Time Warner director over board

Gilburne ankles as shakeup continues

Time Warner announced Tuesday that former AOL exec and TW director Miles Gilburne has opted not to stand for re-election to the conglom’s board this year — the latest development in what’s proving to be a housecleaning of sorts ahead of a contentious annual meeting this spring.

Corporate raider Carl Icahn is pushing for change at TW and has threatened to run a competing slate of directors — although he’s been having trouble finding media and entertainment types to fill the seats. Icahn has griped that too many on Time Warner’s board were former execs and directors of AOL, which decimated TW’s stock after their merger five years ago. Netco’s former chairman-CEO Steve Case said in October he plans to leave Time Warner’s board.

“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,” Gilburne said in a statement.

A Time Warner rep said Gilburne’s departure is unrelated to Icahn’s campaign.

TW chairman-CEO Richard Parsons thanked 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.”

Ironically, the division that caused TW so much pain has become one of its hottest properties as Internet advertising and digital distribution take flight.

And Case, who publicly urged a split-off of AOL, may be more aligned with Icahn’s thinking than most other directors.

Icahn has hired investment bank Lazard to study the conglom and issue a report recommending action it could take to boost its lagging stock. The report, or a part of it, is due out late this month and is likely to recommend at least a partial split-up of the company.

A large number of stockholders withheld support for Gilburne’s (and Case’s) re-election to the board at TW’s 2003 annual meeting. An influential shareholder advisory firm had questioned Gilburne’s status as an independent director given his inclusion on the board’s nominating and governance committee. He left the committees and garnered more support last year.

Gilburne, 54, was a director of AOL from 1999 until the AOL/Time Warner merger in January 2001. Previously, he was senior VP for corporate development, overseeing strategic planning and acquisitions, joint ventures and alliances. Since 2000, Gilburne has been a managing member of ZG Ventures, a venture capital and investment company.

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