Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 28, 2009, at the 2009 Annual Meeting of Stockholders of Time Warner Inc. ("Time Warner"), Time Warner's stockholders approved the Time Warner Inc. Annual Incentive Plan for Executive Officers (the "Annual Incentive Plan"). Time Warner's Board of Directors had approved the Annual Incentive Plan on February 19, 2009, subject to stockholder approval.

The Annual Incentive Plan provides for (i) the payment of an annual cash bonus,
(ii) the grant of restricted stock units or (iii) a combination of the two types of awards to certain Time Warner executive officers. The awards under the Annual Incentive Plan are intended to qualify as performance-based compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended. If restricted stock units are awarded pursuant to the Annual Incentive Plan, they will be issued from a stockholder-approved Time Warner equity plan. The Annual Incentive Plan replaces the Time Warner Inc. Amended and Restated Annual Bonus Plan for Executive Officers. The Annual Incentive Plan will apply to the annual cash bonuses payable to participating Time Warner executive officers for 2009 (payable in 2010) and thereafter and to specified grants of restricted stock units made beginning in 2010, based on the performance achieved in the prior year.

A description of the Annual Incentive Plan is set forth in Time Warner's Proxy Statement filed with the Securities and Exchange Commission on April 8, 2009 (the "2009 Proxy Statement") under the caption "Company Proposals - Proposal Three: Proposal to Approve the Time Warner Inc. Annual Incentive Plan for Executive Officers." The description of the Annual Incentive Plan is qualified in its entirety by reference to the full text of the Annual Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and which also was included as Annex B to the 2009 Proxy Statement.

Item 9.01 Financial Statements and Exhibits.

Exhibit Description

10.1 Time Warner Inc. Annual Incentive Plan for Executive Officers.