Current Report Filing (8-k)
27 Dezember 2021 - 11:15PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
December 20, 2021
Discovery, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34177
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Delaware
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35-2333914
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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230 Park Avenue South
New York, New York 10003
(Address of principal executive offices, including zip
code)
212-548-5555
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[☐]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[☐]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[☐]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[☐]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
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Series A Common Stock |
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DISCA |
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Nasdaq |
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Series B Common Stock |
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DISCB |
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Nasdaq |
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Series C Common Stock |
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DISCK |
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Nasdaq |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 20, 2021, Discovery, Inc. (“Discovery”), entered into a
letter agreement amending the Amended and Restated Employment
Agreement with David Zaslav, its President and Chief Executive
Officer (the “Amendment”). The Amendment modifies the Amended and
Restated Employment Agreement, dated as of May 16, 2021, between
Mr. Zaslav and Discovery (as amended to date, the “Employment
Agreement”). The purpose of the amendment is to modify the schedule
upon which shares of Discovery’s common stock that are earned based
on achievement of annual performance objectives are delivered to
Mr. Zaslav. The amendment does not modify the total amount of
compensation payable to Mr. Zaslav.
The Amendment modifies the Employment Agreement to provide that, to
the extent that Mr. Zaslav earns all or any portion of a tranche of
performance restricted stock units (“PRSUs”) to be granted under
the Employment Agreement in future calendar years (i.e., 2022,
2023, 2024, 2025, 2026 and 2027) pursuant to Section 4(e)(ii) of
the Employment Agreement, (a) 70% of the earned PRSUs shall be paid
and distributed to Mr. Zaslav in the calendar year immediately
following the end of the applicable one-year performance period, as
soon as practicable following the Compensation Committee’s
determination of performance for such performance period, and (b)
the remaining 30% of the earned PRSUs shall be paid and distributed
to Mr. Zaslav as soon as practicable after the beginning of the
second calendar year following the end of the applicable
performance period. This distribution schedule would replace the
currently applicable schedule whereby any earned shares would be
paid and distributed in three annual installments, with 50% of the
earned shares delivered in the calendar year following the end of
the performance period and 25% delivered in each of second and
third years following the end of the performance period. The PRSUs
to be awarded to Mr. Zaslav under the Employment Agreement will
continue to be subject to performance metrics, established by the
Compensation Committee for each one-year performance period, and
will only vest if and to the extent that the Compensation Committee
certifies that such performance metrics have been
satisfied.
The Compensation Committee of the Board of Directors of Discovery
approved the Amendment to change the timing of distribution of
future PRSUs to be awarded to Mr. Zaslav in calendar years 2022,
2023, 2024, 2025, 2026 and 2027 under the Employment Agreement
after a review of market data indicated that the majority of the
companies in Discovery’s compensation peer group distribute earned
PRSUs immediately upon vesting. The Compensation Committee desired
to more closely align Mr. Zaslav’s Employment Agreement with
prevailing market practice, while still maintaining part of the
hold-back feature to encourage stock ownership and retention by Mr.
Zaslav.
All other terms of the Employment Agreement remain unchanged. There
is no change to the total amount of compensation to be paid to Mr.
Zaslav or to the total dollar amount of PRSUs to be awarded to Mr.
Zaslav under the Employment Agreement.
The foregoing summary of the material terms of the Amendment is
qualified in its entirety by reference to the complete text of the
Amendment, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits
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10.1 |
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101 |
Inline XBRL Instance Document - the instance document does not
appear in the Interactive Date File because its XBRL tags are
embedded within the Inline XBRL document |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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Discovery, Inc.
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Date: December 27, 2021
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By: |
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/s/ Bruce Campbell
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Bruce Campbell
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Chief Development, Distribution and Legal Officer |
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Discovery (NASDAQ:DISCA)
Historical Stock Chart
Von Jun 2022 bis Jul 2022
Discovery (NASDAQ:DISCA)
Historical Stock Chart
Von Jul 2021 bis Jul 2022
