Warner Music Group Corp. 10-Q

ITEM 5. OTHER INFORMATION CFO Succession As previously disclosed, on March 14, 2023, the Company announced that it had begun planning for the succession of our Chief Financial Officer (“CFO”), Eric Levin. On May 4, 2023, the Company entered into a separation agreement with Mr. Levin regarding the terms of his remaining service and his separation from the Company (the “Mutual Separation Agreement”). Under the terms of the Mutual Separation Agreement, Mr. Levin’s employment with the Company will continue through January 15, 2024 (the “Separation Date”). If the Company appoints a successor CFO prior to the Separation Date, Mr. Levin will cease to serve as CFO as of the date such successor commences service with the Company, and will continue to serve as an advisor to the Company through the Separation Date. Subject to his execution of a general release of claims in favor of the Company, under the Mutual Separation Agreement, Mr. Levin will be entitled to receive cash severance payments totaling $1,000,000, payable over a one-year period following the Separation Date, and a lump sum cash payment having net proceeds to Mr. Levin of $57,602.57 on an after-tax basis. Mr. Levin will also be eligible to receive an annual bonus for the Company’s 2023 fiscal year having a target amount of $1,000,000, and a prorated annual bonus for the Company’s 2024 fiscal year having an annualized target amount of $1,000,000, with the actual amounts of each bonus to be determined by the Compensation Committee of the Board (the “Compensation Committee”) based on Company performance measures established and determined by the Compensation Committee. In addition, in January 2024, Mr. Levin will receive an award of RSUs under the terms of the Omnibus Incentive Plan having a value of $1,000,000, determined based on the average closing share price of the Company’s Class A Common Stock for the 20 trading days preceding the grant date. The RSUs will become vested on the fourth anniversary of the grant date subject to Mr. Levin’s continued compliance with the non-competition and non-solicitation covenants set forth in the award agreement. The unvested Company RSUs previously granted to Mr. Levin will also remain outstanding and subject to continued vesting subject to Mr. Levin’s continued compliance with the non-competition and non-solicitation covenants set forth in the applicable award agreements. The foregoing description of the Mutual Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Mutual Separation Agreement, which is filed as Exhibit 10.3 hereto. 54 ITEM 6. EXHIBITS The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. Exhibit Number Exhibit Description 10.1 Fourth Amendment to Credit Agreement, dated as of March 23, 2023, by and among Acquisition Corp., the several banks and other financial institutions party thereto and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 23, 2023) 10.2 Employment Separation Agreement and Release, dated as of January 17, 2023, between Stephen Cooper and Warner Music Group Corp. (incorporated by reference to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 31, 2022 (File No. 001-32502 ) ) 10.3* Mutual Separation Agreement and Release with Eric Levin, dated May 4, 2023 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended 32.1** Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________________________________ * Filed herewith. ** Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates it by reference. 55 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, thereunto duly authorized. May 9, 2023 WARNER MUSIC GROUP CORP. By: /s/ R OBERT K YNCL Name: Title: Robert Kyncl Chief Executive Officer (Principal Executive Officer) By: /s/ E RIC L EVIN Name: Title: Eric Levin Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 56