UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K, dated January 17, 2023, filed by Warner Bros. Discovery, Inc. (the “Company”) with the Securities and Exchange Commission on January 20, 2023 (the “Original Form 8-K”). The Original Form 8-K reported, among other things, the appointment of Kenneth W. Lowe to fill a vacancy on the Board of Directors of the Company (the “Board”), effective as of April 2, 2023. At the time of the Original Form 8-K, the Board had not yet determined the Board committee assignments for Mr. Lowe. Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Amendment is being filed solely to disclose the Board’s determination of Mr. Lowe’s Board committee assignments.
The disclosure contained in Item 5.02 of the Original Form 8-K is hereby supplemented and amended by the disclosure contained in Item 5.02 of this Amendment. Other than providing the additional information in Item 5.02 below, no other disclosure in the Original Form 8-K is amended by this Amendment.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 21, 2023, the Board appointed Mr. Lowe to serve on the Audit Committee and the Compensation Committee of the Board, each such appointment effective as of April 2, 2023.
Mr. Lowe will be compensated for his services on the Audit Committee and the Compensation Committee of the 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 cash retainer for his service as a member of the Compensation Committee will be $20,000, 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. Each such cash retainer will be pro-rated based on the effective date of Mr. Lowe’s appointment to such committee of the Board.
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.
| Date: March 23, 2023 | WARNER BROS. DISCOVERY, INC. | |||
| By: | /s/ Savalle Sims | |||
| Name: | Savalle Sims | |||
| Title: | Executive Vice President and General Counsel | |||