Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-12

Time Warner Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

 

 

  (2) Aggregate number of securities to which transaction applies:

 

 

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

  (4) Proposed maximum aggregate value of transaction:

 

 

 

  (5) Total fee paid:

 

 

 

 

¨ Fee paid previously with preliminary materials:

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

 

 

  (2) Form, Schedule or Registration Statement No.:

 

 

 

  (3) Filing Party:

 

 

 

  (4) Date Filed:

 

 

 

 

 

 

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IMPORTANT ANNUAL STOCKHOLDERS’ MEETING

INFORMATION — YOUR VOTE COUNTS!

      

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Important Notice Regarding the Availability of Proxy Materials for the

Time Warner Annual Meeting of Stockholders to be Held on May 21, 2010

In accordance with Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the Time Warner 2010 Annual Meeting of Stockholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a paper or e-mail copy. The items to be voted on and location of the annual meeting are on the reverse side of this notice. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and Annual Report to Stockholders are available at:

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LOGO    Easy Online Access — A Convenient Way to View Proxy Materials and Vote
  

 

When you go online to view materials, you can also vote your shares.

  

 

Step 1: Go to www.envisionreports.com/TWX to view the proxy materials.

  

 

Step 2: Click on Cast Your Vote or Request Materials.

  

 

Step 3: Follow the instructions on the screen to log in.

  

 

Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future mailings.

 

 

 

LOGO    Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail copy of these documents, you
must request one. There is no charge to you for requesting a copy. Please make your request for a copy as
instructed on the reverse side on or before May 11, 2010 to facilitate timely delivery.

 

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Stockholder Meeting Notice

Time Warner’s Annual Meeting of Stockholders will be held on May 21, 2010 at the Steven J. Ross Theater, Warner Bros. Studios, 4000 Warner Boulevard, Burbank, CA 91522, at 10:00 a.m., local time.

The Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends that you vote FOR the following proposals:

 

  1. Election of Directors: James L. Barksdale, William P. Barr, Jeffrey L. Bewkes, Stephen F. Bollenbach, Frank J. Caufield, Robert C. Clark, Mathias Döpfner, Jessica P. Einhorn, Fred Hassan, Michael A. Miles, Kenneth J. Novack, and Deborah C. Wright.  

 

  2. Ratification of Appointment of Independent Auditors.

 

  3. Company Proposal to Approve the Time Warner Inc. 2010 Stock Incentive Plan.

 

  4. Company Proposal to Approve an Amendment to the Company’s By-laws to Provide that Holders of at Least 15% of the Combined Voting Power of the Company’s Outstanding Capital Stock May Request a Special Meeting of Stockholders.

The Board of Directors recommends that you vote AGAINST the following proposals:

 

  5. Stockholder Proposal Regarding Simple Majority Vote.

 

  6. Stockholder Proposal Regarding Equity Retention Policy.

 

  7. Stockholder Proposal Regarding Advisory Resolution to Ratify Compensation of Named Executive Officers.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares, you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

Please refer to the Notice of Annual Meeting of Stockholders that accompanies the proxy statement for information regarding how to vote in person at the Annual Meeting.

 

 

Directions to the Time Warner Inc. Annual Meeting of Stockholders

A map with directions to the meeting is provided on the last page of the Proxy Statement.

 

 

 

 

LOGO    Here’s how to order a copy of the proxy materials and select a future delivery preference:

 

Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or e-mail options below.

 

Email copies: Current and future e-mail delivery requests must be submitted via the Internet following the instructions below. If you request an e-mail copy of current materials you will receive an e-mail with a link to the materials.

 

PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.

   
   g           Internet – Go to www.envisionreports.com/TWX. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or e-mail copy of the current meeting materials and submit your preference for e-mail or paper delivery of future meeting materials.
   g
    Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
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E-mail – Send e-mail to investorvote@computershare.com with “Proxy Materials Time Warner” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the e-mail that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.

 

To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 11, 2010.

 

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