SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   The AOL Time Warner restated by-laws will provide that directors are elected
by a plurality of the votes cast by AOL Time Warner stockholders entitled to
vote in the election of directors at a meeting at which a quorum is present.
 
   AOL Time Warner's restated certificate of incorporation will not provide for
cumulative voting.
 
Vacancies on the Board of Directors and Removal of Directors
   
   General. Delaware law provides that if, at the time of the filling of any
vacancy or newly created directorship, the directors then in office constitute
less than a majority of the authorized number of directors, the Delaware Court
of Chancery may, upon application of any stockholder or stockholders holding at
least 10% of the outstanding stock of the corporation having the right to vote
for such directors, order an election to be held to fill the vacancy or replace
the directors selected by the directors then in office.     
 
   America Online.  Vacancies on the board of directors of America Online,
including vacancies and unfilled newly created directorships resulting from any
increase in the authorized number of directors, may be filled only by a
majority vote of the directors then in office, though less than a quorum.
   
   America Online's restated certificate of incorporation provides that
directors may be removed only for cause and only by the affirmative vote of the
holders of at least 80% of the voting power of the then outstanding shares of
America Online capital stock entitled to vote generally in the election of
directors, voting together as one group.     
   
   Time Warner.  Vacancies on the board of directors of Time Warner may only be
filled by the majority of the remaining directors in office, though less than a
quorum. Newly created directorships resulting from an increase in the
authorized number of directors may be filled by the Time Warner board of
directors, or, if not so filled, by the Time Warner stockholders at the next
annual meeting or at a special meeting called for that purpose.     
   
   Delaware law provides that, except in the case of a classified board of
directors or where cumulative voting applies, a director, or the entire board
of directors, of a corporation may be removed, with or without cause, by the
affirmative vote of a majority of the shares of the corporation entitled to
vote at an election of directors. These provisions of Delaware law regarding
the removal of directors govern the removal of directors from the Time Warner
board of directors.     
   
   AOL Time Warner.  The AOL Time Warner restated certificate of incorporation
will provide that vacancies on the board of directors of AOL Time Warner may
only be filled by the majority of the remaining directors in office, though
less than a quorum. During the one year period following completion of the
merger, any vacancy on the AOL Time Warner board of directors created by a
designee of America Online or Time Warner will be filled with a new director
selected by the majority of the remaining designees of America Online or Time
Warner, as applicable, on the AOL Time Warner board of directors. Newly created
directorships resulting from any increase in the authorized number of directors
may be filled by the AOL Time Warner board of directors, or, if not so filled,
by the AOL Time Warner stockholders at the next annual meeting or at a special
meeting called for that purpose.     
   
   Delaware law provides that, except in the case of a classified board of
directors or where cumulative voting applies, a director, or the entire board
of directors, of a corporation may be removed, with or without cause, by the
affirmative vote of a majority of the shares of the corporation entitled to
vote at an election of directors. These provisions of Delaware law regarding
the removal of directors will govern the removal of directors from the AOL Time
Warner board of directors.     
 
Amendments to the Certificate of Incorporation
 
   General. Under Delaware law, an amendment to the certificate of
incorporation of a corporation requires the approval of the corporation's board
of directors and the approval of holders of a majority of the outstanding
 
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