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

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Time Warner Inc.

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Explanatory Note: As part of Time Warner Inc.’s regular, ongoing engagement with shareholders, Time Warner is planning to have a number of in-person meetings with shareholders. The attached Proxy Statement Summary is intended to facilitate discussions at those meetings and presents information regarding the Company’s businesses, performance, executive compensation programs, and governance practices taken from the Company’s 2014 Proxy Statement.

2014 Proxy Statement Summary May 2014

Table of Contents 2 Section Page Executive Summary 3 Company Overview 4 Executive Compensation Practices 8 Governance Practices 12

Executive Summary Clear Operating Strategy Sound Corporate & Compensation Governance Practices Use leading scale and brands to create the best content Lead digital transition of our industry Expand internationally in faster-growing territories Focus on operating and capital efficiency Compensation Program Closely Aligned With Performance Significant emphasis on variable performance-based compensation (93% of total target pay for CEO) Mix of performance measures across varying time horizons Challenging financial and strategic goals set at the beginning of each performance period Informed by shareholder perspectives; following long-standing practice of ongoing shareholder engagement, held conversations with shareholders representing > 40% of common stock in late 2013 93% of votes cast by shareholders in 2013 were in favor of named executive officer compensation Focused Business Model Sustained Strong Financial Performance Global leader in media and entertainment with a focus on video content Three ongoing operating divisions: Turner, HBO, and Warner Bros. Time Inc. will be spun-off on June 6, 2014 Adjusted Operating Income 5-year compound annual growth rate of 9.5%; 2013 growth of 7.7% to a record $6.6B Free Cash Flow grew 20% in 2013, to $3.5B Adjusted EPS 5-year compound annual growth rate of 21.6%; 2013 growth of 16.4% to $3.77 3 Board’s leadership structure and composition provide effective independent oversight Committee follows strong governance practices to determine executive compensation

Overview of Our Businesses 4 Owns and operates leading cable television networks and related digital properties in the U.S. and internationally, including TBS, TNT, CNN, Cartoon Network, Adult Swim, truTV and Turner Sports Turner accounted for 33% of the Company’s total revenues in 2013 Operates leading premium pay television services HBO and Cinemax, in the U.S. and internationally Home Box Office accounted for 17% of the Company’s total revenues in 2013 Global leader in entertainment with businesses that produce and distribute feature films, television programming, home entertainment, comic books, and videogames, and license characters and brands for consumer products Warner Bros. accounted for 39% of the Company’s total revenues in 2013 One of the largest magazine publishers based on readership and print advertising revenues; also operates related websites and operations Time Inc. accounted for 11% of the Company’s total revenues in 2013 The Company will spin off Time Inc. to its shareholders on June 6, 2014

Our Operating Strategy – 2013 Highlights Lead digital transition of our industry Use leading scale and brands to create the best content Expand internationally in faster-growing territories Turner o TBS #1 ad-supported cable network in primetime among adults 18-34 and adults 18-49 o Adult Swim #2 among adults 18-34 o TNT aired four of the top 15 original series on ad-supported cable Home Box Office o More Primetime Emmy awards than any other network for the 12th year in a row Warner Bros. o #1 at the worldwide box office, with films grossing over $5 billion in 2013 o #1 producer of primetime broadcast series with > 60 series airing for the 2013-2014 season Continued to lead the development of new digital services and business models, such as TV Everywhere (including HBO GO), UltraViolet, Disc-to-Digital and digital magazines HBO GO active users grew over 30% and average monthly usage grew at a double digit rate Increased monetization of content through platforms such as subscription video on demand Turner launched networks in Asia and Latin America, expanding to more than 150 channels in over 200 countries Home Box Office launched premium services in Denmark, Norway and India and purchased its partners’ interests in HBO Asia, HBO South Asia and HBO Nordic 5

Sustained Strong Financial Performance* Free Cash Flow ($B) Return on Invested Capital 1-YR Growth: 7.7% 3-YR CAGR: 6.9% Adjusted Operating Income ($B) Adjusted EPS 1-YR Growth: 16.4% 3-YR CAGR: 15.8% 6 * See Annex A for definitions of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures. $4.2 $4.6 $5.4 $5.9 $6.1 $6.6 2008 2009 2010 2011 2012 2013 2008 2009 2010 2011 2012 2013 $1.42 $1.82 $2.43 $2.86 $3.24 $3.77 2009 2010 2011 2012 2013 $2.9 $2.7 $2.7 $2.9 $3.5 20% 19% 19% 2011 2012 2013

Commitment to Driving Shareholder Value Direct Returns of Capital ($B) Total Shareholder Return 7 ~$19.7B in returns since 2009 $2.1 $3.0 $5.6 $4.3 $4.8 2009 2010 2011 2012 2013 Share Repurchases Dividends 48.6% 133.1% 282.3% 32.4% 56.8% 128.2% 1-YR 3-YR 5-YR Time Warner S&P 500

Compensation Mix Focused on Components that Drive Performance Chairman / CEO Pay Pay for Other NEOs 93% Variable 81% Variable 8 7% 36% 57% 13% 19% 43% 25% Base Salary Target Annual Cash Bonus Target Value of Performance Long-Term Incentive Awards (PSUs & Stock Options) Base Salary Target Annual Cash Bonus Target Value of Performance Long-Term Incentive Awards (PSUs & Stock Options) Target Value of Long-Term Incentive Awards (RSUs)

Performance Measures and 2013 Results Incentive Component Time Horizon Performance Measure How TWX & NEOs Performed on the Performance Measures 2013 Outcome Linked to Performance Annual Cash Bonus 1-year Adj. Divisional Pre-Tax Income 70% 8% growth in 2013 145% financial performance rating (maximum – 150%) Free Cash Flow 20% growth in 2013 Annual progress on key long-term strategic objectives 30% Individual performance achievements described on pages 45-46 of the proxy statement Individual performance ratings ranged from 130% to 140% (maximum – 150%) PSUs with a Performance Period Ending in 2013 3-year TSR relative to the S&P 500 130.7% TSR (2011-2013) 91 percentile of the S&P 500 182.2% payout for 2011-2013 PSUs Stock Options 4-year vesting period TWX common stock price 1-year increase – 45.8% 3-year increase – 116.7% 5-year increase – 235.7% Value realized determined by long- term stock price performance 9 1 For PSUs, (1) TSR is calculated using the average closing price for the 30 trading days ending on the first and last days of the performance period and (2) the S&P 500 percentile rank calculation excludes companies that were removed from the S&P 500 Index during the performance period due to the decline of such companies’ stock price below the minimum market capitalization standard only if their stock is no longer traded on a national exchange Multiple performance measures that are important to investors Varying time horizons 1 1 st

More Challenging Financial Goals for 2013 * 2013 Adjusted Divisional Pre-Tax Income and Free Cash Flow goals for annual cash bonuses were significantly more challenging than for 2012 Higher growth required to achieve the same rating across entire range of outcomes Adjusted Divisional Pre-Tax Income Growth  Required for 150% Rating Free Cash Flow Required for 150% Rating 10 * See Annex A for definitions of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures. 6% 9% 2012 2013 $2,565 $3,195 2012 2013

CEO Pay The Company entered into a new five-year employment agreement with Mr. Bewkes in 2012, effective January 1, 2013.  Terms disclosed in the proxy statement filed last year Structure of the agreement reflects input from shareholders Increase in target compensation consisted only of long-term performance-based incentive opportunity No increase in base salary or target bonus No upfront grant of equity awards, and no further grants of time-vested RSUs Removed exercise tax gross-up Stock ownership requirement increased to 8x base salary (up from 5x) 2013 CEO compensation reflects the terms of the agreement Mr. Bewkes’ 2013 Compensation Base Salary No change Annual Cash Bonus No change in target bonus Financial criteria: o Committee approved a 145% financial performance rating Individual performance: o Committee approved a 140% individual performance rating Long-Term Incentive Awards Target annual value of long-term incentive awards increased Awards entirely performance-based, with 50% of target value in PSUs and 50% in stock options 11

Best Practices in Compensation Governance Regular engagement with shareholders, with input reflected in compensation plan design Emphasis on variable compensation with multiple performance metrics Substantial share ownership and retention requirements Limited personal benefits Limit on annual equity dilution No gross-ups, including for change-in-control Clawback policy Use of independent compensation consultant Annual compensation-related risk review and disclosure 12

Sound Corporate Governance Lead Independent Director has robust authority, including authority over meeting agendas Board Leadership Policy requires consideration of Board leadership at least annually, with disclosure to shareholders on factors reviewed (see 2014 report posted at www.timewarner.com/leadership) Stephen Bollenbach has served as Lead Independent Director since May 2012 Director Qualifications: The Board believes that the Company is best served by a board of directors consisting of individuals who have a variety of complementary skills, professional experience, and backgrounds, and who bring diverse viewpoints and perspectives to the Board Board Independence: All directors, other than the CEO, are independent and each Board committee consists solely of independent directors Board Refreshment: The Board believes it is well-served by having non-employee directors with a mix of tenures and expects that average tenure will generally not exceed 10 years Director Accountability: Board is elected annually (no classified board) under a majority-vote standard Special Meeting Rights: Shareholders have the right to request special meetings (15% threshold) ESG Disclosure: The Company keeps the investment community informed on activities relating to environmental, social and governance matters, including through updates on corporate social responsibility (additional details at www.timewarner.com/citizenship) 13

Non-GAAP Financial Measures - Definitions A-1 Annex A “Adjusted Operating Income (Loss)” is defined as Operating Income (Loss) excluding the impact of noncash impairments of goodwill, intangible and fixed assets; gains and losses on operating assets (other than deferred gains on sale-leasebacks); gains and losses recognized in connection with pension and other postretirement benefit plan curtailments or settlements; external costs related to mergers, acquisitions or dispositions, as well as contingent consideration related to such transactions, to the extent such costs are expensed; and amounts related to securities litigation and government investigations. “Adjusted Divisional Pre-Tax Income” is defined as Adjusted Operating Income plus Income (loss) from equity method investments. “Adjusted EPS” is defined as Diluted Income per Common Share from Continuing Operations attributable to Time Warner Inc. common shareholders excluding noncash impairments of goodwill, intangible and fixed assets and investments; gains and losses on operating assets (other than deferred gains on sale-leasebacks), liabilities and investments; gains and losses recognized in connection with pension and other postretirement benefit plan curtailments or settlements; external costs related to mergers, acquisitions, investments or dispositions, as well as contingent consideration related to such transactions, to the extent such costs are expensed; amounts related to securities litigation and government investigations; and amounts attributable to businesses classified as discontinued operations, as well as the impact of taxes and noncontrolling interests on the above items. For periods ending on or after July 1, 2012, “Free Cash Flow” is defined as Cash Provided by Operations from Continuing Operations plus payments related to securities litigation and government investigations (net of any insurance recoveries), external costs related to mergers, acquisitions, investments or dispositions, to the extent such costs are expensed, contingent consideration payments made in connection with acquisitions, and excess tax benefits from equity instruments, less capital expenditures, principal payments on capital leases and partnership distributions, if any.  For periods ending prior to that date, “Free Cash Flow” is defined as Cash Provided by Operations from Continuing Operations plus payments related to securities litigation and government investigations (net of any insurance recoveries), external costs related to mergers, acquisitions, investments or dispositions, to the extent such costs are expensed, and excess tax benefits from equity instruments, less capital expenditures, principal payments on capital leases and partnership distributions, if any. A change to the definition of Free Cash Flow for periods prior to July 1, 2012 to adjust for contingent consideration payments made in connection with acquisitions would have had no impact on the reported Free Cash Flow for such periods.

Year Ended December 31, 2013 2012 2011 2010 2009 2008 Adjusted Operating Income $ 6,599 $ 6,126 $ 5,864 $ 5,400 $ 4,618 $ 4,193 Asset impairments (140) (186) (44) (20) (85) (7,213) Gain (loss) on operating assets, net 142 9 7 70 (33) (3) Other (1) 4 (31) (22) (22) (30) (21) Operating Income $ 6,605 $ 5,918 $ 5,805 $ 5,428 $ 4,470 $ (3,044) Non-GAAP Financial Measures - Reconciliations A-2 Reconciliation of Adjusted Operating Income to Operating Income (In millions; Unaudited) (1) For 2013 and 2012, the definition of Other includes gains and losses recognized in connection with pension and other postretirement benefit plan curtailments or settlements; external costs related to mergers, acquisitions or dispositions; and amounts related to securities litigation and government investigations. For 2011, the definition of Other includes external costs related to mergers, acquisitions or dispositions; and amounts related to securities litigation and government investigations. There were no pension and other postretirement benefit plan curtailments or settlements in 2011. For 2010, 2009 and 2008, the definition of Other includes only amounts related to securities litigation and government investigations. Reconciliation of Adjusted EPS to Diluted Income Per Common Share from Continuing Operations (Unaudited) Year Ended December 31, 2013 2012 2011 2010 2009 2008 Diluted income per common share from continuing operations $ 3.77 $ 3.00 $ 2.71 $ 2.27 $ 1.74 $ (4.27) Less Impact of items affecting comparability on diluted income per common share from continuing operations — (0.24) (0.15) (0.16) (0.08) (5.69) Adjusted diluted income per common share from continuing operations $ 3.77 $ 3.24 $ 2.86 $ 2.43 $ 1.82 $ 1.42

A-3 Reconciliation of Cash Provided by Operations from Continuing Operations to Free Cash Flow (In millions; Unaudited) Year Ended December 31, 2013 2012 2011 2010 2009 Cash provided by operations from continuing operations $ 3,716 $ 3,476 $ 3,448 $ 3,314 $ 3,386 Add payments related to securities litigation and government investigations — 3 8 22 30 Add external costs related to mergers, acquisitions, investments or dispositions and contingent consideration payments 232 33 14 — 21 Add excess tax benefits from equity instruments 179 83 22 7 1 Less capital expenditures (602) (643) (772) (631) (547) Less principal payments on capital leases (9) (11) (12) (14) (18) Free Cash Flow $ 3,516 $ 2,941 $ 2,708 $ 2,698 $ 2,873 Non-GAAP Financial Measures - Reconciliations

A-4 Non-GAAP Financial Measures - Reconciliations Reconciliation of Return on Invested Capital (ROIC) (In millions; Unaudited) Reconciliation of Operating Income to NOPAT Year Ended December 31, 2013 2012 2011 Operating Income $ 6,605 $ 5,918 $ 5,805 Asset impairments 140 186 44 Loss on Operating Assets (142) (9) (7) Other operating income items (4) 31 22 Adjusted Operating Income 6,599 6,126 5,864 Add Amortization expense 251 248 269 Adjusted Operating Income before amortization expense 6,850 6,374 6,133 Less Income taxes (1) (2,261) (2,167) (2,024) Add equity loss, net of taxes (152) (183 ) (79) Adjust for items affecting comparability relating to equity method investments 30 94 1 NOPAT (2) $ 4,467 $ 4,118 $ 4,031

A-5 Reconciliation of Total Assets to Capital Employed Non-GAAP Financial Measures - Reconciliations (1) Calculated using the Company’s adjusted effective tax rate — 33% for 2013, 34% for 2012 and 33% for 2011. The Company’s adjusted effective tax rate reflects the impact of the items affecting comparability on the Company’s Income from continuing operations as set forth as set forth below.   2013 2012 2011   Actual Adjustments As Adjusted   Actual Adjustments As Adjusted Actual Adjustments As Adjusted Income from continuing operations before income taxes 5,303             39       5,264   4,448        (335) 4,783 4,359        (201) 4,560 Income tax provision (1,749)            (34)     (1,715)   (1,526)         100   (1,626) (1,477)           43   (1,520) Effective Tax rate           33%            87%         33%        34%          30% 34%        34%          21% 33% Year Ended December 31, 2013 2012 2011 2010 Total Assets $ 67,994 $ 68,089 $ 67,801 $ 66,732 Less: Deferred tax assets (447) (474 ) (663 ) (581) Total current liabilities of continuing operations less debt due within one year (8,317) (9,050) (8,899 ) (8,800 ) Excess cash (3) (362) (1,341) (1,976 ) (2,163) Capital employed 58,868 57,224 56,263 55,188 Less Purchase Price Adjustments (34,888) (35,060) (35,292) (35,528) Capital employed excluding PPA $ 23,980 $ 22,164 $ 20,971 $ 19,660 Average Capital Employed (5) $ 58,046 $ 56,744 $ 55,726 Average Capital Employed excluding PPA (5) $ 23,072 $ 21,568 $ 20,316 ROIC (6) 8% 7% 7% ROIC excluding PPA (6) 19% 19% 20% (4)

A-6 Non-GAAP Financial Measures - Reconciliations Year Ended December 31, 2013 2012 2011 Items Affecting Comparability Asset impairments $ (140) $ (186) $ (44) Gains on operating assets, net 142 9 7 Other operating income items (a) 4 (31) (22) Gains (losses) on investments 61 (30) (136) Other Amounts related to separation of Time Warner Cable Inc. 3 4 (5) Amounts related to separation of Warner Music Group (1) (7) — Items affecting comparability relating to equity method investments (30) (94) (1) Total other (28) (97) (6) Total of above items affecting comparability 39 (335) (201) Income tax impact of above items (b) (34) 100 43 Impact of items affecting comparability on income attributable to Time Warner Inc. shareholders $ 5 $ (235) $ (158) (a) For 2013 and 2012, the definition of Other operating income items includes gains and losses recognized in connection with pension and other postretirement benefit plan curtailments or settlements; external costs related to mergers, acquisitions or dispositions; and amounts related to securities litigation and government investigations.  For 2011, the definition of Other operating income items includes external costs related to mergers, acquisitions or dispositions; and amounts related to securities litigation and government investigations. (b) For the year ended December 31, 2012, includes $42 million that reflects the reversal of a valuation allowance related to the usage of capital loss carryforwards in connection with the 2013 sale of the Company’s investment in a joint venture in Japan.  The sale of such investment closed in the first quarter of 2013. (2) Net operating profit after taxes (“NOPAT”) represents the Adjusted Operating Income before amortization expense, net of tax at the Company’s adjusted effective tax rate plus the equity income (loss), net of taxes from investments accounted for under the equity method adjusted for the Company’s share of items affecting comparability relating to such equity method investments. (3) Excess cash represents the amount of cash in excess of $1.5 billion. (4) Purchase Price Adjustments (“PPA”) reflect the net outstanding goodwill and intangible assets recognized in connection with the merger of Time Warner Inc. (now known as Historic TW Inc.) with America Online, Inc. (now known as Historic AOL LLC) in 2001 and the restructuring of Time Warner Entertainment Company, L.P. in 2003. (5) Average Capital Employed and Average Capital Employed excluding PPA are calculated using the respective amounts at December 31, 2013, 2012, 2011 and 2010 divided by two. (6) Return on Invested Capital (“ROIC”) is calculated as NOPAT divided by Average Capital Employed and ROIC excluding PPA is calculated as NOPAT divided by Average Capital Employed excluding PPA.