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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Filed by the Registrant |
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Filed by a Party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials: |
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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. |
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Amount Previously Paid: |
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(2) |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Stockholder Meeting Notice
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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 20, 2011
In accordance with Securities and Exchange Commission rules, you are receiving this notice that the
proxy materials for the Time Warner 2011 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:
www.envisionreports.com/TWX
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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.
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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 10, 2011 to facilitate timely
delivery. |
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Stockholder Meeting Notice
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Time Warners Annual Meeting of Stockholders will be held on May 20, 2011 at the Omni Hotel at 100
CNN Center, Grand Ballroom, M4 Level, North Tower, in Atlanta, Georgia 30303, 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 all nominees in Proposal 1.
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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, Paul D. Wachter and Deborah C.
Wright. |
The Board of Directors recommends that you vote FOR Proposals 2, 3 and 5, and for every 3 YEARS
on Proposal 4.
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Ratification of Appointment of Independent Auditors. |
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Advisory Vote on Executive Compensation. |
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Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation. |
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Approval of an Amendment to the Companys Restated Certificate of Incorporation to
Remove Absolute Majority Vote Provisions. |
The Board of Directors recommends that you vote AGAINST Proposal 6:
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Shareholder Action by Written Consent. |
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.
In accordance with Section 242 of the Delaware General Corporation Law, Time Warner Inc. hereby
provides notice that it is submitting a proposed amendment (Proposal 5) to its Restated
Certificate of Incorporation to its stockholders at its 2011 Annual Meeting of Stockholders.
Proposal 5 would amend (i) Article VII of the Restated Certificate of Incorporation to remove the
requirement for an absolute majority vote for the stockholders to adopt, amend or repeal any
provision of the Companys By-laws and (ii) Article VIII of the Restated Certificate of
Incorporation to remove the express requirement of an absolute majority vote to alter, amend or
repeal Article VIII itself, Article IX or Section 5 of Article IV of the Restated Certificate of
Incorporation or to adopt any provision inconsistent with any of those sections. If Proposal 5 is
approved by stockholders, the Company will file a Certificate of Amendment to the Restated
Certificate of Incorporation with the Delaware Secretary of State promptly after the Annual
Meeting, and the Certificate of Amendment will be effective upon filing. Following the
effectiveness of the Certificate of Amendment, the Companys By-laws will govern the vote required
for any amendment to the By-laws by the stockholders, and the required vote will be a simple
majority vote. This summary is qualified by reference to Proposal 5 set forth in the proxy
statement for the 2011 Annual Meeting of Stockholders meeting and Annexes A and B thereto, which
reflect the changes that would be made if Proposal 5 is approved. You are urged to read Proposal 5
and Annexes A and B in their entirety by accessing a copy of such proxy materials by following the
instructions on this notice.
Directions to the Time Warner Inc. Annual Meeting of Stockholders
A map and directions to the meeting are provided on the last page of the Proxy Statement.
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Heres 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 email options below.
Email copies: Current and future email delivery requests must be
submitted via the Internet following the instructions below. If you request an email copy of
current materials you will receive an email 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. |
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Internet Go to www.envisionreports.com/TWX. Click Cast Your Vote or Request Materials.
Follow the instructions to log in and order a copy of the current meeting materials and submit
your preference for email or paper delivery of future meeting materials. |
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Telephone Call us free of charge at 1-866-641-4276 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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Email Send email 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 email that you want a paper copy of current
meeting materials. You can also state your preference to receive a paper copy for future
meetings. |
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To facilitate timely delivery, all requests for a paper copy of the proxy materials must be
received by May 10, 2011. |
01APQF