Two Warner Bros Discovery Board Members Resign Amid DOJ Probe

Warner Bros Discovery said Monday that Steven A. Miron and Steven O. Newhouse have both notified the company’s board that they have resigned as directors after the U.S. Department of Justice informed them it was investigating whether their service violated Section 8 of the Clayton Antitrust Act on overlapping boards — specifically involving Charter Communications.

The section prohibits directors and officers from serving simultaneously on the boards of competitors, subject to limited exceptions. 

Newhouse is co-president of Advance and Miron is CEO of Advance/Newhouse Partnership, privately held by the Newhouse family. The family owns about 8% of WBD stock through its previous holding in Discovery. Miron is also a director of Charter, as is another Newhouse family member, Michael Newhouse.

“Charter, through its Spectrum cable service, and WBD, including through its Max streaming subscription services, both provide video distribution services to customers. Representatives of the privately-held media company Advance Publications Inc. (Advance) had designees on both Charter’s and WBD’s boards of directors,” the DOJ said in a statement today.

“Today’s announcement is a win for consumers,” said Deputy Assistant Attorney General Michael Kades of the Justice Department’s Antitrust Division. “In enacting Section 8 of the Clayton Act, Congress was concerned that competitors who shared directors would compete less vigorously to provide better services and lower prices. We will continue to vigorously enforce the antitrust laws when necessary to address overreach by corporations and their designated agents.”

Warner Bros Discovery said that “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.”

Miron was a member of the WBD board’s Compensation Committee. Newhouse was a member of the Nominating and Corporate Governance Committee.

The resignations were not the result of any disagreement with the company on any matter relating to the WBD’s “operation, policies or practices,” the WBD said in an SEC filing today.

It said the board has adopted a resolution to reduce its size to 11 directors.

Miron and Newhouse were each appointed to the WBD board effective upon the closing of the merger between Discovery and WarnerMedia on April 8, 2022. They were two of Discovery’s six designees.

Miron is CEO of Advance/Newhouse Partnership, a privately held media company, and a senior executive officer at Advance, a private, family-held business that owns and invests in a broad range of media and technology companies. He served as a Discovery director from 2008-2022.

Newhouse is co-president of Advance.

“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 WBD CEO David Zaslav.

“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.”

WBD board chair Samuel A. Di Piazza, Jr. said, “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.”

Said Steven Newhouse: “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.”