Item 5. Other Information
ITEM 5. OTHER INFORMATION
Departure of Named Executive Officer
Max Lousada, Chief Executive Officer, Recorded Music, will be stepping down from his role on September 30, 2024 and will stay on to provide transition and advisory services through January 31, 2025. His departure will be treated in accordance with the terms and conditions of his January 12, 2023 service agreement with Warner Music International Services Limited as if it had occurred pursuant to clause 2.4 thereof. His bonuses earned for the Company’s 2024 and 2025 fiscal years will be based on Recorded
Music performance measures for such fiscal years as established and determined by the Company’s Compensation Committee. The Company is in the process of realigning reporting responsibilities for the Company’s Recorded Music division and does not currently intend to replace Mr. Lousada.
57
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
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.
† Identifies each management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.
58
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.
August 7, 2024
WARNER MUSIC GROUP CORP.
By: /s/ R OBERT K YNCL
Name:
Title:
Robert Kyncl
Chief Executive Officer
(Principal Executive Officer)
By: /s/ B RYAN C ASTELLANI
Name:
Title:
Bryan Castellani
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
59
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.