Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Director
On April 27, 2023, Alex Blavatnik 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. Alex Blavatnik has served as
a director since 2011. Alex Blavatnik's decision to resign from the Board was
not the result of any disagreement with the Company or the Board.
Also on April 27, 2023, Valentin Blavatnik, age 25, 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 Alex Blavatnik's
resignation. He will hold office until the next annual general meeting of
stockholders or until removed from office in accordance with the Company's
bylaws. He was appointed by Access Industries, LLC ("Access") pursuant to the
Stockholder Agreement between the Company and Access, dated as of May 29, 2020,
under which Access has the right to designate members of the Board, subject to
maintaining specified ownership requirements.
Valentin Blavatnik has been an analyst at LionTree LLC ("LionTree") since 2021
and has been a production executive at Eden Productions since 2020. He was an
associate at Access from 2019 to 2020 and worked in music artist management from
2016 to 2019. He has a Bachelor of Arts in Cinematic Arts from the University of
Southern California. He is the son of Len Blavatnik.
The Company believes Valentin Blavatnik will bring beneficial experience and
attributes to the Board, among which are his experience working with companies,
including as an analyst at LionTree and as an associate at Access, and his
experience in the music entertainment industry and working directly with
artists. The Company also believes he will add generational diversity and fresh
perspectives to the Board.
Committee Appointments
Also effective as of April 27, 2023, the Nominating and Corporate Governance
Committee recommended certain committee changes, which the Board adopted.
Michael Lynton was appointed to serve on the Finance Committee, replacing Alex
Blavatnik. The Board determined not to replace Alex Blavatnik on the
Compensation Committee, which will result in the Compensation Committee being
comprised of a majority of independent directors. Valentin Blavatnik was
appointed to serve on the Executive Committee.
Related Party Transactions
See the Company's proxy statement on Schedule 14A filed with the U.S. Securities
and Exchange Commission on January 19, 2023 for information regarding the
Company's related party transactions with Access.
On April 27, 2023, the Company issued a press release announcing the election of
Mr. Blavatnik 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 April 27, 2023
104 Cover Page to this Current Report on Form 8-K in Inline XBRL.
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