Summary
This 8-K filing by Warner Bros. Discovery, Inc. (though filed under Discovery, Inc. in 2019) details an amendment to the employment agreement of J.B. Perrette, President and CEO of Discovery International. The amendment extends his employment through June 30, 2022, and outlines terms for potential renewal. Key changes include a significant increase in base salary to £1.525 million and a bonus target of 175% of base salary, both effective January 1, 2019. The company also committed to recommending substantial equity grants, including restricted stock units with a target value of $4.0 million vesting in installments starting July 2021.
Key Highlights
- 1J.B. Perrette's employment extended through June 30, 2022, with renewal options for Discovery.
- 2Annual base salary increased to £1.525 million, effective January 1, 2019.
- 3Bonus target increased to 175% of base salary, effective January 1, 2019.
- 4Recommended for an equity grant with a target value of $3.5 million.
- 5Recommended for a contract renewal grant of restricted stock units (RSUs) with a target value of $4.0 million, vesting over three years starting July 1, 2021.
- 6Severance provisions are outlined, contingent on renewal offer terms and Mr. Perrette's acceptance.
- 7Enhanced benefits including paid family leave and repatriation benefits in case of death or disability.
Frequently Asked Questions
The primary purpose of this filing is to disclose material changes to the employment agreement of J.B. Perrette, an executive officer, including an extension of his employment term, salary increase, bonus target adjustments, and equity awards.
Mr. Perrette's annual base salary has been increased to £1.525 million, and his bonus target has been set at 175% of his base salary. Additionally, he is recommended for significant equity grants totaling $7.5 million in target value ($3.5 million for annual grant and $4.0 million for renewal grant).
Discovery Corporate Services Limited has the option to negotiate a renewal of Mr. Perrette's employment agreement, which must be initiated at least 150 days before the current term ends on June 30, 2022. A 'Qualifying Renewal Offer' requires a meaningful salary increase and at least the same bonus target level, among other favorable terms. If such an offer is declined by Mr. Perrette, he may receive a non-competition payment but no severance. If no qualifying offer is made and he is terminated, he would be eligible for severance.
Yes, Mr. Perrette is eligible for paid family leave consistent with Discovery's U.S. policy for similarly situated employees and repatriation benefits in the event of his death or disability.