Parsons Grilled at Annual Meeting


Lansdowne, Va. -- AOL Time Warner Inc.'s annual meeting here Friday started
on a positive note, with chairman and CEO Richard Parsons drawing applause from
about 400 attendees gathered in a resort ballroom after he predicted that the
company's struggling America Online Inc. unit would make a rebound.

"Where are we -- are we in Virginia? Somehow I feel we're not in New York,"
Parsons said at the gathering Friday, suggesting that he thought he was on
friendly ground.

But much of the applause the rest of the way was directed at shareholders who
stood up to criticize and question everything from AOL's accounting practices
and executive-compensation packages to the company's business dealings in

Several shareholders complained about their inability to nominate independent
directors for AOL's board.

Other shareholders criticized the compensation disparities at AOL and
complained about how shareholders who have watched their stock tank were being
asked to vote on compensation for directors.

One shareholder took the floor to question why Ted Turner, who stepped down
as vice chairman at the meeting, should be re-elected as a director because of
the risk he poses with his periodic outrageous statements in the media, while
another shareholder complained about Turner's past comments about

Despite impassioned please from sponsors of two shareholder proxies,
shareholders rejected a proposal that would've limited AOL's business in China
and a proposal that addressed pay disparities between AOL management and
lower-level employees.

Shareholders overwhelmingly approved several proposals.

After the votes were tallied, Parsons said all 13 directors up for election
were approved by shareholders. He said 70% of shareholders approved an
executive-incentive plan, 92% approved bonuses for directors and 96% ratified
Ernst & Young LLP as the company's auditor.