Warner Bros. Studios - Stockholder Meeting
So at this Annual Meeting (the “Annual Meeting”) of Stockholders of Time Warner Inc. will they be telling the Warner Bros. Shareholders FINALLY after a Decade of the HUGE Liability that the Shareholders Face over the Iviewit STOLEN Patent and the Broken Contracts by Warner Bros. - Time Warner Inc.? Or Will Time Warner Inc. and CEO Jeffrey Bewkes simply NOT disclose the Massive Shareholder Fraud for yet another year?
Ernst & Young LLP - wasn't Ernst & Young LLP involved in the Federal RICO Lawsuit with Warner Bros. and Iviewit?
" Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to Be Held on Friday, May 21, 2010:
This Proxy Statement and the Company’s 2009 Annual Report to Stockholders are available
electronically at www.timewarner.com/annualmeetingmaterials . "
"" INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
Why did I receive this Proxy Statement?
Time Warner is providing this Proxy Statement because Time Warner’s Board of Directors is soliciting your proxy to vote at the Annual Meeting on May 21, 2010.
This Proxy Statement contains information about the proposals being voted on at the
Time Warner has sent this Proxy Statement or a Notice of Internet Availability of Proxy Materials to each person who is registered as a holder of its common stock, par value $0.01 per share (the “Common Stock”), in its register of stockholders (such owners are often referred to as “holders of record”) at the close of business on March 26, 2010, the record date for the Annual Meeting.
Time Warner has requested that banks, brokerage firms and other nominees who hold Common Stock on behalf of the owners of the Common Stock (such owners are often referred to as “beneficial stockholders” or “street name holders”) at the close of business on March 26, 2010, provide a Notice of Internet Availability of Proxy Materials to those beneficial stockholders. Time Warner has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for mailing these notices.
Why did I receive a notice in the mail regarding the Internet availability of the proxy
materials instead of a paper copy of the proxy materials?
In accordance with the SEC’s rules and regulations, instead of mailing a printed copy of our proxy materials to all stockholders entitled to vote at the Annual Meeting, we are furnishing the proxy materials to most of our stockholders via the Internet.
If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials and submit your proxy via the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of the proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials for requesting printed materials.
Who is entitled to vote? Only holders of record of Common Stock at the close of
business on March 26, 2010, the record date, are entitled to vote at the Annual Meeting.
How many votes do I have? Every holder of Common Stock on the record date will be entitled to one vote per share on all matters properly presented at the Annual Meeting. On March 26, 2010, there were 1,144,997,229 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. ""
"" CORPORATE GOVERNANCE AND BOARD MATTERS
Time Warner is committed to maintaining strong corporate governance practices that allocate
rights and responsibilities among the Company’s stockholders, the Board of Directors (the “Board” or the “Board of Directors”) and management in a manner that benefits the long-term interests of the Company’s stockholders. Accordingly, the Company’s corporate governance practices are designed not merely to satisfy regulatory requirements, but to provide for effective oversight and management of the Company.
During 2009 and early 2010, the Board has taken a number of steps to further enhance the
Company’s corporate governance practices. These changes were, to a large extent, the result of the Board’s regular process of reviewing its corporate governance practices in light of proposed and adopted laws and regulations, the practices and experience of other leading companies, the
recommendations of various corporate governance authorities, and discussions with and the
expectations of the Company’s stockholders. Recent changes in the Company’s corporate governance practices include ...""
"(1) Equity compensation plans approved by security holders are the (i) Time Warner Inc. 2006 Stock Incentive Plan (will expire on May 19, 2011), (ii) Time Warner Inc. 2003 Stock Incentive Plan (expired on May 16, 2008), (iii) Time Warner Inc. 1999 Stock Plan (expired on October 28, 2009) and (iv) Time Warner Inc.
1988 Restricted Stock and Restricted Stock Unit Plan for Non-Employee Directors (expired on May 19, 2009). The Time Warner Inc. 1999 Stock Plan and the Time Warner Inc. 1988 Restricted Stock and Restricted Stock Unit Plan for Non-Employee Directors were approved in 1999 by the stockholders of AOL and Historic TW, respectively, and were assumed by the Company in connection with the AOL-Historic TW Merger, which was approved by the stockholders of both AOL and Historic TW on June 23, 2000.
(2) The AOL Time Warner Inc. 1994 Stock Option Plan (expired on November 18, 2003) is the only equity compensation plan not approved by security holders.
(3) Does not include options to purchase an aggregate of 3,167,955 shares of Common Stock (160,835 of which were awarded under plans that were approved by the stockholders of either AOL or Historic TW prior to the AOL-Historic TW Merger), at a weighted average exercise price of $121.03, granted under plans assumed in connection with transactions and under which no additional options may be granted. No dividends or dividend equivalents are paid on any of the outstanding stock options.
(4) Adjusted to reflect the Cable Separation, the Reverse Stock Split and the AOL Separation.
(5) Column (a) includes 13,292,964 shares of Common Stock underlying outstanding RSUs and 2,296,660 shares of Common Stock underlying outstanding PSUs, assuming a maximum payout of 200% of the target number of PSUs at the end of the applicable performance period. Because there is no exercise price associated with RSUs or PSUs, these stock awards are not included in the weighted-average exercise price calculation in column (b).
(6) Of the shares available for future issuance under the Time Warner Inc. 2006 Stock Incentive Plan, a maximum of 11,587,627 shares may be issued in connection with awards of restricted stock, RSUs or PSUs as of December 31, 2009.
The AOL Time Warner Inc. 1994 Stock Option Plan (the “1994 Plan”) was assumed by the Company in connection with the AOL-Historic TW Merger.
The 1994 Plan expired on November 18, 2003, and stock options may no longer be awarded under the 1994 Plan.
Under the 1994 Plan, nonqualified stock options and related stock appreciation rights could be granted to employees (other than executive officers) of and consultants and advisors to the Company and certain of its subsidiaries.
Only stock options are currently outstanding under the 1994 Plan. Under the 1994 Plan, the exercise price of a stock option may not be less than the fair market value of the Common Stock on the date of grant.
The definition of “fair market value” was amended effective October 1, 2008 to mean the closing sale price of shares of Common Stock as reported on the NYSE Composite Tape (rather than the average of the high and low sales prices of the Common Stock on the NYSE) for grants made on or after October 1, 2008. The change did not affect the exercise price of outstanding stock options under the 1994 Plan, but the new definition will be used to calculate the gain realized upon the exercise of stock options and the vesting of RSUs issued under the plan.
The outstanding options under the 1994 Plan generally become exercisable in installments of one-third or one-quarter on each of the first three or four anniversaries, respectively, of the date of grant, subject to acceleration upon the occurrence of certain events, and expire 10 years from the grant date. Holders of stock options awarded under the 1994 Plan do not receive dividends or dividend equivalents on the stock options. ""
COMPANY PROPOSALS PROPOSAL ONE: Election of Directors
Upon the recommendation of the Nominating and Governance Committee, the Board has
nominated for election at the Annual Meeting the following slate of 12 nominees. Each of the
nominees currently serves as a director of the Company and, other than Messrs. Barr and Hassan, who were elected by the Board of Directors, was elected by the stockholders at the Company’s 2009 Annual Meeting of Stockholders.
Information about these nominees is provided above under the heading “Directors of the
Company.” The persons named in the proxy intend to vote such proxy for the election of each of the 12 nominees named below, unless the stockholder indicates on the proxy that the vote should be “against” any or all of the nominees. The Company expects each nominee for election as a director at the Annual Meeting to be able to accept such nomination. If any nominee is unable to accept the nomination, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees.
The Board of Directors recommends a vote FOR the election of the 12 director nominees listed
James L. Barksdale
William P. Barr
Jeffrey L. Bewkes
Stephen F. Bollenbach
Frank J. Caufield
Robert C. Clark
Jessica P. Einhorn
Michael A. Miles
Kenneth J. Novack
Deborah C. Wright ""
Isn't that Sweet.. the Rich get Richer and the Shareholders Take the HIT.. and boy when the Time Warner Inc. - AOL - and Warner Bros. shareholder Take the HIT on the Iviewit Technologies Trillion Dollar Patent - this will out shine anything we have yet to see in the media on Fraud Cases that Ruin Shareholders... you Will Be Stunned... there are over 1200 Documents of Proof online and Yet Time Warner Inc. CEO Jeffrey Bewkes Ignores them all and FAILS miserably at Disclosing this Massive Shareholder Fraud and Liability to the Time Warner Inc. Shareholders, to the Warner Bros. and AOL shareholders.. and recissionary rights may apply - Jeffrey Bewkes is screwed.. however if CEO Jeffrey Bewkes can keep this ALL on the Down Low maybe he can keep raking in Millions and stalling the inevitably that way he can be further down the road in his career and take in a few more millions hand over fist of YOUR MONEY..
Stock Incentive Plan Approval
Click Here for Source and Full Document
Do the Warner Bros. Stockholder Know that they Face a Trillion Dollar Liability over the Iviewit Stolen Technology? This is FACT, there is Document after Document Proving this, including in the last two weeks, Curtis Lu - Warner Bros. VP spoke with Iviewit Technologies Owner Eliot Bernstein ... Curtis Lu - Warner Bros. wanted to know his risk.... SHOCKING really when it is obvious that Warner Bros. Is guilty of violating contracts and licensing agreements for a Decade, it only stands to reason that the Warner Bros. Shareholders will TAKE the HIT... it is just a matter of time...
More on the Iveiwit Stolen Patent at
http://www.deniedpatent.com/ and on http://www.iviewit.tv/