form8-k.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): January 27,
2010
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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
January 27, 2010, the Compensation and Human Development Committee (the
“Compensation Committee”) of the Board of Directors of Time Warner Inc. (“Time
Warner”), in connection with its annual compensation review, approved changes to
the compensation terms for Mr. Jeffrey L. Bewkes, Chairman and Chief Executive
Officer of Time Warner.
The
Compensation Committee approved the following changes to Mr. Bewkes’
compensation: (a) an increase in his annual base salary from $1.75
million to $2.0 million, (b) an increase in the target amount of his annual
discretionary cash bonus from $8.5 million to $10.0 million, and (c) an increase
in the target value of his annual long-term incentive compensation from $8.5
million to $10.0 million. The increase in salary is effective
retroactively to January 1, 2010, and the other changes are effective beginning
with the bonus and long-term incentives awarded for
2010.
The
Compensation Committee approved the increases in Mr. Bewkes’ base salary, target
bonus and target annual long-term incentive compensation in recognition of,
among other things, Time Warner’s operational and financial
performance under his leadership and Mr. Bewkes’ performance, including
overseeing the development and execution of a new corporate strategy. The
strategy included the spin-offs of Time Warner Cable Inc. and AOL Inc., a
focus on expanding Time Warner’s digital platforms, leveraging Time
Warner’s scale and brands to deliver compelling content, targeted international
expansion and improving efficiency. The Compensation Committee also
considered information regarding compensation paid to chief executive officers
at peer entertainment and media companies, which is generally higher than Mr.
Bewkes’ compensation. The increase in Mr. Bewkes’ base salary was
also consistent with the terms of Mr. Bewkes’ employment agreement with
Time Warner, which provides that his salary would be increased to $2.0 million
if the Board of Directors elected him to serve as Time Warner’s Chairman of the
Board. Mr. Bewkes was elected to serve as Chairman of the Board effective
January 1, 2009. At that time, due to Mr. Bewkes’ recognition of
the economic downturn and its potential impact on the Company’s businesses,
Mr. Bewkes declined the increase in his base salary and continued to
receive a salary of $1.75 million during 2009.
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.
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TIME
WARNER INC.
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By:
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/s/ |
John
K. Martin, Jr. |
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Name:
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John
K. Martin, Jr.
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Title:
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Executive
Vice President and
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Chief
Financial Officer
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