What changed in this filing

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Item 3. Legal Proceedings

2023-02-24 compared with 2022-02-24 · 82 added, 104 removed, 9 unchanged (95% of the section changed)

Legal Proceedings.

From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, vendors, other business partners or patent issues.

From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, stockholders, vendors, other business partners or intellectual property.

However, a determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgments about future events.

Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company's results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on our consolidated financial position, future results of operations, or cash flows.

As of February 1, 2022, eight lawsuits have been filed by alleged Discovery stockholders against Discovery and the Discovery Board related to the proposed transaction to combine with WarnerMedia.

A complaint captioned Rahman v.

Discovery Inc.

et al., Case No.

1:21-cv-09785 (the “Rahman Complaint”), was filed in the United States District Court for the Southern District of New York on November 23, 2021.

A complaint captioned Chiao v.

Discovery Inc.

et al., Case No.

1:21-cv-10409, was filed in the United States District Court for the Southern District of New York on December 6, 2021.

A complaint captioned Whitfield v.

Discovery Inc.

et al., Case No.

1:21-cv-10514 (the “Whitfield Complaint”), was filed by Matthew Whitfield in the United States District Court for the Southern District of New York on December 8, 2021.

A complaint captioned Solakian v.

Discovery Inc.

et al., Case No.

1:21-cv-06806, was filed in the United States District Court for the Eastern District of New York on December 8, 2021.

A complaint captioned Finger v.

Discovery Inc.

et al., Case No.

2:21-cv-09799, was filed in the United States District Court for the Central District of California on December 20, 2021.

A complaint captioned Ciccotelli v.

Discovery Inc.

et al., Case No.

2:21-cv-05566, was filed in the United States District Court for the Eastern District of Pennsylvania on December 21, 2021.

A complaint captioned Kent v.

Discovery Inc.

et al., Case No.

1:22-cv-00033-UNA, was filed by Michael Kent in the United States District Court for the District of Delaware on January 7, 2022.

A complaint captioned Jones v.

Between September 23, 2022 and October 24, 2022, two purported class action lawsuits ( Collinsville Police Pension Board v.

Discovery, Inc., et al ., Case No.

1:22-cv-08171;

Todorovski v.

Discovery, Inc., et a ., Case No.

1:22-cv-09125) were filed in the United States District Court for the Southern District of New York.

The complaints name Warner Bros.

Discovery, Inc., Discovery, Inc., David Zaslav, and Gunnar Wiedenfels as defendants.

The complaints generally allege that the defendants made false and misleading statements in SEC filings and in certain public statements relating to the Merger, in violation of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933.

The complaints seek damages and other relief.

On November 4, 2022, the court consolidated the Collinsville and Todorovski complaints under case number 1:22-CV-8171, and on December 12, 2022, the court appointed a lead plaintiff and lead counsel.

The Company intends to vigorously defend these litigations.

On December 2, 2022, a purported class action and derivative lawsuit ( Monroe County Employees’ Retirement System, Plumbers Local Union No.

519 Pension Trust Fund, and Davant Scarborough v.

Zaslav, et al.

2022-1115-JTL) was filed in the Delaware Court of Chancery (the “Monroe County Action”).

The Monroe County Action names certain of the Company’s directors and officers, Advance/Newhouse Partnership and Advance/Newhouse Programming Partnership (collectively, “Advance/Newhouse”), and AT&T as defendants.

The Monroe County Action generally alleges that former directors and officers of Discovery and Advance/Newhouse breached their fiduciary duties in connection with the Merger, and that AT&T aided and abetted these alleged breaches of fiduciary duties.

The Monroe County Action seeks damages and other relief.

Also on December 2, 2022, a separate purported class action lawsuit ( Bricklayers Pension Fund of Western Pennsylvania v.

Advance/Newhouse Partnership , Case No.

2022-1114-JTL) was filed in the Delaware Court of Chancery (the “Bricklayers Action”).

The complaint in the Bricklayers Action names Advance/Newhouse and certain of the Company’s current and former directors as defendants and generally alleges that former directors of Discovery and Advance/Newhouse breached their fiduciary duties in connection with the Merger, and that Advance/Newhouse aided and abetted these alleged breaches of fiduciary duties.

The Bricklayers Action seeks damages and other relief.

On January 11, 2023, the Delaware Court of Chancery consolidated the Monroe County Action and the Bricklayers Action under the caption In re Warner Bros.

Discovery, Inc.

et al., Case No.

1:22-cv-00204, was filed by Brian Jones in the United States District Court for the Southern District of New York on January 10, 2022.

Each of the above complaints name as defendants Discovery and members of the Discovery Board.

The Whitfield Complaint and the Rahman Complaint also name as defendants AT&T and Merger Sub.

The Whitfield Complaint names Spinco as an additional defendant.

Each of the complaints alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder.

The complaints generally allege that the respective defendants filed a materially incomplete and misleading preliminary proxy statement with the SEC.

Each of the complaints seeks injunctive relief preventing the consummation of the proposed transaction to combine with WarnerMedia, damages and other relief.

Stockholders Litigation , Consolidated Case No.

2022-1114-JTL.

The Company intends to vigorously defend these litigations.

Mine Safety Disclosures.

Not applicable.

Executive Officers of Discovery, Inc.

Pursuant to General Instruction G(3) to Form 10-K, the information regarding our executive officers required by Item 401(b) of Regulation S-K is hereby included in Part I of this Annual Report on Form 10-K.

The following table sets forth the name and date of birth of each of our executive officers and the office held by such officer as of February 24, 2022.

Name Position

Born January 15, 1960 President, Chief Executive Officer and a common stock director.

Zaslav has served as our President and Chief Executive Officer since January 2007 and a common stock director since September 2008.

Zaslav served as President, Cable & Domestic Television and New Media Distribution of NBC Universal, Inc.

("NBC"), a media and entertainment company, from May 2006 to December 2006.

Zaslav served as Executive Vice President of NBC, and President of NBC Cable, a division of NBC, from October 1999 to May 2006.

Zaslav is a member of the boards of Sirius XM Radio Inc.

and Grupo Televisa S.A.B.

Gunnar Wiedenfels

Born September 6, 1977 Chief Financial Officer.

Wiedenfels has served as our Chief Financial Officer since April 2017.

Prior to joining Discovery, Mr.

Wiedenfels served as Chief Financial Officer of ProSiebenSat.1 Media SE ("ProSieben") starting in 2015.

Prior to that, he served as ProSieben's Deputy Chief Financial Officer from 2014 to 2015 and served as Chief Group Controller from 2013 to 2015.

Previously, he served as ProSieben's Deputy Group Controller, responsible for group-wide budget planning, budget controlling, and management reporting and as Chief Financial Officer, National, where he had commercial responsibility for the group's German- speaking free TV segment.

Before this, he worked as a management consultant and engagement manager at McKinsey & Company.

In May 2019, Mr.

Wiedenfels joined the supervisory board of SAP SE and serves as chairman of their audit committee.

Jean-Briac Perrette

Born April 30, 1971

President and CEO of Discovery International.

Perrette became CEO of Discovery International (formerly referred to as Discovery Networks International) in June 2016 and President of Discovery Networks International in March 2014.

Executive Officers of Warner Bros.

Discovery, Inc.

As of February 24, 2023, the following individuals are the executive officers of the Company.

Zaslav, President, Chief Executive Officer, and a director

Executive Officer since 2007

Zaslav has served as our President and Chief Executive Officer and a member of our board of directors since the closing of the Merger on April 8, 2022.

Prior to the closing, Mr.

Zaslav served as Discovery’s President and Chief Executive Officer from January 2007 until April 2022 and a common stock director of Discovery from September 2008 until April 2022.

Gunnar Wiedenfels, Chief Financial Officer

Executive Officer since 2017

Wiedenfels has served as our Chief Financial Officer since the closing of the Merger on April 8, 2022.

Prior to the closing, Mr.

Wiedenfels served as Discovery, Inc.’s Chief Financial Officer from April 2017 until April 2022.

Campbell, Chief Revenue and Strategy Officer

Executive Officer since 2008

Campbell has served as our Chief Revenue and Strategy Officer since the closing of the Merger on April 8, 2022.

Prior to the closing, he served as Discovery’s Chief Development, Distribution and Legal Officer.

Campbell has served in several senior executive roles at Discovery, including as Chief Distribution Officer from October 2015 to April 2022, Chief Development Officer from August 2010 to April 2022, General Counsel from December 2010 to April 2017, Digital Media Officer from August 2014 to October 2015 and President, Digital Media & Corporate Development from March 2007 to August 2010.

David Leavy, Chief Corporate Affairs Officer

Executive Officer since 2014

Leavy has served as our Chief Corporate Affairs Officer since the closing of the Merger on April 8, 2022.

Prior to the closing, he served as Discovery’s Chief Corporate Operating Officer from June 2019 to April 2022 and prior to that, its Chief Corporate Operations and Communications Officer from March 2016 to June 2019.

Leavy has served in several other senior executive roles since joining in March 2000.

Lori Locke, Chief Accounting Officer

Executive Officer since 2019

Locke has served as our Chief Accounting Officer since the closing of the Merger on April 8, 2022.

Prior to the closing, Ms.

Locke served as Discovery’s Chief Accounting Officer from June 2019 to April 2022.

Prior to joining Discovery, Ms.

Locke served as Vice President, Corporate Controller and Principal Accounting Officer for Gannett Co., Inc., a media company, from June 2015 to May 2019.

Jean-Briac Perrette, CEO and President, Global Streaming and Games

Executive Officer since 2014

Perrette has served as our CEO and President of Global Streaming and Games since the closing of the Merger on April 8, 2022.

Prior to the closing, he served as President and CEO of Discovery International (formerly referred to as Discovery Networks International) from June 2016 until April 2022, and served as President of Discovery Networks International from March 2014 to June 2016.

Prior to that, Mr.

Perrette served as our Chief Digital Officer from October 2011 to February 2014.

Perrette served in a number of roles at NBC Universal from March 2000 to October 2011, with the last being President of Digital and Affiliate Distribution.

Adria Alpert Romm

Born March 2, 1955 Chief People and Culture Officer since April 2019.

Romm served as our Chief Human Resources and Diversity Officer from March 2014 to March 2019.

Perrette served as Discovery’s Chief Digital Officer from October 2011 to February 2014.

Adria Alpert Romm, Chief People and Culture Officer

Executive Officer since 2008

Romm has served as our Chief People and Culture Officer since the closing of the Merger on April 8, 2022.

Prior to the closing, Ms.

Romm served as Discovery’s Chief People and Culture Officer from April 2019 to April 2022.

Prior to that, Ms.

Romm served as our Senior Executive Vice President of Human Resources from March 2007 to February 2014.

Romm served as Senior Vice President of Human Resources of NBC from 2004 to 2007.

Prior to 2004, Ms.

Romm served as a Vice President in Human Resources for the NBC TV network and NBC staff functions.

Born November 26, 1967 Chief Development, Distribution & Legal Officer.

Campbell became our Chief Distribution Officer in October 2015, Chief Development Officer in August 2010 and served as our General Counsel from December 2010 to April 2017.

Campbell served as Digital Media Officer from August 2014 through October 2015.

Prior to that, Mr.

Campbell served as our President, Digital Media & Corporate Development from March 2007 through August 2010.

Campbell also served as our corporate secretary from December 2010 to February 2012.

Campbell served as Executive Vice President, Business Development of NBC from December 2005 to March 2007, and Senior Vice President, Business Development of NBC from January 2003 to November 2005.

Born December 24, 1969 Chief Corporate Operating Officer.

Leavy served as our Chief Corporate Operations and Communications Officer from March 2016 to June 2019 and became our Chief Corporate Operating Officer in July 2019.

Prior to that, Mr.

Leavy served as our Chief Communications Officer and Senior Executive Vice President, Corporate Marketing and Business Operations from August 2015 to March 2016.

From December 2011 to August 2015, Mr.

Leavy served as our Chief Communications Officer and Senior Executive Vice President, Corporate Marketing and Affairs.

Prior to that, Mr.

Leavy served as our Executive Vice President, Communications and Corporate Affairs and has served in a number of other roles at Discovery since joining in March 2000.

Born August 23, 1963

Chief Accounting Officer.

Locke joined Discovery as our Chief Accounting Officer in June 2019.

Prior to joining Discovery, Ms.

Locke served as Vice President, Corporate Controller and Principal Accounting Officer for Gannett Co., Inc.

(“Gannett”), a media company, from June 2015 to May 2019.

Before joining Gannett, Ms.

Locke was Vice President and Corporate Assistant Controller for Leidos, Inc.

(formerly SAIC, Inc.), a science, engineering and information technology company, from February 2013 to May 2015.

Name Position

Born May 21, 1970 Executive Vice President and General Counsel.

Sims became Executive Vice President and General Counsel in April 2017.

Sims served as our Executive Vice President and Deputy General Counsel from December 2014 to April 2017.

Romm served as Discovery’s Chief Human Resources and Diversity Officer from March 2014 to March 2019 and Discovery’s Senior Executive Vice President of Human Resources from March 2007 to February 2014.

Sims, Executive Vice President and General Counsel

Executive Officer since 2017

Sims has served as Executive Vice President and General Counsel since the closing of the Merger on April 8, 2022.

Prior to the closing, Ms.

Sims served as Discovery’s Executive Vice President and General Counsel from April 2017 until April 2022.

Prior to that, Ms.

Sims served as our Senior Vice President, Litigation and Intellectual Property from August 2011 through December 2014.

Prior to joining Discovery, Ms.

Sims was a partner at the law firm of Arent Fox LLP.

Sims served as Discovery’s Executive Vice President and Deputy General Counsel from December 2014 to April 2017 and Discovery’s Senior Vice President, Litigation and Intellectual Property from August 2011 to December 2014.

Gerhard Zeiler, President, International

Executive Officer since 2022

Zeiler has served as our President, International since the closing of the Merger on April 8, 2022.

Prior to the closing, Mr.

Zeiler served as President of WarnerMedia International from August 2020 to April 2022 and prior to that, Chief Revenue Officer of WarnerMedia from March 2019 to August 2020.

Zeiler was President of Turner Broadcasting System International from May 2012 to February 2019.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings