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DISCA > SEC Filings for DISCA > Form 8-K on 16-May-2013All Recent SEC Filings

Show all filings for DISCOVERY COMMUNICATIONS, INC. | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers At the annual meeting of stockholders of Discovery Communications, Inc. (the "Company") held on May 14, 2013 (the "2013 Annual Meeting"), the Company's stockholders approved the Company's 2013 Incentive Plan (the "2013 Stock Plan"), which had previously been adopted by the Company's Board of Directors subject to stockholder approval.
The following brief description of the 2013 Stock Plan is qualified in its entirety by reference to the complete text of the plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The material terms of the 2013 Stock Plan are summarized on pages 21-30 of the proxy statement for the 2013 Annual Meeting, which description is incorporated herein by reference. Under the 2013 Stock Plan, the Company is authorized to issue up to 40,000,000 shares of Series A common stock pursuant to awards that may be granted to eligible employees and independent contractors. The 2013 Stock Plan provides for awards of nonqualified stock options, stock appreciation rights, restricted stock and performance restricted stock, restricted stock units and performance restricted stock units, other stock-based awards and cash-based awards. The 2013 Stock Plan will be administered by the Compensation Committee of our Board of Directors. We will not make new grants under our 2005 Stock Incentive Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders The following are the results of the voting on the proposals submitted to stockholders at the 2013 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 II Directors Name Votes For Votes Withheld Broker Non-Votes Paul A. Gould 123,281,502 61,379,015 10,578,384 John S. Hendricks 142,039,841 42,620,676 10,578,384 M. LaVoy Robison 176,772,590 7,887,927 10,578,384 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 2013, as set forth below:
Votes For Votes Against Abstentions
264,070,219 2,111,795 164,199
3. Stockholders approved the 2013 Stock Plan, as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes 178,130,564 77,416,299 220,966 10,578,384 Item. 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description
10.1  2013 Stock Plan
10.2  Form of Employee Stock Option Agreement (2013 Stock Plan)
10.3  Form of Employee Restricted Stock Unit (RSU) Agreement (2013 Stock Plan)
10.4  Form of Employee Performance Restricted Stock Unit (PRSU) Agreement (2013

Stock Plan)
10.5 Form of Employee Stock Appreciation Right (SAR) Agreement (2013 Stock Plan)

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