Form 8-K Discovery, Inc. For: Jun 10

June 16, 2021 4:33 PM EDT

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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):   June 10, 2021
disca-20210610_g1.jpg
Discovery, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number:  001-34177
Delaware
35-2333914
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)

230 Park Avenue South
New York, New York 10003
(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))


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange
on which registered
Series A Common StockDISCANasdaq
Series B Common StockDISCBNasdaq
Series C Common StockDISCKNasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐









Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2021, the 2021 Annual Meeting of Stockholders of Discovery, Inc. (the “Company”) was held by means of remote communication. 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-1 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 I Directors
Name
Votes For
Votes Withheld
Broker Non-Votes
Robert R. Beck
111,775,89853,558,09822,243,933
Robert L. Johnson
144,204,60821,129,38822,243,933
J. David Wargo
99,149,92666,184,07022,243,933

Director Nominees Elected by Holders of Series A-1 Convertible Preferred Stock
Name
Votes For
Votes Withheld
Broker Non-Votes
Robert J. Miron
70,673,242
0
0
Steven A. Miron
70,673,242
0
0
Susan M. Swain
70,673,242
0
0

2.    Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, as set forth below:
Votes For
Votes Against
Abstentions
255,417,8552,711,553121,763








ITEM 9.01. Financial Statements and Exhibits


101Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)




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, Inc.
Date: June 16, 2021
By:
/s/    Bruce Campbell
Bruce Campbell
Chief Development, Distribution and Legal Officer




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