Two resign from Warner Bros. Discovery board amid DOG investigation

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Two resign from Warner Bros. Discovery board amid DOG investigation

Warner Bros. Discovery said today that director Steven A. Miron and Steven O. Newhouse, both of whom have informed the board that they have resigned, after the US Department of Justice informed them that it was investigating whether they served on the company’s board of directors. Violated Section 8 of the Clayton Antitrust Act.

Newhouse is co-chairman of Advance, Miron is CEO of the Advance/Newhouse Partnership, both privately held. The Newhouse family owns about 8% of WBD stock through their previous stake in Discovery.

“Myron and Newhouse informed WBD that, without admitting any violations and in light of the changing dynamics of competition in the entertainment industry, they have decided to resign rather than contest the case,” the company said.

The terms of both were to end in March 2025.

Miron was a member of the Board’s Compensation Committee. Newhouse was a
Member of the Nomination and Corporate Governance Committee.

The resignations were not the result of any disagreement with the company on any matter related to WBD’s “operations, policies or practices,” the company said in an SEC filing today.

It said the board simultaneously adopted a resolution to reduce its size to eleven directors.

Miron and Newhouse were appointed to the WBD board upon the closing of the merger between Discovery and WarnerMedia on April 8, 2022, and served as third-tier directors. The two were originally named by Discovery to the WBD board as two of the company’s six designers.

Miron is the Chief Executive Officer of Advance/Newhouse Partnership, a privately held media company, and a Senior Executive Officer at Advance, a private, family business that owns and invests in a wide range of media and technology companies. He served as Discovery Director from 2008-2022.

Newhouse is co-chairman of Advance. He previously served as a board observer at Discovery from 2008-2022, and was on the WBD Nominations and Corporate Governance Committee.

“On behalf of our Board and WBD’s leadership team, I want to thank Steve Miron and Steven Newhouse for their exceptional service and long-term commitment to Discovery and Warner Bros. Discovery,” said David Zaslav, CEO of WBD.

“Both Steve and Steven have been a great source of wise advice and tremendous industry insight over the years, and they have been integral in getting this new company up and running and on a path to long-term growth. We are extremely grateful for their steadfast support and wish them all the best.”

WBD Chairman of the Board Samuel A. Di Piazza, Jr. said: “On behalf of the entire WBD Board of Directors, I want to express our gratitude to Steve Miron and Steven Newhouse for their service on behalf of WBD’s shareholders and for their contribution to the Board’s deliberations and work. There are many contributions. We will miss him as colleagues in the board room and wish him all the best in his future endeavours.”

Steven Newhouse said: “From our investment in Discovery Channel in the early days of cable, through Bob Miron’s service as Discovery’s board chairman and Steve and my service on this board, and the enormous efforts of John Malone and David Zaslav. “We are proud to have played a role in building this great company and to remain a major shareholder. We are disappointed to be leaving the Board, but want to do the right thing for WBD.”


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