SEC Document




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):  05/19/2016
 
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 5.07    Submission of Matters to a Vote of Security Holders.

On May 19, 2016, the 2016 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 five nominees for director, two 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 II Directors

Name
Votes For
Votes Withheld
Broker Non-Votes
Paul A. Gould
120,973,295
69,421,939
12,176,009
M. LaVoy Robison
143,238,826
47,156,408
12,176,009

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 2016, as set forth below:

Votes For
Votes Against
Abstentions
271,621,960
1,124,562
932,033

3.    Stockholders did not approve, the Stockholder proposal requesting the Board of Directors to report on plans to increase diverse representation on the Board, as set forth below:

Votes For
Votes Against
Abstentions
Broker Non-Votes
45,535,024
212,826,885
3,140,637
12,176,009
4.    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
24,735,298
236,103,950
663,298
12,176,009


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 20, 2016
 
By:
 
/s/    Bruce Campbell
 
 
 
 
 
 
Bruce Campbell
 
 
 
 
 
 
Chief Development, Distribution & Legal Officer