UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 05/08/2019
Discovery, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34177
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| Delaware | | 35-2333914 |
| (State or other jurisdiction of | | (IRS Employer |
| incorporation) | | Identification No.) |
8403 Colesville Road
Silver Spring, Maryland 20910
(Address of principal executive offices, including zip code)
240-662-2000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
_
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 8, 2019, the 2019 Annual Meeting of Stockholders of Discovery, Inc. (the “Company”) was held at 455 Madison Avenue, New York, New York. The following are the results of the voting on the proposals submitted to stockholders at the Annual Meeting.
1. Stockholders elected each of the Company’s six nominees for director, three elected by the holders of shares of our Series A common stock and Series B common stock voting together as a single class, and three elected by the holders of shares of our Series A convertible preferred stock voting separately as a class, as set forth below:
Director Nominees Elected by Holders of Shares of Series A Common Stock and Series B Common Stock as Class II Directors
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| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Paul A. Gould | 110,605,132 | 75,652,067 | 15,908,821 |
| Kenneth W. Lowe | 111,616,448 | 74,640,751 | 15,908,821 |
| Daniel E. Sanchez | 143,822,071 | 42,435,128 | 15,908,821 |
Director Nominees Elected by Holders of Series A Convertible Preferred Stock
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| Name | Votes For | Votes Withheld | Broker Non-Votes |
| S. Decker Anstrom | 7,852,582 | 0 | 0 |
| Robert J. Miron | 7,852,582 | 0 | 0 |
| Steven A. Miron | 7,852,582 | 0 | 0 |
2. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019, as set forth below:
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| Votes For | Votes Against | Abstentions |
| 269,719,101 | 2,929,588 | 190,573 |
3. Stockholders did not approve, the Stockholder proposal regarding simple majority vote, as set forth below:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 91,372,199 | 165,263,089 | 295,153 | 15,908,821 |
4. Stockholders did not approve, the Stockholder proposal regarding disclosure of diversity and qualifications of Discovery, Inc. directors and director candidates, as set forth below:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 4,272,469 | 252,384,886 | 273,086 | 15,908,821 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | Discovery, Inc. |
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| Date: May 10, 2019 | | By: | | /s/ Bruce Campbell |
| | | | | | | Bruce Campbell |
| | | | | | | Chief Development, Distribution & Legal Officer |
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