May 10, 2018)

Filed May 10, 2018For Securities:WBD

Summary

This 8-K filing from Warner Bros. Discovery, Inc. (WBD), filed on May 10, 2018, primarily concerns changes in executive appointments and stockholder-approved amendments to the company's incentive compensation plan. A key executive change is the appointment of Manuel Alvarez as Chief Accounting Officer, effective either with the departure of the current officer or by December 31, 2018. This transition is important for financial oversight and reporting continuity. Furthermore, stockholders approved significant amendments to the 2013 Incentive Plan. These changes include an increase in the overall share pool available for awards, a higher limit for individual annual grants (both in shares and cash), and the reapproval of performance criteria. These adjustments provide the company with greater flexibility in attracting and retaining talent through equity-based compensation, which is a critical component for long-term growth and executive alignment with shareholder interests.

Key Highlights

  • 1Manuel Alvarez appointed Chief Accounting Officer, with a transition date no later than December 31, 2018.
  • 2Stockholders approved amendments to the Discovery Communications, Inc. 2013 Incentive Plan.
  • 3The total share pool available under the 2013 Incentive Plan increased to 60,000,000 shares.
  • 4Maximum individual annual share awards increased from 6 million to 15 million shares.
  • 5Maximum individual annual cash awards increased from $10 million to $20 million.
  • 6All six director nominees were elected to the Board.
  • 7PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2018.

Frequently Asked Questions

Manuel Alvarez has been appointed as the Chief Accounting Officer. His effective date will be upon the departure of the current Chief Accounting Officer, Kurt Wehner, or December 31, 2018, whichever comes first.

Stockholders approved several material amendments, including increasing the total shares available under the plan to 60 million, raising the maximum annual share grants per individual to 15 million, and increasing the maximum annual cash awards per individual to $20 million. The performance criteria were also reapproved.

Yes, all six director nominees presented at the annual meeting were elected by the respective classes of stockholders.

Yes, the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2018 was ratified by the stockholders.