SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
   For a description of the voting rights that will be granted to holders of
AOL Time Warner series common stock and AOL Time Warner preferred stock, see
"Voting Rights" for each of AOL Time Warner series LMC common stock, AOL Time
Warner series LMCN-V common stock, AOL Time Warner series E preferred stock,
AOL Time Warner series F preferred stock, AOL Time Warner series I preferred
stock and AOL Time Warner series J preferred stock under "Description of AOL
Time Warner Capital Stock."
 
Number and Election of Directors
 
   America Online.  The board of directors of America Online has eleven
members. The America Online restated by-laws provide that the America Online
board of directors will consist of a number of directors to be fixed from time
to time by the America Online board of directors, and the America Online
restated certificate of incorporation provides that any change in the size of
the board of directors requires the vote of a majority of the total number of
authorized directors.
   
   The America Online restated certificate of incorporation and restated by-
laws provide for the America Online board of directors to be divided into three
classes, as nearly equal in size as possible, with one class being elected
annually. Members of the America Online board of directors are elected to serve
a term of three years, and until their successors are elected and qualified.
    
       
   Under Delaware law, stockholders do not have cumulative voting rights for
the election of directors unless the corporation's certificate of incorporation
so provides. America Online's restated certificate of incorporation does not
provide for cumulative voting.
 
   Time Warner.  The board of directors of Time Warner has 13 members. It is
anticipated that two members of the Time Warner board of directors will resign
effective as of the annual meeting of Time Warner's stockholders for the year
2000, in accordance with Time Warner's retirement policy for directors.
   
   The Time Warner by-laws provide that the Time Warner board of directors will
consist of a number of directors to be fixed from time to time pursuant to a
resolution adopted by the Time Warner board of directors but will, in any
event, not be less than three.     
 
   Neither the Time Warner restated certificate of incorporation nor the Time
Warner by-laws provides for a staggered board of directors.
 
   The Time Warner by-laws provide for directors to be elected by a plurality
of the votes cast by Time Warner stockholders entitled to vote in the election
of directors at a meeting at which a quorum is present.
 
   Time Warner's restated certificate of incorporation does not provide for
cumulative voting.
 
   AOL Time Warner.  The board of directors of AOL Time Warner initially will
consist of 16 members, eight of whom will be designated by America Online and
eight of whom will be designated by Time Warner. The AOL Time Warner restated
by-laws will provide that the AOL Time Warner board of directors will consist
of a number of directors to be fixed from time to time by the AOL Time Warner
board of directors, however, any change in the size of the board of directors
will require a vote of not less than 75% of the total number of authorized
directors.
 
   Neither the AOL Time Warner restated certificate of incorporation nor the
AOL Time Warner restated by-laws will provide for a staggered board of
directors.
 
                                      108