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 14, 2014
Warner Music Group Corp.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-32502 | 13-4271875 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1633 Broadway, 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.
On October 14, 2014, Warner Music Group Corp. (the “Company”) announced that Eric J. Levin has been appointed by the Company’s Board of Directors to serve as the Company’s Executive Vice President and Chief Financial Officer, responsible for the Company’s worldwide financial operations. Mr. Levin succeeds Brian Roberts who is moving to a newly created position on the Company’s senior management team as Executive Vice President, Corporate Strategy and Operations. Both appointments are effective as of October 13, 2014.
Mr. Levin, age 51, served as the financial director of Ecolab (China) Investment Co. Ltd, a multinational technology and manufacturing group in China, from October 2012 to June 2014. From May 1988 to December 2001, he worked in various financial functions at Home Box Office, Inc., a subsidiary of Time Warner, and was promoted to CFO from January 2000 to December 2001. Thereafter and until 2011, he served in various operational and financial roles in companies in the media and publishing industry. From 2004 to 2007, he was the Co-Founder and CEO of City on Demand, LLC, a television production company. From 2009 to 2011, Mr. Levin was CFO at SCMP Group Limited, a company listed on the Hong Kong Stock Exchange, which is a leading Asia media holding company, and joined the board of The Post Publishing Public Company Limited, a company listed on the Stock Exchange of Thailand, which publishes newspapers and magazines. Mr. Levin obtained a B.S. in Electrical Engineering from the University of Pennsylvania in May 1984 and an M.B.A. in finance and economics from the University of Chicago Graduate School of Business in March 1988. Mr. Levin currently serves as a director of Forgame Holdings Limited, a company listed on the Hong Kong Stock Exchange, which is a leading developer and publisher of webgames in China, since November 2012 where he is Chairman of the Audit and Compliance Committee and a member of the Remuneration Committee.
There are no arrangements or understandings between Mr. Levin and any other persons pursuant to which he was appointed as the Company’s Executive Vice President and Chief Financial Officer. There is no family relationship between Mr. Levin and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. Levin that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
Pursuant to the terms of an employment letter, dated September 30, 2014, by and between Warner Music Inc., a wholly-owned subsidiary of the Company, and Mr. Levin, for his service as the Company’s Executive Vice President and Chief Financial Officer, Mr. Levin will receive an annual base salary of $550,000, be eligible to participate in the Company’s bonus plan, with an annual target bonus of 60% of his base salary, or $330,000, to be earned based on factors including the strength of his performance and the performance of the Company, and be eligible to participate in the Company’s U.S. benefits programs, subject to the terms and conditions of each program, and as described in the plan documents and summary plan descriptions. Pursuant to the employment letter, on or about October 13, 2015, the Company shall in good faith review Mr. Levin’s salary and target bonus and consider him for participation in the Company’s Long-Term Incentive Plan.
The term of Mr. Levin’s employment agreement shall be from October 13, 2014 to October 12, 2018. In the event the Company terminates his employment agreement for any reason other than for cause or if Mr. Levin terminates his employment for good reason, each as defined in the employment letter, or if the Company declines to offer continued employment at the end of the term, Mr. Levin will be entitled to severance benefits equal to one year of base salary. The employment letter also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.
Mr. Roberts will be moving into the newly established role of Executive Vice President, Corporate Strategy and Operations. As such, Mr. Roberts’ responsibilities include oversight of Artist & Label Services (which includes Warner-Elektra-Atlantic Corporation, or WEA Corp., the Company’s global distribution arm) and Information Technology. As an architect of the Company’s corporate infrastructure, he will identify and implement best practices in worldwide systems, policies and procedures.
A copy of the press release issued by the Company announcing the appointment of Mr. Levin and Mr. Roberts’ new role is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibit: |
| Exhibit |
Description | |
| 99.1 | Press Release issued on October 14, 2014. | |
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 14, 2014
INDEX OF EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press Release issued on October 14, 2014. | |
Exhibit 99.1
WARNER MUSIC GROUP BROADENS SENIOR MANAGEMENT TEAM
Eric Levin Appointed Chief Financial Officer
Brian Roberts to Become EVP, Corporate Strategy & Operations
NEW YORK, NY – October 14th, 2014: Warner Music Group (WMG) today announced two senior appointments as it continues to enhance its ability to invest in growth opportunities and develop its global infrastructure. Eric Levin has been appointed as the company’s new Executive Vice President and Chief Financial Officer. Levin succeeds Brian Roberts who is moving to a newly created position on WMG’s senior management team as Executive Vice President, Corporate Strategy & Operations. Both appointments are effective immediately. Levin and Roberts both report to WMG CEO Steve Cooper and are based in New York.
Levin is a veteran finance executive with more than twenty-five years’ experience in the global technology and media sectors. He has held CFO roles at Ecolab (North Asia Region), the South China Morning Post Group, and HBO (Home Box Office), among others. At WMG, he is responsible for the company’s worldwide financial operations.
Roberts became WMG’s CFO in January 2012, and was a key member of the team that drove the acquisition and integration of Parlophone Label Group (PLG). In his new post, Roberts’ responsibilities include oversight of WEA Corp. (WMG’s global artist & label services arm) and Information Technology. As an architect of WMG’s corporate global infrastructure, he will identify and implement best practices in worldwide systems, policies and procedures.
Cooper said, “Eric’s impressive experience in global commerce and his deep understanding of local markets make him ideal for the CFO position. We are very pleased to have a finance leader of his stature step into this critical role as Brian transitions to his important new responsibilities. Brian has done an outstanding job during a period of tremendous change and I’m delighted we are able to retain his operational expertise and institutional knowledge as we equip our organization for long-term success. These two appointments will accelerate the evolution of our worldwide infrastructure, while strengthening our ability to invest in new talent.”
Levin said, “I’ve long admired Warner Music Group for its incredible roster of artists, as well as its powerful combination of scale and agility. I’m delighted to be working with WMG’s senior management and finance teams around the world to build a creative and commercial environment where experimentation and entrepreneurialism can flourish.”
Roberts said, “I’d like to thank Steve for this exciting new opportunity. I’m looking forward to helping WMG harness new technologies to provide best-in-class services across all aspects of our business and throughout the world. The more nimble and
responsive our global structure, the better the results will be for our labels, artists and songwriters.”
Levin has held numerous senior executive posts in the US and Greater China. In 2012, he joined Ecolab Inc., the multinational technology and manufacturing group, as the Regional Controller & CFO for its North Asia Region. Before that, beginning in 2009, he was Chief Financial Officer at South China Morning Post Group. Previously, Levin was Chief Financial Officer at HBO (Home Box Office), and was a founding partner at the multimedia venture City On Demand.
Roberts had served as WMG’s EVP & CFO since January 2012 after having joined the WMG family in 2007 as Senior Vice President & CFO of Warner/Chappell Music, the company’s music publishing arm. Highlights of his tenure as WMG’s CFO include helping drive the acquisition and subsequent integration of Parlophone Label Group (PLG); overseeing the highly successful refinancing of the company’s debt on three separate occasions; and leading the selection and complete renovation of a new location for the company’s global headquarters in Manhattan. Prior to joining WMG, Roberts was SVP, Finance & Administration, North & South America for BMG Music Publishing, preceded by stints at Zomba Music Publishing, EMI Publishing and Ernst & Young.
ABOUT WARNER MUSIC GROUP
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, Big Beat, East West, Elektra, Erato, Fueled by Ramen, Nonesuch, Reprise, Rhino, Roadrunner, Rykodisc, Sire, Warner Bros., Warner Music Nashville, and Word, as well as Warner/Chappell Music, one of the world’s leading music publishers, with a catalog of more than one million copyrights worldwide.