Attached files
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| EX-3.2 - TWX BY-LAWS AS AMENDED THROUGH MAY 20 2011 - WARNER MEDIA, LLC | ex32_bylaws-amended.htm |
| EX-3.1 - CERTIFICATE OF AMENDMENT TO TWX RESTATED CERTIFICATE OF INCORPORATION - WARNER MEDIA, LLC | ex31_certificateofamendment.htm |
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): May 20, 2011
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-15062
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13-4099534
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer
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Incorporation)
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Identification No.)
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One Time Warner Center, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
212-484-8000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2 below):
[ ] 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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Amendment to Restated Certificate of Incorporation
On May 24, 2011, Time Warner Inc. (the “Company”) filed with the Secretary of State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”), which became effective upon filing. The Amendment, which was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on May 20, 2011 (the “Annual Meeting”), removed the remaining provisions of the Restated Certificate of Incorporation that provided for stockholder action by more than a simple majority vote (i.e., a majority of the votes cast) other than for actions for which Delaware corporation law requires a different vote standard. The Amendment is described in the Company’s definitive Proxy Statement dated April 8, 2011 (the “2011 Proxy Statement”) under the caption “Company Proposals – Proposal 5: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Remove Absolute Majority Vote Provisions,” and such description is incorporated herein by reference. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Amendment to By-laws
In December 2010, the Company’s Board of Directors approved an amendment to the By-laws of the Company to change the required vote of the stockholders to amend the By-laws to a simple majority vote from an absolute majority standard, subject to and effective upon the approval by the Company’s stockholders of the Amendment described above. The amendment to the By-laws therefore became effective on May 20, 2011 upon the stockholders’ approval of the Amendment. The By-laws, as amended, are filed as Exhibit 3.2 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final results of voting on each of the matters submitted to a vote of security holders at the Annual Meeting are as follows.
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For
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Against
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Abstentions
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Broker
Non-Votes
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1.
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Election of Directors:
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James L. Barksdale
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866,821,948 | 9,021,951 | 368,298 | 75,110,140 | |||||||||||||
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William P. Barr
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849,894,260 | 25,933,824 | 384,113 | 75,110,140 | |||||||||||||
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Jeffrey L. Bewkes
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851,983,955 | 23,824,269 | 403,973 | 75,110,140 | |||||||||||||
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Stephen F. Bollenbach
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848,449,083 | 27,379,990 | 383,124 | 75,110,140 | |||||||||||||
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Frank J. Caufield
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843,858,244 | 31,975,018 | 378,935 | 75,110,140 | |||||||||||||
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Robert C. Clark
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817,731,795 | 58,085,418 | 394,984 | 75,110,140 | |||||||||||||
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Mathias Döpfner
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841,148,131 | 34,674,107 | 389,959 | 75,110,140 | |||||||||||||
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Jessica P. Einhorn
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867,292,100 | 8,564,875 | 355,222 | 75,110,140 | |||||||||||||
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Fred Hassan
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868,002,327 | 7,837,491 | 372,379 | 75,110,140 | |||||||||||||
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Michael A. Miles
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773,578,196 | 102,199,134 | 434,867 | 75,110,140 | |||||||||||||
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Kenneth J. Novack
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790,429,705 | 85,391,345 | 391,147 | 75,110,140 | |||||||||||||
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Paul D. Wachter
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865,267,460 | 10,326,012 | 618,725 | 75,110,140 | |||||||||||||||
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Deborah C. Wright
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854,811,341 | 21,036,516 | 364,340 | 75,110,140 | |||||||||||||
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Under the Company’s By-laws, each of the directors was elected, having received “for” votes from a majority of the votes duly cast by the holders of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), with respect to such director.
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For
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Against
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Abstentions
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2.
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Ratification of Ernst & Young LLP as independent auditors
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942,896,348 | 7,816,819 | 609,170 |
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The selection of Ernst & Young LLP was ratified, having received “for” votes from a majority of the votes duly cast by the holders of Common Stock.
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For
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Against
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Abstentions
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Broker
Non-Votes
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3.
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Advisory vote on executive compensation
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673,908,349 | 196,175,568 | 6,128,280 | 75,110,140 | ||||||||||||
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The proposal was approved, on an advisory basis, having received “for” votes from a majority of the votes duly cast by the holders of Common Stock.
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Three Years
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Two Years
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One Year
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Abstentions
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Broker
Non-Votes
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4.
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Advisory vote on the frequency of holding an advisory vote on executive compensation
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274,181,232 | 2,031,540 | 594,535,323 |
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5,463,902 | 75,110,340 | ||||||||||
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The option of every one year as the frequency with which stockholders are provided an advisory vote on executive compensation was preferred by the Company’s stockholders, having received the vote of a
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majority of the votes duly cast by the holders of Common Stock.
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For
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Against
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Abstentions
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5.
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Approval of an amendment to the Company’s Restated Certificate of Incorporation to remove absolute majority vote provisions
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939,699,300 | 9,791,582 | 1,831,455 | |||||||||||||
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Under the Company’s Restated Certificate of Incorporation and the Delaware General Corporation Law, the Amendment was approved, having received “for” votes from a majority of the outstanding shares of Common Stock.
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For
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Against
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Abstentions
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Broker
Non-Votes
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6.
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Stockholder proposal regarding shareholder action by written consent
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434,078,647 | 439,991,983 | 2,141,567 | 75,110,140 | |||||||||||||
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Under the Company’s By-laws, the proposal failed, having received “for” votes from less than a majority of the votes duly cast by the holders of Common Stock.
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Item 9.01 Financial Statements and Exhibits.
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Exhibit
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Description
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3.1
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Certificate of Amendment, dated May 24, 2011, to Time Warner Inc. Restated Certificate of Incorporation, filed with the Secretary of State of Delaware and effective on May 24, 2011.
By-laws of the Company, as amended through May 20, 2011.
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3.2
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SIGNATURE
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.
TIME WARNER INC.
By: /s/ John K. Martin, Jr.
Name: John K. Martin, Jr.
Title: Chief Financial & Administrative Officer
Date: May 25, 2011
EXHIBIT INDEX
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Exhibit
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Description
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3.1
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Certificate of Amendment, dated May 24, 2011, to Time Warner Inc. Restated Certificate of Incorporation, filed with the Secretary of State of Delaware and effective on May 24, 2011.
By-laws of the Company, as amended through May 20, 2011.
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3.2
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