TIME WARNER INC. FORM 8-K. (Current report filing) Filed 11/09/07 for the Period Ending 11/05/07

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1 TIME WARNER INC. FORM 8-K (Current report filing) Filed 11/09/07 for the Period Ending 11/05/07 Address ONE TIME WARNER CENTER NEW YORK, NY Telephone CIK Symbol TWX SIC Code Computer Programming, Data Processing, And Fiscal Year 12/31 Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C 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): November 5, 2007 TIME WARNER INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) One Time Warner Center, New York, New York (Address of Principal Executive Offices) (Zip Code) (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 ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2 (b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4 (c))

3 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 5, 2007, the Board of Directors of Time Warner Inc., a Delaware corporation (the Company or Time Warner ), approved changes to the Company s senior management team. These changes were announced in press releases issued on November 5, 2007 and November 6, 2007, which are attached hereto as Exhibits 99.1 and 99.2, and are described below. On November 5, 2007, the Company announced that Richard D. Parsons, its Chairman and Chief Executive Officer, will step down from his position as Chief Executive Officer of the Company effective December 31, Mr. Parsons will continue to serve as Chairman of the Board of Directors of the Company. The Company also announced that Jeffrey L. Bewkes, age 55, who has served as President and Chief Operating Officer of the Company since January 2006, has been elected President and Chief Executive Officer effective January 1, Prior to becoming President and Chief Operating Officer, Mr. Bewkes was the Chairman, Entertainment & Networks Group of the Company since Prior to that, Mr. Bewkes served as Chairman and Chief Executive Officer of the Home Box Office division of the Company from May 1995, having served as its President and Chief Operating Officer for the preceding five years. Mr. Bewkes has been a member of the Board of Directors of the Company since January On November 6, 2007, the Company announced that Wayne H. Pace will retire from his position as Executive Vice President and Chief Financial Officer of the Company effective December 31, In accordance with the terms of his employment agreement, Mr. Pace will become a part-time employee of the Company and provide advisory services from January 1, 2008 through December 31, 2009, at an annual salary of $1 million. The Company also announced that John K. Martin, age 40, has been elected Executive Vice President and Chief Financial Officer effective January 1, 2008, making him the Company s principal financial officer as of such date. Mr. Martin has served as Executive Vice President and Chief Financial Officer of Time Warner Cable Inc., a Delaware corporation ( TWC ) and a majority-owned subsidiary of the Company, since August Prior to joining TWC, Mr. Martin spent nearly 12 years with Time Warner, where he most recently served as Senior Vice President of Investor Relations. Mr. Martin was Director in the Equity Research group of ABN AMRO Securities LLC from 2000 to 2002, immediately before re-joining Time Warner as head of its Investor Relations unit. On November 5, 2007, the Compensation and Human Development Committee of the Board of Directors of the Company (the Compensation Committee ) approved the terms of compensation for Messrs. Parsons, Bewkes and Martin in their new roles, which, in the case of each executive, will be effective January 1, 2008 and will replace his current compensation terms. Richard Parsons The Compensation Committee approved entering into a new employment agreement with Mr. Parsons with a term ending December 31, 2008 and compensation for Mr. Parsons in his role as Chairman of the Board of Directors consisting of minimum annual salary of $1.5 million, a discretionary cash bonus with a target amount of $2.9 million, and long-term incentive compensation comprising stock options and restricted stock units with a target value of $3.2 million. Jeffrey Bewkes The Compensation Committee approved entering into a new five-year employment agreement with Mr. Bewkes with a term ending December 31, 2012 and compensation for Mr. Bewkes in his new role of President and Chief Executive Officer consisting of (a) minimum annual salary of $1.75 million, with such amount to be increased to $2.0 million if Mr. Bewkes is elected Chairman of the Board of Directors; (b) an annual discretionary cash bonus with a target amount of $8.5 million beginning in 2008; and (c) annual long-term incentive compensation with a target value of $8.5 million. For 2008, Mr. Bewkes long-term incentive compensation will be in the form of options to purchase Time Warner common stock, par value $0.01 per share (the Common Stock ). Thereafter, Mr. Bewkes annual long-term incentive compensation may include stock options, restricted stock units, performance stock units or other long-term incentive awards.

4 In addition, the Compensation Committee approved a grant of 950,000 options to purchase shares of Time Warner Common Stock (the Upfront Options ) following the execution of Mr. Bewkes employment agreement and the award of 250,000 target performance stock units (the Upfront PSUs ) in January The Upfront PSUs will be paid out in a number of shares of Common Stock determined based on the Company s total stockholder return ( TSR ) relative to the TSR of other companies in the S&P 500 index over a five-year performance period beginning January 1, Depending on the Company s TSR ranking relative to the TSR of the other companies in the S&P 500 index, Mr. Bewkes will receive between 0% and 200% of his target award following the five-year performance period (with a 0% payout if the Company s TSR ranking is below the 25 th percentile and a 200% payout if the Company s TSR ranking is at the 100 th percentile) based on the Company s highest relative TSR at the end of the third, fourth or fifth year of the performance period. If Mr. Bewkes is not elected Chairman of the Board of Directors of the Company by January 1, 2009, Mr. Bewkes may elect to resign his employment, in which case he would be eligible to retire and receive compensation earned to the effective date of the retirement, but he would not be eligible for severance. In addition, in this case, Mr. Bewkes would not be subject to his covenant not to compete (as described below). Upon retirement, the vesting of the Upfront Options would cease (pro-rated to the effective date of retirement) and the Upfront PSU grant would be paid out (pro-rated to the effective date of retirement or December 31, 2008 if Mr. Bewkes elects to resign because he is not elected Chairman of the Board by January 1, 2009) using a calculation based on the Company s best cumulative year-end performance to date, including the year of Mr. Bewkes retirement (or December 31, 2008 if Mr. Bewkes elects to resign because he was not elected Chairman of the Board). For all other equity awards made during the term of Mr. Bewkes agreement, there would be an acceleration of vesting, except that any performance stock units granted would remain outstanding through the applicable performance period and be paid out based on the Company s performance, with no pro-ration based on the date of Mr. Bewkes retirement. In the event of a termination of Mr. Bewkes employment by the Company without cause, subject to a release of claims, Mr. Bewkes will receive two years annual salary and annual cash bonus calculated as the average of the two highest bonuses paid while Mr. Bewkes was Chief Executive Officer. If two cash bonuses have not been paid to Mr. Bewkes in such role, Mr. Bewkes would receive his target bonus. In addition, the vesting of the Upfront Options would cease on the effective date of termination and only a pro-rated number of the next installment would vest based on the effective date of termination. The Upfront PSU grant (pro-rated to the effective date of termination) would be paid out using a calculation based on the Company s best cumulative year-end performance from the beginning of the performance period, including the year of termination. For all other equity awards made during the term of Mr. Bewkes new employment agreement, there would be an acceleration of vesting of stock options and restricted stock units in accordance with the standard terms of such awards granted to employees and any performance stock units granted would remain outstanding through the applicable performance period and be paid out based on the Company s performance, with no pro-ration based on the date of Mr. Bewkes termination. Mr. Bewkes is also restricted from competing with the Company by providing services to, serving in any capacity for or owning certain interests in competitors of the Company while he is employed by the Company and for a period that is the shorter of the term of the agreement or one year following the termination of his employment. John Martin The Compensation Committee approved entering into an employment agreement with Mr. Martin with a term ending December 31, 2010 and compensation for Mr. Martin consisting of (a) minimum annual salary of $1.0 million; (b) annual discretionary cash bonus with a target amount of $2.0 million and (c) annual long-term incentive compensation with a target value of $3.0 million, which may include stock options, restricted stock units, performance stock units or other long-term incentive awards. In addition, in recognition of compensation awards that Mr. Martin will cancel or forfeit in connection with leaving TWC, including TWC stock options and restricted stock units and a cash long-term incentive plan with aggregate target value of approximately $1.55 million, the Company will grant Mr. Martin a make-whole award of 81,300 options to purchase Time Warner Common Stock and 65,810 restricted stock units (the Upfront RSUs ) in January 2008.

5 In the event of a termination of Mr. Martin s employment by the Company without cause, subject to a release of claims, Mr. Martin would receive his salary plus a cash bonus until the later of the remainder of the term of the employment agreement or for two years. The bonus will be calculated as the average of the two highest bonuses paid while Mr. Martin was Chief Financial Officer; provided, however, if only one annual cash bonus has been paid to Mr. Martin in such role, Mr. Martin would receive the average of such bonus and his target bonus. If no annual cash bonus has been paid to Mr. Martin in such role, Mr. Martin would receive his target bonus. In addition, all options granted to Mr. Martin since February 1, 2002 (the Term Options ) would continue to vest during the severance period and, if Mr. Martin commences employment with a for-profit entity prior to the end of the severance period, unvested options that would have vested on or before the later of the term of the agreement or the severance date will vest. All vested Term Options would remain exercisable for a period of three years after the severance period or the date Mr. Martin commences employment elsewhere, if earlier (but in no event beyond the original term of the options). In addition, the number of Upfront RSUs that would vest through the end of the severance period would vest on the effective date of a termination of employment without cause. Mr. Martin is also restricted from competing with the Company by providing services to, serving in any capacity for or owning certain interests in competitors of the Company while he is employed by the Company for a period of one year following the termination of his employment. Item 9.01 Financial Statements and Exhibits. Exhibit Description 99.1 Press release, dated November 5, 2007, issued by Time Warner Inc. ( Time Warner ) Press release, dated November 6, 2007, issued by Time Warner.

6 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/ Jeffrey L. Bewkes Name: Jeffrey L. Bewkes Title: President and Chief Operating Officer Date: November 9, 2007

7 EXHIBIT INDEX Exhibit Description 99.1 Press release, dated November 5, 2007, issued by Time Warner Inc. ( Time Warner ) Press release, dated November 6, 2007, issued by Time Warner.

8 Exhibit 99.1 For Immediate Release: Time Warner Names Jeffrey L. Bewkes Chief Executive Officer, Succeeding Richard D. Parsons Who Remains Chairman New York, New York, November 5, Time Warner Inc. (NYSE:TWX) today announced that its Board of Directors has elected Jeffrey L. Bewkes as Chief Executive Officer of Time Warner Inc., effective January 1, Mr. Bewkes currently serves as President and Chief Operating Officer, and he will retain the title of President. Mr. Bewkes will succeed Richard D. Parsons as CEO, and Mr. Parsons will remain as Chairman of the Board. Dick Parsons has done an outstanding job during his tenure as Chief Executive Officer, said Robert C. Clark, Chairman of the Nominating and Governance Committee, on behalf of the Board. The Board is grateful for Dick s exceptional leadership in turning this Company around and putting it on a solid foundation for the future. We look forward to working with Jeff Bewkes as he assumes the leadership of Time Warner going forward. Mr. Clark continued: Today s decision is the culmination of a thoughtful and disciplined process that began in early 2006, when Dick Parsons initially approached the Board to discuss the timetable for the CEO succession. The Board is delighted that Jeff Bewkes will be the next CEO and that Dick Parsons will continue to serve as Chairman of the Board. Jeff is the right person to be the next CEO of Time Warner, and I couldn t be more delighted that he will lead this Company into the future, Mr. Parsons said. Jeff is a wellrespected business executive both inside and outside the Company. His results-oriented management style and deep industry knowledge will be invaluable as he drives growth at Time Warner. Throughout his career, Jeff has demonstrated the capacity to generate industryleading performances at our businesses, whether measured in terms of financial, operational or creative successes. We have had a terrific working partnership, and I am proud of what we accomplished together. As he leads Time Warner, Jeff will have my full support, and I am confident that Jeff will deliver a new era of growth for all of our Company s important stakeholders. I am honored to become the CEO of Time Warner and to follow a leader like Dick Parsons, said Mr. Bewkes. I welcome this opportunity to work with my colleagues and the Board to lead this Company successfully into the future. We have a lot to do, and I m intensely focused on building shareholder value. Everyone at Time Warner owes Dick a debt of gratitude for his leadership as CEO over the last five years. Dick accomplished much to restore Time Warner s stature as the world s leading media and entertainment company, and he put into place the foundation and flexibility for our future growth. I have been privileged to work with Dick over these many years, and I look forward to benefiting from our close relationship as he continues to serve as Chairman of the Board. Jeffrey L. Bewkes Background Before his latest appointment, Mr. Bewkes had been serving as President and Chief Operating Officer of Time Warner Inc. since 2006 and was elected to the Company s Board of Directors earlier this year. In that position, he oversaw operations at Time Inc., HBO, Turner Broadcasting, Warner Bros., New Line Cinema, Time Warner Cable and AOL. From 2002 through 2005, Mr. Bewkes was Chairman of Time Warner s entertainment and networks group.

9 Previously, Mr. Bewkes had been Chief Executive Officer of Home Box Office for seven years, where he was responsible for the overall management of the world's largest premium television company. Under his leadership, HBO became the world's most profitable TV network, while securing its reputation for critically acclaimed original programming, movies, documentaries, concerts and sports, as well as leadership in new technologies such as HBO On Demand. Prior to that appointment, Mr. Bewkes served as HBO s President and Chief Operating Officer from 1991 to 1995 and its Chief Financial Officer for the preceding five years. Before joining HBO, Mr. Bewkes worked for two years as an account officer for Citibank, NA, in New York. Mr. Bewkes serves on the Board of Trustees for Yale University and the Museum of the Moving Image, and on the advisory boards for Stanford Graduate School of Business, Yale School of Management, the American Museum of Natural History, The Creative Coalition, and the Museum of Television and Radio. Mr. Bewkes has a BA degree from Yale University and an MBA degree from Stanford Graduate School of Business. About Time Warner Inc. Time Warner Inc. is a leading media and entertainment company, whose businesses include interactive services, cable systems, filmed entertainment, television networks and publishing. Contacts: Corporate Communications Edward Adler (212) Keith Cocozza (212) # # #

10 For Immediate Release: Exhibit 99.2 Time Warner Names John K. Martin Chief Financial Officer, Succeeding the Retiring Wayne H. Pace NEW YORK, November 6, 2007 Time Warner Inc. (NYSE:TWX) today announced the appointment of John K. Martin as Executive Vice President and Chief Financial Officer of Time Warner Inc., effective January 1, Currently serving as Executive Vice President, Chief Financial Officer of Time Warner Cable Inc., Mr. Martin will succeed Wayne H. Pace, who has announced his intention to retire at the end of this year. John and I share an appreciation for how a CFO can help shape a company to generate incremental value for shareholders, said Jeff Bewkes, Time Warner s President and CEOdesignate. John brings an invaluable combination of skills, experience and judgment to his new position. In addition to his top-notch financial expertise and many accomplishments at Time Warner, John s enormous energy, determination and integrity have earned him great respect across our company and throughout the investment community. I look forward to working closely with John as we continue to navigate our way through a rapidly changing environment. Mr. Martin said: I take great pride in my years at Time Warner and Time Warner Cable, and I m gratified for this opportunity to work with Jeff and his senior management team to help lead this company. We re all committed to moving Time Warner forward and ready to do what s required to realize Time Warner s full potential and value for our shareholders. Richard D. Parsons, Chairman and CEO, said: With Jeff and the rest of us at Time Warner, I thank Wayne Pace for his many important contributions over the past six years and wish him all the best during his well-deserved retirement. Wayne s integrity, judgment and financial acumen played a critical role in stabilizing the company, strengthening our balance sheet and tightening the company s financial discipline. I have every confidence that John Martin, with whom I have worked for many years, will be a worthy successor to Wayne. John exemplifies the qualities and talents of a world-class CFO, and I am delighted with his appointment to this vital position. Mr. Pace said: It has been a great honor to serve as Time Warner s CFO for the past six years. With its future in good hands, this company is well-positioned to take advantage of its future opportunities. I thank my colleagues for making these years at Time Warner so memorable, and I leave very proud of what we accomplished together.

11 Background on Mr. Martin Prior to joining Time Warner Cable Inc. as Executive Vice President, Chief Financial Officer in August of 2005, where he was responsible for all areas of finance, accounting and treasury, Mr. Martin spent nearly 12 years with Time Warner, where he served, among other positions, as Senior Vice President, Investor Relations. Mr. Martin was Director in the Equity Research group of ABN AMRO Securities LLC from 2000 to 2002, immediately before re-joining Time Warner Inc. as head of its Investor Relations unit. He held the position of Vice President of Investor Relations at Time Warner Inc. from 1999 to Earlier, Mr. Martin served as Director in the Office of the President at Time Warner, where he provided financial advice to the company and Mr. Parsons. Mr. Martin also served as Director of Finance Special Projects, where he was involved in diverse projects including strategic planning, company restructuring and refinancing, budgeting and mergers and acquisitions. He joined Time Warner Inc. in 1993, as a Manager of SEC financial reporting. Before joining Time Warner Inc., Mr. Martin was a Certified Public Accountant (CPA), working as a senior accountant in the Business Assurance group at Ernst and Young LLP in New York. Mr. Martin received an M.B.A. degree in Financial and Organizational Behavior from the Graduate School of Business at Columbia University in 1994 and a B.S. in Economics from the Wharton School of Business at the University of Pennsylvania in About Time Warner Inc. Time Warner Inc. is a leading media and entertainment company, whose businesses include interactive services, cable systems, filmed entertainment, television networks and publishing. Contacts: Corporate Communications Edward Adler (212) Keith Cocozza (212) # # #