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The Time Warner (TWX) Outrage Express seems to have run out of fuel.

Heading into Friday afternoon's annual shareholder meeting, the mild unrest that characterized last year's gathering appears to be absent.

Perhaps that's because the media-and-entertainment conglomerate has made some governance changes. Or maybe it's because Time Warner's stock, though well off its 2001 high, at least has eked out some gains over the last year.

In any case, Wall Street isn't complaining. The quiet stands in stark contrast, as far as media and entertainment stocks are concerned, with the ongoing attack on


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leadership led by dissident former directors Roy Disney and Stanley Gold.

The Time Warner meeting, slated to kick off in Burbank, Calif., at 10 a.m. PDT, just isn't garnering the level of antidirector anger seen last year, said Patrick McGurn, senior vice president of proxy advisory firm Institutional Shareholder Services.

"I don't think we're going to see anything close to the level of 'no' votes that we saw there last year," McGurn said. "For purposes of a 'no' vote campaign, there apparently wasn't much of a catalyst."

Time Warner's shares fell 5 cents Thursday to close at $16.30. Shares are up 17% from their closing price on the eve of last May's shareholder meeting.

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Coast Is Clear

Compared to last year's proxy meeting, when the company was still known as AOL Time Warner, the silence from one of the usual weighers-in is deafening. A week before last year's meeting, the California Public Employees' Retirement System, the nation's largest public pension fund,

announced it was withholding votes for five company directors.

Calpers had objected to three of them because they had permitted Ernst & Young, Time Warner's auditor, to do consulting work; two more, said Calpers, were objectionable because they were what the pension fund called "affiliated outsiders" on the board's compensation and nominating committees.

ISS objected to the affiliated outsiders as well.

This year, neither of those two directors -- former Netscape CEO Jim Barksdale and former AOL executive Miles Gilburne -- is on such a committee, though Time Warner still designates each as independent. And Calpers, as of Thursday evening, had neither posted its planned proxy votes on its Web site nor responded to a reporter's query over its voting plans.

Last year,

35% of voting shareholder withheld votes for Gilburne, making him the least popular of the Time Warner directors up for election. Removing Gilburne from the nominating and governance committee, said McGurn, "eliminated the withhold vote against his re-election."

ISS is recommending a vote for all shareholders this year, as well as for the ratification of Ernst & Young as auditor.

Another proxy advisory firm, Glass Lewis, recommends a vote against Ernst & Young, based in part on problems AOL has had with its accounting while Ernst & Young was its auditor. Glass Lewis also recommends withholding votes for Gilburne, former AOL Chairman Steve Case, and former AOL Vice Chairman Kenneth Novack, based on their record at AOL.

It also recommends a vote against nominating and governance committee chair Carla Hills, for the company's failure to appoint a non-executive chairman of the board or a lead independent director.