8-KLeadership ChangesExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Executive Changes (Dec 14, 2020)

Filed December 14, 2020For Securities:WBD

Summary

This 8-K filing from Warner Bros. Discovery, Inc. (then Discovery, Inc.) on December 14, 2020, details significant changes to its Board of Directors. The report outlines the resignation of S. Decker Anstrom, a Series A-1 Preferred Stock director, effective December 31, 2020. His departure is noted as not being due to any disagreement with the company. The filing further announces the appointment of Susan M. Swain as a Series A-1 Preferred Stock director, effective January 1, 2021, to fill the vacancy left by Mr. Anstrom. Ms. Swain, who transitions from a Class I common stock director, will continue to serve on the Audit Committee and Nominating and Corporate Governance Committee and will be compensated under the standard non-employee director program. To accommodate this, Ms. Swain resigned as a Class I common stock director effective December 31, 2020. Subsequently, Robert L. Johnson was appointed to the Board as a Class I common stock director, effective January 1, 2021, with his term expiring at the 2021 annual meeting. Mr. Johnson, founder of The RLJ Companies and former CEO of BET, brings extensive experience in media and various business sectors and is deemed an independent director.

Key Highlights

  • 1S. Decker Anstrom resigns from the Board of Directors effective December 31, 2020.
  • 2Mr. Anstrom's resignation is not related to any disagreements with the Company.
  • 3Susan M. Swain appointed as a Series A-1 Preferred Stock director, effective January 1, 2021, filling the vacancy.
  • 4Ms. Swain will continue to serve on the Audit Committee and Nominating and Corporate Governance Committee.
  • 5Robert L. Johnson appointed as a Class I common stock director, effective January 1, 2021.
  • 6Mr. Johnson is a seasoned executive with diverse experience in media, hospitality, and technology sectors.
  • 7Both Ms. Swain and Mr. Johnson are classified as independent directors under NASDAQ listing rules and will receive standard director compensation.

Frequently Asked Questions

S. Decker Anstrom resigned from the Board of Directors for personal reasons, and the filing explicitly states that his resignation is not the result of any disagreement with the Company.

Susan M. Swain was appointed as a Series A-1 Preferred Stock director to fill the vacancy created by Mr. Anstrom's resignation. She transitions from her role as a Class I common stock director.

Robert L. Johnson has been appointed as a Class I common stock director. He is the founder and chairman of The RLJ Companies and former CEO of Black Entertainment Television, bringing significant experience in the media and business sectors to the Board.

Yes, both Susan M. Swain and Robert L. Johnson have been determined to be "independent directors" as defined by the NASDAQ listing rules.