UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 19, 2006
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15062 13-4099534
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(State or Other Jurisdiction Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Time Warner Center, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
212-484-8000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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.
On May 19, 2006, at the 2006 Annual Meeting of Stockholders of Time Warner Inc.
(the "Company"), the Company's stockholders approved the Time Warner Inc. 2006
Stock Incentive Plan (the "2006 Plan"). The Company's Board of Directors had
approved the 2006 Plan on March 23, 2006, subject to stockholder approval.
A description of the 2006 Plan is set forth in the Company's Proxy Statement
filed with the Securities and Exchange Commission on April 4, 2006 (the "2006
Proxy Statement") under the caption "Company Proposals - Proposal Three:
Approval of Time Warner Inc. 2006 Stock Incentive Plan - Description of the 2006
Plan." The description of the 2006 Plan is qualified in its entirety by
reference to the full text of the 2006 Plan, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K, and which also was included as Annex A to the
2006 Proxy Statement.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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10.1 Time Warner Inc. 2006 Stock Incentive Plan.
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/ Wayne H. Pace
Name: Wayne H. Pace
Title: Executive Vice President
and Chief Financial Officer
Date: May 23, 2006
EXHIBIT INDEX
Exhibit Description
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10.1 Time Warner Inc. 2006 Stock Incentive Plan.