DEF 14A 1 disca3856961-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Discovery, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Letter to our Stockholders

April 30, 2021

Dear Stockholders,

You are cordially invited to attend the 2021 annual meeting of stockholders at 10:00 a.m. on Thursday, June 10, 2021. Due to the ongoing coronavirus (COVID-19) public health crisis, the 2021 annual meeting of stockholders will be conducted online via live audio webcast at www.virtualshareholdermeeting.com/DISCA2021. Holding the 2021 annual meeting of stockholders in person could pose a risk to the health and safety of our stockholders, employees and directors, and as a result, we have decided to hold the 2021 annual meeting virtually. You will be able to participate, submit questions and vote your shares electronically.

If you hold shares of Series A or Series B common stock or Series A-1 convertible preferred stock, you will be asked to vote on important matters, which are listed in the Notice of Annual Meeting of Stockholders, which appears on the following page. The Board of Directors recommends a vote FOR Proposals One and Two.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the 2021 annual meeting online, please vote as soon as possible to make sure that your shares are represented.

Thank you for your continued support and interest in our company, and I look forward to the 2021 annual meeting.

Sincerely,

Robert J. Miron

Board Chair

Discovery, Inc.

2021 Proxy Statement

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Notice of Annual Meeting of Stockholders

Date and time:	Virtual web conference:	Record date:
Thursday, June 10, 2021 at 10:00 a.m., Eastern Time	www.virtualshareholdermeeting.com/DISCA2021	April 12, 2021

To Discovery Stockholders:

You are cordially invited to attend, and notice is hereby given of, the 2021 Annual Meeting of Stockholders, or 2021 Annual Meeting, of Discovery, Inc. to be held via the Internet at a virtual web conference at www.virtualshareholdermeeting.com/DISCA2021 on Thursday, June 10, 2021 at 10:00 a.m., Eastern Time. In light of the ongoing COVID-19 pandemic, for the health and well-being of our stockholders, employees and directors, we have determined that the annual meeting will be held in a virtual meeting format only, with no physical in-person meeting. The 2021 Annual Meeting will be held for the following purposes:

1	To elect six directors, three Class I Common Stock directors to be voted on by the holders of our Series A common stock and Series B common stock, voting together as a single class, and three Series A-1 Preferred Stock directors to be voted on by the holders of our Series A-1 convertible preferred stock, voting separately as a class.
2	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

The stockholders will also act on any other business that may properly come before the 2021 Annual Meeting or adjournments thereof.

The close of business on April 12, 2021 was the record date for determining the holders of shares of our Series A and Series B common stock and Series A-1 convertible preferred stock entitled to notice of and to vote at the 2021 Annual Meeting and any postponement or adjournment thereof. A complete list of stockholders entitled to vote at the 2021 Annual Meeting will be available for inspection by stockholders during the entirety of the 2021 Annual Meeting at www.virtualshareholdermeeting.com/DISCA2021. Further information about how to attend the 2021 Annual Meeting online, vote your shares online during the 2021 Annual Meeting and submit questions online during the 2021 Annual Meeting is included in the accompanying proxy statement.

By Order of the Board of Directors,

Tara L. Smith

Senior Vice President,

Securities & Executive Compensation and

Corporate Secretary

April 30, 2021

This proxy statement, our proxy card and our Annual Report on Form 10-K for the year ended December 31, 2020 were first made available to stockholders on or about April 30, 2021.

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PROXY STATEMENT SUMMARY	6

Proposals to be Voted on	6

Our Board of Directors	7

ESG	8

Executive Compensation	11

Proposal 1: Election of Directors	13

Nominees for Election	13

Directors with Terms Extending Beyond the 2021 Annual Meeting	17

CORPORATE GOVERNANCE	20

Corporate Governance Guidelines	20

Board Leadership Structure	20

Director Independence	20

Director Nomination Process	21

Evaluations of Board Performance	22

Transactions with Related Persons	22

Board Role in Risk Oversight	22

ESG	23

Board Role in Human Capital Management	23

Director Orientation and Continuing Education	23

Code of Ethics	23

Stockholder Communication with Directors	23

Board Meetings and Committees	24

Director Compensation	28

AUDIT MATTERS	30

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	30

Audit Firm Fees and Services	30

Audit Committee Pre-Approval Policy	31

Audit Committee Report	31

EXECUTIVE COMPENSATION	32

Compensation Committee Report	32

Compensation Discussion and Analysis	32

Executive Compensation Tables	56

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	72

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	73

Security Ownership of Certain Beneficial Owners	73

Security Ownership of Management	74

2021 ANNUAL MEETING INFORMATION – FREQUENTLY ASKED QUESTIONS	77

ADDITIONAL INFORMATION	81

Availability of Annual Report	81

Submission of Stockholder Proposals for 2022 Annual Meeting	81

Importance Notice of Internet Availability of Proxy Materials	81

Other Business	82

2021 Proxy Statement

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Proxy Statement Summary

The Board of Directors (the “Board”) of Discovery, Inc. (the “Company,” “we,” “us,” “our” or “Discovery”) is furnishing this proxy statement and soliciting proxies in connection with the proposals to be voted on at the Discovery 2021 Annual Meeting of Stockholders, or our 2021 Annual Meeting, and any postponements or adjournments thereof. This summary highlights certain information contained in this proxy statement but does not contain all of the information you should consider when voting your shares. Please read the entire proxy statement carefully before voting.

2021 Annual Meeting Information		Meeting Agenda
Date	June 10, 2021	Proposals
Time Location Record Date Admission	10:00 a.m. Eastern Time Live webcast at: www.virtualshareholdermeeting.com/DISCA2021 April 12, 2021 To attend the live webcast of the 2021 Annual Meeting, you will need to log in to www.virtualshareholdermeeting.com/DISCA2021 using the control number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form.		• Election of six Board-recommended director nominees • Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 • Transaction of other business that may properly come before the meeting

Stock Symbol(s)	DISCA, DISCB, DISCK
Stock Exchange	Nasdaq Global Select Market (“Nasdaq”)
Corporate Website	corporate.discovery.com

Proposals to be Voted on

The following proposals will be voted on at the 2021 Annual Meeting.

Proposal One
Election of Directors
Six director nominees will be voted on at the meeting. Three Class I Common Stock director nominees will be voted upon and elected by the holders of shares of our Series A common stock and Series B common stock, voting together as a class. Three Series A-1 Preferred Stock director nominees will be voted upon and elected by the holders of shares of our Series A-1 convertible preferred stock voting separately as a class.
The Board of Directors recommends a vote “FOR” the election of each of the nominated directors.	See page 13

Proposal Two
Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee has evaluated the performance of PricewaterhouseCoopers LLP (“PwC”) and has re-appointed them as our independent registered public accounting firm for the fiscal year ending December 31, 2021. You are requested to ratify the Audit Committee’s appointment of PwC.
The Board of Directors recommends a vote “FOR” this proposal.	See page 30

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Proxy Statement Summary

Our Board of Directors

The following provides summary information about each director nominee and each director whose term will extend beyond the 2021 Annual Meeting.

			Committee Membership
Name	Director Since	Independent	AC	CC	NCGC	FC	EC
*Class I Common Stock Director Nominees*
Robert R. Beck Independent Financial Consultant	2008			M
Robert L. Johnson Founder and Chairman, The RLJ Companies, LLC	2021
J. David Wargo President, Wargo & Company, Inc.	2008		C		M	M
*Series A-1 Preferred Stock Director Nominees*
Robert J. Miron Independent Board Chair, Discovery, Inc.	2008			C			C
Steven A. Miron CEO, Advance/Newhouse Partnership	2008				M	M
Susan M. Swain Co-CEO and President, C-SPAN	2016		M		M
*Class II Common Stock Directors with Terms Expiring in 2022*
Paul A. Gould Managing Director and Executive President, Allen & Company, LLC	2008			M	C
Kenneth W. Lowe Former Chairman, President and CEO, Scripps Networks Interactive, Inc.	2018		M	M
Daniel E. Sanchez Retired Attorney, Private Practice	2017					M
*Class III Common Stock Directors with Terms Expiring in 2023*
Robert R. Bennett Managing Director, Hilltop Investments, LLC	2008					C	M
John C. Malone Chairman, Liberty Media Corporation, Liberty Global, plc and Liberty Broadband Corp.	2008						M
David M. Zaslav President and Chief Executive Officer, Discovery, Inc.	2008						M

AC - Audit Committee	C - Chair
CC - Compensation Committee	M - Member
NCGC - Nominating and Corporate Governance Committee
FC - Finance Committee
EC - Executive Committee

2021 Proxy Statement

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Proxy Statement Summary

ESG

Discovery has a long history of being purposeful and doing the right thing, and over the years we have undertaken a number of initiatives to promote sustainability within and outside the walls of the Company. Since 2018, we’ve launched a Global Sustainability Committee, identified a CEO direct report with responsibility for overseeing our sustainability efforts, and, in 2020, we launched a website to tell our story and document our current and future efforts. In 2020, in conjunction with a third-party nonprofit expert and internal and external stakeholders, we completed a materiality assessment which identified Discovery’s priority ESG issue areas and organized them into the following four overarching themes – Our People, Our Community, Our Value Chain and Our Planet.

Under this framework, we aggregated what we were doing across the ESG landscape and launched a more refined ESG program in December 2020. With the creation of this program, we are committed to being accountable and transparent about our successes and areas of opportunity. Some highlights of our ESG program and accomplishments in 2020 appear below.

Our People
•	We are a talent-driven business, aiming to attract, develop, and motivate top talent throughout our company. To support these objectives, our human resources programs are designed to provide competitive, locally-relevant benefits, performance-based pay, and customized nonfinancial support and incentives. We also strive to enhance our culture through efforts aimed at making our workplace diverse, engaging and inclusive, and to develop our talent to prepare them for critical roles and leadership positions for the future. We also provide opportunities for our employees to make an impact in their communities through social good initiatives around the world.
•	*Compensation*: Our compensation philosophy is to pay for performance, encourage excellence and reward employees who innovate and deliver high-quality results. Our compensation programs are designed to implement our compensation philosophy by:
	•		paying competitively, across salary grades and geographies;
	•		applying compensation policies in an internally consistent manner; and
	•		incentivizing our employees to deliver on our short- and long-term objectives.
Additional information regarding our compensation program for our executive officers is in the “Compensation Discussion and Analysis” which begins on page 32.
•	*Benefits*: We provide an array of benefits and programs that support our employees in their personal and professional lives.Highlights include:
	•	local medical, dental, and vision plans in many countries around the world to support our employees with access to health care,supplementing any state-provided health care;
	•	on-site wellness centers in our New York, Silver Spring, Sterling, Knoxville and London offices, a fully-equipped fitness center in our Knoxville office, and access to virtual fitness classes and wellbeing programs;
	•	family support programs, including on-site childcare in our Knoxville and Warsaw offices, childcare locator services, back-up childcare, maternity/paternity leave, adoption assistance and elder care;
	•	tools and resources to support the mental wellbeing of our employees and their families, including mental health counselors in our on-site wellness centers and a confidential, dedicated line for employees to contact and speak with a counselor in the event they need mental health support;
	•	products and services to support employees’ financial wellbeing, including life, accident, and disability insurance plans, discount benefits, financial planning tools, a 401(k) savings plan in the U.S. and retirement/pension plans in another 20 countries;
	•	an employee stock purchase plan, which allows employees globally (where legislation permits) an opportunity to buy Discovery, Inc. stock at a discounted price through convenient after-tax payroll deductions with no commission charges; and
	•	flexible working arrangements around the globe to enable our employees to better balance work and personal commitments, which were expanded during the COVID-19 pandemic to support our employees’ health and safety.
•	*Diversity, Equity and Inclusion (“DE&I”)*: Our DE&I objective is to foster a culture of equity, inclusion, and mutual respect. In 2020 we emphasized our DE&I focus through Mosaic – our Diversity, Equity and Inclusion activation. Mosaic covers a range of initiatives, including: Unconscious Bias, Respect & Integrity; Allyship; Recruitment and Career Development; Content Diversity; Supplier Diversity; and Social Impact.
	We sponsor over 30 chapters of Employee Resource Groups (“ERGs”) across the globe with more than 2,500 members. ERGs draw upon their collection of unique experiences to help drive our mission of fostering a diverse and inclusive environment and provide important insights to our diversity, equity and inclusion initiatives.

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Proxy Statement Summary

•

Social Good: We have a department dedicated to social good that builds and oversees consumer and employee-facing initiatives and campaigns. We leverage our platforms, resources, and employee base to make an impact in our communities and with our key nonprofit partners. We have corporate partnerships aimed at addressing childhood hunger, racial injustice and wildlife preservation. Our employee-facing initiatives include matching gift and “dollars for doers” programs and sponsoring Impact Day, a global day of employee volunteerism that gives back to the communities where we live and work around the world. We are also committed to using our voice to advocate for action around the issues of our time that are important to our customers, affiliates and employees. In furtherance of this objective, we support various causes and organizations that promote equal rights, and have committed to a two-year social justice project where Discovery employees will have the opportunity to help reinvestigate likely wrongful conviction cases and attempt to secure pro bono legal services to seek exoneration.

Our Community
•	*RISE:* RISE (Reducing Inequality and Supporting Empowerment) is Discovery’s commitment to improving social mobility through access to basic human needs, with a focus on education programs. In 2020, in response to the COVID-19 crisis, through RISE, Discovery partnered with UNICEF USA to help deliver two billion doses of COVID-19 vaccines for frontline healthcare workers and vulnerable populations. Local Discovery offices also partnered with Save the Children to help provide food donations, hygiene kits for refugees, and educational resources for children learning at home.
•	*Turn Up! Fight Hunger:* Turn Up! Fight Hunger is Discovery’s partnership with No Kid Hungry to help end childhood hunger in the U.S. We reach audiences through our television brands, providing tools that enable consumers to Turn Up and fight hunger through donations, activism, and a set of advocacy tools to give kids access to the food they need now and effect policy change for generations. In 2020, as the pandemic closed schools, leaving millions of children without the healthy school meals they depend on, Discovery and No Kid Hungry joined forces through a combination of emergency grants, strategic assistance, advocacy, and awareness to help serve more than 10 million meals a day during the crisis.
•	*TVN & TVN Foundation:* TVN, the leading broadcaster in Poland and owned by Discovery, is deeply committed to bringing about positive change and supporting communities in need. Through the TVN Foundation, which was launched in 2001, we have raised over $70 million to date in aid to improve the lives and health of Polish people in need. An area of particular focus for the Foundation has always been treating and rehabilitating sick children. In 2020, in response to the COVID-19 pandemic, TVN undertook many initiatives such as donating almost $2 million to help with coronavirus testing at hospitals and other institutions, giving free advertising to small business owners, and hosting charity concerts.
•	*Project CAT:* Project C.A.T. is our partnership with WWF to support a global effort to double the number of tigers in the wild by 2022. This collaboration aims to ensure a healthy habitat for future generations of tigers by helping conserve nearly six million acres of protected land across three countries.

Our Value Chain
•	Discovery is committed to a culture of integrity, compliance, and human rights by treating all workers with respect and conducting ethical business operations. We conduct business in a manner that respects the human rights and dignity of all, and we comply with all applicable laws where Discovery operates.
•	Discovery embeds the practice of compliance and governance into every aspect of its business. At the foundation of our Ethics & Compliance Program is our Code of Ethics (“Code”), which underscores the value of ethical conduct, tolerance, respect, and doing the right thing. Our Code reflects our commitment to act with integrity, which is an expectation of every employee. This expectation sustained by a comprehensive system of policies, processes, training, and communications.
•	At Discovery, we value and prioritize diversity. It enables us to tap into new ideas that add value to our operations, strengthen our brands, and fuel innovation among our teams. Discovery has a dedicated team committed to enhancing supplier diversity within the global organization. Discovery’s Supplier Diversity program is designed to promote, increase, and improve the participation of diverse businesses within our organizational supply chain and investment portfolio. To support our program, we launched a dedicated supplier diversity website in 2020.

2021 Proxy Statement

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Proxy Statement Summary

Our Planet
•	For over 35 years we have remained dedicated to using our platforms, reach, and influence to educate and raise awareness about the world. The very first program to run on Discovery Channel in 1985 was Iceberg Alley, which explored the impact of melting snowcaps. Since then, we’ve continued to air landmark programming including documentary series such as: Planet Earth, LIFE, Frozen Planet, Serengeti and North America; Discovery Impact documentaries including Sonic Sea, a film about ocean noise pollution, and Rancher, Farmer, Fisherman, a film about unlikely conservation heroes in America’s heartland; as well as other specials including Racing Extinction, a film that raised the alarm on pressing issues facing our planet and its creatures, The Story of Plastic, a film looking at the worldwide effects of the man-made plastic pollution crisis, and Great Global Cleanup, a special showcasing individuals cleaning up their hometowns. With the launch of discovery+ in January 2021, we offer access to the definitive collection of science, nature, and environmental programming in one streaming location.
•	We have posted the Green Production Guide on our Producer’s Portal to encourage sustainable production practices by our production partners.
•	Discovery is dedicated to minimizing our carbon footprint and overall impact on the planet.
	•	In 2017, we purchased Green-e Certified Renewable Energy Certificates (“RECs”) to offset 100% of the annual electricity consumption across all of our U.S. facilities.
	•	In 2018 & 2019, we purchased RECs to offset 100% of the annual electricity consumption across both our U.S. and international facilities. Given our changing footprint due to the 2018 acquisition of Scripps Networks Interactive, we relied on conservative estimates of our energy consumption (i.e., our estimate was higher than the energy we were likely to consume) to determine the appropriate level of domestic and international RECs to purchase.
	•	In addition to progressively increasing our renewable energy procurement from 2017 to 2019, in 2019 we also purchased carbon offsets to account for our global “Scope 1” and “Scope 3” emissions (emissions arising from commuting, business travel, purchased goods and services). While we had to rely in part on estimated numbers, together with the renewable energy credits, we believe these carbon offsets made Discovery globally carbon neutral in 2019.
	•	Due to the adjustments in employee travel and commuting brought by the COVID-19 pandemic, we reduced our global emissions by the equivalent of over 715,000 gallons of gasoline consumed in the first and second quarters of 2020, as compared to the similar period in 2019. This is the equivalent of more than 15,000,000 miles driven by the average passenger vehicle, or the carbon sequestered by over 100,000 trees allowed to grow for 10 years.
•	We set three goals for 2021 related to GHG emissions:
	•	Disclose carbon emissions via the Carbon Disclosure Project (“CDP”);
	•	Conduct an updated survey of our global emissions to establish baselines and be able to set additional goals and objectives in years ahead; and
	•	Conduct waste, water, and energy audits in offices that we own and operate to identify opportunities for reduction.
•	In 2020, Eurosport launched PURE ETCR, the first all-electric multi-brand touring car championship, aiming to change attitudes towards electric vehicles and promote electric mobility.

Please visit our ESG website at: corporate.discovery.com/environmental-social-governance/ for additional information.

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Proxy Statement Summary

Executive Compensation

Pay-For-Performance

Our compensation philosophy is to pay for performance, to encourage excellence and to reward executives who deliver. Our executive compensation programs are designed to implement our pay-for-performance compensation philosophy, as follows:

•	ensure a strong alignment of the interests of our stockholders and employees;
•	pay for performance, both short-term and long-term;
•	pay competitively, across salary grades and geographies; and
•	apply compensation policies in an internally consistent manner.

The Committee seeks to deliver the majority of target total direct compensation for each named executive officer (“NEO”) in performance-based pay, with the balance between the annual cash bonus and long-term incentive awards determined by the Committee as appropriate for each role. Approximately 91% of the CEO’s 2020 target total compensation was performance based.

Total Compensation Pay Mix

Elements of 2020 Compensation

Elements	Key Features
Base Salary	Fixed annual cash amount, generally reviewed annually.
Annual Cash Bonus	Each NEO has a target cash bonus opportunity, set as a percentage of base salary (or in the CEO’s case, as a specified dollar value). The actual amount paid/awarded for each year varies based on Company and individual performance.
Long-Term Incentive Awards	Annual equity and equity-type awards, in the form of non-qualified stock options, performance-based restricted stock units, restricted stock units and stock appreciation rights. Each type of award instrument generally vests in tranches over multiple years.

2021 Proxy Statement

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Proxy Statement Summary

2020 Performance

In 2020, we delivered solid operating and financial performance and showed incredible resilience, creativity and focus as one global team, particularly in light of the challenges imposed by the COVID-19 pandemic and ongoing changes facing our industry. We believe we finished 2020 with strong operating momentum and great command and control across our global businesses and were well positioned to balance our core and next generation businesses going forward.

	In 2020, highlights of our operating results included:

	•	Announcing the global launch of our aggregated direct to consumer product, discovery+, a non-fiction, real life subscription service, which began rolling out in international markets in the fourth quarter of 2020 and was launched in the U.S. on January 4, 2021;
	•	Increasing total share of viewing across our international markets;
	•	Executing key distribution partnerships for the launch of discovery+ in the U.S, U.K., Ireland and several European markets; and
	•	Providing a portfolio of U.S. networks that included the most-watched pay network in the U.S. among women 25-54 and 18 and older for primetime.

In 2020, we continued to take steps to streamline our enterprise and achieve significant cost savings, which are key components of our efforts to transform our business. Our talented executive team, including the NEOs, played a key role in keeping this focus while also adapting our operating model, as necessary, to drive the business forward during COVID. More information on our business performance in 2020 is available in our Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”), which accompanies this proxy statement.

In evaluating our 2020 performance, the Committee believed it was appropriate to take into account the COVID-19 pandemic and the impact it had on our business, including the decision by the International Olympic Committee to delay the Tokyo 2020 Olympic Games to the summer of 2021. As management had no influence over these macro-economic events and they were not anticipated or considered at the time the 2020 performance goals were set, the Committee felt it was appropriate to adjust performance for the impact of these unforeseen events. In making this determination, the Committee noted the following:

•	our solid financial performance in a challenging year;
•	the resilience of the NEOs and other employees to transition seamlessly to remote-work arrangements and continue to manage the business at a high level in the face unprecedented conditions;
•	steps that were taken to mitigate the risks to our business, including increased cost savings initiatives;
•	implementation of measures to preserve liquidity; and
•	employing innovative production and programming strategies, including producing content filmed by its on-air talent and seeking viewer feedback on which content to air.

Additional information regarding these adjustments appears on pages 46 and 47. Taking into account these adjustments, our financial performance in 2020 generally met, and in some cases exceeded, the pre-established performance goals set by the Committee for cash bonuses to the CEO and CFO, Incentive Compensation Plan (“ICP”) awards, and the Performance-Based Restricted Stock Units (“PRSUs”) awarded to the CEO. As a result, the Committee approved 2020 cash bonuses for the CEO and CFO at 99.1% of target, funded the corporate ICP at 99.6% of target, and certified the vesting at 99.9% for the CEO’s PRSUs with a performance period that ended in 2020.

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Proposal 1: Election of Directors

Proposal 1

Election of Directors

Nominees for Election

Our Board consists of nine common stock directors, divided among three classes, and three preferred stock directors. Six director nominees will be voted on at the meeting. The three Class I director nominees will be voted upon and elected by the holders of shares of our Series A common stock and Series B common stock, voting together as a class. The three preferred stock director nominees will be voted upon and elected by the holders of shares of our Series A-1 convertible preferred stock voting separately as a class.

Our Class I directors, who are being nominated for reelection at the 2021 Annual Meeting for a term that will expire in 2024, are Robert R. Beck and J. David Wargo. Robert L. Johnson, who was elected to the Board effective January 1, 2021 is also a Class I director and is being nominated for reelection by stockholders at the 2021 Annual Meeting.

Our Class II directors, who were reelected at the 2019 annual meeting for a term that will expire in 2022, are Paul A. Gould, Kenneth W. Lowe and Daniel E. Sanchez. Our Class III directors, who were reelected at the 2020 annual meeting for a term that will expire in 2023, are Robert R. Bennett, John C. Malone and David M. Zaslav.

At each annual meeting, the successors of that class of directors whose terms expire at that meeting are elected to hold office for a term expiring at the annual meeting of Discovery stockholders held in the third year following the year of their election. The directors of each class will hold office until the earliest to occur of their respective death, resignation, removal or disqualification or the election and qualification of their respective successors.

Our preferred stock directors being nominated for reelection at the 2021 Annual Meeting for a term that will expire at the 2022 annual meeting are Robert J. Miron, Steven A. Miron and Susan M. Swain. S. Decker Anstrom, who was elected at the 2020 annual meeting as a preferred stock director, resigned from the Board effective December 31, 2020, and Ms. Swain, a former Class I common stock director, was appointed to Mr. Anstrom’s role as a preferred stock director by the holders of our Series A-1 convertible preferred stock.

Holders of our Series A-1 convertible preferred stock vote on the election of each of the Series A-1 preferred stock directors, but do not vote on the election of any common stock director. At each annual meeting of stockholders, the Series A-1 preferred stock directors are elected to hold office for a term expiring at the following annual meeting of stockholders. The Series A-1 preferred stock directors will hold office until the earliest to occur of their respective death, resignation, removal or disqualification or the election and qualification of their respective successors.

Unless otherwise instructed on the proxy card, the persons named as proxies will vote the shares represented by each properly executed proxy “FOR” the election as directors of the persons named in this proxy statement as nominees. Each of the nominees has consented to serve if elected. However, if any of the persons nominated by the Board fails to stand for election, or declines to accept election, proxies will be voted by the proxy holders for the election of such other person or persons as the Board may recommend.

The following tables present information, including age, term of office, committee memberships, independence and business experience, for each person nominated for election as a Discovery director at the 2021 Annual Meeting and for those directors whose terms of office will continue after the 2021 Annual Meeting. Each member of our Board and each director nominee possesses skills and experience which makes him or her an important component of the Board as a whole. While consideration of the information presented below regarding each director and director nominee’s specific experience, qualifications, attributes and skills led our Board to the conclusion that he or she should serve as a director, we also believe that all of our directors and director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Discovery and our Board. Except for Steven A. Miron being the son of Robert J. Miron and Daniel E. Sanchez being the nephew of John C. Malone, there is no family relationship among any of Discovery’s executive officers or directors, by blood, marriage or adoption.

The Discovery, Inc. Board of Directors recommends a vote “FOR” the election of the nominated directors.

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Proposal 1: Election of Directors

Director Nominees for Election by Holders of Series A Common Stock and Series B Common Stock as Class I Directors with Terms Expiring in 2021

Robert R. Beck
Independent Director Born July 2, 1940 Director Since 2008 Class I Common Stock Director Committee Memberships • Compensation Committee		Business Experience Since 2001, Robert R. Beck has served as an independent consultant, advising on complex financial and business matters. Prior to 2001, Mr. Beck served as a Managing Director of Putnam Investments and was previously Managing Partner of Marble Arch Partners. Qualifications Mr. Beck applies his expertise in the financial markets to our Board’s deliberations. Mr. Beck’s deep experience in corporate finance and ability to use his experience to provide insight and guidance on executive compensation is of great value to our Board. Other Public Company Directorships (past five years): None

Robert L. Johnson
Independent Director Born April 8, 1946 Director Since Jan. 1, 2021 Class I Common Stock Director Committee Memberships NONE		Business Experience Robert L. Johnson is founder and chairman of The RLJ Companies, an innovative business network that provides strategic investments in a diverse portfolio of companies in the consumer financial services, private equity, asset management, real estate, hospitality, gaming and automobile dealership industries. Prior to forming The RLJ Companies in 2004, Mr. Johnson was founder and chief executive officer of Black Entertainment Television (BET), the nation’s first and leading television network providing quality entertainment, music, news, sports and public affairs programming for the African American audience, which was acquired by Viacom, Inc. in 2001. He continued to serve as chief executive officer of BET until 2006. Qualifications Mr. Johnson has significant experience across a diverse range of industries, including real estate, finance, mortgage banking and brand-building enterprises. He brings to our Board the experiences gained from creating value for investors throughout his career and service as an executive and director of several public companies. Other Public Company Directorships (past five years): • G-III Apparel Group, Ltd. (2020–present) • RLJ Lodging Trust (2011–present) • KB Home (2008–present) • Elevate Credit, Inc. (2014-2021) • RLJ Entertainment, Inc. (2012-2018) • Lowe’s Companies, Inc. (2005-2018) • Strayer Education, Inc. (2003-2016)

14	Discovery

Table of Contents

Proposal 1: Election of Directors

J. David Wargo

Independent Director

Born

October 1, 1953

Director Since

2008

Class I

Common Stock Director

Committee Memberships

• Audit Committee (Chair)

• Finance Committee

• Nominating and Corporate Governance Committee

Business Experience

J. David Wargo served as a director of Discovery Holding Company Corp. from 2005 until 2008 when it merged with Discovery. Mr. Wargo has served as President of Wargo & Company, Inc., a private investment company specializing in the communications industry, since 1993. Mr. Wargo is also a co-founding member of Peters Creek Entertainment LLC and Asia Vision LLC.

Qualifications

Mr. Wargo brings to the Board significant business development and financial experience related to the business and financial issues facing large corporations. Mr. Wargo’s expertise in public company finance is the result of his experience over 40 years as a securities analyst.

Other Public Company Directorships (past five years):

• Vobile Group Limited* (2018-present)

• Liberty Broadband Corp.*(2015-present)

• Liberty TripAdvisor Holdings* (2014-present)

• Liberty Global plc* (2005-present)

• Strategic Education Inc. (2001-2018)

* Mr. Wargo serves on the audit committees of these companies. The Nominating and Corporate Governance Committee has reviewed Mr. Wargo’s simultaneous service on these audit committees and has determined that such service does not impact his ability to serve on our Audit Committee.

Director Nominees for Election by Holders of Series A-1 Preferred Stock

Robert J. Miron

Independent Director

BOARD CHAIR

Born

July 7, 1937

Director Since

2008

Series A-1

Preferred Stock Director

Committee Memberships

• Compensation Committee (Chair)

• Executive Committee (Chair)

Business Experience

Robert J. Miron has served as our Board Chair since 2014. Mr. Miron was the chief executive officer and chairman of the boards of Advance/Newhouse Programming Partnership (“Advance/Newhouse”) and Bright House Networks, both privately-held media companies, from 2002 to 2008. Mr. Miron continued to serve as chairman of both entities until his retirement in 2010. Since 1959, he worked for Advance/Newhouse in various capacities within radio, television and cable, including as chairman of cable television interests.

Qualifications

Mr. Miron has extensive knowledge of the cable television industry, as evidenced by his

professional background. Our Board benefits from Mr. Miron’s long experience in management roles within our industry.

Other Public Company Directorships (past five years):

None

Robert J. Miron is the father of Steven A. Miron, a Series A-1 Preferred Stock Director.

2021 Proxy Statement

Table of Contents

Proposal 1: Election of Directors

Steven A. Miron

Independent Director

Born

April 24, 1966

Director Since

2008

Series A-1

Preferred Stock Director

Committee Memberships

• Finance Committee

• Nominating and Corporate Governance Committee

Business Experience

Steven A. Miron is the chief executive officer of Advance/Newhouse Partnership, a privately-held media company, and a senior executive officer at Advance, a private, family-held business that owns and invests in a broad range of media and technology companies. Mr. Miron previously served as president of Advance/Newhouse and Bright House Networks from 2002 to 2008, and as chief executive officer of Bright House Networks from 2008 until 2016, when it was acquired by Charter Communications, Inc. Prior to Bright House Networks, Mr. Miron held positions with MetroVision, Vision Cable Communications, NewChannels and Time Warner Cable.

Qualifications

Through his experience as a cable television executive, Mr. Miron has developed a deep understanding of our industry. Mr. Miron’s expertise in the cable television industry makes him a valued presence on our Board. He also brings to our Board his previous experiences on the boards of nonprofit organizations within the cable industry, including C-SPAN, the National Cable & Telecommunications Association and CableLabs.

Other Public Company Directorships (past five years):

Charter Communications, Inc. (2016-present)

Steven A. Miron is the son of Robert J. Miron, a Series A-1 Preferred Stock Director.

Susan M. Swain

Independent Director

Born

December 23, 1954

Director Since

2016

Series A-1

Preferred Stock Director

Committee Memberships

• Audit Committee

• Nominating and Corporate Governance Committee

Business Experience

Susan M. Swain has served as Co-CEO and President of C-SPAN, a multichannel national distributor (TV, radio, internet) of public affairs and other nonfiction content, since 2012. She previously served as President and Co-Chief Operating Officer of C-SPAN since 2006. Ms. Swain also serves as an officer of National Cable Satellite Corporation, as a director of C-SPAN, a director of the C-SPAN Education Foundation and as a board member of the National Press Foundation, and also has prior experience as a public company director, having served on the board of The Talbots, Inc from 2001 until 2012.

Qualifications

Ms. Swain brings to our Board her extensive experience in the areas of national media,

leadership of large organizations, multichannel operations and knowledge of politics and the legislative process in Washington, D.C. Ms. Swain’s expertise in building and managing a national brand and in strategic planning, with a special emphasis on the national broadband transition, adds to the breadth of experience and expertise of our Board.

Other Public Company Directorships (past five years):

None

16	Discovery

Table of Contents

Proposal 1: Election of Directors

Directors with Terms Extending Beyond the 2021 Annual Meeting

Class II Directors with Terms Expiring in 2022

Paul A. Gould
Independent Director Born September 27, 1945 Director Since 2008 Class II Common Stock Director Committee Memberships • Compensation Committee • Nominating and Corporate Governance Committee (Chair)		Business Experience Paul A. Gould served as a director of Discovery Holding Company from 2005 to 2008 when it merged with Discovery. Mr. Gould has served at Allen & Company Incorporated, an investment banking services company, since 1972, including as a Managing Director and Executive Vice President for more than the last five years. Mr. Gould has served as a financial advisor to many Fortune 500 corporations and advised on a number of large media company acquisitions Qualifications Mr. Gould brings to our Board a wealth of experience in matters relating to public company finance and mergers and acquisitions, particularly in the media and entertainment industries. Mr. Gould’s knowledge of our Company and our industry, combined with his expertise in finance, makes him an important part of our Board. Other Public Company Directorships (past five years): • Radius Global Infrastructure, Inc. (2020-present) • Liberty Latin America, Ltd. (2017-present) • Liberty Global plc (2005-present) • Ampco-Pittsburgh Corp. (2002-2018)

Kenneth W. Lowe
Independent Director Born April 7, 1950 Director Since 2018 Class II Common Stock Director Committee Memberships • Audit Committee • Compensation Committee		Business Experience Kenneth W. Lowe served as Chairman, President and Chief Executive Officer of Scripps Networks Interactive, Inc. (“Scripps Networks”) from 2008 until 2018, when Scripps Networks merged with Discovery. From 2000-2008, Mr. Lowe served as President and Chief Executive Officer of The E.W. Scripps Company. Mr. Lowe also served as Chief Operating Officer of The E.W. Scripps Company during 2000. Qualifications Through his experience as a media executive and his extensive experience with Scripps Networks, Mr. Lowe has developed a deep understanding of our industry. Mr. Lowe’s expertise in the media industry and experience as a public company executive makes him a valued addition to our Board. Other Public Company Directorships (past five years): • Scripps Networks Interactive, Inc. (2008-2018)

2021 Proxy Statement

Table of Contents

Proposal 1: Election of Directors

Daniel E. Sanchez

Independent Director

Born

February 8, 1963

Director Since

2017

Class II

Common Stock Director

Committee Memberships

• Finance Committee

Business Experience

From January 2007 until his retirement in 2021, Daniel E. Sanchez engaged in the private practice of law, representing individual and business clients in a variety of non-litigation areas. In 2012, Mr. Sanchez earned his master’s degree in tax law (LL.M.), and focused his practice on the area of tax planning.

Qualifications

Mr. Sanchez is an accomplished attorney and a seasoned public company director who brings a unique perspective to our Board. Mr. Sanchez’s legal expertise assists our Board in developing strategies that take into consideration a wide range of issues resulting from the application and evolution of tax laws and regulations. Additionally, through his board service at other public companies in the media industry, Mr. Sanchez provides unique insights into our industry and its challenges, which is valuable in assessing potential strategic and operational challenges that we may face.

Other Public Company Directorships (past five years):

• Liberty Latin America Ltd. (2019–present)

• Lions Gate Entertainment Corporation (2018–present)

• Starz Inc. (2013-2016)

Mr. Sanchez is the nephew of John C. Malone, a Class III Common Stock Director.

Class III Directors with Terms Expiring in 2023

Robert R. Bennett

Independent Director

Born

April 19, 1958

Director Since

2008

Class III

Common Stock Director

Committee Memberships

• Finance Committee (Chair)

• Executive Committee

Business Experience

Robert R. Bennett served as President of Discovery Holding Company from 2005 until 2008 when it merged with Discovery. He is currently Managing Director of Hilltop Investments, LLC, a private investment company. Mr. Bennett was one of the founding executives of Liberty Media Corporation, serving as its Principal Financial Officer from its inception in 1991 until 1997 and as its President and Chief Executive Officer from 1997 to 2005. Prior to his tenure at Liberty Media, Mr. Bennett worked with Tele-Communications, Inc. in a variety of financial positions and with The Bank of New York.

Qualifications

Mr. Bennett brings both industry knowledge and financial acumen to his role as a member of our Board. Mr. Bennett has served on the board of directors of multiple public and private companies over the past decade, which, combined with his considerable involvement with media companies, contributes to the knowledge base and oversight of our Board.

Other Public Company Directorships (past five years):

• HP, Inc. (2013-present)

• Liberty Media Corporation (2006-present)

SEC Form DEF 14A filed by Discovery, Inc.