SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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meeting, if a consent in writing is signed by the holders of the outstanding
stock having the minimum number of votes necessary to authorize the action at a
meeting of stockholders.
 
   America Online. The America Online restated certificate of incorporation
limits stockholders' ability to act by written consent by requiring any action
by written consent to be unanimous.
 
   Time Warner. The Time Warner restated certificate of incorporation prohibits
stockholder action by written consent.
 
   AOL Time Warner. The AOL Time Warner restated certificate of incorporation
will prohibit stockholder action by written consent.
 
Ability to Call Special Meetings
   
   America Online. Special meetings of America Online stockholders may be
called by America Online's board of directors, by affirmative vote of a
majority of the total number of authorized directors, or by the chief executive
officer.     
   
   Time Warner. Special meetings of Time Warner stockholders may be called by
Time Warner's board of directors, by affirmative vote of a majority of the
total number of authorized directors, or by the chairman, the chief executive
officer or the president.     
   
   AOL Time Warner. The AOL Time Warner restated by-laws will provide that
special meetings of AOL Time Warner stockholders may be called by AOL Time
Warner's board of directors, by affirmative vote of a majority of the total
number of authorized directors, or by the chief executive officer.     
 
Notice of Stockholder Action
   
   America Online. Under the America Online restated by-laws, in order for a
stockholder to nominate candidates for election to America Online's board of
directors at any annual or any special stockholder meeting at which the board
of directors has determined that directors will be elected, timely written
notice must be given to the Secretary of America Online before the annual or
special meeting. Similarly, in order for a stockholder to propose business to
be brought before any annual stockholder meeting, timely written notice must be
given to the Secretary of America Online before the annual meeting.     
   
   Under America Online's restated by-laws, to be timely, notice of stockholder
nominations or proposals to be made at an annual stockholder meeting must be
received by the Secretary of America Online no less than 60 days nor more than
90 days before the first anniversary of the preceding year's annual meeting. If
the date of the annual meeting is more than 30 days before or more than 60 days
after the anniversary of the preceding year's annual meeting, notice will also
be timely if delivered within 10 days of the date on which public announcement
of the meeting was first made by America Online. In the case of a special
meeting, notice of a stockholder nomination must be received no later than 60
days nor more than 90 days before a special meeting at which directors are to
be elected or within 10 days of the date on which public announcement of the
special meeting was first made by America Online.     
   
   In addition, if the number of directors to be elected is increased and no
public announcement is made by America Online naming all of the nominees or
specifying the size of the increased board of directors at least 70 days before
the first anniversary of the preceding year's annual meeting, or, if the date
of the increase is more than 30 days before or more than 60 days after the
anniversary of the preceding year's annual meeting, at least 70 days before the
annual meeting, a stockholder's notice will be considered timely, with respect
to the nominees for any new positions created by the increase, if it is
delivered to the Secretary of America Online within 10 days of the date on
which public announcement of the meeting was first made by America Online.     
 
   A stockholder's notice to America Online must set forth all of the
following:
 
  .  all information required to be disclosed in solicitations of proxies for
     election of directors, or information otherwise required by applicable
     law, relating to any person that the stockholder proposes
 
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