TIME WARNER INC. (NYSE:TWX) Files An 8-K Submission of Matters to a Vote of Security Holders

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TIME WARNER INC. (NYSE:TWX) Files An 8-K Submission of Matters to a Vote of Security Holders

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 Time Warner Inc.’s (the “Company”)
Annual Meeting of Shareholders held on June 15, 2017 are as
follows:

1.

Election of Directors:


For


Against


Abstentions


Broker

Non-Votes

William P. Barr

580,877,098
10,717,207

3,819,183

79,489,858

Jeffrey L. Bewkes

573,315,774
15,444,916

6,652,798

79,489,858

Robert C. Clark

532,929,052
58,703,398

3,781,036

79,489,858

Mathias Dpfner

545,313,201
46,314,398

3,785,889

79,489,858

Jessica P. Einhorn

577,096,905
14,320,643

3,995,940

79,489,858
Carlos M. Gutierrez

589,560,808
2,067,061

3,785,619

79,489,858

Fred Hassan

577,083,392
14,531,227

3,798,869

79,489,858

Paul D. Wachter

589,185,928
2,440,126

3,787,434

79,489,858

Deborah C. Wright

584,635,223
6,809,961

3,968,304

79,489,858
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
the Company’s common stock, par value $0.01 per share (the
“Common Stock”), with respect to such director.

2.

Ratification of appointment of Ernst Young LLP as
independent auditor

For

Against

Abstentions
663,945,587 7,004,786 3,952,973
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.

3.

Advisory vote to approve named executive officer compensation

For

Against

Abstentions


Broker

Non-Votes
546,541,893

44,153,595

4,716,921
79,490,884
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.

4.

Advisory vote on the frequency of holding an advisory vote to
approve named executive officer compensation

One
Year

Two
Years

Three
Years

Abstentions

Broker
Non-Votes
544,782,205 556,259 48,207,971 1,866,027 79,490,884
The option of every one year as the frequency with which
shareholders are provided an advisory vote on named executive
officer compensation was preferred by the Company’s
shareholders, having received the vote of a majority of the
votes duly cast by the holders of Common Stock.

Item 8.01. Other Events.

At a meeting on June 15, 2017 held after the Annual Meeting of
Shareholders, the Company’s Board of Directors discussed the
appropriate frequency for holding advisory votes on named
executive officer compensation, taking into consideration the
voting results on this matter at the Annual Meeting of
Shareholders and the preference expressed by shareholders
during their engagement with the Company, and decided that,
subject to the closing of the Company’s pending merger with
ATT Inc., the Company will hold future advisory votes on named
executive officer compensation on an annual basis. Based on the
expected timing of the merger, the Company does not expect to
hold another annual meeting of shareholders and, thus, does not
expect to provide shareholders another advisory vote on named
executive officer compensation.


About TIME WARNER INC. (NYSE:TWX)

Time Warner Inc. is a media and entertainment company. The Company operates through three segments: Turner, which consists of cable networks and digital media properties; Home Box Office, which consists of domestic premium pay television and streaming services, and international premium pay, basic tier television services and streaming services, and Warner Bros., which consists of television, feature film, home video and videogame production and distribution. The Company also holds interests in companies that operate broadcast networks. The Company holds interest in Central European Media Enterprises Ltd. (CME), which is a broadcasting company that operates television networks in Bulgaria, Croatia, the Czech Republic, Romania, the Slovak Republic and Slovenia. The Company has a joint venture interest in The CW, which includes a lineup of advertising-supported original programming, as well as a block of advertising-supported programming.

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