ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 1, 2014, the Board of Directors (the "Board") of Warner Music Group Corp.
(the "Company") was increased in size to eleven (11) directors and Dr. Mathias
DÖpfner, Noreena Hertz and Oliver Slipper were elected by the Company's
stockholders to fill the vacancies on the Board as a result of such increase.
The new directors will hold office until the next annual general meeting of
shareholders or until removed from office in accordance with the Company's
bylaws. There was no arrangement or understanding between Dr. Mathias DÖpfner,
Noreena Hertz and Oliver Slipper and any other person pursuant to which they
were selected as directors.
Mathias DÖpfner is Chairman and CEO of Axel Springer SE in Berlin. He has been
with Axel Springer AG since 1998, initially as Editor-in-Chief of Die Welt and
since 2000 as Member of the Management Board. During his career he has held
different positions in media companies. Among others he was Editor-in-Chief of
the newspapers Wochenpost and Hamburger Morgenpost. At Gruner+Jahr he was
Assistant to the CEO in Hamburg and on the staff of the Head of International
Business in Paris. Mr. DÖpfner has also worked as author and Brussels based
correspondent for Frankfurter Allgemeine Zeitung. He studied Musicology, German
and Theatrical Arts in Frankfurt and Boston. He is a Member of the Board of
Directors of Time Warner Inc., Member of the Board of Directors of RHJ
International SA and holds several honorary offices, among others at the
American Academy, the American Jewish Committee and the European Publishers
Council (EPC). In 2010 he was Visiting Professor in Media at the University of
Cambridge and became a member of St. John's College.
Noreena Hertz advises some of the biggest organizations and most senior figures
in the world on strategy, decision-making, corporate social responsibility and
global economic and geo-political trends. Her best-selling books, Eyes Wide
Open, the Silent Takeover and IOU: The Debt Threat, have been published in 20
countries. Professor Hertz served as a member of Citigroup's Politics and
Economics Global Advisory Board between 2007 and 2008 and as a member of
the Advisory Group steering McKinsey CEO Dominic Barton'sInclusive Capitalism
Taskforce between 2012 and 2013. She is also a Trustee of the UK think tank
IPPR. A much sought-after commentator on television and radio Hertz contributes
to a wide range of publications and networks including The BBC, CNN,
CNBC, CBS, The New York Times, The Wall Street Journal, The Daily Beast, the
Financial Times, the Guardian, The Washington Post, The Times of London, Wired,
and Nature. She has given Keynote Speeches at TED and The World Economic Forum,
as well as for leading global corporations, and has shared platforms with such
luminaries as President Bill Clinton and James Wolfensohn. An influential
economist on the international stage, Hertz also played a pivotal role in the
development of (RED), an innovative commercial model to raise money for people
with AIDS in Africa, having inspired Bono (co-founder of the project) with her
writings. Professor Hertz has been described by the Observer as "one of the
world's leading young thinkers," Vogue as "one of the world's most inspiring
women" and was featured on the cover of Newsweek's September 30, 2013 issue in
Europe, Asia and the Middle East. She has an MBA from the Wharton School of the
University of Pennsylvania and a Ph.D. from the University of Cambridge. Having
spent 10 years at the University of Cambridge as Associate Director of the
Centre for International Business and Management, in 2014 she moved to
University College London where she is Honorary Professor at the Centre for the
Study of Decision-Making.
Oliver Slipper was appointed to the Board of Perform Group plc in August 2007
and currently serves as Joint-CEO. Together with Simon Denyer, Joint-CEO of
Perform, Mr. Slipper took the business public, achieving a listing on the London
Stock Exchange in 2011, with a market capitalization of over £500 million.
Previously he was the Chief Executive Officer of Premium TV until its
amalgamation with Inform Group in 2007 to create Perform. Mr. Slipper joined
Premium TV in 2001 as Commercial Manager. In 2005, he was appointed Chief
Executive Officer. Prior to Premium TV, Mr. Slipper worked at Accenture within
the Media and Entertainment team, where he worked for clients including Cable &
Wireless, NTL and Sony Playstation advising on digital strategies. He holds a BA
(Hons) in Classical Studies from Manchester University. He also serves on the
Board of Surrey County Cricket Club and is a Patron of the Zoological Society of
We believe the new directors' various experiences in the entertainment industry,
advising and managing companies, among other qualifications described above,
give them the qualifications and skills to serve as directors of the Company.
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.
Mathias DÖpfner will be entitled to an annual retainer of €250,000, payable pro
rata quarterly in arrears, for his service as a director on the Company's Board.
All of the new directors will be entitled to reimbursement of their fees and
expenses, including fees incurred in connection with travel to meetings.
On May 2, 2014, the Company issued a press release announcing the above. A copy
of the press release is furnished herewith as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following Exhibit is furnished as part of this Current Report
on Form 8-K.
99.1 Press release issued by Warner Music Group Corp. on May 2, 2014.