UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2008
Warner Music Group Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32502 | 13-4271875 | ||
| (State or other jurisdiction or incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 75 Rockefeller Plaza, New York, New York | 10019 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 275-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(b) On October 24, 2008, Jonathan M. Nelson resigned from his position as a member of the Board of Directors of Warner Music Group Corp.
A copy of the press release announcing Mr. Nelson’s resignation is furnished as Exhibit 99.1 hereto.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits. The following Exhibit is furnished as part of this Current Report on Form 8-K.
| Exhibit No. |
Description | |
| 99.1 |
Press Release issued by Warner Music Group Corp. on October 24, 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Warner Music Group Corp. | ||||
| Date: October 24, 2008 | By: | /s/ Steven Macri | ||
| Steven Macri | ||||
| Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Warner Music Group Corp. on October 24, 2008. |
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Exhibit 99.1
WMG ANNOUNCES THE RESIGNATION OF JONATHAN NELSON
FROM ITS BOARD OF DIRECTORS
New York, October 24, 2008 – Warner Music Group Corp. (NYSE: WMG) today announced that Jonathan M. Nelson has resigned from its Board of Directors, effective October 24, 2008. Mr. Nelson, who is the founder and Chief Executive Officer of Providence Equity Partners, Inc., a leading private equity firm focused on media, entertainment, communications and information services investments, indicated to the Company that due to the relative size of Providence’s investment in WMG compared to other portfolio investments, he was electing to discontinue his service on WMG’s Board of Directors in order to commit additional time to other responsibilities.
“Jonathan’s expertise has been extremely valuable to WMG and we will miss his wise counsel. With regret, we accept his resignation and wish him all the best in his other activities,” said WMG’s Chairman and Chief Executive Officer Edgar Bronfman, Jr.
Mr. Nelson, who has served as a WMG director since March 4, 2004, is a director of Bresnan Broadband Holdings, LLC, Hulu, Metro Goldwyn Mayer, Univision Communications, Inc. and Yankees Entertainment and Sports Network, Inc.
“I have enjoyed working with my fellow WMG Board members and with Edgar and his team at Warner Music,” said Nelson. “I regret that my other commitments prevent me from continuing to serve on the WMG Board but I look forward to the Company’s future success.”
Affiliates of Providence Equity Partners currently hold approximately 8% of WMG’s common stock.
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ABOUT WARNER MUSIC GROUP
Warner Music Group became the only stand-alone music company to be publicly traded in the United States in May 2005. With its broad roster of new stars and legendary artists, Warner Music Group is home to a collection of the best-known record labels in the music industry including Asylum, Atlantic, Bad Boy, Cordless, East West, Elektra, Lava,
Nonesuch, Reprise, Rhino, Roadrunner, Rykodisc, Sire, Warner Bros. and Word. Warner Music International, a leading company in national and international repertoire, operates through numerous international affiliates and licensees in more than 50 countries. Warner Music Group also includes Warner/Chappell Music, one of the world’s leading music publishers, with a catalog of more than one million copyrights worldwide.