UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

Discovery Communications, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

April 2, 20145, 2017

Dear Stockholders,

You are cordially invited to attend our annual meeting of stockholders at 10:00 a.m. on Friday,Thursday, May 16, 201418, 2017 at our corporate headquarters at One Discovery Place, Silver Spring, Maryland 20910.

If you hold shares of Series A or Series B common stock or Series A convertible preferred stock, you will be asked to vote on a number of important matters, which are listed in the Notice of Annual Meeting of Stockholders (the “Notice”). The Board of Directors recommends a voteFORthe proposals listed as Items 1, 2, and 3,FOR A FREQUENCY OF EVERY THREE YEARS on proposal 4 andAGAINST proposals 5 and 6 in thethis Notice.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, 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 seeing you at the Annual Meeting.

Sincerely,

John S. HendricksRobert J. Miron

Chairman of the Board

Discovery Communications, Inc.

DISCOVERY COMMUNICATIONS, INC.

a Delaware company

One Discovery Place

Silver Spring, Maryland 20910

(240) 662-2000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Discovery Communications Stockholders:

You are cordially invited to attend, and notice is hereby given of, the 20142017 Annual Meeting of Stockholders of Discovery Communications, Inc. to be held at our offices at One Discovery Place, Silver Spring, Maryland, on Friday,Thursday, May 16, 201418, 2017 at 10:00 a.m., local time, for the following purposes:

1. To elect six directors, three Class III 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 preferred stock directors to be voted on by the holders of our Series A convertible preferred stock, voting separately as a class.

2. To vote upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.2017.

3. To holdapprove, on an advisory vote basis, our named executive officer compensation.

4. To vote, on an advisory basis, on the frequency of future named executive compensation.officer compensation advisory votes.

5. To vote on a stockholder proposal requesting the Board of Directors’ Compensation Committee to prepare a report on the feasibility of integrating sustainability metrics into performance measures of senior executives under Discovery Communications’ incentive plans.

6. To vote on a stockholder proposal requesting the Board of Directors to adopt a policy that the initial list of candidates from which new management-supported director nominees are chosen shall include qualified women and minority candidates.

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

The close of business on March 20, 201423, 2017 was the record date for determining the holders of shares of our Series A and Series B common stock and Series A convertible preferred stock entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. For a period of at least ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be open to the examination of any stockholder during ordinary business hours at our corporate headquarters located at One Discovery Place, Silver Spring, Maryland.

By Order of the Board of Directors,

Stephanie D. Marks

Corporate Secretary

April 2, 20145, 2017

TABLE OF CONTENTS

20142017 PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT

THE 20142017 ANNUAL MEETING OF STOCKHOLDERS

Q:     Who is soliciting my vote?

A:     The Discovery Communications, Inc. Board of Directors is soliciting your vote on proposals being submitted for consideration at our Annual Meeting of Stockholders to be held on May 16, 2014.18, 2017 (the “Annual Meeting”).

Q:   What is the Notice of Internet Availability of Proxy Materials?

A:     In accordance with the SEC’s proxy delivery rules, we intend to commence distribution on or about April 2, 20145, 2017 of a notice (the “Notice of Internet Availability of Proxy Materials”) indicating that this Notice of 20142017 Annual Meeting of Stockholders and Proxy Statement, our Annual Report to Stockholders and our Annual Report on Form 10-K will be made available at www.proxyvote.com. This website will also provide holders of our Series A and Series B common stock and Series A convertible preferred stock (“Series A preferred stock”) with instructions on how to vote their shares. The Notice of Internet Availability of Proxy Materials also indicates how to request printed copies of these materials, including, for holders of Series A and Series B common stock and Series A preferred stock, the proxy card or voting instruction card.

Q:     What matters will be voted on at the Annual Meeting?

A:     The principal business of the meeting will be the following matters:

We will also transact such other business as may properly be presented at the Annual Meeting or at any postponements or adjournments thereof. However, we are not aware of any other matters to be acted upon at the Annual Meeting.

Q:     Who is entitled to vote at the Annual Meeting?

A:     The close of business on March 20, 201423, 2017 was the record date for determining the holders of our Series A and Series B common stock and Series A preferred stock entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. The Notice of Internet Availability of Proxy Materials received by the holders of our Series A and Series B common stock and Series A preferred stock will explain how they may vote their shares. Holders of our non-voting Series C common stock and Series C convertible preferred stock (“Series C preferred stock”) may access and receive this proxy statement and related materials but are not entitled to vote at the Annual Meeting or any adjournment thereof.

Q:     How many shares can vote at the Annual Meeting and how many votes does each share have?

A:     As of March 20, 2014,23, 2017, we had outstanding 147,541,979153,494,362 shares of Series A common stock, with each of those shares being entitled to one vote, 6,544,4086,512,379 shares of Series B common stock, with each of those shares being entitled to 10ten votes, and 79,150,390228,764,059 shares of Series C common stock, which are not entitled to vote. We also had outstanding 71,107,312 shares of Series A preferred stock, with each of those shares being entitled to one vote on matters as to which the Series A preferred stock is entitled to vote, including the election of the preferred stock directors, and 44,374,82126,432,492 shares of Series C preferred stock, which are not entitled to vote.

Q:     How many shares must be present or represented at the Annual Meeting to conduct business at the meeting?

A:     With respect to Proposal 1, the presence, in person or by properly executed proxy, of the holders of a majority of the total voting power of the outstanding shares of (a) the Series A common stock and Series B common stock, voting together as a single class, entitled to a separate vote on the election of three Class III directors at the Annual Meeting will constitute a quorum for purposes of this class vote and (b) the Series A preferred stock entitled to a separate class vote on three preferred stock directors at the Annual Meeting will constitute a quorum for purposes of this class vote. The presence, in person or by properly executed proxy, of the holders of a majority in voting power of the Series A common stock, Series B common stock and Series A preferred stock, with the preferred stock considered on an as-converted to common stock basis, voting together as a single class, will constitute a quorum for the combined class votes on Proposals 2 and 3.through 6.

If a quorum is not present, the meeting will be adjourned until a quorum is obtained. Abstentions and broker non-votes (where a broker or nominee does not exercise discretionary authority to vote on a proposal) will be treated as present for purposes of determining the presence of a quorum.

Q:     What vote is required to elect directors?

A:     With respect to Proposal 1, three directors are to be elected by the holders of our Series A common stock and Series B common stock, voting together as a single class, and three directors are to be elected by the holders of our Series A preferred stock, voting separately as a class. In each separate class vote, theThe Class III directors will be elected if they receive a plurality of the votes cast by the holderscombined voting power of the outstanding shares of Series A common stock and Series B common stock voting together, and the Series A preferred stock, as applicable, present in person or by proxy and entitled to vote.vote on the election of directors, voting together as single class. The Series A preferred stock directors will be elected if they receive a the written consent or the affirmative vote of the holders of a majority of the outstanding shares of the Series A preferred stock.

Q:     What vote is required to ratify the appointment of the independent registered public accounting firm?

A:     The affirmative vote of a majority of the votes cast by the holders of the outstanding Series A common stock, Series B common stock and Series A preferred stock, voting as a single class, present in person or by proxy and entitled to vote, is required to ratify Proposal 2.

Q:     What vote is required with regard to the advisory vote onto approve our named executive officer compensation?

A:     Stockholders are being asked to providevote to approve on a non-binding advisory vote on the approval ofbasis our 20132016 named executive officer compensation. The affirmative vote of a majority of the votes cast by the holders of the outstanding Series A common stock, Series B common stock and Series A preferred stock, voting as a single class, present in person or by proxy and entitled to vote is required to approve Proposal 3.

Q:     What vote is required with regard to the advisory vote on the frequency of the future named executive officer compensation advisory vote?

A:     For Proposal 4, stockholders are being asked to vote on a non-binding advisory vote basis with regard to the frequency with which the advisory vote to approve named executive officer compensation is held, by selecting from the following three options: (i) a vote held each year, (ii) a vote held once every two years, and (iii) a vote held once every three years. Stockholders may also abstain from voting. The frequency option receiving the greatest number of votes from the holders of the outstanding Series A common stock, Series B common stock and Series A preferred stock, voting as a single class, present in person or by proxy and entitled to vote, will be considered for the frequency recommendation of the stockholders. In the event of a tie, the vote will be decided in favor of the longer time interval.

Q:     What vote is required to approve the stockholder proposals?

A:     If properly presented at the Annual Meeting, the affirmative vote of a majority of the outstanding Series A common stock, Series B common stock and Series A preferred stock, voting as a single class, present in person or by proxy and entitled to vote, is required to approve Proposals 5 and 6.

Q:     How can I vote my shares at the Annual Meeting?

A:     If you are a holder of Series A or Series B common stock or Series A preferred stock as of the record date, telephone and Internet voting is available 24 hours a day through 11:59 p.m. (Eastern Time) on May 15, 2014.17, 2017. If you are located in the United States or Canada and are a stockholder of record as of the record date, you can vote your shares by calling toll-free 1-800-690-6903. Whether you are a stockholder of record or a beneficial owner, you can also vote your shares byon the Internet at www.proxyvote.com.

Both the telephone and Internet voting systems have easy to followeasy-to-follow instructions on how you may vote your shares and allow you to confirm that the system has properly recorded your vote. If you are voting your shares by telephone or Internet, you should have on hand when you call or access the website, as applicable, the Notice of Internet Availability of Proxy Materials, the proxy card or voting instruction card (for those holders who have received, by request, a hard copy of the proxy card or voting instruction card). If you vote by telephone or Internet, you do not need to return your proxy card to us.

If you have received, by request, a hard copy of the proxy card or voting instruction card and wish to submit your proxy by mail, you must complete, sign and date the proxy card or voting instruction card and return it in the envelope provided so that it is received prior to the Annual Meeting.

Properly completed proxies will be voted as you direct. Properly executed proxies that do not contain voting instructions will be voted “FOR” Proposals 1, 2 and 3.3, “For a Frequency of Every Three Years” on Proposal 4 and “AGAINST” Proposals 5 and 6.

While we encourage holders of Series A and Series B common stock and Series A preferred stock to vote by proxy, you also have the option of voting your shares of Series A and Series B common stock and Series A preferred stock in person at the Annual Meeting. If your shares of Series A or Series B common stock or Series A preferred stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to such shares of stock and you have the right to attend the Annual Meeting and vote in person, subject to compliance with the procedures described below. If your shares of Series A or Series B common stock or Series A preferred stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of such shares. As such, in order to vote in person, you must obtain and present at the time of admission a properly executed proxy from the stockholder of record (i.e., your broker, bank or other nominee) giving you the right to vote the shares of Series A or Series B common stock or Series A preferred stock.

Q:     If my Discovery shares are held in “street name” by a broker, bank or other nominee, will the broker, bank or other nominee vote my shares on each of the annual business proposals?

A:     If you hold your shares in street name and do not give instructions to your broker, bank or other nominee, the broker, bank or other nominee will be able to vote your shares with respect to “discretionary items” but will not be able to vote your shares with respect to “non-discretionary items” and your shares will be treated as

“broker “broker non-votes.” “Broker non-votes” are shares that are held in street name by a bank, broker or other nominee that indicates on its proxy that it does not have discretionary authority to vote on a particular matter. The auditor ratification proposal is a “discretionary item” anditem,” whereas the election of directors proposal, and the advisory vote on named executive officer compensation, proposalthe advisory votes on the frequency of future named executive officer compensation advisory vote proposals and the stockholder proposals are “non-discretionary items.” Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares may, in the discretion of the broker, bank or other nominee, be voted only on the ratification proposal.If you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will NOT be voted on the election of directors, proposal orthe

advisory vote on named executive officer compensation, the advisory vote on the frequency of the future named executive officer compensation proposal.advisory votes or the stockholder proposals.

Q:     May I change or revoke my vote after returning a proxy card or voting by telephone or over the Internet?

A:     Yes.Before your proxy is voted at the Annual Meeting, you may change or revoke your vote on the proposals by telephone or over the Internet (if you originally voted by telephone or over the Internet), by voting in person at the Annual Meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to: Discovery Communications, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Any signed proxy revocation or new signed proxy must be received before the start of the Annual Meeting. Your attendance at the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held in an account by a broker, bank or other nominee whom you previously contacted with voting instructions, you should contact your broker, bank or other nominee to change your vote.

Q:     How do I obtain admission to the Annual Meeting?

A:     Stockholders of record onas of the record date will be admitted to the Annual Meeting with photo identification and proof of stock ownership, such as the Notice of Internet Availability of Proxy Materials. If you hold Discovery stock in street name, you must bring a copy of an account statement reflecting your stock ownership as of the record date. If you plan to attend as the proxy of a stockholder, you must present valid proof of proxy. Cameras, recording devices and other electronic devices are not permitted at the Annual Meeting.

Q:     Who will bear the cost of soliciting votes for the Annual Meeting?

A:     We will pay the cost of solicitation of proxies, including the preparation, website posting, printing and delivery of the Notice of Internet Availability of Proxy Materials, proxy statement and related materials. We will furnish copies of these materials to banks, brokers, fiduciaries, custodians and other nominees that hold shares on behalf of beneficial owners so that they may forward the materials to beneficial owners.

CORPORATE GOVERNANCE

The corporate governance practices of Discovery Communications, Inc. (“us,” “we,” the “Company” or “Discovery”) are established and monitored by our Board of Directors.Directors (the “Board”). The Board regularly assesses Discovery’s governance policies in light of legal requirements and governance best practices.

Corporate Governance Guidelines

Discovery’s corporate governance practices are embodied in a formal document that has been approved by our Board of Directors. These corporate governance guidelines (the “Guidelines”) are posted on our website atwww.discoverycommunications.com. These guidelines,Guidelines, which provide a framework for the conduct of the Board’s business, provide that:

The Board periodically reviews the Guidelines and most recently updated them in March 2012. Printed copies of our Guidelines are available to any stockholder upon request to the Corporate Secretary, at the address specified below under “—Stockholder Communication with Directors.”

Director Independence

It is our policy that a majority of the members of our Board of Directors be independent. For a director to be deemed independent, a director must be independent as determined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules and, in the Board of Directors’Board’s judgment, the director must not have a relationship with Discovery that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Nasdaq Marketplace Rules require that, subject to specified exceptions, (i) each member of a listed company’s audit, compensation and nominating and governance committees be independent, (ii) audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) compensation committee members also satisfy independence criteria set forth in Rule 5605(d)(2)(A) of the Nasdaq Marketplace Rules. The Board considered the relationships and affiliations, as set forth in their biographies below, to determine the directors’ independence. In addition, the Board further considered the directors’ relationships and positions with our large distributors, including Charter Communications, Inc. (“Charter”). The Board has determined that these relationships do not interfere with the directors’ independence. Discovery’s Board of Directors has determined that S. Decker Anstrom, Robert R. Beck, Robert R. Bennett, Paul A. Gould, John C. Malone, Robert J. Miron, Steven A. Miron, M. LaVoy Robison, Susan M. Swain and J. David Wargo are independent directors.

In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board, of Directors, or any other board committee: (1) accept any consulting, advisory, or other compensatory fee from the listed company, other than for board service; or (2) be an affiliated person of the listed company. Discovery’s Board of Directors has determined that S. Decker Anstrom, M. LaVoy Robison and J. David Wargo are independent for purposes of Rule 10A-3.

In order to be considered to be independent for purposes of Rule 5605(d)(2)(A), a member of a compensation committee of a listed company may not, other than in his or her capacity as a member of the compensation committee, the Board of Directors or any other board committee: (1) accept any consulting, advisory, or other compensatory fee from the listed company, other than for board service; or (2) be an affiliated person of the listed company. Discovery’s Board of Directors has determined that Robert R. Beck, Paul A. Gould and Robert J. Miron are independent for purposes of Rule 5605(d)(2)(A).

Board Leadership Structure

Discovery historically has separated the roles of Chief Executive Officer and Chairman of the Board.Board in recognition of the differences between the two roles. The CEO is responsible for setting Discovery’s strategic direction, providing leadership and driving the performance of the Company, while the Chairman of the Board provides guidance to the CEO, sets the agenda for Board meetings and presides over meetings of the full Board. As executed throughIn light of the creative visionindustry experience and innovative spiritmanagement expertise of John Hendricks,Robert J. Miron, our Chairman, and the dynamic leadership of David Zaslav, our CEO, the Board has feltfeels that this structure iscontinues to be appropriate for Discovery. With the announced resignation of John Hendricks, our Chairman, from the Board, the Board of Directors will be assessing Discovery’s corporate governance structure, including the role of the Chairman of the Board.

Code of Ethics

We have a Code of Ethics (the “Code”) that is applicable to all of our directors, officers and employees. The Board approved the original Code in September 2008 and adopted a revised Code on April 25, 2012. The Code is available, and any amendments or waivers that would be required to be disclosed are posted, on our website atwww.discoverycommunications.com. Printed copies of the Code are also available without charge upon request to the Corporate Secretary at the address specified below, under “—Stockholder Communication with Directors.”

Committees of the Board of Directors

Audit Committee

The Board of Directors has established an Audit Committee, whose members are Messrs. Robison (Chair), Anstrom and Wargo. The Board of Directors has determined that M. LaVoy Robison is an “Audit Committee Financial Expert” as defined under SEC rules. ThePursuant to the Audit Committee Charter, the Audit Committee reviews and monitors the corporate accounting and financial reporting and the internal and external audits of Discovery. The committee’s functions include, among other things:

Factors considered by the Audit Committee in determining whether to retain the firm include:

The Board of Directors has adopted a written charter for the Audit Committee, which is available on our website atwww.discoverycommunications.com.

Compensation Committee

The Board of Directors has established a Compensation Committee, whose members are Messrs. R. Miron (Chair), Beck and Gould. The committee’s functions include, among other things:

The Compensation Committee reviews all forms of compensation provided to our executive officers and has approved the same, with the exception of some equity awards and awards under the Discovery Communications, Inc. 2005 Incentive Plan (the “2005 Stock Plan”), which prior to 2012, were approved by the Equity Compensation Subcommittee (the “Subcommittee”), as discussed below.

From 2008 to 2012, R. Miron did not qualify as a “non-employee director,” under the SEC’s rules, which provide certain exemptions from Section 16 of the Exchange Act for equity awards approved by a committee composed entirelyCompensation Committee, consisting of non-employee directors because Mr. Miron’s son-in-law was one of our employees. As a result of Mr. Miron’s son-in-law’s departure from Discovery in April 2010, Mr. Miron qualified as a “non-employee director” under the SEC rules, beginning in May 2012. Accordingly, on June 26, 2012, the Board approved the elimination of the SubcommitteeMessrs. Beck and from thenceforth, all activities carried out by the Subcommittee have been performed by the Compensation Committee.Gould.

The Board of Directors has adopted a written charter for the Compensation Committee, which is available on Discovery’s website atwww.discoverycommunications.com.

The processes and procedures followed by our Compensation Committee in considering and determining executive compensation, including the use of consultants and other outside advisors, are described below in “Compensation Discussion and Analysis.”

Compensation Committee Interlocks and Insider Participation

No member of Discovery’s Compensation Committee is a current or former officer or, during 20132016 was an employee, of Discovery or any of its subsidiaries. None of Discovery’s executive officers hasserves or, during 2016, served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served as one of our directors or a member of the Compensation Committee.

Nominating and Corporate Governance Committee

The Discovery Board of Directors has established a Nominating and Corporate Governance Committee, whose members are Messrs. Wargo (Chair), Gould, S. Miron, and Robison.Robison and Ms. Swain. In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by stockholders, the Nominating and Corporate Governance Committee will applyapplies the criteria set forth in our Guidelines. These criteria include the candidate’s integrity, business acumen, experience, commitment, diligence, conflicts of interest, diversity of background and the ability to act in the interests of all stockholders. Our Guidelines specify that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities that will assist the Board in

fulfilling its responsibilities. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating and Corporate Governance Committee believe that it is essential that the Board members represent diverse viewpoints.

The Nominating and Corporate Governance Committee’s primary functions are:

Discovery’sThe Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on Discovery’s website atwww.discoverycommunications.com.

Finance Committee

The Board has established a Finance Committee, whose members are Messrs. Bennett (Chair), Gould, S. Miron and Wargo. The committee’s authority and responsibilities include, among other things:

Executive Committee

The Board has established an Executive Committee, whose members are Messrs. R. Miron (Chair), Bennett, Malone and Zaslav. The primary function of the Executive Committee is to exercise powers of the Board on matters of an urgent nature that arise between regularly scheduled Board meetings, subject to certain limitations. For example, the Executive Committee may not exercise the Board’s powers to approve matters that must be submitted to the stockholders for their approval, appoint directors or officers, amend our Certificate of Incorporation or Bylaws or

approve offerings of our capital stock. The members of the Executive Committee are Messrs. Hendricks (Chair), Bennett, Malone, R. Miron and Zaslav. Mr. Hendricks’ service on the Executive Committee will cease upon his resignation from the Board effective with the close of business on May 16, 2014, the date of our Annual Meeting of Stockholders.

Other Committees

The Board, by resolution, may from time to time establish certain other committees of the Board, consisting of one or more of the directors of Discovery. Any committee so established will have the powers delegated to it by resolution of the Board, subject to applicable law.

Board Role in Risk Oversight

The Board has an active role, as a whole and at the committee level, in overseeing management of Discovery’s risks. The Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. The Company’s Compensation Committee is responsible for overseeing the management of risks relating to our incentive compensation plans and arrangements. The Audit Committee oversees management of financial reporting risks. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board of Directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports and management presentations to the full Board about such risks.

Board Meetings

During 2013,2016, there were 1316 meetings of Discovery’sthe Board of Directors 23as a whole, 19 meetings of Discovery’sthe Compensation Committee, sixfour meetings of Discovery’sthe Audit Committee, five meetings of Discovery’sthe Nominating and Corporate Governance Committee, eight meetings of the Finance Committee and one meetingno meetings of Discovery’sthe Executive Committee.

Director Attendance at Board and Annual Meetings

In 2013,2016, each director of Discovery attended at least 75% of the aggregate of the number of Board meetings and the number of meetings held by all committees on which he or she served. Discovery’sThe Board of Directors encourages all members of the Board to attend each annual meeting of the Company’s stockholders. TenAll directors attended Discovery’sthe last annual meeting in May 2013,2016 in person or by teleconference.person.

Director Nomination Process

Under its charter, the Nominating and Corporate Governance Committee is responsible for recommending to the Board the slate of nominees to be proposed for election by the Series A and Series B common stockholders at our annual meeting and for reviewing proposals for nominations from stockholders that are submitted in accordance with the procedures summarized below.

The Nominating and Corporate Governance Committee has the authority to employ a variety of methods for identifying and evaluating potential Board nominees. Candidates for vacancies on the Board may come to the attention of the committee through several different means, including recommendations from Board members, senior management, professional search firms, stockholder nominations and other sources.

The Nominating and Corporate Governance Committee considers all nominations submitted by stockholders that meet the eligibility requirements outlined in our Bylaws. As required by our Bylaws, stockholder

nominations of candidates for election as directors must be submitted in writing to the Corporate Secretary, Discovery Communications, Inc., One Discovery Place, Silver Spring, Maryland 20910, no later than the close of

business on the 60th day nor earlier than the 90th day prior to the anniversary of the preceding year’s annual meeting. The deadline for stockholder nominations of candidates for election as directors was March 14, 2014.20, 2017. We havedid not receivedreceive any stockholder nominations of candidates for election as directors for the Annual Meeting. For information on what must be included in the written notice to nominate a candidate for election at the next annual meeting of stockholders, see “Stockholder Proposals” below.

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of director nominees, the Nominating and Corporate Governance Committee applies the criteria set forth in our Guidelines. Under these criteria, a candidate:

The Guidelines also provide that directors shall be selected on the basis of talent and experience and that diversity of background, including diversity of gender, race, ethnic or geographic origin, age, and experience in business, government and education and in media, entertainment and other areas relevant to the Company’s activities are factors in the selection process.

The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. In selecting candidates for election to the Board, the Board also considers a director’s independence. These independence standards incorporate the independence standards set forth in the Corporate Governance Rules of Nasdaq.the Nasdaq Stock Market. Stockholder nominees for election to the Board will be evaluated by the Nominating and Corporate Governance Committee based on the criteria specified above and using the same process as a nominee recommended by the Board or management.

Stockholder Communication with Directors

Discovery’s stockholders may send communications to Discovery’sthe Board of Directors or to individual directors by mail addressed to the Board of Directors or to an individual director c/o Discovery Communications, Inc., One Discovery Place, Silver Spring, Maryland 20910. All communicationsCommunications from stockholders will be forwarded to Discovery’s directors on a timely basis.

BOARD COMPENSATION

The Compensation Committee reviews compensation for our non-employee directors.directors and recommends any changes to such compensation to the Board for approval. The components of our non-employee director compensation are cash fees and equity awards. The Board believes that appropriate compensation levels help attract and retain superior candidates for Board service and that director compensation should be weighted toward equity-based compensation to enhance alignment with the interests of our stockholders.

We do not have any pension or retirement plans for our non-employee directors. Employee directors do not receive any compensation for their Board service.

The following table showstables show the cash and equity compensation levels that were in effect in 2013.2016.

20132016 Discovery Non-Employee Director Compensation Levels

On December 7, 2016, the Board approved the following changes to our non-employee director compensation arrangement: an increase to the annual cash retainer; an increase to the annual equity compensation; and implementing a cap of $750,000 on individual director annual equity award value. The table below shows these approved compensation arrangements effective as of December 7, 2016.

to match contributions to educational, arts and cultural institutions that have been approved by the Internal Revenue Service as tax-exempt institutions to which contributions are deductible for federal income tax purposes. Certain types of contributions and institutions would not be eligible for matching, such as tuition payments, contributions made to family foundations or other charitable foundations or organizations that are affiliated with a non-employee director, or membership or alumni association dues. In order to be matched, the contribution must be tax-deductible by Discovery Communications, Inc. Matching contributions under this program are included in the following 20132016 Non-Employee Director Summary Compensation Table under the “All Other Compensation” column.

The following table summarizes the 20132016 compensation provided to all persons who served as non-employee directors during 2013.2016.

20132016 Non-Employee Director Summary Compensation Table

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees for Election

Our Board of Directors consists of eight common stock directors, divided among three classes, and three preferred stock directors. Our Class I directors, who were reelected at the 2012 annual meeting for a term that will expire in 2015, are Robert R. Beck and J. David Wargo. Our Class II directors, who were reelected at the 2013 annual meeting for a term that will expire in 2016, are Paul A. Gould, John S. Hendricks and M. LaVoy Robison. Our Class III directors, who are being nominated for reelection at this annual meeting for a term that will expire in 2017,2020, are Robert R. Bennett, John C. Malone and David M. Zaslav. Our Class I directors, who were reelected at the 2015 annual meeting for a term that will expire in 2018, are Robert R. Beck and J. David Wargo. Susan Swain was appointed a Class I director in December 2016, with a term that will expire in 2018. Our Class II directors, who were reelected at the 2016 annual meeting for a term that will expire in 2019, are Paul A. Gould and M. LaVoy Robison. At each annual meeting, the successors of that class of directors whose terms expire at that meeting shall beare 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 their respective death, resignation or removal and until their respective successors are elected and qualified.

Our Bylaws provide that the number of directors will be reduced by one upon the resignation, removal or disqualification of John Hendricks from our Board of Directors, thus, upon the effectiveness of Mr. Hendricks’ resignation from our Board at the close of business on May 16, 2014, the date of our Annual Meeting of Stockholders, our Board will consist of 10 directors, seven common stock directors and three preferred stock directors.

Our Board of Directors also includes three preferred stock directors, S. Decker Anstrom, Robert J. Miron and Steven A. Miron, whose terms will expire at the Annual Meeting. Holders of our Series A preferred stock will vote on the election of each of the preferred stock directors, but willdo not vote on the election of any common stock director. At each annual meeting of stockholders, the successors of the preferred stock directors will beare elected to hold office for a term expiring at the following annual meeting of stockholders. The preferred stock directors will hold office until their respective death, resignation or removal and until their respective successors are elected and qualified.

Six director nominees will be voted on at the meeting. The three Class III 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 preferred stock voting separately as a class.

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 of Directors 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 of Directors may recommend.

The following tables present information, including age, term of office and business experience, for each person nominated for election as a Discovery director and for those directors whose terms of office will continue after the Annual Meeting. Each member of our Board of Directors and each director nominee possesses skills and experience which make them 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.

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

Director Nominees for Election by Holders of Shares of Series A Common Stock and Series B Common Stock as Class III Directors with Terms Expiring in 20172020

John C. Malone Born March 7, 1941		A common stock director of Discovery since September 2008. Mr. Malone served as Chief Executive Officer and Chairman of the Board of DHC from March 2005 to September 2008 and a director of DHC from May 2005 to September 2008. Over the last 40 years, Mr. Malone has playedserved as the Chairman of the Board and a central role indirector of Liberty Interactive Corp. (“Liberty Interactive”) (including its predecessors) since 1994, as Chairman of the cable television industry.Board of Liberty Media (including its predecessor) since August 2011 and as a director since December 2010, and as Chairman of the Board of Liberty Broadband Corp. (“Liberty Broadband”) since November 2014. Mr. Malone has served as the Chairman of the Board of Liberty Global plc (“Liberty Global”) since June 2013, having previously served as Chairman of the Board of Liberty Global’s predecessor, Liberty Global, Inc. from June 2005 to June 2013. Since November 2016, Mr. Malone has served as Chairman of the Board and a director of Liberty Media since 1990. Malone is Chairman of the Boards of Liberty Global plc (“Liberty Global”), Liberty Media, and Liberty Interactive, Corporation (“Liberty Interactive”), andExpedia Holdings, Inc. He has also served as a director of Expedia, Inc., and Charter Communications, Inc. since December 2012, having previously served as director from August 2005 to November 2012. Mr. Malone resignedis a director of Charter and Lions Gate Entertainment Corp. (“Lionsgate”). Mr. Malone previously served as: (i) a director of Ascent Capital Group, Inc. from the boardsJanuary 2010 to September 2012, (ii) a director of DIRECTV and IAC/InterActiveCorp in June 2010 and Live Nation Entertainment, Inc. infrom January 2010 to February 2011, and Ascent Capital Group, Inc. in September 2012. Mr. Malone was(iii) a member of the boarddirector of Sirius XM Radio Inc. until he declinedfrom April 2009 to stand for reelection in May 2013.2013, and (iv) Chairman of the Board of Liberty TripAdvisor Holdings, Inc. from August 2014 to June 2015.   Mr. Malone has played a pivotal role in the cable television industry since its inception and is considered one of the preeminent figures in the media and telecommunications industry. Mr. Malone is well known for his sophisticated problem solving and risk assessment skills. His breadth of industry knowledge and unique perspective on our business make him an invaluable member of our Board.

David M. Zaslav Born January 15, 1960		President, Chief Executive Officer and a common stock director. Mr. Zaslav has served as our President and Chief Executive Officer since January 2007 and as a common stock director of Discovery since September 2008. Mr. Zaslav has served as President, Cable & Domestic Television and ChiefNew Media Distribution of NBC Universal, Inc. (“NBC”), a media and entertainment company, from May 2006 to December 2006. Mr. Zaslav served as Executive OfficerVice President of Discovery since January 2007.NBC, and President of NBC Cable, a division of NBC, from October 1999 to May 2006. Mr. Zaslav is a member of the board of Univision Communications and Sirius XM Radio Inc. Mr. Zaslav was a member of the board of TiVo Inc. until he declined to stand for reelection in 2010., Grupo Televisa S.A.B and Lionsgate.   As CEO, Mr. Zaslav sets our goals and strategies. His ability as director to add his views to the Board’s deliberations is of significant benefit to the Board.

Director Nominees for Election by Holders of Series A Preferred Stock

Common Stock Directors:

Class I Directors with Terms Expiring in 20152018

		C-SPAN since December 2006. Ms. Swain also serves as an officer of National Cable Satellite Corporation, as a Director of the C-SPAN Education Foundation and as a member of the Executive Committee of the National Press Foundation. Ms. Swain served as a director of The Talbots, Inc. (“The Talbots”) from 2001 until The Talbots ceased to be a public company in 2012. Ms. Swain was Chairperson of The Talbots’ Corporate Governance and Nominating Committee and was a member of its Audit Committee. She was appointed as its Lead Independent Director in May 2010. Ms. Swain brings her Board and committee work experience in the areas of national media, leadership of large organizations, and multichannel operations. 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.
J. David Wargo Born October 1, 1953		A common stock director of Discovery since September 2008. Mr. Wargo served as a director of DHC from May 2005 to September 2008.2008 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 January 1993. Mr. Wargo is a director of Liberty Global, Liberty TripAdvisor, Liberty Broadband, Strayer Education, Inc. and Vobile, Inc. Mr. Wargo also serves on the Audit Committees of Liberty Global.Global, Liberty TripAdvisor and Liberty Broadband.   Having an extensive career in public company finance, 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 over 35 years as a securities analyst.

Class II Directors with Terms Expiring in 20162019

		As our Chairman and the founder of our Company, Mr. Hendricks has guided Discovery since our formation and brings a unique perspective to discussions of our business.
M. LaVoy Robison Born September 6, 1935		A common stock director of Discovery since September 2008. Mr. Robison served as a director of DHC from May 2005 to September 2008.2008, when it merged with Discovery. Mr. Robison has been on the board of The Anschutz Foundation, a private foundation, since January 1998, and was their executive director from 1998 to November 2010. Mr. Robison is nowcurrently a director and also serves on the Audit Committee of Liberty Interactive.   Mr. Robison has extensive knowledge of corporate accounting and audit procedure gained through over 35 years of service with the firm of Peat Marwick Mitchell (now KPMG), including over 25 years as a partner and several years as one of the firm’s SEC reviewing partners. Mr. Robison’s wealth of experience in corporate finance and financial accounting is an important resource for our Board.

Except for Steven A. Miron being the son of Robert J. Miron, there is no family relationship among any of Discovery’s executive officers or directors, by blood, marriage or adoption.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

As provided in its charter, the Audit Committee appoints our independent registered public accounting firm, reviews the scope of the annual audit and pre-approves all audit and non-audit services permitted under applicable law to be performed by the independent registered public accounting firm. The Audit Committee has evaluated the performance of PwC and has appointed them as our independent registered public accounting firm for fiscal 2014.2017. You are requested to ratify the Audit Committee’s appointment of PwC. Representatives of PwC willare expected to be present at the Annual Meeting and will be given the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions from stockholders present at the meeting. Unless stockholders specify otherwise in their proxy, proxies solicited by the Board will be voted by the proxy holders at the Annual Meeting to ratify the appointment of PwC as our independent registered public accounting firm for fiscal 2014.2017. A majority of the votes cast at the Annual Meeting on this proposal is required for ratification.

Even if the selection of PwC is ratified, the Audit Committee of Discovery’s Board in its discretion may direct the appointment of a different independent accounting firm at any time during the year if Discovery’s Audit Committee determines that a change would be in the best interests of Discovery and its stockholders. In the event Discovery stockholders fail to ratify the appointment of PwC, the Audit Committee will take this into consideration regarding the selection of another independent registered public accounting firm for the year ending December 31, 2014.firm.

The Discovery Board of Directors recommends a vote “FOR” the ratification of the appointment of PwC as Discovery’s independent registered public accounting firm for the year ending December 31, 2014.2017.

Description of Fees

Discovery’s Audit Committee has considered whether the provision of services by PwC to Discovery other than auditing is compatible with PwC maintaining its independence and believes that the provision of such other services is compatible with PwC maintaining its independence.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Discovery’s Audit Committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by Discovery’s independent registered public accounting firm. Pursuant to this policy, Discovery’s Audit Committee has approved the engagement of Discovery’s independent registered public accounting firm to provide the following services (all of which are collectively referred to as “pre-approved services”):

Notwithstanding the foregoing general pre-approval, any individual project involving the provision of pre-approved services that is expected to result in fees in excess of $50,000 requires the specific pre-approval of Discovery’s Audit Committee. In addition, any engagement of Discovery’s independent registered public accounting firm for services other than the pre-approved services requires the specific approval of Discovery’s Audit Committee. Discovery’s Audit Committee has delegated the authority for the foregoing approvals to the chairman of the Audit Committee, subject to his subsequent disclosure to the entire Audit Committee of the granting of any such approval. All audit and non-audit services provided by PwC in 20132016 were approved by the Audit Committee.

Discovery’s pre-approval policy prohibits the engagement of Discovery’s independent registered public accounting firm to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.

REPORT OF THE AUDIT COMMITTEE

Each member of the Audit Committee is an independent director as determined by the Board of Directors of Discovery Communications, Inc., based on the rules of the Nasdaq Stock Market and the criteria of director independence adopted by the Board. Each member of the Audit Committee also satisfies the SEC’s independence requirements for members of audit committees.

The Audit Committee reviews Discovery’s financial reporting process on behalf of the Board of Directors. A description of the responsibilities of the Audit Committee is set forth above under the caption “Corporate Governance-AuditGovernance—Audit Committee.” PwC, Discovery’s registered public accounting firm for 2013,2016, is responsible for expressing opinions on the conformity of Discovery’s audited consolidated financial statements with U.S. generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management and PwC Discovery’s most recent audited consolidated financial statements. The Audit Committee has also discussed with PwC various communications that the Company’s registered public accounting firm is required to provide to the Audit Committee, including matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.Auditing Standard No. 16 (Communications with Audit Committees).

The Audit Committee has received the written disclosures and the letter from PwC required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence), and has discussed with PwC their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors of Discovery that the audited financial statements be included in Discovery’s Annual Report on Form 10-K for the year ended December 31, 2013,2016, filed on February 20, 201414, 2017 with the SEC.

This report is respectfully submitted by the members of the Audit Committee of the Board.

M. LaVoy Robison, Chairman

S. Decker Anstrom

J. David Wargo

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussion, has recommended that the Compensation Discussion and Analysis be included in this proxy statement.

This report is respectfully submitted by the members of the Compensation Committee of the Board.

Robert J. Miron, Chairman

Robert R. Beck

Paul A. Gould

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

This section analyzes and discusses our compensation programs and provides information about the compensation paid by Discovery to our Named Executive Officers, or “NEOs”:

On March 20, 2014, Discovery announcedFebruary 22, 2016, Mr. Warren notified us that Mr. Hendricks would behe was resigning as an officerfrom employment and director of Discovery effectiveagreed to remain with the closeCompany until the end of business2016. We entered into a transition agreement with Mr. Warren, which was subsequently amended to extend Mr. Warren’s transition to March 31, 2017, as described in “Executive Compensation—Executive Compensation Arrangements,” below. Gunnar Wiedenfels joined the Company to become our Chief Financial Officer on May 16, 2014, the date of our Annual Meeting of Stockholders.April 1, 2017.

Highlights

Discovery haddelivered strong performanceoperating and financial results in 2013.2016.

Discovery is a leading global media and entertainment company, with operations that support our mission to empower people to explore their world and satisfy their curiosity. We had a strong year in 2013,2016, reporting increases in revenue, adjusted operating income before depreciation and amortization (“OIBDA”), and free cash flow:Net Income:

As illustrated above, our reported results were adversely impacted by the effects of fluctuations in foreign currency exchange rates.

We repurchased 18.1 million shares of stock for an aggregate purchase price of $1.3 billion, showed ratings growthimplemented our strategy to invest in premier global intellectual property and brands to engage consumers with our U.S. networks, achieved substantial growth internationally, both organicallycontent across all screens and through new channel launches,platforms, while maintaining disciplined operational results and made a number of strategic acquisitions.

Our strong financial results in 2013 also reflected our expanding market share around the globe, successful investment in our diverse content portfolio, and the implementation of several strategic investments, including our SBS Nordic acquisition in Europe.

In the U.S., this was our fifth consecutive year of audience growth, with viewership across our portfolio up 4% in 2013. This highlights the success we have had in further strengthening existing brands like Discovery Channel, Animal Planet and Investigation Discovery, each of which had their most watched years ever in their key demographic groups, and the success we have had in growing emerging brands.

The larger audiences we generated in 2013 translated into significant advertising gains, with 8% advertising growth in the U.S.revenue growth.

We continue to pay for performance through our executive compensation program design.

We believe that our executive compensation program plays a key role in our operating and financial success. We place great importance on our ability to attract, retain, motivate and reward talented executives who can continue to grow our business and engage audiences around the world. OurEach of our NEOs received significant short- and

long-term awards as a result ofin 2016, based on the Company’s 2013 financial and operational performance and their individual achievements during the year.prior year, and, in the case of Mr. Zaslav, the terms of his employment agreement.

Each of our NEOs also received an annual cash bonus based on Company and individual performance in 2016. These awards reflect the direct link between financial and operational success and compensation under our executive compensation program.programs. Our short- and long-term incentive compensation programs are structured to:

In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executive’s proven performance, and a determination of what is competitive compensation in the market for similar roles, if such data is available. We continue to refine our compensation programs to strengthen the link between executive and stockholder interests.

We value long-term contracts with our senior executives and use our executive compensation programs to support extended contract terms.

We believe that entering into fixed term employment contracts with our senior executives provides management stability and helps ensure that we can access their services to drive our strategic objectives. When permitted by local law, these agreements also include customary restrictive covenants that protect our business from unfair competition after an executive separates from employment. Each of our NEOs is subject to a fixed term employment contract. In 2016, we entered into a new agreement with Mr. Perrette that includes a four-year term and transitioned him to local payroll and benefits in the United Kingdom. Messrs. Zaslav, Campbell, and Guagliardo are subject to multi-year employment agreements entered into prior to 2016, and, as noted above, we amended Mr. Warren’s agreement in 2016 to reflect the terms of his transition. Each of these agreements include a number of provisions related to components of compensation during the term, as further detailed in “Executive Compensation—Executive Compensation Arrangements,” below.

We entered into a new employment agreement for Mr. Zaslav in 2014 to secure his services through the end of 2019. The compensation provisions of the agreement are structured around performance-based long-term equity, tie the vast majority of his compensation to increases in stockholder value, require him to hold the majority of the equity distributed to him beyond the term of his contract (absent an intervening change in control or termination of employment), and, through ownership of a significant number of shares, further align his interests with those of our stockholders.

Role of the Compensation Committee

Our Compensation Committee (referred to in this Compensation Discussion and Analysis as the “Committee”) operates pursuant to a written charter, a copy of which is posted on the Investor Relations section of our website,www.discoverycommunications.com. The Committee is responsible for developing, implementing and regularly reviewing adherence to our compensation philosophy. In the course of fulfilling these responsibilities, the Committee:

The Committee regularly consults with the Board regarding compensation decisions for the CEO, and the Chairman, and with the Board and CEO regarding compensation decisions for the other NEOs.

Role of the CEO in Compensation Decisions

The CEO plays a significant role in the compensation decisions for the NEOs other than himself and the Chairman.himself. The CEO makes annual recommendations to the Committee regarding base salary, annual cash bonus, and long-term incentive awards for each of his direct reports, including the other NEOs. The CEO also recommends to the Committee proposed terms of new employment agreements and amendments to existing agreements for the other NEOs, working closely with Adria Alpert Romm, our Chief Human Resources and Global Diversity Officer, to develop these recommendations. The CEO’s recommendations are based on:

The CEO also recommends to the Committee proposed terms for new, extended, or amended employment agreements with our NEOs. The CEO works closely with our Chief Human Resources Officer to develop these compensation recommendations.

The CEO also provides the Committee with proposed goals for his annual bonushimself. The Committee reviews and modifies these goals to ensure that they align with the approved strategies and priorities set by the Board, and then discusses the revised goals with the CEO, including the weightings to reinforce which goals have the greatest priorities for the year. The degree to which the CEO achieves the goals are used, in part, to determine the annual bonus of the CFO, and the Committee considers the CEO’s proposal in approving final annual goals for the CEO and the CFO. The Committee consults with the Board in setting the annual goals for the CEO. The CEO provides his own assessment of his performance and achievement of goals, but does not otherwise participate in the Committee’s deliberations or decisions relating toregarding his performance against annual goals and resulting compensation.

Relationship with and Role of the Compensation Consultant

The Committee has retained an independent compensation consultant, The Croner Company (“Croner”), to advise it on compensation matters generally and specifically on compensation decisions for our executive officers. Croner is retained directly by, and reports to, the Committee. Croner attended 2118 of the 2319 Committee meetings held in 2013.2016. Croner assisted the Committee by, among other services:

Prior to being engaged by the Committee, Croner historically had provided compensation survey data to the Company and performed custom surveys on industry compensation practices. In 2011, the Committee adopted a Compensation Consultant Independence Policy to address the ongoing need for this survey work and to determine the process under which work by Croner for the Company would be permitted. The Committee authorized Croner to provide survey services to management of up to $60,000 per year. Non-survey work, or survey work that exceeds $60,000 in the aggregate in a single year, requires pre-approval by the Committee. In 2013,2016, the only services provided by Croner to management were the pre-authorized survey services. Total fees paid to Croner by Discovery in 20132016 (other than fees for Croner’s services to the Committee) were less than $15,000.$10,000.

In 2013, theThe Committee reviewedannually reviews its relationship with Croner as an independent compensation consultant and,to determine if Croner has any conflict of interest in its services to the Committee. In the 2016 review, after considering the factors set forth in the applicable securities regulations and stock exchange rules, the Committee concluded that Croner did not have a conflict of interest in its services to the Committee. The CommitteeCommittee’s conclusion was based on the following:

Compensation Philosophy

Discovery’s compensation philosophy is to pay for performance, to encourage excellence and to reward executives who deliver. Our programs are designed to deliver above-median total direct compensation when our executives deliver above-median performance, as evaluated against both internally set objectives and the peer group companies.

In 2013, We value fixed-term employment agreements when appropriate, and, in 2016, each of our NEOs was subject to ana fixed-term employment agreement, with terms that govern the compensation paid to the executive. We believe that it is in our stockholders’ interest to provide stability in our senior executive team and that it is consistent with industry practice to enter into employment agreements with our senior executive team. Consequently, a number of the compensation decisions discussed below were required by the terms of these employment agreements, as further described in “Executive Compensation—Executive Compensation Arrangements,” below. On January 2, 2014, weThe terms of these agreements generally incorporate initial compensation elements, including setting an initial base salary, annual cash bonus target, and “sign on” or contract renewal equity awards. The Committee approves the terms of employment agreements consistent with our overall compensation philosophy, taking into account appropriate compensation elements to secure the services of our senior executives for multi-year terms. The Committee also assesses the elements of transition and separation agreements to determine what is needed to ensure a smooth transition, as was the case in the transition agreement entered into in connection with Mr. Warren’s separation.

Discovery’s compensation programs are designed to implement its pay for performance compensation philosophy, as follows:

As part of this design, the Committee is regularly provided with information regarding the program design, bonus targets and equity grant guidelines for our employees throughout the Company. The Committee reviews the results of the annual bonus and equity grant processes to assess whether the Company is implementing our pay for performance philosophy. The Committee determines the group of executives over which they will retain oversight, and include executives other than Discovery’s NEOs in those reviews.

Elements of Compensation

Total direct compensation for each NEO consists of three basic components:

Performance-Based Pay

The Committee seeks to deliver the majority of target total direct compensation for each 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. More than 70% of the total direct compensation for each NEO other than Mr. Warren for 2016 was performance-based. Mr. Warren announced his intention to separate from the Company in February 2016 and the Committee did not approve a long-term incentive award for him in 2016, resulting in a lower proportion of performance-based compensation for that year.

We believe the mix of compensation for our NEOs is both competitive with the compensation practices specific to our industry and appropriately balanced to benefit the Company in both the short- and long-term without encouraging our NEOs to take undue risks. Annual cash bonus awards are more fully described in “—2016 Compensation Decisions—Annual Cash Bonus Awards,” below, and our long-term incentive compensation programs are more fully described in “—2016 Compensation Decisions—Long-Term Incentive Compensation,” below.

Compensation Decisions Framework

The Committee generally makes decisions in the first 90 days of the calendar year regarding annual adjustments to base salary (“Annual Base Salary Review”), the payout amount for annual cash bonus awards with respect to the immediately preceding year (“Annual Bonus Review”), and annual long-term incentive (“LTI”) awards (“Annual LTI Review”) for our executive officers. This annual process includes a review of the following factors, designed to align the compensation actions with our compensation principles and objectives:

These factors are considered as a whole, with no specific weight given to a particular factor or factors.

Additional detail about the factors considered in our compensation decisions is below.

Peer Group Analysis and Comparative Financial Review

The Committee annually reviews data from a group of publicly-traded peer companies to support compensation decisions for the NEOs. The peer companies are chosen to best match our Company’s scope of business in terms of revenues, free cash flow, market capitalization and enterprise value, complexity of operations and global scope, and proximity to the sectors of the media and entertainment industry in which we operate. The peer group also represents meaningful competition for us in the executive labor market. The Committee reassesses this list annually and considers the inclusion of new, multi-yearrelevant peers, and the elimination of companies from the peer group that no longer provide a strong basis for comparison (including removing peers

that have been acquired or otherwise have materially changed their corporate structure). The Committee used the following peer group for 2016 (the “2016 Peer Group”) after concluding that the group provided a good mix of companies with a strong focus on content and international reach:

AMC Networks Inc.

Cablevision Systems Corporation

CBS Corporation

Charter Communications, Inc.

DIRECTV

Netflix, Inc.

Scripps Networks Interactive, Inc.

Viacom Inc.

Yahoo! Inc.

The Committee considered market data from the 2016 Peer Group in determining base salary adjustments and long-term incentive awards for Messrs. Campbell and Perrette in February and March 2016. The base salaries for the remaining NEOs were not adjusted in that cycle, and the long-term incentive awards for Messrs. Zaslav and Guagliardo were specified in their employment agreements, so did not require further reference to the market data. The Committee also considered market data from the 2016 Peer Group in determining the compensation terms for Mr. Perrette’s new employment agreement entered into in June 2016.

In September 2016, the Committee assessed the 2016 Peer Group in light of the merger of DIRECTV with AT&T and acquisition of Yahoo! Inc. and Cablevision Systems, Inc. by unrelated entities. The Committee determined to remove these three companies from the peer group and to add Time Warner Inc. and 21^st Century Fox, both of which are global media companies and competitors in the market for executive talent. The Committee used this updated peer group (the “2017 Peer Group”) in its market review in December 2016, used to inform base salary, bonus, and long-term incentive awards in February and March 2017.

At the same time, the Committee reviewed data from international companies, in an effort to identify relevant market data for Mr. Zaslav, which is also described below.Perrette’s role as leader of our international division. The Committee reviewed a group of media and content companies publicly traded in the UK and determined that a mix of traditional media, broadcasting, and publishing companies would be relevant comparators. The Committee selected WPP Group, Sky PLC, RELX Group, Pearson, ITV PLC, Informa, and UBM (the “International Peers”) to serve as a reference point in assessing Mr. Perrette’s compensation and reviewed compensation data for the CEOs of that group, applying a 30% discount to factor in Mr. Perrette’s role as a division president rather than CEO of a standalone entity.

Each year, the Committee reviews comparative TSR and other financial measures for the peer group. In December 2015, the Committee reviewed revenue, Adjusted OIBDA, free cash flow, enterprise value, earnings per share and TSR for the Company (the “Comparative Financial Measures”) as compared to the peer group. The Committee conducted this review in December 2015, in preparation for the 2016 Annual Base Salary Review, Annual Bonus Review, and Annual LTI Review, and in December 2016 for the 2017 reviews. In December 2015, the Committee assessed performance against the 2016 Peer Group, and in December 2016 with respect to the 2017 Peer Group. In both reviews, the Committee concluded that the Company had performed at or above the median of the relevant peer group for operational metrics but lagged peers in measures related to stock price.

Comparative Financial Measures Reviewed in December 2015

Comparative Financial Measures Reviewed in December 2016

The Committee used these reviews as a reference in determining that it was appropriate to make equity awards in the 2016 Annual LTI Review and in determining not to adjust downward, in accordance with their terms, the payout amount of PRSU awards made to Messrs. Warren, Campbell, and Perrette in February 2014 that vested in February 2017. The CEO’s recommendations to the Committee, and the Committee’s approvals, factored in the results of the review in generally reducing the performance pool amounts for the 2016 bonus in consideration of the Company’s performance against some of the Comparative Financial Measures.

Target Pay Positioning

Compensation Decisions Framework

The Committee generally targets makes decisions in the first 90 days of the calendar year regarding annual adjustments to base salary (“Annual Base Salary Review”), the payout amount for annual cash bonus awards with respect to the immediately preceding year (“Annual Bonus Review”), and annual long-term incentive (“LTI”) awards (“Annual LTI Review”) for our executive officers. This annual process includes a review of the following factors, designed to align the compensation actions with our compensation principles and objectives:

These factors are considered as a whole, with no specific weight given to a particular factor or factors.

Additional detail about the factors considered in our compensation decisions is below.

Peer Group Analysis and Comparative Financial Review^th percentile

The Committee annually reviews data from a group of publicly-traded peer companies to support compensation decisions for the NEOs. The peer companies are chosen to best match our Company’s scope of business in terms of revenues, free cash flow, market capitalization and enterprise value, complexity of operations and global scope, and proximity to the sectors of the compensation paid by ourmedia and entertainment industry in which we operate. The peer group companies, which are identified below under “—Peer Group Analysis.”also represents meaningful competition for us in the executive labor market. The Committee usesreassesses this list annually and considers the inclusion of new, relevant peers, and the elimination of companies from the peer group benchmark and survey data asthat no longer provide a reference rather than as a strict guidestrong basis for compensation decisions and retains flexibility in setting individual target total direct compensation.comparison (including removing peers

At the time

that the Committee set target total direct compensation for 2013, the comparison to our peer group was as follows:

have been acquired or otherwise have materially changed their corporate structure). The Committee used the following peer group for 2016 (the “2016 Peer Group”) after concluding that the group provided a good mix of companies with a strong focus on content and international reach:

AMC Networks Inc.

Cablevision Systems Corporation

CBS Corporation

Charter Communications, Inc.

DIRECTV

Netflix, Inc.

Scripps Networks Interactive, Inc.

Viacom Inc.

Yahoo! Inc.

The Committee considered market data as a reference pointfrom the 2016 Peer Group in determining base salary adjustments and long-term incentive awards for Messrs. Warren, Hollinger, and Campbell and Perrette in increasingFebruary and March 2016. The base salaries for the remaining NEOs were not adjusted in that cycle, and the long-term incentive awards for Messrs. Zaslav and Guagliardo were specified in their employment agreements, so did not require further reference to the market data. The Committee also considered market data from the 2016 Peer Group in determining the compensation terms for Mr. Hollinger’s annual bonus target amount. AfterPerrette’s new employment agreement entered into in June 2016.

In September 2016, the Committee made its compensation decisionsassessed the 2016 Peer Group in 2013, Mr. Campbell’s compensation movedlight of the merger of DIRECTV with AT&T and acquisition of Yahoo! Inc. and Cablevision Systems, Inc. by unrelated entities. The Committee determined to between the median and the 75^th percentile, Mr. Warren’s compensation remained between the median and the 75^th percentile and Mr. Hollinger’s compensation moved to above the 75^th percentile. Mr. Zaslav’s compensation remained above the 75^th percentile, driven largely by significant long-term incentive awards.

In 2013, the Committee identified a small group of non-CEO Chairman roles withinremove these three companies from the peer group againstand to add Time Warner Inc. and 21^st Century Fox, both of which are global media companies and competitors in the Committee concluded it would be appropriate to compare Mr. Hendricks’ compensation.market for executive talent. The Committee used this data to determine the long-term incentive award for Mr. Hendricks, as further described below.

With respect to the CEO, CFO, and General Counsel, the Committee compared each executive’s compensation to that of the corresponding position in theupdated peer group with an adjustment(the “2017 Peer Group”) in its market review in December 2016, used to the General Counsel analysis to reflect Mr. Campbell’s expanded role as Chief Development Officer. The Committee compared Mr. Hollinger’s compensation to that of peer company executives classified as Division Presidents, although the Committee determined this was not an exact match because of the broad scope of Mr. Hollinger’s international responsibilities.

Elements of Compensation

Total direct compensation for each NEO consists of three basic components:

Performance-Based Pay

The Committee seeks to deliver the majority of target total direct compensation for each NEO in performance-based pay, with the balance between the annual cash bonus, and long-term incentive awards determined byin February and March 2017.

At the same time, the Committee reviewed data from international companies, in an effort to identify relevant market data for Mr. Perrette’s role as appropriateleader of our international division. The Committee reviewed a group of media and content companies publicly traded in the UK and determined that a mix of traditional media, broadcasting, and publishing companies would be relevant comparators. The Committee selected WPP Group, Sky PLC, RELX Group, Pearson, ITV PLC, Informa, and UBM (the “International Peers”) to serve as a reference point in assessing Mr. Perrette’s compensation and reviewed compensation data for each role. A significant majoritythe CEOs of total direct compensationthat group, applying a 30% discount to factor in Mr. Perrette’s role as a division president rather than CEO of a standalone entity.

Each year, the Committee reviews comparative TSR and other financial measures for each NEOthe peer group. In December 2015, the Committee reviewed revenue, Adjusted OIBDA, free cash flow, enterprise value, earnings per share and TSR for 2013 was performance-based:the Company (the “Comparative Financial Measures”) as compared to the peer group. The Committee conducted this review in December 2015, in preparation for the 2016 Annual Base Salary Review, Annual Bonus Review, and Annual LTI Review, and in December 2016 for the 2017 reviews. In December 2015, the Committee assessed performance against the 2016 Peer Group, and in December 2016 with respect to the 2017 Peer Group. In both reviews, the Committee concluded that the Company had performed at or above the median of the relevant peer group for operational metrics but lagged peers in measures related to stock price.

Comparative Financial Measures Reviewed in December 2015