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):  02/22/2016
 
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2016, Andrew Warren informed Discovery Communications, Inc. (the “Company”) that he was resigning from the Company effective December 31, 2016. The Company is commencing its search for a new Chief Financial Officer immediately. If the Company appoints a new Chief Financial Officer prior to Mr. Warren’s departure, Mr. Warren will continue to be employed by the Company in a different capacity until December 31, 2016. If Mr. Warren earlier terminates his employment without the Company’s consent, he will forfeit his rights to any severance compensation.
As part of his agreement to remain with the Company through December 31, 2016, the Company and Mr. Warren revised his Employment Agreement to eliminate the Company’s ability to terminate his employment without Cause (as defined in the Employment Agreement) and to eliminate Mr. Warren’s ability to terminate his employment for Good Reason (as defined in the Employment Agreement) due to a material reduction of his responsibilities. The Company has agreed to treat Mr. Warren’s termination as a Termination Without Cause by the Company under the Employment Agreement. No other provisions of Mr. Warren’s employment agreement were amended. The amendment to the Employment Agreement is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Description
10.1
Amendment to Employment Agreement dated February 22, 2016 between Andrew Warren and Discovery Communications, LLC






 
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: February 23, 2016
 
By:
 
/s/    Bruce Campbell
 
 
 
 
 
 
Bruce Campbell
 
 
 
 
 
 
Chief Development, Distribution and Legal Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 


EXHIBIT INDEX
Exhibit No.
Description
10.1
Amendment to Employment Agreement dated February 22, 2016 between Andrew Warren and Discovery Communications, LLC


Exhibit 10.1



AMENDMENT
TO
EMPLOYMENT AGREEMENT


This amendment (“Amendment”), dated as of February 22, 2016 (“Effective Date”), shall amend the employment agreement dated as of September 18, 2014, by and between Discovery Communications, LLC (“Company”) and Andrew Warren ("Executive") (the “Employment Agreement”).

WHEREAS, Executive and Company previously entered into the Employment Agreement, which sets forth the terms and conditions of Executive’s employment with Company;

WHEREAS, Executive and Company have agreed that Executive shall separate employment with Company as of December 31, 2016 and desire to set forth the terms of Executive’s transition and separation, and make certain other changes, as described below.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this Amendment, the parties hereby agree to amend the Employment Agreement as follows:

1.
Duties, Acceptance, and Location : The following sentence is added at the end of Section I(A):

“Effective February 22, 2016, Company may change Executive’s duties and assign him to transition responsibilities as Company deems necessary, including changing Executive’s title to Senior Executive Vice President, Finance, instead of Chief Financial Officer, provided that Executive continues to report to the CEO.”

2.
Term of Employment : Section II is hereby amended to state in its entirety:

“ Term of Employment : Executive’s term of employment under this Agreement began on September 1, 2014 and shall end on December 31, 2016, unless terminated as provided in Sections IV(A), (B), and (C) (“Term of Employment”). As of the Effective Date, Executive shall not have the right to terminate the Term of Employment by resignation for Good Reason with respect to a material reduction in duties or responsibilities (as provided by Section IV(D)) and Company shall not have the right to adjust the Separation Date to any date other than December 31, 2016, unless pursuant to Section IV(C) (termination for “Cause”). Executive shall separate employment as of December 31, 2016, by mutual agreement of the parties, under circumstances which shall be classified as a termination without Cause for purposes of the Employment Agreement and under Company’s plans and programs, and under which Executive shall be eligible for the Severance Payment.”


EXECUTIVE :                             DATE:


/s/ Andrew Warren                              02/23/2016            
Andrew Warren

Discovery Communications, LLC                    DATE:

/s/ Adria Alpert Romm                          02/23/2016            

Name: Adria Alpert Romm            

Title:      Chief Human Resources and Global    
Diversity Officer            




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