Shareholders at TW reject more oversight


As chairman and CEO Richard Parsons defended an anemic stock performance since he took the helm of Time Warner five years ago, shareholders rejected proposals that sought to give them more oversight of executive pay packages and that might have split the role of the chairman and chief executive.

Representing a pension fund that owns more than 150,000 Time Warner shares, a spokeswoman told fellow shareholders at the company's annual meeting Friday that Parsons and COO Jeffrey Bewkes recently earned annual pay amounting to $22 million and $18 million, respectively, even as 5,000 employees lost their jobs while others lost their stock-option grants.

The group's proposal to have more say in how well top executives are compensated, though, only garnered about 40% of the votes cast, while another proposal asking that the board make reasonable attempts not to name a chairman who also serves as CEO garnered just 15% of the votes.

Passing by fairly wide margins, on the other hand, were measures asking that the company change rules that require an 80% vote on certain company matters to a simple majority and one allowing shareholders with 10%-25% of the outstanding stock the ability to call a special shareholder meeting. Plus, all 13 members of the board of directors were re-elected by at least 94% of the votes cast.

One shareholder received applause when he called on Parsons to explain why, based on Friday's $21.54 closing price, the stock has moved just 13.3% higher since May 1, 2002, the day before Parsons was elevated to the top post. By contrast, Walt Disney Co. shares have gained 56.7% since then, and News Corp. is up 81.4%.

Parsons noted that around the time he took over the company, it was besieged by shareholder lawsuits and government investigations, much of it related to the AOL merger, which sank the stock to $10, so if that price is used as a yardstick, the stock has more than doubled.

"We had a lot of fallout from the merger we had to work through," he said.

Parsons also said the company's $20 billion stock-buyback program -- one that was spurred by activist shareholder Carl Icahn -- was completed last week when Time Warner traded the Atlanta Braves baseball team and other assets to Liberty Media for 68.5 million Time Warner shares that Liberty held.

One shareholder congratulated Time Warner for portraying smoking in movies less, then called on the company to do likewise concerning violence.

"Violence is a tough one," Parsons said. "What we probably won't do is publish a kind of code of conduct" but instead try to avoid its glorification.

Ousted HBO topper Chris Albrecht was mentioned by a shareholder concerned about Time Warner's security procedures, suggesting that CNN's Lou Dobbs might attract danger because of his tough stance on illegal immigration. Some observers speculated that Albrecht was let go so quickly after his arrest in Las Vegas for allegedly assaulting his girlfriend because Time Warner execs didn't want to deal with the issue at its shareholder meeting.

Parsons also showed trailers for "Harry Potter and the Order of the Phoenix," due out July 13, and "Hairspray," starring John Travolta and due out one week later.

He drew laughs when he attempted to introduce a 4-year-old girl he called Time Warner's "youngest shareholder," prompting a woman from the back of the Steven J. Ross Theatre to shout, "She's out playing right now."

"That's probably a good call," he quipped.

Other light moments included an elderly shareholder, who, after regaling the audience with a story about meeting Jack Warner 60 years ago, asked Parsons if he could get country music couple Tim McGraw and Faith Hill to help him build a memorial to fallen soldiers. And another shareholder asked how he could partner with Time Warner to make educational children's programming. "I love doing this," Parsons said as he introduced the man to Warner Bros. chairman Barry Meyer.