Warner Bros. Discovery Board Members Resign Amidst DOJ Investigation
ICARO Media Group
Two board members of Warner Bros. Discovery, Steven Newhouse and Steve Miron, have stepped down from their positions following inquiries from the U.S. Department of Justice (DOJ). In a statement, Warner Bros. Discovery (WBD) confirmed that Miron and Newhouse resigned after being informed by the DOJ that their service on the Board of Directors may have violated Section 8 of the Clayton Antitrust Act.
Section 8 of the Clayton Act specifically addresses concerns regarding corporate directors simultaneously serving on the boards of competitors. In this case, Miron and Newhouse, both members of the Newhouse family, also serve on the boards of Charter Communications and Reddit, the latter of which recently went public.
WBD commended Miron and Newhouse for their dedicated service and thanked them for their significant contributions to the company. David Zaslav, CEO of Warner Bros. Discovery, expressed gratitude for their counsel and industry expertise, highlighting their instrumental role in the establishment and early success of the newly formed company.
Following their resignations, WBD plans to reduce the size of its board to 11 members. Miron and Newhouse's terms were originally set to expire at the 2025 annual meeting. The Newhouse family collectively holds about 8.1 percent of WBD's outstanding shares, as well as substantial stakes in Charter, Reddit, Conde Nast, and The Ironman Group.
In a statement, Newhouse regretfully acknowledged their departure from the board, but emphasized the importance of doing what is right for WBD. He mentioned the family's pride in their involvement with the company, starting from their early investment in the Discovery Channel and continuing with Bob Miron's tenure as the Board Chair.
The DOJ investigation underscores the changing dynamics of competition within the entertainment industry and the potential implications of having overlapping board memberships among industry rivals. While neither Miron nor Newhouse admitted any wrongdoing in their resignation, they chose not to contest the matter in light of the investigation and shifting competitive landscape.
With the departure of Miron and Newhouse, Warner Bros. Discovery aims to move forward and continue its path towards long-term growth under the leadership of CEO David Zaslav. The company remains appreciative of the support provided by the departing board members and wishes them the best in their future endeavors.