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Steven Miron and Steven Newhouse resigned from the Warner Bros. Discovery board after the Justice Department informed them it was investigating "whether their service on the Board of Directors violated Section 8 of the Clayton Antitrust Act," the company announced Monday.
Miron, CEO of media company Advance/Newhouse Partnership and a senior executive officer at the Newhouse family's investment business Advance, and Newhouse, co-president of Advance, were both independent directors. Their resignations are effective immediately. Following the receipt of Miron's and Newhouse's resignations, on April 1, the board adopted a resolution to reduce the size of the board from 13 to 11 directors.
According to the Justice Department, Section 8 of the Clayton Act, which "Congress made a per se violation of the antitrust laws," prohibits directors and officers from serving simultaneously on the boards of competitors subject to limited exceptions.
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," according to the company's statement.
Miron and Newhouse were each appointed to the WBD board effective upon the closing of the merger between Discovery Inc. and WarnerMedia on April 8, 2022, and served as Class III directors. Their initial terms were scheduled to expire at the company's 2025 annual meeting of stockholders. Both were originally named by Discovery Inc. as two of its six designees to the WBD Board; both Miron and Newhouse served on Discovery's board from 2008-2022.
"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 David Zaslav, CEO of Warner Bros. Discovery, in a statement. "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 Di Piazza Jr., chair of the board of WBD, said in a statement: "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."
Steven Newhouse said in a statement provided by Warner Bros. Discovery, "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."
Posted In: WBD
