Media giant

Time Warner

(TWX)

said director Miles Gilburne won't stand for re-election when shareholders meet this spring.

The news comes as 3.5% Time Warner owner Carl Icahn, dissatisfied with management's efforts to move the company forward, prepares to mount a proxy battle.

The news adds another vacancy to the board, following the resignation late last year of AOL founder Steve Case. The Case and Gilburne resignations mean Time Warner will have 13 directors come May.

A Time Warner rep says the move isn't related to Icahn's crusade and adds that company policy is to have a board12 to 16 strong. Excluding Gilburne, 10 of the 13 board members have been in place since 2001's much-maligned AOL/Time Warner merger.

In response to the company's perpetually flagging share price, Icahn has said he would like to see sweeping strategic changes including a possible splitup and a bigger stock buyback. He has hired Lazard Freres hard hitter Bruce Wasserstein to map out a strategic plan for the company's future and to cook up an alternative slate of directors.

"Although Time Warner is a great company and serving on its Board of Directors has been a great honor, I have concluded that my expertise and skills can best be leveraged at this time as a participant in younger companies with a more exclusive focus on digital products and services for an increasingly networked world," said Gilburne. "Although I will not stand for re-election, I will serve as a Director for the remainder of my term and will continue to work with Dick Parsons and my fellow Board members in our ongoing efforts to deliver value for Time Warner shareholders."

"On behalf of Time Warner's Board of Directors and senior management team, I thank Miles Gilburne for his years of dedicated service to the company, both as a Board member and as a senior executive at America Online, where he was instrumental in building AOL into an industry leader," said Parsons. "Our company has greatly benefited from his pioneering energy and forward-thinking insights. We will also miss his intelligence and creativity. We wish him well."

Gilburne, 54, served as a director of America Online from 1999 until the AOL/Time Warner merger in January 2001, and has been a director of the company since that date. From 1995 to 1999, he was SVP, Corporate Development at America Online, where he was responsible for strategic planning and for major corporate acquisitions, joint ventures and alliances.

Shares of Time Warner were up 10 cents to $17.37 on Tuesday.