February 27, 2006

Fade to black — Turner leaves Time Warner

By Georg Szalai

NEW YORK (Hollywood Reporter) - CNN founder and media icon
Ted Turner is ready to say his farewells to the entertainment
industry and close a chapter in Time Warner's history.

He will leave the company's board in May rather than stand
for re-election at its annual shareholder meeting in Atlanta
that month, the world's largest media conglomerate said Friday.

TW also said that Carla Hills, a former U.S. trade
representative, will step down from her board seat in
accordance with the board's retirement age of 72. The two
departures bring the size of TW's board to 11 members.

Turner, 67, has been scaling back his role at the company
in recent years and will now end it along with his often
high-profile involvement in the overall entertainment industry.
His only tie will remain ownership of a stake in TW.

Turner is one of TW's largest individual shareholders with
more than 32 million shares that he holds directly or
indirectly, his spokesman said. In December, he reported owning
32.8 million shares. According to Bloomberg, TW has more than
4.66 billion shares outstanding.

It was not clear Friday whether he plans to hold the stock
for the longer term, with a spokesman saying that will be
Turner's decision over time.

"It is after much deliberation that I have decided not to
stand for re-election at the annual meeting," Turner said. "I
have enjoyed working with (TW chairman and CEO) Dick Parsons,
as well as the other board members and the management team. I
wish Dick and the company every success."

A spokesman said Friday that Turner was at a home in
Florida and not available for additional comment.

The spokesman said Turner has been thinking about ending
his TW board role for a while to focus on his philanthropic
endeavors and a growing restaurant business.

He first joined the board in the role of vice chairman when
his Turner Broadcasting System was acquired in 1996 by TW. The
deal vaulted TW to the top of the list of entertainment titans.

Turner relinquished his vice chairman role in early 2003,
saying: "I have devoted much of my life to philanthropic
interests and, more recently, to several socially responsible
business efforts," which have caused him "much personal

Industry observers had questioned years ago whether Turner
would keep his board role after showdowns with former TW CEO
Gerald Levin and former chairman Steve Case.

Turner had repeatedly criticized the results of the
much-maligned America Online-TW merger.

He was known, however, to have a good relationship with
Parsons, whose work he has largely praised in public
appearances. In an interview last week, Turner said Parsons is
doing a good job "for the most part."

The two exchanged compliments in Friday's statement from TW
as Parsons said: "Ted Turner's legendary record as a media
pioneer and executive at Turner Broadcasting and Time Warner
speaks for itself. He is a visionary leader who has made an
extraordinary contribution to this company and, indeed, to the
world at large."

It was not disclosed if TW would replace Turner and Hills.
An announcement regarding its slate of board candidates for the
May annual meeting is expected by late March or early April.
The company last week also agreed to appoint two new
independent directors by July 31 under a deal struck last week
with dissident shareholder Carl Icahn.

Turner's social and philanthropic work includes the UN
Foundation and the Turner Foundation, which supports
environmental efforts. His Ted's Montana Grill chain of
restaurants has about 40 locations, his spokesman said. It
offers "comfort food for the 21st century," according to its
Web site.

TW shares closed unchanged Friday at $17.27.

In a regulatory filing Friday, TW said its board on
Thursday adopted new procedures in the case a board member
receives more "withhold" votes from shareholders than "for"
votes in an uncontested election.

If a director receives a majority of "withhold" votes, they
must offer to resign, with the TW board having the right to
accept or reject that offer. "The board is required to make its
determination within 90 days following the certification of the
stockholder vote and make a public announcement of its
decision, including a statement regarding the reasons for its
decision if the board rejects the resignation offer," the firm
said in the filing.

Activist investors have pushed companies to consider board
members voted out when they received too many "withhold" votes
from shareholders.

Reuters/Hollywood Reporter