UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 21, 2010

TIME WARNER INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-15062		13-4099534
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Time Warner Center, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)

212-484-8000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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

On May 21, 2010, the stockholders of Time Warner Inc. (the “Company”) approved the Time Warner Inc. 2010 Stock Incentive Plan (the “2010 Plan”) at the 2010 Annual Meeting of Stockholders (the “2010 Annual Meeting”). The Company’s Board of Directors had approved the 2010 Plan on March 25, 2010, subject to stockholder approval. The 2010 Plan includes an authorization to issue up to 70 million shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to awards under the 2010 Plan. The 2010 Plan provides for the issuance of various types of stock-based awards to the Company’s directors, employees and advisors in the United States and foreign jurisdictions. As of the date hereof, there have been no awards under the 2010 Plan and, therefore, no amounts are payable under the 2010 Plan to the principal executive officer, principal financial officer or any named executive officer.

A description of the 2010 Plan is set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 5, 2010 (the “2010 Proxy Statement”) under the caption “Company Proposals — Proposal Three: Approval of the Time Warner Inc. 2010 Stock Incentive Plan — Description of the 2010 Plan.” The description of the 2010 Plan is qualified in its entirety by reference to the full text of the 2010 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which also was included as Annex A to the 2010 Proxy Statement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2010 Annual Meeting, the Company’s stockholders approved an amendment to the By-laws of the Company to change the percentage of the Company’s outstanding shares of Common Stock required to request that the Board of Directors call a special meeting of stockholders from 25% to 15%. The amendment to the By-laws is described in the 2010 Proxy Statement under the caption “Company Proposals — Proposal Four: Approval of an Amendment to the Company’s By-laws to Provide that Holders of at Least 15% of the Combined Voting Power of the Company’s Outstanding Capital Stock May Request a Special Meeting of Stockholders,” which is incorporated herein by reference. The amendment to the By-laws became effective on May 21, 2010. The By-laws, as amended, are filed as Exhibit 3.1 to this Current Report on Form 8-K.

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 Company’s 2010 Annual Meeting on May 21, 2010 are as follows.

												Broker
						For		Against		Abstentions		Non-Votes
	1.			Election of Directors:
				James L. Barksdale		893,228,155		16,872,018		716,772		81,035,698
				William P. Barr		886,733,144		23,316,874		766,927		81,035,698
				Jeffrey L. Bewkes		879,809,364		30,304,468		703,113		81,035,698
				Stephen F. Bollenbach		886,097,774		23,970,804		748,367		81,035,698
				Frank J. Caufield		881,833,853		28,082,095		900,997		81,035,698
				Robert C. Clark		842,705,827		67,339,890		771,228		81,035,698
				Mathias Döpfner		849,158,177		60,838,954		819,814		81,035,698
				Jessica P. Einhorn		894,714,131		15,381,280		721,534		81,035,698
				Fred Hassan		895,012,411		14,985,838		818,696		81,035,698
				Michael A. Miles		811,139,410		98,769,586		907,949		81,035,698
				Kenneth J. Novack		827,895,129		82,183,341		738,475		81,035,698
				Deborah C. Wright		849,572,239		60,507,737		736,969		81,035,698
				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 Common Stock with respect to each director.

						For		Against		Abstentions
	2.			Ratification of Ernst & Young LLP as independent auditors		980,915,970		10,111,251		825,422
				The selection 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.			Approval of the Time Warner Inc. 2010 Stock Incentive Plan		682,369,163		226,902,087		1,545,695		81,035,698
				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.

						For		Against		Abstentions
	4.			Approval of an amendment to the Company’s By-laws to provide that holders of at least 15% of the combined voting power of the Company’s outstanding capital stock may request a special meeting of stockholders.		944,304,826		45,898,554		1,649,263
				Under the Company’s By-laws, the amendment was approved, having received “for” votes from a majority of the outstanding shares of Common Stock.

												Broker
						For		Against		Abstentions		Non-Votes
	5.			Stockholder proposal regarding simple majority vote.		638,071,878		270,679,803		2,065,264		81,035,698
				Under the Company’s By-laws, the proposal passed, having received “for” votes from a majority of the votes duly cast by the holders of Common Stock.

												Broker
						For		Against		Abstentions		Non-Votes
	6.			Stockholder proposal regarding equity retention policy.		212,040,441		694,546,283		4,230,221		81,035,698
				Under the Company’s By-laws, the proposal failed, having received “for” votes from less than a majority of the votes duly cast by the holders of Common Stock.

												Broker
						For		Against		Abstentions		Non-Votes
	7.			Stockholder proposal regarding advisory vote on executive compensation.		408,751,703		477,446,793		24,618,449		81,035,698
				Under the Company’s By-laws, the proposal failed, having received “for” votes from less than a majority of the votes duly cast by the holders of Common Stock.

Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
3.1		By-laws of the Company, as amended through May 21, 2010.
10.1		Time Warner Inc. 2010 Stock Incentive Plan.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 27, 2010

EXHIBIT INDEX

Exhibit		Description
3.1		By-laws of the Company, as amended through May 21, 2010.
10.1		Time Warner Inc. 2010 Stock Incentive Plan.