UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 1, 2020 (
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 29, 2020, Max Lousada resigned from the Board of Directors (the “Board”), and all committees thereof, of Warner Music Group Corp. (the “Company”) effective October 1, 2020. Mr. Lousada remains the Company’s Chief Executive Officer, Recorded Music.
On September 29, 2020, Ceci Kurzman was elected to the Board in accordance with the Company’s certificate of incorporation, effective October 1, 2020, to fill the vacancy on the Board resulting from Mr. Lousada’s resignation. Ms. Kurzman was also elected to serve on the Nominating and Corporate Governance Committee, effective as of such date. Ms. Kurzman will hold office until the next annual general meeting of shareholders or until removed from office in accordance with the Company’s bylaws. There was no arrangement or understanding between Ms. Kurzman and any other person pursuant to which she was selected as a director.
Ms. Kurzman is founder and President of Nexus Management Group, Inc. (“Nexus”), a former talent management and current investment company. Ms. Kurzman currently serves on the Board of Directors, Audit Committee, and Compensation Committee of Revlon, Inc., as well as on the Board of Directors of various organizations including Man Group plc and Cirque du Soleil Entertainment Group. An accomplished investor and entrepreneur, Ms. Kurzman also achieved numerous business and marketing successes as an executive at Arista Records and Sony Music’s Epic Records, before founding Nexus and managing an impressive roster of superstar artists. Today, Ms. Kurzman continues to combine her strategic business leadership, with her ability to anticipate trends and drive revenue growth from an investment portfolio of trailblazing companies, in partnership with established private equity partners.
The Company believes Ms. Kurzman’s various experiences in the entertainment industry, advising and managing companies, among other qualifications described above, give her the qualifications and skills to serve as a director of the Company.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Director Compensation
Ms. Kurzman will be compensated in accordance with previously disclosed compensation programs for the Company’s non-officer directors.
On October 1, 2020, the Company issued a press release announcing the election of Ms. Kurzman to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.
| [Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated October 1, 2020. | |
| 104 | Cover Page to this Current Report on Form 8-K in Inline XBRL | |
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 hereunto duly authorized.
| WARNER MUSIC GROUP CORP. | ||
| By: | /s/ Paul M. Robinson | |
| Paul M. Robinson | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: October 1, 2020
Exhibit 99.1
CECI KURZMAN ELECTED TO WARNER MUSIC GROUP BOARD OF DIRECTORS
Nexus Management Founder and Entrepreneurial Investor Joins WMG Board Following Recent IPO
NEW YORK, NY – October 1, 2020: Warner Music Group Corp. (“WMG”) today announced the election of Ceci Kurzman to the company’s Board of Directors, including the Nominating and Corporate Governance Committee, effective October 1st. The first board appointment since WMG’s Initial Public Offering in June, Kurzman is founder and President of Nexus Management Group, Inc., a former talent management and current investment company. She is a business leader, experienced board director and private investor with a 20-year career in the music and entertainment industry.
Consistent with public company best practices, the Board determined that the only management member of the Board should be WMG’s Chief Executive Officer, Steve Cooper. It was also decided that the Board would remain at 11 members. As a result, Max Lousada, WMG’s Global Chief Executive Officer of Recorded Music, will step aside from the Board.
Sir Leonard Blavatnik, Founder & Chairman of Access Industries, said: “Ceci’s expertise in developing the careers of artists, combined with her work as an entrepreneur and investor, will make her a great addition to our exceptional group of advisors. Max is playing an integral role in the current success and future of Warner Music Group, and he’ll continue to be an influential voice in our Board discussions.”
Ceci Kurzman said: “Music already has unprecedented reach and impact across the globe, and every day the opportunities grow more dynamic, disruptive, and ubiquitous. Warner is uniquely positioned in this exciting environment, with an extraordinary roster of artists and songwriters, backed by a forward-thinking leadership team across both recorded music and music publishing. I’m looking forward to working with my new colleagues on the WMG Board to help the company innovate and achieve its ambitious vision.”
Max Lousada said: “I’m happy to welcome Ceci and her valuable perspective to the world of WMG, and look forward to working with her, Len, Steve, and the rest of the Board, as we continue to pioneer big, bold opportunities for artists, and accelerate our investments in new talent, territories, and technology.”
Kurzman currently serves on the Board of Directors, Audit Committee, and Compensation Committee of Revlon, Inc., as well as on the Board of Directors of various organizations including Man Group plc, and Cirque du Soleil Entertainment Group. An
accomplished investor and entrepreneur, Kurzman also achieved numerous business and marketing successes as an executive at Arista Records and Sony Music’s Epic Records, before founding Nexus and managing an impressive roster of superstar artists. Today, Ceci continues to combine her strategic business leadership, with her ability to anticipate trends and drive revenue growth from an investment portfolio of trailblazing companies, in partnership with established private equity partners.
She remains rooted in the music world through her wide-ranging network of relationships with leading artists and industry executives. Her passions include mentoring young female executives and advocating for diversity in boardrooms and executive C-suites.
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About Warner Music Group
With a legacy extending back over 200 years, Warner Music Group (WMG) today brings together artists, songwriters and entrepreneurs that are moving entertainment culture across the globe. Operating in more than 70 countries through a network of affiliates and licensees, WMG’s Recorded Music division includes renowned labels such as Asylum, Atlantic, Big Beat, Canvasback, Elektra, Erato, First Night, Fueled by Ramen, Nonesuch, Parlophone, Reprise, Rhino, Roadrunner, Sire, Spinnin’, Warner Records, Warner Classics and Warner Music Nashville. WMG’s music publishing arm, Warner Chappell Music, has a catalog of more than 1.4 million musical compositions spanning every musical genre, from the standards of the Great American Songbook to the biggest hits of the 21st century. Warner Music Group is also home to ADA, the independent artist and label services company, as well as consumer brands such as Songkick, the live music app; EMP, the merchandise e-tailer; and UPROXX, the youth culture destination.
Media Contact
James Steven
James.Steven@wmg.com
Investor Relations Contact
Kareem Chin
Kareem.Chin@wmg.com
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Document and Entity Information |
Sep. 29, 2020 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001319161 |
| Document Type | 8-K |
| Document Period End Date | Sep. 29, 2020 |
| Entity Registrant Name | Warner Music Group Corp. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-32502 |
| Entity Tax Identification Number | 13-4271875 |
| Entity Address, Address Line One | 1633 Broadway |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10019 |
| City Area Code | (212) |
| Local Phone Number | 275-2000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock |
| Trading Symbol | WMG |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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