Warner Bros. says two executives left board amid U.S. antitrust investigation

(Bloomberg) — Warner Bros. Discovery Inc. said Steven Newhouse and Steven Miron have left its board after learning that the U.S. Justice Department is investigating whether its service violates antitrust laws.

Newhouse, whose family business is the second-largest holder of Warner Bros. shares, was a member of the board’s nominating and corporate governance committee, according to a filing Monday. Miron, who is also connected to the Newhouse family business, was a member of the compensation committee.

“Miron and Newhouse informed WBD that, without admitting any wrongdoing and given the changing competitive dynamics in the entertainment industry, they have decided to resign rather than contest this matter,” the company said in a statement Monday.

The Justice Department has shown increasing interest in enforcing Section 8 of the Clayton Act, which prohibits individuals from serving on the boards of competing companies. The crackdown on concurrent directors led to resignations at several companies before the Warner Bros. announcement, including Nextdoor Holdings Inc., Sun Country Airlines Holdings Inc. and others.

Both former Warner Bros. executives are officers at closely held media company Advance/Newhouse Partnership, which owns an 8.1% stake in Warner Bros., the parent company of the Warner Bros. film studio and cable channels including HBO, according to company filings. That makes Newhouse the No. 2 shareholder behind Vanguard Group Inc., according to data compiled by Bloomberg.

Newhouse is co-chairman of Advance and Miron is CEO of Advance/Newhouse Partnership. They became directors of Warner Bros. Discovery when WarnerMedia and Discovery Inc. completed their merger in April 2022.

Newhouse is also a significant investor in Charter Communications Inc., one of the largest U.S. cable television providers. Miron and Michael Newhouse are members of Charter’s board of directors.

Warner Bros. will reduce its board of directors to 11. The pair served in roles that were set to expire at the company’s annual meeting next year. The resignations were effective March 29.

(Updating the Charter provisions in the penultimate paragraph.)

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