Warner Bros. Discovery said today that directors Steven A. Miron and Steven O. Newhouse, both of have both notified the board that they have resigned after the U.S. Department of Justice informed them that it was investigating whether their service on the company’s board of directors violated Section 8 of the Clayton Antitrust Act.
That section prohibits directors and officers from serving simultaneously on the boards of competitors, subject to limited exceptions.
Newhouse is co-president of Advance, Miron is CEO of Advance/Newhouse Partnership, both privately held. The Newhouse family owns about 8% of WBD stock through its previous holding in Discovery.
“Miron and Newhouse informed WBD that, without admitting any violation, and in light of the changing dynamics of competition in the entertainment industry, they elected to resign rather than to contest the matter,” the company said.
The terms of both were to expire in March of 2025.
Miron was a member of the board’s Compensation Committee. Newhouse was a
member of the Nominating and Corporate Governance Committee.
The resignations were not the result of any disagreement with the Company on any matter relating to the WBD’s “operation, 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 each appointed to the WBD Board effective upon the closing of the merger between Discovery and WarnerMedia on April 8, 2022, and served as Class III directors. Both were originally named by Discovery as two of the company’s six designees to the WBD board.
Miron is chief executive officer of Advance/Newhouse Partnership, a privately held media company, and a senior executive officer at Advance, a private, family-held business that owns and invests in a broad range of media and technology companies. He served as a Discovery director from 2008-2022..
Newhouse is co-president of Advance. He previously served as a board observer at Discovery from 2008-2022, and was on the WBD Nomination 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 extraordinary service and longstanding commitment to Discovery and Warner Bros. Discovery,” said WBD CEO David Zaslav.
“Both Steve and Steven have been a great source of wise counsel and tremendous industry insight over the years, and they played an integral role in getting this new company up and running and on a path to long-term growth. We are enormously grateful for their steadfast support and wish them the very best.”
Samuel A. Di Piazza, Jr., chair of the Board of WBD said: “On behalf of the entire WBD Board of Directors, I would like to express my gratitude to Steve Miron and Steven Newhouse for their service on behalf of WBD’s stockholders and their many contributions to the deliberations and work of the Board. We will miss having them as colleagues in the Board room and wish them all the best in their future endeavors.”
Said Steven Newhouse: “From our investment in the Discovery Channel in the earliest days of cable, through Bob Miron’s service as Discovery’s Board Chair and Steve and my service on this board, and with the enormous efforts of John Malone and David Zaslav, we are proud to have played a role in the building of this great company and remain a large stockholder. We are disappointed to leave the Board, but wish to do the right thing for WBD.”
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