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): 05/18/2017
Discovery Communications, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34177
Delaware | 35-2333914 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) | |
One Discovery Place
Silver Spring, Maryland 20910
(Address of principal executive offices, including zip code)
240-662-2000
(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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2017, the 2017 Annual Meeting of Stockholders of Discovery Communications, Inc. (the “Company”) was held at One Discovery Place, Silver Spring, Maryland. The following are the results of the voting on the proposals submitted to stockholders at the Annual Meeting.
1. Stockholders elected each of the Company’s six nominees for director, three elected by the holders of shares of our Series A common stock and Series B common stock voting together as a single class, and three elected by the holders of shares of our Series A convertible preferred stock voting separately as a class, as set forth below:
Director Nominees Elected by Holders of Shares of Series A Common Stock and Series B Common Stock as Class III Directors
Name | Votes For | Votes Withheld | Broker Non-Votes |
Robert R. Bennett | 146,366,574 | 43,563,907 | 11,918,152 |
John C. Malone | 138,656,316 | 51,274,165 | 11,918,152 |
David M. Zaslav | 153,258,876 | 36,671,605 | 11,918,152 |
Director Nominees Elected by Holders of Series A Convertible Preferred Stock
Name | Votes For | Votes Withheld | Broker Non-Votes |
S. Decker Anstrom | 71,107,312 | 0 | 0 |
Robert J. Miron | 71,107,312 | 0 | 0 |
Steven A. Miron | 71,107,312 | 0 | 0 |
2. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017, as set forth below:
Votes For | Votes Against | Abstentions |
270,814,074 | 1,369,269 | 772,602 |
3. Stockholders approved, on an advisory basis, the Company’s Named Executive Officer compensation, as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
180,911,277 | 79,908,283 | 218,233 | 11,918,152 |
4. Stockholders voted, on an advisory basis, to recommend that the advisory vote on Named Executive Officer compensation be held every three years, as set forth below:
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
102,433,816 | 90,718 | 158,242,082 | 271,177 | 11,918,152 |
5. Stockholders did not approve, the Stockholder proposal requesting the Compensation Committee to report on the feasibility of integrating sustainability metrics into senior executive performance measures, as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
49,506,488 | 210,975,973 | 555,332 | 11,918,152 |
6. Stockholders did not approve, the Stockholder proposal requesting the Board of Directors to adopt a policy that the initial list of candidates from which new management-supported director nominees are chosen shall include qualified women and minority candidates, as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
90,316,645 | 165,253,723 | 5,467,425 | 11,918,152 |
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.
Discovery Communications, Inc. | ||||||
Date: May 18, 2017 | By: | /s/ Bruce Campbell | ||||
Bruce Campbell | ||||||
Chief Development, Distribution & Legal Officer | ||||||