The farewells at AOL Time Warner's ( AOL) annual meeting aren't looking quite as fond as they used to be.

Continuing shareholder unhappiness at the media and entertainment conglomerate is likely to make Friday's shareholder meeting at a northern Virginia resort far less of a love fest than another major media gathering Friday, Comcast's ( CMCSA) analyst day in New York City.

But in a season when shareholder rebellion has joined the sell rating as Wall Street's latest fashion, AOL Time Warner's critics don't appear to be joining forces around a single issue in advance of Friday's get-together.

Rather, they've got several issues to complain about in the areas of financial performance and corporate governance, suggesting that the meeting will be unpleasant for AOL Time Warner's management, but not the scene of a dramatic showdown.

"I think it's going to be one of the more raucous meetings of the year," says Patrick McGurn, senior vice president of proxy advisory firm Institutional Shareholder Services.

Great Quarter

Certainly, for the second year in a row, AOL Time Warner executives won't have a happy story to recount. The company's shares, which traded Thursday at $13.70, up 23 cents, are down 27% from their closing price on the day of 2002's annual meeting, held exactly one year ago. Shares were trading above $55 in the weeks following the merger of America Online and Time Warner in early 2001.

The merger story began to sour before 2001's end, as AOL Time Warner executives began their serial estimate-lowering for the company. But that was only part of the bad news shareholders have had to suffer through this year. One blow came from the company's record-setting, billion-dollar writedowns. Another came from the revelations and investigations of AOL's suspect revenue recognition policies -- investigations yet to be resolved.


Southbound
AOL's long slide


It's no wonder shareholders are grumpy, especially former Time Warner shareholders who wonder whether the merger with AOL was the fleecing of this still-young century.

At this year's meeting, shareholders once again may be comforted to know that someone is flying out the door as partial restitution for their losses. One year ago, CEO Jerry Levin departed. This year it's AOL personification Steve Case who is stepping down as chairman, though he's planning to remain on the company board.

Leading Indicators

But beyond these self-imposed demotions, what shareholders believe will set things aright is unclear. Three leading indicators of the vote aren't leading in a specific direction.

Gordon Crawford, head of Capital Research & Management -- AOL Time Warner's largest institutional shareholder, with 7.1% of the stock -- is focusing the blame squarely on the AOL regime, if you believe The Wall Street Journal. He's withholding directorship votes for Case, as well as Case allies Ken Novack and Miles Gilburne, that story goes. Crawford didn't immediately respond to a request for comment.

Crawford's reported agenda overlaps only slightly with that of the California Public Employees' Retirement System -- the nation's largest public pension fund -- which said last week that it was opposing the re-election of directors Gilburne and Jim Barksdale , because they're what Calpers calls "affiliated outsiders," and as such shouldn't be on the board's compensation and audit committees. Calpers also objects to Ernst & Young as auditor, and to the directors who approve of it as such.

Institutional Shareholder Services -- which advises numerous institutional shareholders on how to vote specific issues -- concurs with Calpers about Gilburne and Barksdale, but doesn't find the auditing situation objectionable. ISS does, however, object to AOL Time Warner's proposed stock incentive compensation plan, finding it too costly.

In sum, the dissatisfaction is there at AOL Time Warner, but the issues are diffuse. "All these objections sprang up independently of one another," says McGurn. "They're all reflecting different flaws in performance or corporate governance practices at the company."

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