April 5, 201729, 2020

Dear Stockholders,

You are cordially invited to attend our2020 annual meeting of stockholders at 10:00 a.m. on Thursday, MayJune 18, 20172020. Due to the current coronavirus(COVID-19) public health crisis, the 2020 annual meeting of stockholders will be conducted online via live audio webcast atwww.virtualshareholdermeeting.com/DISCA2020. Holding the 2020 annual meeting of stockholders in person could pose a risk to the health and safety of our corporate headquarters at One Discovery Place, Silver Spring, Maryland 20910.stockholders, employees and directors, and as a result, we have decided to hold the 2020 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 AA-1 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 voteFORproposals 1, 2 and 3 andFOR A FREQUENCY OF EVERY THREE YEARSAGAINST on proposal 4 andAGAINST proposals 5 and 6 in thisthe Notice.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the 2020 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 seeing you at the 2020 Annual Meeting.

Sincerely,

Robert J. Miron

Chairman of the Board

Discovery Communications, Inc.

Sincerely,

Robert J. Miron

Board Chair

Discovery, Inc.

DISCOVERY, COMMUNICATIONS, INC.

a Delaware companycorporation

One Discovery Place8403 Colesville Road

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 20172020 Annual Meeting of Stockholders of Discovery, Communications, Inc. to be held via the Internet at our officesa virtual web conference at One Discovery Place, Silver Spring, Maryland,www.virtualshareholdermeeting.com/DISCA2020 on Thursday, MayJune 18, 20172020 at 10:00 a.m., local time,Eastern Time. In light of the novel coronavirus(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 physicalin-person meeting. The 2020 Annual Meeting will be held 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 AA-1 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, 2017.2020.

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

4. To vote on an advisory basis, onresolution to approve the frequency2019 compensation of futureour named executive officer compensation advisory votes.officers, commonly referred to as a “Say on Pay” vote.

5.4. 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. Toregarding simple majority 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.if properly presented.

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

The close of business on March 23, 2017April 20, 2020 was the record date for determining the holders of shares of our Series A and Series B common stock and Series AA-1 convertible preferred stock entitled to notice of and to vote at the 2020 Annual Meeting and any postponement or adjournment thereof. For a period of at least ten days priorFurther information about how to attend the 2020 Annual Meeting a complete list of stockholders entitled toonline, vote atyour shares online during the 2020 Annual Meeting will be open toand submit questions online during the examination of any stockholder during ordinary business hours at our corporate headquarters located at One Discovery Place, Silver Spring, Maryland.

By Order of2020 Annual Meeting is included in the Board of Directors,accompanying proxy statement.

Stephanie D. Marks

Corporate Secretary

By Order of the Board of Directors,

Savalle C. Sims

Executive Vice President and General Counsel

April 5, 201729, 2020

TABLE OF CONTENTSTable of Contents

20172020 PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT

THE 20172020 ANNUAL MEETING OF STOCKHOLDERS

Q:    Who is soliciting my vote?

A:    The Discovery Communications, Inc. Board of Directors (the “Board”) of Discovery, Inc. (“us,” “we,” the “Company” or “Discovery”) is soliciting your vote on proposals being submitted for consideration at our Annual Meeting of Stockholders to be held virtually atwww.virtualshareholdermeeting.com/DISCA2020on MayJune 18, 20172020 (the “Annual“2020 Annual Meeting”). and any adjournment or postponement thereof.

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

A:    In accordance with the SEC’s proxy delivery rules of the Securities and Exchange Commission (the “SEC”), we intend to commence distribution on or about April 5, 201729, 2020 of a notice (the “Notice of Internet Availability of Proxy Materials”) indicating that this Notice of 20172020 Annual Meeting of Stockholders and Proxy Statement our Annual Report to Stockholders and our Annual Report onForm 10-K will be made available at www.proxyvote.com.www.proxyvote.com. This website will also provide holders of our Series A and Series B common stock and Series AA-1 convertible preferred stock (“Series AA-1 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 AA-1 preferred stock, the proxy card or voting instruction card.

Q:    What matters will be voted on at the 2020 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 2020 Annual Meeting or at any postponements or adjournments thereof. However, we are not aware of any other matters to be acted upon at the 2020 Annual Meeting.

Q:    Who is entitled to vote at the 2020 Annual Meeting?

A:    The close of business on March 23, 2017April 20, 2020 was the record date for determining the holders of our Series A and Series B common stock and Series AA-1 preferred stock entitled to notice of, and to vote at, the 2020 Annual Meeting and any postponement or 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 AA-1 preferred stock will explain how they may vote their shares. Holders of ournon-voting Series C common stock and Series CC-1 convertible preferred stock (“Series CC-1 preferred stock”) may access and receive this proxy statement and related materials but are not entitled to vote at the 2020 Annual Meeting or any postponement or adjournment thereof.

Q:    How many shares can vote at the 2020 Annual Meeting and how many votes does each share have?

A:    As of March 23, 2017,April 20, 2020, we had outstanding 153,494,362160,019,717 shares of Series A common stock, with each of those shares being entitled to one vote, 6,512,3796,512,378 shares of Series B common stock, with each of those shares being entitled to ten votes, and 228,764,059340,161,506 shares of Series C common stock, which are not entitled to vote. We also had outstanding 71,107,3127,852,582 and four-ninths (4/9ths) shares of Series AA-1 preferred stock, with each of those shares being entitled to one votenine votes on all matters as to whichbe voted on at the Series A preferred stock is entitled to vote, including2020 Annual Meeting other than the election of directors, which is equal to the number of votes the holder of the SeriesA-1 preferred stock directors, and 26,432,492would have been entitled to cast had it converted its shares of SeriesA-1 preferred stock into shares of Series CA common stock on the record date, and 4,881,390 andone-half (1/2) shares of SeriesC-1 preferred stock, which are not entitled to vote.

Q:     How many shares must be present or represented at the 2020 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 2020 Annual Meeting will constitute a quorum for purposes of this class vote and (b) theSeries AA-1 preferred stock entitled to a separate class vote on three preferred stock directors at the 2020 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 AA-1 preferred stock, with the preferred stock considered on anas-converted to common stock basis, voting together as a single class, will constitute a quorum for the combined class votes on Proposals 2 through 6.4.

If a quorum is not present, the meeting will be adjourned until a quorum is obtained. Shares present virtually during the annual meeting will be considered shares represented in person at the meeting for purposes of determining the presence of a quorum. Abstentions and brokernon-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, the three Class III 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 the three preferred stock directors are to be elected by the holdersholder of our Series AA-1 preferred stock, voting separately as a class. The Class III directors will be elected if they receive a plurality of the combined voting power of the outstanding shares of Series A common stock and Series B common stock present in personvirtually or by proxy and entitled to vote on the election of directors, voting together as single class. The Series AA-1 preferred stock directors will be elected if they receive a the written consent or the affirmative vote of the holdersholder of a majority of the outstanding shares of the Series AA-1 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 combined voting power of the outstanding Series A common stock, Series B common stock and Series AA-1 preferred stock, voting as a single class, present in personvirtually or by proxy and entitled to vote, is required to ratify Proposal 2.

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

A:    Stockholders are being asked to vote to approve on anon-binding advisory vote basis our 20162019 named executive officer compensation. The affirmative vote of a majority of the outstanding Series A common stock, Series B common stock and Series AA-1 preferred stock, voting as a single class, present in personvirtually or by proxy and entitled to vote, is required to approve Proposal 3.

Q:     What vote is required with regard to approve the advisorystockholder proposal?

A:     If properly presented at the 2020 Annual Meeting, the affirmative vote on the frequencyof a majority 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 holderscombined voting power of the outstanding Series A common stock, Series B common stock and Series AA-1 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 personvirtually or by proxy and entitled to vote, is required to approve Proposals 5 and 6.the stockholder proposal.

Q:     How can I vote my shares at the 2020 Annual Meeting?

A:     If you are a holder of Series A or Series B common stock or Series AA-1 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 MayJune 17, 2017.2020. 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-free1-800-690-6903. Whether you are a stockholder of record or a beneficial owner, you can also vote your shares on the Internet at www.proxyvote.com.www.proxyvote.com.

Both the telephone and Internet voting systems haveeasy-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 2020 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 “For a Frequency of Every Three Years” on Proposal 4 and “AGAINST” Proposals 5 and 6.Proposal 4.

While we encourage holders of Series A and Series B common stock and Series AA-1 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 AA-1 preferred stock in person at the 2020 Annual Meeting. If your sharesAll holders of Series A or Series B common stock or Series AA-1 preferred stock, whether your shares are registered directly in your name with our transfer agent you are consideredor held in a

brokerage account by a bank or other nominee, may virtually attend the stockholder of record with respect to such shares of stock and you have the right to attend the2020 Annual Meeting and vote in person,online, 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, inIn order to vote in person, you must obtain and presentonline at the time of admission a properly executed2020 Annual Meeting, you will need the control number on your proxy from the stockholder of record (i.e., your broker, bankcard or other nominee) giving you the right to vote the shares of Series A or Series B common stock or Series A preferred stock.voting instruction form, as further described below.

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“non-discretionary items,” in which case your shares will be treated as “broker non-votes.”non-votes” with respect to those items. “Brokernon-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 (Proposal 2) is a “discretionary item,” whereas the election of directors, proposal,(Proposal 1) the advisory vote on named executive officer compensation the advisory votes on the frequency of future named executive officer compensation advisory vote proposals(Proposal 3) and the stockholder proposalsproposal (Proposal 4) are “non-discretionary“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 auditor 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, theProposals 1, 3 or 4.

advisory vote on named executive officer compensation, the advisory vote on the frequency of the future named executive officer compensation 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 2020 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 atvirtually attending the 2020 Annual Meeting and voting online during the 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 card must be received before the start of the 2020 Annual Meeting. Your virtual attendance at the 2020 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 admissionvirtually attend the 2020 Annual Meeting?

A:     We will host the 2020 Annual Meeting live online via webcast. You may attend the 2020 Annual Meeting live online by visitingwww.virtualshareholdermeeting.com/DISCA2020. The webcast will start at 10:00 a.m., Eastern Time, on Thursday, June 18, 2020. You will need the control number included on your proxy card or voting instruction form in order to be able to vote or ask questions during the 2020 Annual Meeting. Instructions on how to attend and participate online are posted atwww.virtualshareholdermeeting.com/DISCA2020. Onlinecheck-in will begin at 9:30 a.m., Eastern Time, on Thursday, June 18, 2020, and you should allow ample time for the onlinecheck-in proceedings. We will have technicians standing by and ready to assist you with any technical difficulties you may have accessing the virtual meeting starting at 9:30 a.m., Eastern Time on Thursday, June 18, 2020. If you encounter any difficulties accessing the virtual meeting during thecheck-in or meeting time, please call the technical support number that will be posted on the 2020 Annual Meetinglog-in page.

Q:    Why is the 2020 Annual Meeting a virtual, online meeting?

A:    To support the health and well-being of our stockholders, employees and directors in light of the recent novel coronavirus(“COVID-19”) pandemic, our 2020 Annual Meeting will be a virtual meeting of stockholders

where stockholders will participate by accessing a website using the Internet. There will not be a physical meeting location. In light of the public health and safety concerns related toCOVID-19, we believe that hosting a virtual meeting will facilitate stockholder attendance and participation at our 2020 Annual Meeting by enabling stockholders to participate remotely from any location around the world. Our virtual meeting will be governed by our Rules of Conduct of Meeting which will be posted atwww.virtualshareholdermeeting.com/DISCA2020 in advance of the meeting. We have designed the virtual annual meeting to provide the same rights and opportunities to participate as stockholders would have at anin-person meeting, including the right to vote and ask questions through the virtual meeting platform.

Q:    How do I submit a question at the 2020 Annual Meeting?

A:    Stockholders of record as ofmay submit questions at the record date2020 Annual Meeting by using the virtual meeting platform atwww.virtualshareholdermeeting.com/DISCA2020. Once you have logged into the site using your control number, you will be admittedable to submit questions electronically via 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.virtual meeting platform.

Q:    Who will bear the cost of soliciting votes for the 2020 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

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

Corporate Governance Guidelines

Discovery’sOur corporate governance practices are embodied in a formal document that has been approved by our Board of Directors. These corporate governance guidelinesBoard. The Discovery, Inc. Corporate Governance Guidelines (the “Guidelines”) are posted onto the Investor Relations section of our corporate website atwww.discoverycommunications.comhttps://corporate.discovery.com. These Guidelines, which provide a framework for the conduct of the Board’s business, provide that:

The Board periodically reviews the Guidelines and most recently updatedupdates them in March 2012.as appropriate. 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 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’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 inRule 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 theour directors’ independence. In addition, the Board further considered thecertain directors’ relationships and positions with our large distributors, including Charter Communications, Inc. (“Charter”), Liberty Global plc (“Liberty Global”) and Liberty Broadband Corporation (“Liberty Broadband”). The Board has determined that these relationships do not interfere with the directors’ independence. Discovery’s Board has determined that S. Decker Anstrom, Robert R. Beck, Robert R. Bennett, Paul A. Gould, Kenneth W. Lowe, John C. Malone, Robert J. Miron, Steven A. Miron, M. LaVoy Robison,Daniel E. Sanchez, Susan M. Swain and J. David Wargo are independent directors.

In order to be considered to be independent for purposes ofRule 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, 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 has determined that each of S. Decker Anstrom, Susan M. LaVoy RobisonSwain and J. David Wargo are independent for purposes of Rule10A-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 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 has determined that each of Robert R. Beck, Paul A. Gould, Kenneth W. Lowe 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 (“CEO”) and Chairman of the Board Chair 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 Chair provides guidance to the CEO, sets the agenda for Board meetings and presides over meetings of the full Board. In light of the industry experience and management expertise of Robert J. Miron, our Chairman,Board Chair, and the dynamic leadership of David M. Zaslav, our CEO, the Board feels that this structure continues to be appropriate for Discovery.

Code of Ethics

We have a Code of Ethics (the “Code”) that is applicable to all of our directors, officers and employees. The Board reviews the Code regularly and approved the originalan updated Code in September 2008 and adopted a revised Code on April 25, 2012.January 2019. The Code is available, and any amendments or waivers that would be required to be disclosed under SEC rules are posted, onto the Investor Relations section of our corporate website atwww.discoverycommunications.comhttps://corporate.discovery.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 has established an Audit Committee, whose members are Messrs. RobisonWargo (Chair), and Anstrom and Wargo.Ms. Swain. The Board has determined that M. LaVoy RobisonJ. David Wargo is an “Audit Committee Financial Expert” as defined under SEC rules. The Board has adopted a written charter for the Audit Committee, which is available in the Investor Relations section of our corporate website athttps://corporate.discovery.com.

Pursuant 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’sAudit Committee’s functions include, among other things:

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

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

Compensation Committee

The Board has established a Compensation Committee, whose members are Messrs. R. Miron (Chair), Beck, Gould, and Gould.Lowe. The committee’sCompensation 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 of the Compensation Committee, consisting of Messrs. Beck and Gould.same.

The Board has adopted a written charter for the Compensation Committee, which is available on Discovery’sin the Investor Relations section of our corporate website atwww.discoverycommunications.comhttps://corporate.discovery.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 20162019 was an employee, of Discovery or any of its subsidiaries. None of Discovery’s executive officers serves or, during 2016,2019, 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 theour Compensation Committee.

Nominating and Corporate Governance Committee

The Board of Directors has established a Nominating and Corporate Governance Committee, whose members are Messrs. WargoGould (Chair), Gould, S. Miron and RobisonWargo 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 applies 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:

The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on Discovery’sin the Investor Relations section of our corporate website atwww.discoverycommunications.com.http://corporate.discovery.com.

Finance Committee

The Board has established a Finance Committee, whose members are Messrs. Bennett (Chair), Gould, S. Miron, Sanchez and Wargo. The committee’sFinance 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.

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.risk management. The Board regularlyroutinely reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. The Board regularly reviews information regarding our cybersecurity risks and is frequently updated by our Chief Information Security Officer on how we are determining and mitigating those risks. The Audit Committee receives quarterly updates on our cybersecurity risks and readiness. The Audit Committee also oversees management of financial reporting risks. The 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 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 2016,2019, there were 16nine meetings of the Board of Directors as a whole, 19seven meetings of the Compensation Committee, fourseven meetings of the Audit Committee, fivetwo meetings of the Nominating and Corporate Governance Committee, eighttwelve meetings of the Finance Committee and no meetings of the Executive Committee.

Director Attendance at Board and Annual Meetings

In 2016,2019, each director of Discovery attended at least 75% of the aggregate of the number of Board meetings and the number ofcommittee meetings held by all committees on which he or she served. The Board encourages all members of the Board to attend each annual meeting of the Company’s stockholders. All twelve of our directors attended the lastMay 2019 annual meeting in May 2016of stockholders in 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 and the slate of nominees to be proposed for election by the SeriesA-1 preferred

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,8403 Colesville Road, 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 at the 2020 Annual Meeting was March 20, 2017.9, 2020. We did not receive any stockholder nominations of candidates for election as directors for the 2020 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:nominee:

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 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 the Board or to individual directors by mail addressed to the Board of Directors or to an individual director c/o Corporate Secretary, Discovery, Communications, Inc., One Discovery Place,8403 Colesville Road, Silver Spring, Maryland 20910. Communications from stockholders will be forwarded to Discovery’s directors on a timely basis.

Certain Relationships and Related Person Transactions

In the ordinary course of business during 2019, we were a party to certain business transactions with institutions affiliated with members of our Board. Management believes that the terms and conditions of the transactions were no more and no less favorable to us than the terms of similar transactions with unaffiliated institutions to which we are, or expect to be, a party. The Nominating and Corporate Governance Committee has guidelines for evaluating potential related person transactions, which are described in the section below.

In May 2019, we acquired Golf Digest from Conde Nast for approximately $35 million (the “Golf Digest Transaction”). Conde Nast is a wholly-owned, indirect subsidiary of Advance Publications, Inc. Advance Publications, Inc. is affiliated with Advance/Newhouse Programming Partnership, a preferred and common stockholder of the Company and “related person” (as such term is defined in Item 404(a) of RegulationS-K) of the Company who may have a direct or indirect material interest in the Golf Digest Transaction. The Golf Digest Transaction was approved by all of the common stock directors; the preferred stock directors were recused from the discussions of the Golf Digest Transaction and did not participate in the vote to approve the transaction.

Policy Governing Related Person Transactions

Our current written policies and procedures for the review, approval or ratification of related person transactions and other conflict of interest matters are based on our Guidelines and our Code, which apply to all directors, officers and employees of Discovery. Among other things, the Guidelines provide that when a director has an actual or potential conflict of interest, the director should promptly inform the Chief Executive Officer, the General Counsel and the chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, or another independent committee of the Board designated by the Board, will resolve any conflict of interest involving a director, the Chief Executive Officer or any other executive officer. No related person transaction may be effected by Discovery without the approval of the Nominating and Corporate Governance Committee or another independent committee designated by the Board.

In evaluating potential related person transactions, the Nominating and Corporate Governance Committee considers:

For purposes of the Guidelines, a “related person transaction” refers to any transaction which Discovery would be required to disclose pursuant to Item 404 of RegulationS-K.

The Nominating and Corporate Governance Committee reviewed all transactions between the Company and its related persons and determined that, other than the Golf Digest Transaction described above, no transaction in 2019 required approval pursuant to our policy or disclosure pursuant to Item 404 of RegulationS-K.

BOARD COMPENSATION

The Compensation Committee reviews compensation for ournon-employee directors and recommends any changes to such compensation to the full Board for approval. The components of ournon-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 ournon-employee directors. Employee directors do not receive any compensation for their Board service.

The following tables showtable shows the cash and equity compensation levels that werewas in effect in 2016.

2016 Discovery Non-Employee Director Compensation Levels2019.

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.

Cash Compensation.Cash compensation fornon-employee directors consists solely of the annual retainers described above. Annual retainers are paid in quarterly installments. For the purpose of calculating these retainers and fees, the annual period commences with the election of directors at the annual meeting. The retainer paid tonon-employee directors who are elected or appointed after the most recent annual stockholders’ meeting is prorated based on the quarter in which they join the Board.

Equity Compensation.Non-employee directors receive stock-based compensation under our 2005Non-Employee Director Incentive Plan, as it may be amended from time to time. The Board determined for 20162019 that the equity awards to directors should consist solely of restricted stock units (“RSUs”) of Series A common stock. Annual equity grants are made on the date of the annual stockholders’ meeting. Equity awards for directors who are elected or appointed after the most recent annual stockholders’ meeting are prorated based on when they join the Board. The number of RSUs is calculated by dividing the dollar amount of the award by the closing price of our Series A common stock on the last business day prior to the grant date. The Board has implemented a cap of $750,000 on individual director annual equity award grant date value. RSUs will vest 100% on theone-year anniversary of the grant date assuming continued service to such date. The RSUs granted to our directors do not include the right to receive cash dividends. On May 16, 2014, the Board approved a share dividend (the “2014 Share Dividend”) of one share of the Company’s Series C common stock on each issued and outstanding share of Series A, Series B and Series C common stock. The 2014 Share Dividend took effect on August 6, 2014 for stockholders of record on July 28, 2014. As a result, the non-employee directors’ awards were retroactively adjusted to reflect the dividend.

Board of Directors Stock Ownership Policy. In January 2013, theThe Board adoptedmaintains a director stock ownership policy that requires each director to hold a specified amount of our stock, calculated as a multiple of three times the then-current annual cash retainer for Board service, exclusive of any additional retainer with respect to committee or other

service. Each director is expectedrequired to reach the stock holding target within five years from May 15, 2013, the effective date the policy was adopted or five years after joining the Board, for those directors joining after May 2013.Board. The Board determined that any shares of our stock beneficially owned by the director, as well as unvested awards of RSUs, but not shares underlying stock options, would be counted for purposes of meeting the stock holding target. Once a director meets the target, the director is expected to maintain holdings at the target for as long as he or she remains a Board member. The Board may take any appropriate action to support the intent of the policy, including requiring a director to retain a percentage of shares pursuant to stock option exercises or vesting events in future years. As of the date of this proxy statement, all directors have reached and maintained the stock holding target or are on track to do so.

Deferred Compensation.Discovery has a deferred compensation program that allowsnon-employee directors to defer the settlement of their RSU grants until their departure from our Board. If a director elects to defer settlement of his or her RSU grant, they must make an irrevocable election before the end of the calendar year prior to the year in which the grant is made, and must do so for the entire amount of the grant. For example, for the grants made in May 2016,2019, directors made their deferral elections before the end of 2015.2018. Directors do not receive cash dividends on deferred RSUs. Messrs. Anstrom, Beck, Gould, Lowe, R. Miron, RobisonSanchez and Wargo and Ms. Swain elected to defer the settlement of their RSU grants made in 2016.2019.

Expense Reimbursement.Non-employee directors are reimbursed forout-of-pocket costs for attending each meeting of the Board or any Board committee of which they are a member, including airfare, whether by commercial aircraft or private plane.

Director Education. Under the Guidelines, Discovery encourages the participation of all directors in continuing education programs, at Discovery’s expense, that are relevant to the business and affairs of Discovery and the fulfillment of the directors’ responsibilities as members of the Board and any of its committees.

Charitable Contribution Matching Program. Discovery provides a charitable contribution matching program through which we match contributions made by ournon-employee directors to eligible charitable organizations up to a maximum of $20,000 for each director within a givenper fiscal year. In order to be matched, the contribution must betax-deductible by Discovery. The program is designed

to match contributions to educational, arts and cultural institutions that have been approved by the Internal Revenue Service astax-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 anon-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 2016 2019Non-Employee Director Summary Compensation Table under the “All Other Compensation” column.

The following table summarizes the 20162019 compensation provided to all persons who served asnon-employee directors during 2016.the year.

20192016 Non-Employee Director Summary Compensation Table

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees for Election

Our Board of Directors consists of eightnine common stock directors, divided among three classes, and three preferred stock directors. Our Class III directors, who are being nominated for reelection at this annual meetingthe 2020 Annual Meeting for a term that will expire in 2020,2023, are Robert R. Bennett, John C. Malone and David M. Zaslav. Our Class III directors, who were reelected at the 20152019 annual meeting for a term that will expire in 2018,2022, are Robert R. BeckPaul A. Gould, Kenneth W. Lowe and J. David Wargo. Susan Swain was appointed a Class I director in December 2016, with a term that will expire in 2018.Daniel E. Sanchez. Our Class III directors, who were reelected at the 20162018 annual meeting for a term that will expire in 2019,2021, are Paul A. GouldRobert R. Beck, Susan M. Swain and M. LaVoy Robison.J. David Wargo. 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 removaldisqualification or the election and untilqualification of their respective successors are elected and qualified.successors.

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 2020 Annual Meeting. Holders of our Series AA-1 preferred stock vote on the election of each of the preferred stock directors, but do not vote on the election of any common stock director. At each annual meeting of stockholders, the preferred stock directors are elected to hold office for a term expiring at the following annual meeting of stockholders. The preferred stock directors will hold office until the earliest to occur of their respective death, resignation, removal or removaldisqualification or the election and untilqualification of their respective successors are elected and qualified.successors.

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 AA-1 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 at the 2020 Annual Meeting and for those directors whose terms of office will continue after the 2020 Annual Meeting. Each member of our Board of Directors and each director nominee possesses skills and experience which make themmakes 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.

The Discovery, Inc. 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 20202023

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. Mr. Malone has served as the Chairman of the Board and a director of Qurate Retail, Inc. (formerly Liberty Interactive Corp. (“Liberty Interactive”)Corporation) (including its predecessors) since 1994 and was its Chairman until March 2018, as Chairman of the 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 of GCI Liberty, Inc. since March 2018. Mr. Malone previously served as: (i) Chairman of the Board of Liberty TripAdvisor from August 2014 to June 2015, (ii) a director of Lionsgate from March 2015 to September 2018, (iii) Chairman of the Board of Liberty Expedia Holdings, Inc. from November 2016 to July 2019, (iv) a director of Liberty Latin America from December 2017 to December 2019 (and presently serves as director emeritus) and (v) a director of Charter Communications from May 2013 to July 2018. He has also served as a director of Expedia, Inc. sincefrom December 2012 to December 2017, having previously served as a director from August 2005 to November 2012. Mr. Malone is a director of Charter and Lions Gate Entertainment Corp. (“Lionsgate”). Mr. Malone previously served as: (i) a director of Ascent Capital Group, Inc. from January 2010 to September 2012, (ii) a director of Live Nation Entertainment, Inc. from January 2010 to February 2011, (iii) a director of Sirius XM Radio Inc. from April 2009 to May 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.

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

Common Stock Directors:

Class I Directors with Terms Expiring in 20182021

		C-SPAN since December 2006. Ms. Swain also serves as an officer of National Cable Satellite Corporation, as a Director of theC-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 when it merged with Discovery.Discovery, Inc. 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 plc, Liberty TripAdvisor Holdings (“Liberty TripAdvisor”), Liberty Broadband Strayer Education, Inc. and Vobile Inc.Group Limited. Mr. Wargo also serves on the Audit Committees of Liberty Global, Liberty TripAdvisor, Liberty Broadband and Liberty Broadband.Vobile Group Limited.   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 3540 years as a securities analyst.

Class II Directors with Terms Expiring in 20192022

M. LaVoy RobisonKenneth W. Lowe Born April 7, 1950		A common stock director of Discovery since March 2018. Mr. Lowe served as Chairman, President and Chief Executive Officer of Scripps Networks Interactive, Inc. (“Scripps Networks”) from July 2008 until March 2018, when Scripps Networks merged with a wholly owned subsidiary of Discovery. Prior to that Mr. Lowe served as President and Chief Executive Officer of The E.W. Scripps Company from October 2000 to June 2008. Mr. Lowe served as President and Chief Operating Officer of The E.W. Scripps Company from January 2000 to September 6, 19352000.
		Through his experience as a media executive, 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.
Daniel E. Sanchez Born February 8, 1963		A common stock director of Discovery since September 2008.May 2017. From January 2007 to January 1, 2020, Mr. RobisonSanchez engaged in the private practice of law, representing individual and business clients in a variety ofnon-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. He served as a director of DHCStarz from May 2005 to September 2008,January 2013 until December 2016, when it merged with Discovery. Mr. Robison has been on the board of The Anschutz Foundation, a private foundation, since January 1998,Lions Gate Entertainment Corporation (“Lionsgate”), and was their executive director from 1998 to November 2010. Mr. Robison is currently a director and also serves onof Lionsgate from June 2018 to the Audit Committeepresent. Mr. Sanchez became a director of Liberty Interactive.Latin America Ltd. in December 2019. Mr. Sanchez is the nephew of John C. Malone.   Mr. Robison has extensive knowledgeSanchez brings a unique legal perspective to our Board, focused in particular on tax law. Mr. Sanchez’s perspective and expertise assists the Board in developing strategies that take into consideration a wide range of corporate accountingissues resulting from the application and audit procedure gained through over 35 yearsevolution of service with the firm of Peat Marwick Mitchell (now KPMG), including over 25 years as a partnertax laws 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.regulations.

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.

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 andpre-approves all audit andnon-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 appointedre-appointed them as our independent registered public accounting firm for the 2020 fiscal 2017.year. You are requested to ratify the Audit Committee’s appointment of PwC. Representatives of PwC are expected to be present atattend the virtual 2020 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 2020 Annual Meeting to ratify the appointment of PwC as our independent registered public accounting firm for the 2020 fiscal 2017. Ayear. The affirmative vote of a majority of the votes castcombined voting power of the outstanding shares of Series A common stock, Series B common stock and SeriesA-1 preferred stock present virtually or represented by proxy at the meeting and entitled to vote at the 2020 Annual Meeting on this proposal is required for ratification.

Even if the selection of PwC is ratified, theour Audit Committee of Discovery’s Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if Discovery’sthe 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.

The Discovery, Inc. Board of Directors recommends a vote “FOR” the ratification of the appointment of PwC as Discovery’s independent registered public accounting firm for the fiscal year ending December 31, 2017.2020.

Description of Fees

Discovery’sThe 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 CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm

Discovery’sThe Audit Committee has adopted a policy regarding thepre-approval of all audit and permissiblenon-audit services provided by Discovery’s independent registered public accounting firm. Pursuant to this policy, Discovery’sthe 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“pre-approved services”):

Notwithstanding the foregoing generalpre-approval, any individual project involving the provision ofpre-approved services that is expected to result in fees in excess of $50,000 requires the specificpre-approval of Discovery’sthe Audit Committee. In addition, any engagement of Discovery’s independent registered public accounting firm for services other than thepre-approved services requires the specific approval of Discovery’sthe Audit Committee. Discovery’sThe Audit Committee has delegated the authority for the foregoing approvals to the chairmanchair of the Audit Committee,

subject to histhe subsequent disclosure to the entire Audit Committee of the granting of any such approval. All audit andnon-audit services provided by PwC in 20162019 were approved by the Audit Committee.

Discovery’spre-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.Board. A description of the responsibilities of the Audit Committee is set forth above under the caption “Corporate Governance—Committees of the Board—Audit Committee.” PwC, Discovery’s registered public accounting firm for 2016,2019, 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 applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16 (Communications with Audit Committees).and the SEC.

The Audit Committee has received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence),and the SEC, 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 onForm 10-K for the year ended December 31, 2016,2019, filed on February 14, 201727, 2020 with the SEC.

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

M. LaVoy Robison, Chairman

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

Paul A. Gould

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

This sectionCompensation Discussion and Analysis (“CD&A”) analyzes and discusses our executive compensation programs and provides information about the compensation we paid by Discovery to our NamedCEO, Chief Financial Officer (“CFO”) and the three other most highly compensated executive officers during fiscal 2019 (collectively with the CEO and CFO, “Named Executive Officers,Officers” or “NEOs”:). The Compensation Committee (referred to in this CD&A as the “Committee”) of the Board oversees all aspects of NEO compensation. The 2019 NEOs are:

On February 22, 2016, Mr. Warren notified us that he was resigning from employment and agreed to remain with the Company until the end of 2016. 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 April 1, 2017.

Discovery delivered strong operating and financial results in 2016.2019 HIGHLIGHTS

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.company. We had a strong yeardelivered solid financial performance in 2016,2019, reporting increases in revenue, adjusted operating income before depreciation and amortization (“Adjusted OIBDA”), adjusted earnings per share and Net Income:free cash flow.

In 2019, we achieved exceptional operating results, including:

In 2019, we also took significant steps to $1,285 million (increased 21% excluding currency effects).

As part of this design, the Committee is regularly provided with information regarding the program design.design, bonus targets and equity grant guidelines for our employees across our company. The Committee reviews the results of the annual bonus and equity grant processes to assess whether we are effectively implementing ourpay-for-performance philosophy. The Committee determines the group of executives over which it will retain oversight, and includes executive officers and other senior executives in addition to our NEOs in those reviews.

Performance-Based Pay

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. Each of our NEOs received significant long-term awards in 2016, based on the Company’s financial and operational performance and their individual achievements during the 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 programs. Our short- and long-term incentive compensation programs are structured to:

In general, weWe 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 isare available. We continue to refine our compensation programs to strengthen the link between pay and performance and to effectively balance executive and stockholder interests.

We valueThe 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 contractsincentive awards determined by the Committee as appropriate for each role. Approximately 93% of the CEO’s 2019 total direct compensation was performance-based. The Committee awards a significant portion of each NEO’s performance-based compensation in the form of long-term incentive awards, including stock options and, for the CEO, PRSUs. The Committee believes the use of stock options and PRSUs aligns the interests of our NEOs with our senior executivesstockholders and usewill motivate the NEOs to achieve the Company’s business goals and strategies and increase stockholder value. The bulk of our executiveCEO’s compensation programsis in the form of equity awards tied to support extended contract terms.Discovery’s stock performance. The current employment agreement with our CEO (described below under “NEO Employment Agreements—CEO Employment Agreement” beginning on page 34) provides for a large upfront award of stock options, which was made in July 2018 at the time the agreement was executed. The stock option award is divided into five separate grants with increasing grant prices and staggered vesting, meaning that the awards require sustained and substantial increases in stock price to deliver value.

We believe the mix of compensation for our NEOs is competitive with the compensation practices specific to our industry and appropriately balanced to benefit the Company in both the short- and long-term so as not to encourage our NEOs to take undue risks. Annual cash bonus awards are more fully described in “NEO Compensation in 2019—Annual Cash Bonus Awards,” beginning on page 41, and our long-term incentive compensation program is more fully described in “NEO Compensation in 2019—Long-Term Incentive Compensation,” beginning on page 51.

Long-Term Employment Contracts

We believe that entering into fixed termfixed-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 iswas subject to a fixed termfixed-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.contract during 2019. Each of these agreements includeincludes a number of provisions related to components of compensation during the term of the agreement, as further detailed in “Executive Compensation—Executive Compensation Arrangements,below under “NEO Employment Agreements,” below.beginning on page 34.

COMPENSATION DECISION MAKING

Role of the Compensation Committee

Our CompensationThe 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.comhttps://corporate.discovery.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, including the terms and withstructure of the CEO regarding compensation decisions for the other NEOs.CEO’s employment agreement.

Role of the CEO in Compensation Decisions

The CEO plays a significant role in the compensation decisions for the NEOs other than 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 People and Culture Officer (formerly our Chief Human Resources and Global Diversity Officer,Officer), to develop these recommendations. The CEO’s recommendations are based on:

The CEO also provides the Committee with proposed goals for himself. 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 degreedegrees to which the CEO achieves the goals are used, in part, to determine the annual bonus of 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 regarding his annual compensation.

Relationship with and Role of the Independent 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 18 of the 19all seven Committee meetings held in 2016.2019. Croner assisted the Committee by providing the following services, among other services:others:

Prior to being engaged by the Committee, Croner historically had provided management with 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 Companymanagement 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, requirespre-approval by the Committee. In 2016,2019, the only services provided by Croner to management were thepre-authorized survey services. TotalThe total fees we paid to Croner by Discovery in 20162019 (other than fees for Croner’s services to the Committee) were less than $10,000.$15,000.

The Committee annually reviews its relationship with Croner as an independent compensation consultant to determine if Croner has any conflict of interest in its services to the Committee. In the 20162019 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 itswith respect to the services it provides to the Committee. The Committee’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. We value fixed-term employment agreements when appropriate, and, in 2016, each of our NEOs was subject to a fixed-term employment agreement, as further described in “Executive Compensation—Executive Compensation Arrangements,” below. The 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 Committee’s compensation actions with our compensation principles and objectives:

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

Additional detail about the factors considered in ourthe Committee’s compensation decisions is below.provided throughout this CD&A.

Peer Group Analysis, and Comparative Financial Review, Target Pay Positioning and Tally Sheets

Peer Group Analysis

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 by the Committee 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, andas well as 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, relevant 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 materially have materially changed their corporate structure).

The Committee used the following peer group set forth below for 2016the 2019 Annual Base Salary Review and 2019 Annual LTI Review and other compensation decisions made in December 2018 and February 2019 (the “2016“2019 Peer Group”) after concluding. The Committee concluded that thethis group provided a good mix of companies with a strong focus on content and international reach:reach. As part of its December 2018 and February 2019 review, the Committee used the most recently-available proxy statement compensation data for the 2019 Peer Group, which was, in most cases, filed during the first half of 2018, prior to the merger of The Walt Disney Company and 21st Century Fox in March of 2019 and the merger of CBS Corporation and Viacom Inc. in December 2019.

2019 Peer Group

21^st Century Fox

Activision Blizzard, Inc.

AMC Networks Inc.

Cablevision Systems Corporation

CBS Corporation

Charter Communications, Inc.

DIRECTVLions Gate Entertainment Corp.

Netflix, Inc.

Scripps Networks Interactive, Inc.The Walt Disney Company

Viacom Inc.

Yahoo! Inc.In December 2019, the Committee reviewed the 2019 Peer Group and determined that it would add Fox Corporation and Liberty Global to the peer group for purposes of its 2020 compensation review and decisions.

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 reviewedreviews data from international companies, in an effort to identify relevant market data for Mr. Perrette’s role as leader of our international division. The Committee reviewed a group of media and content companies publicly traded in the UKUnited Kingdom (“U.K.”) and determined that a mix of traditional media, broadcasting, and publishing companies would be relevant comparators. TheFor 2019, the Committee selected WPP Group, Sky PLC, RELX Group, Pearson, ITV PLC,ProSiebenSat.1 MediaSE, Informa, and UBMVivendi SA (the “International“2019 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. The Committee determined that 30% was a reasonable amount to discount the market data given the difference between leading a division and a company as a whole. In December 2019, the Committee reviewed the 2019 International Peers and determined that it would remove Sky PLC from the international peer group due to its acquisition by Comcast Corporation, and would add ITV PLC to the international peer group for purposes of its 2020 compensation review and decisions.

Comparative Financial Review

Each year, the Committee reviews comparative TSR and otherour financial measures forperformance relative to the peer group. In December 2015,conducting this assessment, the Committee reviewedreviews our revenue, Adjusted OIBDA, free cash flow, enterprise value, earnings per share and TSR for the Companyperformance (the “Comparative Financial Measures”) as compared to the peer group. The Committee uses publicly-available data for its analysis, which include the impact, positive or negative, of acquisitions and divestitures by all companies in the analysis, including Discovery. The Committee conducted this review in December 2015,2019 in preparationassessing whether to make a discretionary downward adjustment of the payout amount for the 2016 Annual Base Salary Review, Annual Bonus Review,PRSU awards to Messrs. Campbell and Annual LTI Review,Perrette granted in 2017 that were based on performance over the three-year period ended December 31, 2019 and scheduled to vest and pay out 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.

Based on its review and our performance relative to peers, the Committee used these reviews as a reference in determining that it was appropriatedetermined not to make equity awards in the 2016 Annual LTI Review and in determining not to adjusta discretionary downward in accordance with their terms,adjustment of the payout amount offor the PRSU awards made to Messrs. Warren, Campbell and Perrette granted in 2017 that were based on performance over the three-year period ended December 31, 2019 and scheduled to vest and pay out 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.2020.

Target Pay Positioning

The Committee generally targets executive compensation to be between the median and 75^th percentile of the compensation paid by our peer group companies, which are identified above under “—Peer Group Analysis.”companies. The Committee uses the applicable peer group benchmark and survey data as a reference rather than as a strict guide for compensation decisions and retains flexibility in setting individual target total direct compensation. The Committee may set compensation at or below median for executives who are new to Discovery, to allow delivery of compensation over time that rewards sustained performance. This was the case with the compensation for Mr. Wiedenfels, who joined Discovery in 2017. Similarly, the Committee may set compensation above the 75^th percentile to retain, motivate and reward the high-caliber executives we need to lead our business.

In December 20152018 and again in February 2016,2019, prior to making any decisions with respect to 2019 base salaries or long-term incentive awards, the Committee reviewed market data for each NEO, as compared to our peer group with respect to 2015 total direct compensation, both at target and actual, spreading the value of any one-time contractual equity award over the term of the applicable contract. The Committee undertook the2019 Peer Group. In this review, in setting total direct compensation for 2016, and at that time, the comparison to our peer group was as follows:

In that review, the Committee determined that there was insufficient market data to estimate market percentiles for Mr. Perrette’s role. The Committee used the peer group data as a reference point in determining base salary and long-term incentive awards for Messrs. Warren and Campbell in February 2016.

With each of the NEOs other than Mr. Perrette, the Committee compared each executive’s compensation to that of the corresponding position in the peer group. The Committee undertook this review to aid it in making base salary and long-term incentive decisions for 2019. The comparison to our peer group, with an adjustmentboth at target prior to the General Counsel analysis initially to reflect Mr. Campbell’s expanded role as Chief Development & Distribution OfficerCommittee’s February 2019 actions and Mr. Guagliardo’s oversight of Advertising Sales and Digital Media. The Committee compared Mr. Perrette’s compensation to that of peer group executives classified as Division Presidents, although the Committee determined this was not an exact match because of the broad scope of Mr. Perrette’s international responsibilities and the limited number of incumbents in this position in the peer group.

In September 2016, when the Committee selected the International Peers to use as a reference for Mr. Perrette’s compensation, Mr. Perrette’s total direct compensation, measured on an actual pay basis,after the Committee’s February 2019 actions, was between the median and the 75^th percentile. As noted above, the Committee applied a 30% discount against the CEO data for the International Peers in making this comparison.as follows:

Tally Sheets

The Committee regularly reviews tally sheets prepared for each of the NEOs to allow consideration of both current and historical compensation. The tally sheets allow the Committee to review an integrated snapshot of the individual and aggregated elements of each NEO’s compensation.

Tax DeductibilityNEO EMPLOYMENT AGREEMENTS

Provided below are summaries of Executive Compensationthe employment agreements that we have entered into with our NEOs. In each of these agreements, our NEOs are subject to customary restrictive covenants, including those relating tonon-solicitation,non-interference,non-competition and confidentiality, during the term of the agreement and, depending on the circumstances of termination, for a period thereafter.

CEO Employment Agreement

We considerhave had an employment agreement with David M. Zaslav, our President and Chief Executive Officer, since he joined the Company in 2007. We entered into the current employment agreement with Mr. Zaslav in 2018 (the “Zaslav 2018 Employment Agreement”) which commenced on July 1, 2018 and continues through December 31, 2023. Pursuant to the Zaslav 2018 Employment Agreement, Mr. Zaslav is subject to customary restrictive covenants, including those relating tonon-solicitation,non-interference andnon-competition, during the term of the agreement and for a period of two years thereafter and to continuing confidentiality obligations. Below is a summary of the key terms of the Zaslav 2018 Employment Agreement.

Base Salary and Target Bonus

Throughout the term of the Zaslav 2018 Employment Agreement, Mr. Zaslav’s base salary will be maintained at $3,000,000 per year and his target annual bonus will be $22,000,000 per year. The target annual bonus is not guaranteed and the actual amount paid to Mr. Zaslav depends on the achievement of qualitative and quantitative performance objectives, which will be determined each year by the Committee in consultation with Mr. Zaslav.

Long-Term Incentive Awards and Signing Grants

The Zaslav 2018 Employment Agreement provided for the grant of nonqualified stock options (the “Signing Options”) to Mr. Zaslav, with staggered exercise prices and vesting schedules and progressively higher exercise prices and vesting over the term of the agreement. The Signing Options were granted to Mr. Zaslav on July 16, 2018 and will be earned and become eligible to vest and be exercised in five tranches (determining each tranche’s vesting/exercisability beginning as of January 2 of the years set forth in the following table), and each successive tranche has a higher exercise price, as follows:

Health, Welfare and Other Personal Benefits

Mr. Zaslav is eligible to participate in all employee benefit plans and arrangements that we offer for the benefit of our senior executive group, including insurance and retirement plans. He is entitled to four weeks of vacation each year and also receives a car allowance of $1,400 per month. Mr. Zaslav is entitled to use our corporate aircraft or our NetJets arrangement for up to 200 hours of personal use per year. We will pay for the first 100 hours of personal use and Mr. Zaslav shall reimburse us for personal use in excess of 100 hours, under the Aircraft Time Sharing Agreement between Mr. Zaslav and Discovery Communications, LLC entered into in 2014 (the “Time Sharing Agreement”), which continues in effect under the Zaslav 2018 Employment Agreement. See “Retirement Plans and Other Benefits – Health, Welfare and Other Benefits” on page 55 for additional details on Mr. Zaslav’s personal aircraft use.

Termination Provisions

Termination by Reason of Death or Disability

The Zaslav 2018 Employment Agreement provides for the payment of the following amounts upon termination of Mr. Zaslav’s employment by reason of his death or disability:

(1) all accrued and unpaid salary, accrued and unpaid annual bonus for any completed year and accrued and unused vacation, in each case in a lump sum, and other vested benefits under our welfare and benefit plans;

(2) a prorated portion of Mr. Zaslav’s then-current annual bonus, based on the portion of the calendar year during which Mr. Zaslav was employed by us, payable during the first quarter of the following year, in the ordinary course of our bonus payments;

(3) payment for his stock appreciation right (“SAR”) awards, in a lump sum, in accordance with the terms of the applicable plans (which provide for acceleration of vesting in such event);

(4) accelerated vesting of his PRSU awards, prorated based on the number of full or partial years completed for the applicable performance period and the amount earned based on achievement of performance metrics during such full or partial years; and

(5) the payment of (i) coverage under our group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to former executives and/or the survivors of executives at Mr. Zaslav’s level in the Company generally, or (ii) Company-paid continuation health coverage (commonly referred to as COBRA), subject to a change to instead use comparable cash payments if required for legal compliance.

In addition, all of Mr. Zaslav’s unvested stock options fully vest and become immediately exercisable in accordance with the terms of the applicable award agreement. As a condition of receiving the severance benefits described above (other than in the event of his death), Mr. Zaslav would be required to sign a general release in our favor.

Termination By Discovery for Cause; By Mr. Zaslav Other than for Good Reason

If Mr. Zaslav’s employment is terminated by us for “Cause” or by Mr. Zaslav other than for “Good Reason” (“Cause” and “Good Reason” have the meanings set forth below under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control – Defined Terms” on page 75), the Zaslav 2018 Employment Agreement entitles him to receive all accrued and unpaid salary, accrued and unpaid annual bonus for any completed year and accrued and unused vacation, in each case in a lump sum, and other vested benefits under our welfare and benefit plans, but all unvested or unexercised equity awards are forfeited. If such termination was effected by us for “Cause,” or by Mr. Zaslav before December 31, 2023 other than for “Good

Reason” (except within 30 days beginning on the 31^st day following a Change of Control, as described below) Mr. Zaslav forfeits all rights under his stock option, SAR and PRSU awards (regardless of whether all or any portion of the award is then vested or unvested).

Termination by Discovery Other than for Death, Disability or Cause; By Mr. Zaslav for Good Reason

If Mr. Zaslav’s employment is terminated by us other than for death, disability or “Cause” or by Mr. Zaslav for “Good Reason,” The Zaslav 2018 Employment Agreement entitles him to receive payments for the following:

(1) all accrued and unpaid salary, accrued and unpaid annual bonus for any completed year and accrued and unused vacation, in each case in a lump sum, and other vested benefits under our welfare and benefit plans;

(2) a prorated portion of Mr. Zaslav’s annual bonus, based on the portion of the calendar year during which Mr. Zaslav was employed, payable during the first quarter of the following year, in the ordinary course of our bonus payments and subject to achievement of the applicable performance metric;

(3) an amount equal toone-twelfth the average of Mr. Zaslav’s annualized base salary that Mr. Zaslav was earning in the calendar year of the termination and the immediately preceding calendar year, multiplied by 24, plusone-twelfth of the average of the annual bonus paid to Mr. Zaslav for the NEOs. Internal Revenueimmediately preceding two years, multiplied by 24, payable over the course of the 24 months following his termination or resignation consistent with our normal payroll practices (disregarding for this purpose any portion of the average annual bonus that exceeds $12 million);

(4) accelerated vesting and payment for all of his granted but unvested SARs;

(5) accelerated vesting for all of his outstanding PRSU awards, with the amount earned based on achievement of the performance metrics during the applicable performance period and the awards distributed as if Mr. Zaslav remained employed; and

(6) the payment of (i) coverage under our group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to former executives at Mr. Zaslav’s level in the Company generally, or (ii) Company-paid COBRA, subject to a change to instead use comparable cash payments if required for legal compliance.

In addition, Mr. Zaslav’s granted but unvested stock options will continue to vest in accordance with their original vesting schedule following termination of service.

Termination by Mr. Zaslav upon Change in Control

If Mr. Zaslav remains employed by us (or our successor) for 30 days following a Change in Control (where “Change in Control” has the meaning set forth below under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control – Defined Terms” on page 75), then then all outstanding and unvested equity awards will become fully vested as of the thirtieth day following the Change in Control and any outstanding and unvested PRSUs will be earned regardless of actual performance. In the event Mr. Zaslav is terminated (i) other than for Cause or for Good Reason within 60 days following a Change in Control, or (ii) he resigns voluntarily within the 30 calendar days commencing on the 31^st day following a Change in Control, then the outstanding PRUSs (for which the performance period has not expired) will become fully vested as of 30 days after the Change in Control, regardless of actual performance and the PRSUs will be distributed immediately to the extent permissible under Code Section 162(m) (“Section 162(m)”) generally limits409A, and he will be treated as though terminated without Cause for purposes of his other severance benefits. For more information regarding these payments, please see “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” beginning on page 66.

Termination upon Expiration of the tax deductibilityZaslav 2018 Employment Agreement

In the event of compensation paidthe termination of Mr. Zaslav’s employment upon the expiration of the Zaslav 2018 Employment Agreement on December 31, 2023, Mr. Zaslav is entitled to receive:

(1) all accrued and unpaid salary, accrued and unpaid annual bonus for any completed year and accrued and unused vacation, in each case in a lump sum, and other vested benefits under our welfare and benefit plans;

(2) the payment of (i) coverage under our group health benefits plan to the extent permitted by, a public companyand under the terms of, such plan and to its CEO and certain other highly compensated executive officersthe extent such benefits continue to $1 millionbe provided to former executives at Mr. Zaslav’s level in the yearCompany generally, or (ii) Company-paid COBRA, subject to a change to instead use comparable cash payments if required for legal compliance; and

(3) an amount equal to Mr. Zaslav’s annualized base salary in 2023, plus the compensation becomes taxable toaverage of the executive. There is an exception to this limit on deductibility for qualifying performance-based compensation.

Although we do not require all compensationannual bonus paid to executives to be deductible,Mr. Zaslav for the Committee considersimmediately preceding two years, payable over the impactcourse of deductibility under Section 162(m) when making decisions about the 12 months following his separation from service after the expiration of the Zaslav 2018 Employment Agreement consistent with our normal payroll practices (disregarding for this purpose any portion of the average annual bonus that exceeds $12 million).

Other NEO Employment Agreements

The table below summarizes the key provisions of the other NEO employment agreements.

NEO COMPENSATION IN 2019

Elements of 2019 Compensation

Total direct compensation for the NEOs in 2019 consisted of three basic components:

2019 NEO Accomplishments and forms of executive compensation. These considerations were a factor in determining the general long-term incentive program for our senior executivesCompensation

Our performance and the use of PRSU and SAR awards for our senior executives.

NEO Responsibilities and Accomplishments

Company performance and/or individual achievements play a strong role in many of the compensation decisions for our NEOs, as further described below. The Committee considered Discovery’s overall strong results,our operational accomplishments and solid financial performance in 2019, as well as each of the individual NEOs’ responsibilities and 20162019 accomplishments in making compensation decisions. We have summarized each NEO’s overall performance and accomplishments below.

Mr. Zaslav: Mr. Zaslav serves as CEO and reports directly to the Board. In 2016,2019, Mr. Zaslav led extraordinary operating accomplishments, as we reported increases in revenue, Adjusted OIBDA, adjusted earnings per share and free cash flow. He presided over the continued global expansion of the brands we acquired with the Scripps Networks acquisition and a number of other successful acquisitions and partnerships both in the U.S. and internationally. Mr. Zaslav continued to revolutionize the Company in achievingas we advanced our overall strong performance. In addition to operating performance, other significant accomplishments included expanding our TV Everywheredirect-to-consumer strategy and authenticated GO applications to provide US pay-television subscribers with live and on-demand access to many of our networks, forming and investing in Group Nine, a new digital content company into which we contributed our web native networks and negotiatedbetter positioned the right to take a majority interest in the new company in theenterprise for future delivering high quality, on-brand content across our domestic and international networks, increasing revenue through strong affiliate sales, and driving international growth.success.

Mr. Warren Wiedenfels: Until March 31, 2017, Mr. Warren wasWiedenfels is our CFO reportingand reports to our CEO. Mr. WarrenWiedenfels made solidstrong contributions in 2016, including2019, driving strong revenue, Adjusted OIBDA, earnings per share,exceptional financial performance that exceeded our internal metrics. He provided outstanding leadership over the continued integration of the Scripps Networks acquisition and achievement of

acquisition synergies. Mr. Wiedenfels also led the rigorous execution of the ongoing transformation efforts, which resulted in significant over-delivery of Adjusted Free Cash Flow results. Mr. Warren led our finance strategy, managed an effectiveand the reduction of costsour net debt to enable investment in growth, and the continued decrease of our effective tax rate. Mr. Warren also managed the transition to a new CFO.Adjusted OIBDA ratio.

Mr. Campbell: Mr. Campbell is our Chief Development, Distribution & Legal Officer and reports to our CEO. Mr. Campbell successfully led a number of significant acquisitions and other transactions and investmentspartnerships in 2016,2019, including the formationdissolution of the Group NineUKTV joint venture and related acquisition of stakes in key productionthe BBC natural history content and content companies in Latin America, andthe negotiation of an agreement withthe Magnolia joint venture. He was also a market-leading streaming platform in Europe.key member of the team that spearheaded the Amazon/Food Network Kitchen partnership. Mr. Campbell also led our Domestic Distribution division in 2016, with strong2019, negotiating key extensions and laying the groundwork for key affiliate renewals of key affiliates and increase in TV Everywhere penetration.2020. Mr. Campbell also provided outstanding legal support for the Company and leadership of business affairs, production management, and our internal studios.

Mr. Perrette: Mr. Perrette serves as CEO and President of Discovery Networks International and reports to our CEO. Mr. Perrette drove strong operating performance and long-term value in our international division in 2016, including negotiation of important affiliate renewals, expansion of international viewership2019, returning the business to record levels, and building ahigh single digit growth. Mr. Perrette drove robust operational planmanagement of his division, including increasing audience shares, driving new international distribution for distributionHGTV andFood Network and advancing the internationaldirect-to-consumer strategy. He also supported the launch of Food Network Kitchen, helping to align numerous cross-functional teams to successfully launch the Olympic Games in Europe beginning in 2018. In addition, Mr. Perrette was a key leader in the negotiation of strategic sports rights acquisitions and sublicenses in international markets.app.

Mr. Guagliardo Faricy: Mr. Guagliardo is our Chief Commercial Officer and reportsFaricy serves as CEO, GlobalDirect-to-Consumer, reporting to our CEO. Mr. Guagliardo delivered growthFaricy took significant steps in US advertising sales, restructured2019 to bolster the advertising sales team to integrate digitaltalent, improve the customer experience and linear sales, grew digital revenue, increased viewership ongrow our digital networks,Direct-to-Consumer business. He also launched the Food Network Kitchen app and led our licensingcompleted the Amazon/Food Network Kitchen partnership. In addition, Mr. Faricy also opened a new technology hub in Bellevue, Washington and commerce strategy. Mr. Guagliardo’s responsibilities were expandedsuccessfully launched a Discovery-owned technology platform in the fourth quarter of 2016 to oversee the digital business of ourmultiple markets and successfully migrated Eurosport network and he prepared a strategic plan for digital growth of that area of our business.

2016 Compensation DecisionsPlayer onto this platform.

The following chart summarizes the compensation decisions for 20162019 with respect to each NEO’s base salary, annual cash bonus and long-term incentive awards. Detailed discussion of the decisions made with respect to each element is contained in the discussionsdiscussion immediately below the chart.

Base Salary

Mr. Zaslav: Under the terms of Mr. Zaslav’s agreement,the Zaslav 2018 Employment Agreement, Mr. Zaslav’s base salary was set at $3 million for 2014 and remainsthroughout the same for the remainder of the six-year term of the agreement.agreement (through 2023). The employmentCommittee determined that it was appropriate to retain Mr. Zaslav’s base salary at the same level and to focus the compensation elements of the agreement on performance-based pay. This agreement is further described in “Executive Compensation—Executive Compensation Arrangements,” below.“NEO Employment Agreements” above.

Mr. Warren Wiedenfels: The Committee did not initially increaseincreased Mr. Warren’sWiedenfels’ base salary by 3% to $1,166,990 in the 2016 Annual Base Salary Review, due to Mr. Warren’s planned separation at the end of 2016. To support a smooth transition to our new CFO, who assumed the role in April 2017, we agreed with Mr. Warren to extend his transition to March 31, 2017, and agreed to implement a base salary increase, retroactive to the 20162019 Annual Base Salary Review. This recognized thatThe Committee based this decision on the CEO’s recommendation and Mr. Warren would be serving as our CFO for more than a year afterWiedenfels’ strong performance, with reference to the announcement of his transition and was intended to reward Mr. Warren’s performance and support for the transition to a new CFO. For more information about Mr. Warren’s employment agreement, please see “Executive Compensation—Executive Compensation Arrangements,” below.

actual payout for each NEO:NEO. Please refer to the “Estimated Future Payouts UnderNon-Equity Incentive Plan Awards” column of the 2019 Grants of Plan Based Awards Table on page 62 for more information regarding the range of 2019 payouts available to these NEOs and the“Non-Equity Incentive Plan Compensation” column of the 2019 Summary Compensation Table on page 59 for the actual amounts paid to them with respect to their 2019 awards.