Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 21, 2023, the Board appointed Mr. Lowe to serve on the Audit Committee
and the Compensation Committee of the Board, each such appointment effective as
of April 2, 2023.
Mr. Lowe will be compensated for his services on the Audit Committee and the
Compensation Committee of the Board pursuant to the compensation program for
non-employee directors described in the Company's proxy statement dated
March 14, 2022 for the Company's 2022 annual meeting of stockholders, except
that his cash retainer for his service as a member of the Compensation Committee
will be $20,000, in accordance with the changes implemented by the Board to the
compensation program for all non-employee directors following the closing of the
acquisition of the WarnerMedia business. Each such cash retainer will be
pro-rated based on the effective date of Mr. Lowe's appointment to such
committee of the Board.
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