Steven Miron and Steven Newhouse resigned from the board of directors of Warner Bros. Discovery after the Department of Justice informed them that it was investigating “whether their service on the board violated Section 8 of the Clayton Antitrust Act,” the company announced Monday.
Meron, CEO of the media company Advance/Newhouse Partnership and a senior executive at the Newhouse family's investment firm Advance, and Newhouse, co-chairman of Advance, were independent directors of Warner Bros. Discovery. Their resignations shall be effective immediately. After receiving the resignations of Miron and Newhouse, on April 1, the Board of Directors adopted a resolution to reduce the size of the Board of Directors from 13 to 11 directors.
According to the Department of Justice, Section 8 of the Clayton Act, which “Congress has made a per se violation of the antitrust laws,” prohibits directors and officers from serving simultaneously on the boards of directors of competing companies subject to limited exceptions.
Advance is the owner of Condé Nast and owns and invests in “a broad range of media, communications, technology, education and live entertainment companies,” including WBD, Charter Communications and Reddit, according to Stephen Newhouse’s biography. In recent years, Advance has acquired musical theater production company Stage Entertainment, plagiarism detection service Turnitin, and Ironman Group.
Meron and Newhouse told WBD that “without admitting any violation, and in light of the changing competitive dynamics in the entertainment industry, they have chosen to resign rather than contest the matter,” according to a company statement.
Both Miron and Newhouse have been appointed to the WBD Board of Directors effective from the closing of the Discovery Inc. merger. and WarnerMedia on April 8, 2022, acting as third-class directors. Their initial terms were scheduled to expire at the company's 2025 annual stockholder meeting. Meron served on WBD's Compensation Committee and Newhouse was a member of the Board Nominating and Corporate Governance Committee.
Both were originally named by Discovery Inc. As two of the six individuals appointed to the WBD Board of Directors; Both Meron and Newhouse served on Discovery's board of directors from 2008 to 2022.
“It's a huge hit,” said David Zaslav, CEO of Warner Bros. Discovery, in a statement: “On behalf of the Board of Directors and the leadership team at WBD, I would like to thank Steve Miron and Steven Newhouse for their exceptional service and long-term commitment to Discovery and Warner Bros. Discovery.” . “Both Steve and Stephen have been a fantastic source of wise advice and tremendous insight into the industry over the years, and have been instrumental in getting this new company up and running and on to long-term growth. We are extremely grateful for their unwavering support and wish them the best.”
“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 shareholders,” Samuel Di Piazza Jr., WBD's chairman, said in a statement. And their many contributions to the Council’s deliberations and work. We will miss having them as colleagues in the boardroom and wish them all the best in their future endeavors.
“It's a huge hit,” Steven Newhouse said in a statement provided by Warner Bros. Discovery, “From our investment in Discovery Channel in the early days of cable, through Bob Meron's service as Chairman of Discovery's Board of Directors and Steve and my service in this forum, and thanks to the tremendous efforts of John Malone and David Zaslav, we are proud to have played a role in building this great company and to remain a significant shareholder.” We are disappointed to leave the Board of Directors, but want to do the right thing for WBD.
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