Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
New Director
On July 13, 2021, Thomas H. Lee resigned from the Board of Directors (the
"Board") of Warner Music Group Corp. (the "Company") and all committees thereof,
effective upon the appointment of his replacement. Mr. Lee has served as a
director since 2011. Mr. Lee's decision to resign from the Board is not the
result of any disagreement with the Company or the Board. In light of his many
contributions to the Company, Mr. Lee has been given the title of Director
Emeritus of the Company, effective upon his resignation. Mr. Lee will also be
entitled to compensation and fees as may be deemed appropriate by the Company in
view of Mr. Lee's services to the Company.
Also on July 13, 2021, Nancy Dubuc was elected to the Board in accordance with
the Company's certificate of incorporation, effective immediately, to fill the
vacancy on the Board resulting from Mr. Lee's resignation. Ms. Dubuc was also
elected to serve on the Audit Committee of the Board as chairperson, and on the
Executive Committee of the Board, effective immediately. Ms. Dubuc will hold
office until the next annual general meeting of stockholders or until removed
from office in accordance with the Company's bylaws. There was no arrangement or
understanding between Ms. Dubuc and any other person pursuant to which she was
selected as a director.
Ms. Dubuc is Chief Executive Officer of VICE Media Group ("VICE"), today's
largest independent youth media company. Since joining VICE in 2018 she has
directed the expansion and transformation of the company's global businesses and
has also initiated a cultural transformation driven by processes to vastly
increase communication, transparency and accountability. Prior to joining VICE,
Ms. Dubuc served as President and Chief Executive Officer of A+E Networks.
Ms. Dubuc currently serves on the board of directors of Vice Media LLC and
Flutter Entertainment PLC. Ms. Dubuc has a reputation as a powerful creative
with an additional history of overwhelming programmatic success.
The Company believes Ms. Dubuc's 25+ years of media experience, proven track
record of successfully diversifying revenue through new business models,
distinct ability to build effective leadership teams and financial/operational
transformations give her the qualifications and skills to serve as a director of
the Company.
Committee Appointments
In connection with the election of a new director to the Board, as well as the
resignations of Lincoln Benet from the Finance Committee of the Board, effective
as of the date of Mr. Lee's resignation and Len Blavatnik's resignation from the
Compensation Committee of the Board and the Nominating and Corporate Governance
Committee of the Board, effective as of April 30, 2021, the Nominating and
Corporate Governance Committee of the Board recommended certain committee
changes, which the Board adopted. As noted above, Ms. Dubuc has been elected to
serve on the Executive Committee. Additionally, Ceci Kurzman has been elected to
serve on the Compensation Committee of the Board and Ynon Kreiz has been elected
to serve on the Nominating and Corporate Governance Committee of the Board.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K
and Item 404(a) of Regulation S-K.
Director Compensation
Ms. Dubuc will be compensated in accordance with previously disclosed
compensation programs for the Company's non-officer directors.
--------------------------------------------------------------------------------
On July 13, 2021 the Company issued a press release announcing the election of
Ms. Dubuc to the Board. A copy of the press release is furnished herewith as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated July 13, 2021
104 Cover Page to this Current Report on Form 8-K in Inline XBRL.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses