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TWX > SEC Filings for TWX > Form 8-K on 29-May-2013All Recent SEC Filings

Show all filings for TIME WARNER INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TIME WARNER INC.


29-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Se


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

On May 23, 2013, the stockholders of Time Warner Inc. (the "Company") approved the Time Warner Inc. 2013 Stock Incentive Plan (the "2013 Plan") at the 2013 Annual Meeting of Stockholders (the "2013 Annual Meeting"). The Company's Board of Directors had adopted the 2013 Plan on March 28, 2013, subject to stockholder approval. The 2013 Plan includes an authorization to issue up to 35 million shares of the Company's common stock, par value $0.01 per share ("Common Stock"), through stock-based awards granted under the 2013 Plan. Stock options, restricted stock and other stock-based awards, such as restricted stock units and performance stock units, can be granted to the Company's directors, employees and advisors under the 2013 Plan. As of the date of this Current Report on Form 8-K, there have been no awards granted under the 2013 Plan and, therefore, no amounts are payable under the 2013 Plan to the principal executive officer, principal financial officer or any named executive officer.

A description of the 2013 Plan is set forth in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2013 (the "2013 Proxy Statement") under the caption "Company Proposals - Proposal Four: Approval of the Time Warner Inc. 2013 Stock Incentive Plan - Description of the 2013 Plan." The description of the 2013 Plan is qualified in its entirety by reference to the full text of the 2013 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 2013 Proxy Statement.



Item 5.07. Submission of Matters to a Vote of Security Holders.

The final results of voting on each of the matters submitted to a vote of security holders at the 2013 Annual Meeting are as follows.

                                                                         Broker
                                  For        Against     Abstentions   Non-Votes

1.   Election of Directors:
     James L. Barksdale       740,276,662    9,154,064     2,210,146   62,902,844

     William P. Barr          746,295,829    3,037,450     2,307,593   62,902,844

     Jeffrey L. Bewkes        730,846,640   14,215,848     6,578,384   62,902,844

     Stephen F. Bollenbach    736,705,853   12,687,324     2,247,695   62,902,844

     Robert C. Clark          740,571,233    8,769,220     2,300,419   62,902,844

     Mathias Döpfner          735,718,676   13,697,426     2,224,770   62,902,844

     Jessica P. Einhorn       747,178,527    2,171,182     2,291,163   62,902,844

     Fred Hassan              728,850,402   20,464,091     2,326,379   62,902,844

     Kenneth J. Novack        736,277,975   13,047,985     2,314,912   62,902,844

     Paul D. Wachter          743,419,342    5,914,178     2,307,352   62,902,844

     Deborah C. Wright        744,828,672    4,550,610     2,261,590   62,902,844

Under the Company's
By-laws, each of the
directors was
elected, having
received "for" votes
from a majority of
the votes duly cast
by the holders of the
outstanding shares of
Common Stock, with
respect to such
director.

                                         For        Against     Abstentions

2.   Ratification of
     appointment of Ernst &
     Young LLP as independent
     auditors                        802,756,222   9,271,286     2,515,632

     The appointment of Ernst &
     Young LLP was ratified,
     having received "for"
     votes from a majority of
     the votes duly cast by the
     holders of Common Stock.
                                                                                    Broker
                                         For        Against     Abstentions       Non-Votes

3.   Advisory vote to approve
     named executive officer
     compensation                    693,182,362   52,266,879    6,191,631        62,902,844

     The proposal was approved,
     on an advisory basis,
     having received "for"
     votes from a majority of
     the votes duly cast by the
     holders of Common Stock.



                                                                                Broker
                                         For        Against     Abstentions   Non-Votes

4.   Approval of the Time
     Warner Inc. 2013 Stock
     Incentive Plan                  683,853,101   65,307,917    2,479,854    62,902,844

     Under the Company's
     By-laws, the adoption of
     the plan was approved,
     having received "for"
     votes from a majority of
     the votes duly cast by the
     holders of Common Stock.

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