Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed, on January 4, 2023, Robert R. Bennett notified the
Warner Bros. Discovery, Inc. (the "Company") Board of Directors (the "Board") of
his decision to resign from the Company's Board, effective as of April 1, 2023.
On January 17, 2023, in accordance with the procedures set forth in the
Company's Second Restated Certificate of Incorporation, Kenneth W. Lowe was
appointed to fill the vacancy created by Mr. Bennett's resignation, effective as
of April 2, 2023. Mr. Lowe will serve as a Class I director and will stand for
election by the Company's stockholders at the 2023 Annual Meeting of
Stockholders.
The Board anticipates naming Mr. Lowe to serve on one or more committees of the
Board, and the Company will file an amendment to this Current Report on Form 8-K
within four business days after the Board makes this determination.
Mr. Lowe served as Chairman, President and Chief Executive Officer of Scripps
Networks Interactive, Inc. ("Scripps Networks") from 2008 until 2018, when
Scripps Networks merged with Discovery, Inc. From 2000-2008, Mr. Lowe served as
President and Chief Executive Officer of The E.W. Scripps Company. Mr. Lowe also
served as Chief Operating Officer of The E.W. Scripps Company during 2000. Mr.
Lowe was a member of the Discovery, Inc. board of directors from March 2018
until April 2022. Mr. Lowe's expertise in the media industry and experience as a
public company executive, as well as his experience in the areas of integration
and transformation following a significant merger make him a valuable addition
to the Company's Board.
No arrangements exist between Mr. Lowe and any other person pursuant to which he
was selected as a director. There are no transactions in which Mr. Lowe has an
interest requiring disclosure under Item 404(a) of SEC Regulation S-K.
Mr. Lowe will be compensated for his services on the Company's Board pursuant to
the compensation program for non-employee directors described in the Company's
proxy statement dated March 14, 2022 for the Company's 2022 annual meeting of
stockholders, except that his stock retainer will be $220,000 and his cash
retainer will be $125,000, in accordance with the changes implemented by the
Board to the compensation program for all non-employee directors following the
closing of the acquisition of the WarnerMedia business.
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Item 9.01. Financial Statements and Exhibits
Inline XBRL Instance Document - the instance document does not appear in the
101 Interactive Date File because its XBRL tags are embedded within the Inline XBRL
document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit
101)
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