================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 25, 2006
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15062 13-4099534
------------------------- ----------------- ----------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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 1.01. Entry into a Material Definitive Agreement.
Executive Officer Compensation
On January 25, 2006, the Compensation and Human Development Committee (the
"Compensation Committee") of the Board of Directors of Time Warner Inc. ("Time
Warner" or the "Company") approved the following 2005 annual cash bonuses for
the Company's named executive officers, as that term is defined in Item
402(a)(3) of Regulation S-K:
Name 2005 Annual Bonus
Richard D. Parsons $7,500,000
Chairman of the Board
and Chief Executive Officer
Jeffrey L. Bewkes $6,000,000
President and Chief Operating
Officer (1)
Don Logan $6,000,000
Chairman, Media & Communications
Group (2)
Wayne H. Pace $2,700,000
Executive Vice President and
Chief Financial Officer
Paul T. Cappuccio $2,700,000
Executive Vice President and
General Counsel
(1) Mr. Bewkes served as Chairman, Entertainment & Networks Group during 2005
and became President and Chief Operating Officer effective January 1, 2006.
(2) Mr. Logan retired from the position of Chairman, Media & Communications
Group effective with the close of business on December 31, 2005.
In connection with Mr. Bewkes being promoted to President and Chief Operating
Officer, on January 25, 2006, the Compensation Committee also approved a change
in Mr. Bewkes' annual salary to $1,250,000, retroactive to January 1, 2006 when
he assumed the new responsibilities, and a discretionary annual cash bonus
target of $5 million.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TIME WARNER INC.
By: /s/ Wayne H. Pace
-----------------------------------
Name: Wayne H. Pace
Title: Executive Vice President and
Chief Financial Officer
Date: January 31, 2006
3