WBD 8-K
Warner Bros. Discovery, Inc. (WBD)
8-K
2025-01-14
For: 2025-01-08
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Added on
April 09, 2026
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): January 8, 2025
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34177
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 8, 2025, the Board of Directors (the “Board”) of Warner Bros. Discovery, Inc. (the “Company”) adopted a resolution to increase the size of the Board to thirteen directors, as permitted under the Company’s Second Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws.
Following the increase in the size of the Board and the previously disclosed departure of Li Haslett Chen, in accordance with the procedures set forth in the Company's Second Restated Certificate of Incorporation, on January 8, 2025, the Board elected Anthony J. Noto and Joseph Levin to the Board. Mr. Noto’s election was effective as of January 8, 2025 and Mr. Levin’s election will be effective as of February 1, 2025. Mr. Noto’s and Mr. Levin’s initial terms will run until the Company’s 2025 Annual Meeting of Stockholders, where it is expected that they will each stand for election by the Company’s stockholders. The Board determined, after considering all of the facts and circumstances, that Mr. Noto and Mr. Levin are each an "independent director" as defined by the NASDAQ listing rules.
Mr. Noto has served as Chief Executive Officer and a director of SoFi Technologies, Inc. (or its predecessor, Social Finance, Inc.) (“SoFi”) since 2018. Prior to SoFi, he served at Twitter, Inc. as its Chief Operations Officer from 2016 to 2018 and its Chief Financial Officer from 2014 to 2017. Prior to Twitter, Inc., he was a partner and Co-Head of Global Technology, Media and Telecom Investment Banking at Goldman Sachs & Co, and Chief Financial Officer of the National Football League from 2008 to 2010. Mr. Noto brings demonstrated experience leading innovative technology companies in significant and strategic acquisitions and a deep understanding of the media, technology, and internet industries.
Mr. Levin has served as Chief Executive Officer and a director of IAC Inc. (“IAC”) since 2015. He joined IAC in 2003 and has held several key positions throughout his tenure contributing to IAC’s growth and strategic direction, including chief executive officer of IAC’s Search & Applications segment, chief executive officer of Vimeo, and chief executive officer of Angi, Inc. (“Angi”). Upon the earlier of the completion of the announced separation of Angi from IAC and May 31, 2025, Mr. Levin will cease to serve as Chief Executive Officer and director of IAC, and will become the Executive Chairman of Angi and an advisor to IAC. Mr. Levin brings demonstrated experience adapting to a changing digital landscape and expertise regarding mergers, acquisitions, investments and other strategic transactions.
No arrangements exist between either Mr. Noto or Mr. Levin and any other person pursuant to which they were selected as directors. Except as otherwise described in this paragraph, there are no transactions in which Mr. Noto or Mr. Levin has an interest requiring disclosure under Item 404(a) of SEC Regulation S-K. The Company has had and continues to have a commercial business relationship with SoFi, pursuant to which SoFi from time to time purchases advertising on the Company’s platforms, on customary rates and terms. During 2024, the Company received approximately $20 million in revenue from SoFi. The Company has had and continues to have a commercial business relationship with Angi, pursuant to which Angi from time to time purchases advertising on the Company’s platforms, on customary rates and terms. For an interim period ending on April 30, 2024, Mr. Levin served as the chief executive officer of Angi. During that period, the Company received approximately $1.8 million in revenue from Angi.
Each of Mr. Noto and Mr. Levin will be compensated for his services on the Company’s Board pursuant to the compensation program for non-employee directors described in the Company’s proxy statement dated April 19, 2024 for the Company’s 2024 annual meeting of stockholders, except that the stock retainers granted in 2025 will be $240,000 and the cash retainers will be $105,000, in accordance with
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the changes implemented by the Board to the compensation program for all non-employee directors following the Company’s 2024 annual meeting of stockholders.
Item 7.01. Regulation FD Disclosure
On January 14, 2025, the Company issued a press release announcing Mr. Noto and Mr. Levin’s appointments to the Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 99.1 | |||||
| 101 | Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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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.
| Warner Bros. Discovery, Inc. | ||||||||||||||||||||
Date: January 14, 2025 | By: | /s/ Tara L. Smith | ||||||||||||||||||
Tara L. Smith | ||||||||||||||||||||
| Executive Vice President and Corporate Secretary | ||||||||||||||||||||
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Anthony Noto and Joey Levin to Join Warner Bros. Discovery, Inc. Board of Directors New York – January 14, 2025 – Warner Bros. Discovery, Inc. (the “Company”) (Nasdaq: WBD) today announced that Anthony Noto and Joey Levin have been appointed to the Company’s Board of Directors. Noto joined the Board as of January 8, 2025, and Levin will join the Board on February 1, 2025, and both will stand for election by the Company’s stockholders at the 2025 Annual Meeting of Stockholders. Their appointments follow a comprehensive search process led by the Nominating and Corporate Governance Committee that was aided by a leading independent search firm. Following these appointments, the Board will be composed of 13 directors, 12 of whom are independent. “We are pleased to welcome two seasoned executives who will bring valuable insights and expertise to the Board,” said David Zaslav, President and Chief Executive Officer of Warner Bros. Discovery. “Both Anthony and Joey are accomplished leaders with considerable experience in relevant industries and exceptional track records of driving growth, innovation and shareholder value. I look forward to working closely with them as we continue to deliver on key strategic and operational objectives to realize the full potential of Warner Bros. Discovery.” “Today’s announcement reinforces Warner Bros. Discovery’s commitment to continuing to enhance our Board with best-in-class leaders, bringing a broad range of experience to our board,” said Samuel A. Di Piazza, Jr., Chair of the Board of Warner Bros. Discovery. “We are confident that Anthony and Joey will bring fresh ideas and important perspectives to our Board as we continue to evaluate all avenues to deliver significant shareholder value.” Noto brings over two decades of senior leadership experience, extensive media, technology, and internet expertise and transaction experience to the Board. He serves as Chief Executive Officer of SoFi Technologies, Inc., a member-centric, one-stop shop for digital financial services with a strong track record of product innovation and performance. Prior to his tenure at SoFi, Noto spent four years in executive roles with Twitter, first as Chief Financial Officer and then as Chief Operating Officer. He previously served as Co-Head of Global TMT Investment Banking at Goldman Sachs and as Chief Financial Officer of the National Football League from 2008 to 2010. Levin brings over 20 years of mergers and acquisitions, strategy, and senior leadership experience to the Board, with a deep background in digital media and commerce. He has served as Chief Executive Officer of IAC since 2015 and previously served in roles of escalating seniority across IAC’s mergers & acquisitions group, operations, and business management teams during his more than two-decade career with the company. Over the course of his tenure at IAC, Levin has overseen the constant evolution of the company, expanding through organic growth and acquisitions, and a number of spin-offs, including the initial IPO and subsequent spin-off of Match Group and the private financing and subsequent spin-off of Vimeo. ###
About Warner Bros. Discovery Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Forward-Looking Statements Information set forth in this communication contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. The Company’s actual results could differ materially from those stated or implied due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Company's filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. Forward-looking statements include, without limitation, statements regarding future financial and operating results, the Company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Warner Bros. Discovery expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Contact Media Investor Relations Robert Gibbs Andrew Slabin (347) 268-3017 (212) 548-5544 [email protected] [email protected] Megan Klein Peter Lee (310) 210-5018 (212) 548-5907 [email protected] [email protected] Source: Warner Bros. Discovery, Inc.