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

A:    As of April 20, 2020, we had outstanding 160,019,717 shares of Series A common stock, with each of those shares being entitled to one vote, 6,512,378 shares of Series B common stock, with each of those shares being entitled to ten votes, and 340,161,506 shares of Series C common stock, which are not entitled to vote. We also had outstanding 7,852,582 and four-ninths (4/9ths) shares of SeriesA-1 preferred stock, with each of those shares being entitled to nine votes on all matters to be voted on at the 2020 Annual Meeting other than the election of directors, which is equal to the number of votes the holder of the SeriesA-1 preferred stock would have been entitled to cast had it converted its shares of SeriesA-1 preferred stock into shares of Series A 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 A-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 SeriesA-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 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 holder of our SeriesA-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 virtually or by proxy and entitled to vote on the election of directors, voting together as single class. The SeriesA-1 preferred stock directors will be elected if they receive the written consent or the affirmative vote of the holder of a majority of the outstanding shares of the SeriesA-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 SeriesA-1 preferred stock, voting as a single class, present virtually or by proxy and entitled to vote, is required to ratify Proposal 2.

Q:     What vote is required with regard to the Say on Pay vote?

A:    Stockholders are being asked to vote to approve on anon-binding advisory vote basis our 2019 named executive officer compensation. The affirmative vote of a majority of the outstanding Series A common stock, Series B common stock and SeriesA-1 preferred stock, voting as a single class, present virtually or by proxy and entitled to vote, is required to approve Proposal 3.

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

A:     If properly presented at the 2020 Annual Meeting, the affirmative vote of a majority of the combined voting power of the outstanding Series A common stock, Series B common stock and SeriesA-1 preferred stock, voting as a single class, present virtually or by proxy and entitled to vote, is required to approve 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 SeriesA-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 June 17, 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 atwww.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 and “AGAINST” Proposal 4.

While we encourage holders of Series A and Series B common stock and SeriesA-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 SeriesA-1 preferred stock at the 2020 Annual Meeting. All holders of Series A or Series B common stock or Series A-1 preferred stock, whether your shares are registered directly in your namenews assets with our transfer agent or held inleading nonfiction and international entertainment and sports businesses will create a

brokerage account by a bank or other nominee, may virtually attend the 2020 Annual Meeting and vote online, subject to compliance with the procedures described below. In order to vote online at the 2020 Annual Meeting, you will need the control number on your proxy card or 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,” in which case your shares will be treated as “brokernon-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 1) the advisory vote on namedOur talented executive officer compensation (Proposal 3) and the stockholder proposal (Proposal 4) are“non-discretionary items.” Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares may, in the discretion of the broker, bank or other nominee, be voted only on the 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 Proposals 1, 3 or 4.

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 virtually 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, 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 virtually 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,team, including the right to vote and ask questions through the virtual meeting platform.

Q:    How do I submitNEOs, played a question at the 2020 Annual Meeting?

A:    Stockholders may submit questions at the 2020 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 able to submit questions electronically via the 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 shareskey role in our 2021 success. More information on behalf of beneficial owners so that they may forward the materials to beneficial owners.

CORPORATE GOVERNANCE

Our corporate governance practices are established and monitored by our Board. The Board regularly assesses our governance policiesbusiness performance in light of legal requirements and governance best practices.

Corporate Governance Guidelines

Our corporate governance practices are embodied in a formal document that has been approved by our Board. The Discovery, Inc. Corporate Governance Guidelines (the “Guidelines”) are posted to the Investor Relations section of our corporate website athttps://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 updates them 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 our directors’ independence. In addition, the Board further considered certain 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, Daniel E. Sanchez, Susan M. Swain and J. David Wargo are independent directors.

In order to be considered 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. Swain and J. David Wargo are independent for purposes of Rule10A-3.

In order to be considered 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 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 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 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 an updated Code in January 2019. The Code is available, and any amendments or waivers that would be required to be disclosed under SEC rules are posted, to the Investor Relations section of our corporate website athttps://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

Audit Committee

The Board has established an Audit Committee, whose members are Messrs. Wargo (Chair) and Anstrom and Ms. Swain. The Board has determined that J. David Wargo is an “Audit Committee Financial Expert” as defined under SEC rules. The Board has adopted a written charter for the Audit Committee, which2021 is available in our 2021 Form 10-K, which accompanies this proxy statement.

2021 Executive Compensation Payouts

The Committee sets annual financial metrics that are used to determine the Investor Relations section of our corporate website athttps://corporate.discovery.com.

Pursuantcash bonuses awarded to the Audit Committee Charter, the Audit Committee reviews and monitors the corporate accounting andNEOs. The Incentive Compensation Plan (“ICP”) is calculated based solely on performance against financial reportingmeasures, and the internalannual cash bonus for the CEO and external audits of Discovery.CFO is based 50% on performance against financial measures, or quantitative goals, and 50% on qualitative goals determined without reference to our performance against financial targets. The Audit Committee’s functions include, among other things:

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

Compensation CommitteeContents

The Board has established a Compensation Committee, whose members are Messrs. R. Miron (Chair), Beck, Gould, and Lowe. The Compensation 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.

The Board has adopted a written charter for the Compensation Committee, which is available in the Investor Relations section of our corporate website athttps://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 2019 was an employee, of Discovery or any of its subsidiaries. None of Discovery’s executive officers serves or, during 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 our Compensation Committee.

Nominating and Corporate Governance Committee

The Board has established a Nominating and Corporate Governance Committee, whose members are Messrs. Gould (Chair), S. Miron and Wargo 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 in the Investor Relations section of our corporate website athttp://corporate.discovery.com.

Finance Committee

The Board has established a Finance Committee, whose members are Messrs. Bennett (Chair), S. Miron, Sanchez and Wargo. The Finance 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 risk management. The Board routinely 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 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 2019, there were nine meetings of the Board as whole, seven meetings of the Compensation Committee, seven meetings of the Audit Committee, two meetings of the Nominating and Corporate Governance Committee, twelve meetings of the Finance Committee and no meetings of the Executive Committee.

Director Attendance at Board and Annual Meetings

In 2019, each director of Discovery attended at least 75% of the aggregate number of Board and committee meetings 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 May 2019 annual meeting of 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, Inc., 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 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 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, Inc., 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 table shows the cash and equity compensation that was in effect in 2019.

service. Each director is required to reach the stock holding target within five years after joining the 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 2019, directors made their deferral elections before the end of 2018. Directors do not receive cash dividends on deferred RSUs. Messrs. Anstrom, Beck, Gould, Lowe, R. Miron, Sanchez and Wargo and Ms. Swain elected to defer the settlement of their RSU grants made in 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 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 per 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. Matching contributions under this program are included in the following 2019Non-Employee Director Summary Compensation Table under the “All Other Compensation” column.

The following table summarizes the 2019 compensation provided to all persons who served asnon-employee directors during the year.

2019Non-Employee Director Summary Compensation Table

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees for Election

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

Our Class IIIII directors, who are being nominated for reelection at the 20202022 Annual Meeting for a term that will expire in 2025, are Paul A. Gould, Kenneth W. Lowe and Daniel E. Sanchez.

Our Class III directors, who were reelected at the 2020 annual meeting of stockholders for a term that will expire in 2023, are Robert R. Bennett, John C. Malone and David M. Zaslav. Our Class III directors, who were reelected at the 20192021 annual meeting of stockholders for a term that will expire in 2022, are Paul A. Gould, Kenneth W. Lowe and Daniel E. Sanchez. Our Class I directors, who were reelected at the 2018 annual meeting for a term that will expire in 2021,2024, are Robert R. Beck, Susan M. Swain and J. David Wargo. Wargo and Robert L. Johnson.

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

Our Board also includes three preferred stock directors S. Decker Anstrom, Robert J. Miron and Steven A. Miron, whose termsbeing nominated for reelection at the 2022 Annual Meeting for a term that will expire at the 2020 Annual Meeting. 2023 annual meeting of stockholders are Robert J. Miron, Steven A. Miron and Susan M. Swain.

Holders of our SeriesA-1 convertible 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 disqualification or the election and qualification of their respective successors.

Six director nomineesCertain directors elected at the 2022 Annual Meeting of Stockholders and certain other incumbent directors may serve for a shortened term depending on the outcome of the WarnerMedia Transaction, described below, which we entered into in May 2021. The WarnerMedia Transaction will be executed through a Reverse Morris Trust type transaction, under which WarnerMedia shares will be distributed to AT&T’s shareholders via a pro rata distribution (i.e., a spin-off), and immediately thereafter, combined with a wholly-owned subsidiary of Discovery. The WarnerMedia Transaction is anticipated to close in the early part of the second quarter of 2022, after the 2022 Annual Meeting and subject to approval by the Company’s stockholders and customary closing conditions, including receipt of regulatory approvals. As of the date of this proxy statement, our stockholders have voted onto approve the matters submitted to them at the meeting.Special Meeting of Discovery Stockholders held on March 11, 2022 relating to the WarnerMedia Transaction.

Following the closing of the WarnerMedia transaction, the board of directors will consist of 13 directors, consisting of six designees from our board (“Discovery Designees”), including our Chief Executive Officer, and seven designees designated by AT&T (“AT&T Designees”). The post-transaction board will, upon the completion of the WarnerMedia Transaction, be classified into three classes: the Class I directors will initially include two Discovery Designees (David M. Zaslav and Robert R. Bennett) and two AT&T Designees, the Class II directors will initially include two Discovery Designees (John C. Malone and Paul A. Gould) and two AT&T Designees and the Class III director nomineesdirectors will initially include two Discovery Designees (Steven A. Miron and Steven O. Newhouse) and three AT&T Designees, one of whom will be voted uponthe Chair of the post-transaction Board. Members of our board that are not Discovery Designees will resign in connection with the closing of the WarnerMedia Transaction. The initial term of the Class I directors will expire immediately following the first annual meeting of stockholders after the completion of the WarnerMedia Transaction, the initial term of the Class II directors will expire immediately following the second annual meeting of stockholders after the completion of the transaction and the initial term of the Class III directors will expire immediately following the third annual meeting of stockholders after the completion of the WarnerMedia Transaction. Upon the expiration of the initial term of each class of directors, such class of directors will be elected by the holderscommon stockholders for a one-year term expiring immediately following each annual meeting 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 SeriesA-1 preferred stock voting separately as a class.stockholders.

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

The following tables present information, including age, term of office, andcommittee memberships, independence, business experience, qualifications, other public company directorships held in the past five years, and family relationships, for each person nominated for election as a Discovery director at the 20202022 Annual Meeting and for those directors whose terms of office will continue after the 20202022 Annual Meeting. Each member of our Board and each director nominee possesses skills and experience which makes him or her an important component of the Board as a whole. While consideration of the information presented below regarding each directordirector’s and director nominee’s specific experience, qualifications, attributes and skills led our Board to the conclusion that he or she should serve as a director, we also believe that all of our directors and director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Discovery and our Board. Except as disclosed below, there is no family relationship among any of Discovery’s executive officers or directors, by blood, marriage or adoption.

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

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Proposal 1: Election of Directors 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 IIIII Directors with Terms Expiring in 2023

Director Nominees for Election by Holders of SeriesA-1 Preferred Stock

Common Stock Directors:

Class I Directors with Terms Expiring in 2021

Class II Directors with Terms Expiring in 2022

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ExceptDirector Nominees for Steven A. Miron beingElection by Holders of Series A-1 Preferred Stock

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Directors with Terms Extending Beyond the 2022 Annual Meeting

Class III Directors with Terms Expiring in 2023

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Class I Directors with Terms Expiring in 2024

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Corporate Governance

Our corporate governance practices are established and monitored by our Board. Our Board regularly assesses our governance policies in light of legal requirements and governance best practices.

Corporate Governance Guidelines

Our corporate governance practices are embodied in a formal document that has been approved by our Board. The Discovery, Inc. Corporate Governance Guidelines, or the Guidelines, are posted to the Investor Relations section of our corporate website at ir.corporate.discovery.com. These Guidelines, which provide a framework for the conduct of our Board’s business, provide that:

Our Board periodically reviews the Guidelines and updates them 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.”

Board Leadership Structure

Discovery historically has separated the roles of Chief Executive Officer (“CEO”) and Board Chair in recognition of the differences between the two roles. Our CEO is responsible for setting Discovery’s strategic direction, providing leadership and driving the performance of the Company, while our 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 Board Chair, and Daniel E. Sanchezthe dynamic leadership of David M. Zaslav, our CEO, our Board feels that this structure continues to be appropriate for Discovery.

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 Global Select Market Rules (“Nasdaq 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.

Our Board considered the relationships and affiliations of each director to determine his or her independence. Our Board has affirmatively determined that each director and director nominee, other than Mr. Zaslav, is independent under the Nasdaq Rules and the Guidelines. Our Board specifically considered that the relationships and positions of certain directors with our large distributors, including Charter Communications, Inc., Liberty Global plc and Liberty Broadband Corporation, and concluded these relationships do not interfere with the directors’ independence.

The Nasdaq Rules impose additional requirements for members of key committees, requiring that, subject to specified exceptions,

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, 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. In order to be considered independent for purposes of Rule 5605(d)(2)(A) of the Nasdaq Rules, 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.

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Corporate Governance

In light of the Nasdaq Rules regarding committee service, our Board evaluated each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and determined each individual was an independent director pursuant to all applicable Nasdaq Rules and the Guidelines. In addition, each member of the Audit Committee also meets the additional standards for Audit Committee members established by the SEC in Rule 10A-3 of the Exchange Act, and each member of the Compensation Committee meets the additional standards in Rule 5605(d)(2)(A) of the Nasdaq Rules and also qualifies as a “Non-Employee Director” as defined in Rule 16b-3 of the Exchange Act.

Director Nomination Process

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 Series A-1 convertible preferred stockholders at our annual meeting of stockholders 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.

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of director nominees, the Nominating and Corporate Governance Committee considers the candidate’s ability to meet the independence standards established by the Nasdaq Rules and also applies the criteria set forth in our Guidelines. The Nominating and Corporate Governance Committee does not assign specific weights to any particular criteria and no particular criterion is a prerequisite for each prospective nominee. Under our Guidelines, a nominee:

The Guidelines also provide that directors shall be selected on the basis of talent and experience. 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 Board members represent diverse viewpoints and the value of diversity on the Board will be considered when evaluating nominees. Diversity of background, including diversity of gender, race, ethnic or geographic origin and age are factors that will be considered. Experience in business, government and education and in media, entertainment and other areas relevant to our activities are also factors in the selection process.

The Nominating and Corporate Governance Committee considers all nominations submitted by stockholders that meet the eligibility requirements outlined in our Bylaws. In accordance with our Bylaws, because the date of the 2022 Annual Meeting represents a change of more than 30 days from the anniversary of our 2021 Annual Meeting, stockholder nominations of candidates for election as directors at the 2022 Annual Meeting must be submitted in writing to the Corporate Secretary, Discovery, Inc., 230 Park Avenue South, New York, New York 10003, not later than the tenth day following the day on which public announcement of the date of the annual meeting is first made by the Company. The deadline for stockholder nominations of candidates for election as directors at the 2022 Annual Meeting was March 7, 2022. For information on what must be included in the written notice to nominate a candidate for election at the 2022 Annual Meeting of Stockholders, please see our Bylaws. For information on nominating a candidate for election at the 2023 Annual Meeting of Stockholders, please see “Submission of Stockholder Proposals for 2023 Annual Meeting” on page 90. 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.

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Corporate Governance

Evaluations of Board Performance

The Nominating and Corporate Governance Committee leads evaluations of Board and committee performance. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures. In 2021, the Nominating and Corporate Governance Committee facilitated a self-evaluation of the Board and each of its standing committees, with the results of these evaluations discussed with the full Board. The Board and its Committees also periodically review our key governance documents, including the Bylaws, Guidelines and each standing committee charter, and recommend changes as necessary or desirable.

Transactions with Related Persons

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 of Ethics, which apply to all directors, officers and employees of Discovery. Among other things, our 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. For purposes of our Guidelines, a “related person transaction” refers to any transaction which Discovery would be required to disclose pursuant to Item 404 of Regulation S-K.

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

In the ordinary course of business during 2021, we were a party to certain business transactions with institutions affiliated with members of our Board. Management believes, and the Nominating and Corporate Governance Committee concurred, 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. Those transactions that are required to be disclosed under rules promulgated by the SEC are described below.

As previously announced, in May 2021, we entered into an agreement with AT&T Inc. (“AT&T”) to combine our business with WarnerMedia, a premium entertainment, sports and news business, to create a standalone, global entertainment company (the “WarnerMedia Transaction”), and in connection with the WarnerMedia Transaction, Discovery, AT&T and Magallanes, Inc., a wholly owned subsidiary of AT&T (“Spinco”), entered into a voting agreement with Dr. Malone, who is a director of Discovery, and certain affiliates of Dr. Malone, who collectively hold approximately less than 1% of the issued and outstanding shares of our Series A common stock and approximately 91% of the issued and outstanding shares of our Series B common stock, which is approximately 20% of the aggregate voting power of the shares of our voting stock. The voting agreement with Dr. Malone, among other things, requires that Dr. Malone and his affiliates vote their shares in favor of (i) amending Discovery’s charter in connection with the WarnerMedia Transaction (the “Charter Amendment proposal”) and (ii) issuing shares of our common stock to Spinco stockholders in connection with the WarnerMedia Transaction (the “Share Issuance proposal”). This voting agreement with Dr. Malone was approved by the Board.

In addition, in connection with the WarnerMedia Transaction, Discovery, AT&T and Spinco entered into the following agreements:

The Advance/Newhouse voting agreement and consent agreement were reviewed and negotiated by an independent transaction committee, which was fully comprised of independent directors who were disinterested relative to Advance/Newhouse to negotiate certain matters relating to the WarnerMedia Transaction with Advance/Newhouse (the “Independent Transaction Committee”). The Independent Transaction Committee recommended, and the Board approved, the Advance/Newhouse voting agreement and consent agreement.

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Corporate Governance

Board Role in Risk Oversight

Our Board has an active role, as a whole and at the committee level, in overseeing risk management. Our Board routinely reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. Our 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. Our Audit Committee receives quarterly updates on our cybersecurity risks and readiness. Our Audit Committee also oversees management of financial reporting risks. Our Compensation Committee is responsible for overseeing the management of risks relating to our incentive compensation plans and arrangements. Our 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, our entire Board is regularly informed through committee reports and management presentations to the full Board about such risks.

ESG

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

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

Board Role in Human Capital Management

Our Board believes that effective talent development and human capital management are important to Discovery’s continued success. Our Board is no family relationship amonginvolved in leadership development and oversees succession planning. Our Board conducts at least one meeting each year at which the Board reviews the Company’s talent strategies, leadership pipeline and succession plans for key executive positions. Our Nominating and Corporate Governance Committee oversees the process of succession planning and our Compensation Committee implements programs to retain and motivate key talent.

Director Orientation and Continuing Education

All new directors participate in our director orientation program. This orientation program includes a thorough review of background material and meetings with senior management. The orientation allows new directors to become familiar with our business and strategic plans; significant financial matters; core values, including ethics, compliance programs and corporate governance practices; and other key policies and practices.

We encourage the participation of all Board members in continuing education programs, at the expense of the Company, that are relevant to the business and affairs of the Company and the fulfillment of the directors’ responsibilities as members of our Board and its committees.

Code of Ethics

We have a Code of Ethics (the “Code”) that is applicable to all of our directors, officers and employees. Our Board reviews the Code regularly and approved an updated Code in January 2019. The Code, and any amendments or waivers that would be required to be disclosed under SEC rules, are posted to the Investor Relations section of our corporate website at ir.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.”

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, Inc., 230 Park Avenue South, New York, New York 10003 or by email to CorporateSecretary@discovery.com. Our Corporate Secretary receives and processes all communications and will refer relevant and appropriate communications to our Board Chair. Depending upon the nature of the concern, it may be referred to our Corporate Audit Department, Legal Department or Finance Department, or other appropriate departments. Our Board will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate, with advice and assistance from the General Counsel.

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Board Meetings and Committees

Director Attendance at Board and Annual Meetings

Directors meet their responsibilities by preparing for and attending Board and committee meetings, and through communication with our Board Chair, our Chief Executive Officer and other members of management on matters affecting the Company. During 2021, our Board of Directors held 15 meetings. All directors who served on the Board during 2021 attended at least 90% of the scheduled Board meeting and meetings held by committees of which they were a member. Our Board encourages all members to attend each annual meeting of stockholders. All directors attended the 2021 Annual Meeting of Stockholders.

Board Committee Structure

Our Board has established three standing committees as of the record date: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. Each of these standing committees has a charter that is reviewed as necessary by that committee. Proposed changes to the charter of any of Discovery’s executive officersthese committees are approved by the Board. The committee charters are available in the corporate governance section of our website at ir.corporate.discovery.com.

Information regarding membership in the standing committees, the number of meetings held by each committee in 2021, the principal responsibilities of the standing committees, and other relevant information are described in the tables that follow. 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 blood, marriage or adoption.resolution of the Board, subject to applicable law.

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Description of Fees

(1)	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, 2022.

Audit Firm Fees and Services

The 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.

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Audit Matters

Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm Policy

The 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, the 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 the Audit Committee. In addition, anyAny engagement of Discovery’s independent registered public accounting firm for services other than thepre-approved services requires the specific approval of the Audit Committee. The Audit Committee has delegated the authority for the foregoing approvals to the chair of the Audit Committee,

subject to the subsequent disclosure to the entire Audit Committee of the granting of any such approval. All audit andnon-audit services provided by PwC in 20192021 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 COMMITTEEAudit Committee Report

Each member of the Audit Committee is an independent director as determined by the Board, based on the rules of the Nasdaq Stock MarketRules 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. A description of the responsibilities of the Audit Committee is set forth above under the caption “Corporate Governance—Committees of the Board—Board Committee Structure—Audit Committee.”

PwC, Discovery’s registered public accounting firm for 2019,2021, 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”) and the SEC.

The Audit Committee has received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB 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 that the audited financial statements be included in Discovery’s Annual Report onForm 10-K for the year ended December 31, 2019,2021, filed on February 27, 202024, 2022 with the SEC.

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

COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) analyzes and discusses our executive compensation programs and provides information about the compensation we paid to our CEO, Chief Financial Officer (“CFO”), and the three other most highly compensated executive officers duringwho were serving as executive officers at fiscal 2019year end (December 31, 2021) (collectively with the CEO and CFO, the “Named Executive 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 20192021 NEOs are:

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 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.

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

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. Approximately 93%92% of the CEO’s 20192021 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 stockholders and will motivate the NEOs to achieve the Company’sour business goals and strategies and increase stockholder value. The bulk of our CEO’s compensation is in the form of equity awards tied to Discovery’s stock performance. The current employment agreement with our CEO (described below under “NEO Employment Agreements—CEO Employment Agreement” beginning on page 34) provides37) provided for a large upfront award of stock options, which was madewere primarily granted in July 2018May 2021 at the time the agreement was executed.executed, with a follow-on grant made in January 2022. The stock option award to the CEO is divided into two separate groups, each with five separate grantstranches 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 CompanyDiscovery 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—2021—Annual Cash Bonus Awards,” beginning on page 41,44, and our long-term incentive compensation program is more fully described in “NEO Compensation in 2019—2021—Long-Term Incentive Compensation,” beginning on page 51.50.

Long-Term Employment Contracts

We believe that entering into fixed-term employment contracts with our senior executives provides management stability and helps ensure that we can access their services to drive our strategic objectives. When permitted by local law, these agreements also include customary restrictive covenants that protect our business from unfair competition after an executive separates from employment. Each of our NEOs was subject to a fixed-term employment contract during 2019.2021. Each of these agreements includes a number of provisions related to components of compensation during the term of the agreement, as further detailed below under “NEO Employment Agreements,” beginning on page 34.

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 all seven Committee meetings held in 2019. Croner assisted the Committee by providing the following services, among others: