SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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     to nominate for election or re-election as a director, including that
     person's written consent to being named in the proxy statement as a
     nominee and to serving as a director if elected;
 
  .  a brief description of the business the stockholder proposes to bring
     before the meeting, the reasons for conducting that business at that
     meeting and any material interest of the stockholder in the business
     proposed; and
 
  .  the stockholder's name and address as they appear on America Online's
     books and the class and number of shares of America Online which are
     beneficially owned by the stockholder.
 
   The chairman of any America Online stockholder meeting has the power to
determine whether the nomination or proposal was made by the stockholder in
accordance with the advance notice procedures set forth in America Online's
restated by-laws. If the chairman determines that the nomination or proposal
is not in compliance with America Online's advance notice procedures, the
chairman may declare that the defective proposal or nomination will be
disregarded.
   
   Time Warner. Under the Time Warner by-laws, at any annual meeting of
stockholders, only such business will be conducted as is brought before the
annual meeting by or at the direction of the chairman of the meeting, or by
any stockholder who is a holder of record at the time of giving proper notice
in accordance with the provisions of the Time Warner by-laws and who complies
with the procedures set forth in the Time Warner by-laws.     
 
   For business to be properly brought before an annual meeting by a
stockholder, including the nomination of candidates for election to Time
Warner's board of directors, the stockholder must give written notice to the
Secretary of Time Warner not less than 70 days nor more than 120 days prior to
the anniversary date of the immediately preceding annual meeting. In the event
the date of the annual meeting is more than 30 days earlier or more than 60
days later than the anniversary date of the preceding meeting, then the
stockholder must deliver written notice to the Secretary of Time Warner not
earlier than the 120th day prior to the annual meeting nor later than the
close of business on the later of the 70th day prior to the annual meeting or
the 10th day following the day on which public announcement of the date of the
annual meeting is made.
 
   A stockholder's notice to Time Warner must set forth all of the following:
 
  .  a brief description of the business desired to be brought before the
     annual meeting and the reasons for conducting that business at the
     annual meeting;
 
  .  the stockholder's name and address, as they appear on Time Warner's
     books, and the class and number of shares of Time Warner stock which are
     beneficially owned by the stockholder;
 
  .  any material interest of the stockholder in the business desired to be
     brought before the annual meeting; and
 
  .  if the stockholder intends to solicit proxies in support of his or her
     proposal, a representation to that effect.
   
   In the case of a notice of nomination of candidates for election to Time
Warner's board of directors, the notice must set forth:     
     
  .  the name and address of the stockholder who intends to make the
     nomination and of the persons to be nominated;     
     
  .  a representation that the stockholder is a holder of record of stock of
     Time Warner entitled to vote at the meeting and intends to appear in
     person or by proxy at the meeting to nominate the persons specified in
     the notice;     
     
  .  a description of all arrangements or understandings between the
     stockholder and each nominee and any other persons (naming such persons)
     pursuant to which the nomination is to be made by the stockholder;     
 
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