Regardless of what you think about the size of the award, it’s a modest increase for Jeff Bewkes in a year when Time Warner shares appreciated 30% — handily beating the Standard & Poor’s 500 which was up 11.4%. The company’s net income came in at $3.8 billion, +3.7%, on revenues of $27.4 billion, +3.4%.

The CEO’s package, according to the proxy just filed at the SEC, consists of $2 million in salary, $8 million in stock awards, $8 million in option awards, $14.5 million in non-equity incentives, $245, 560 change in pension value, and $187,922 in other compensation. The “other” category includes $103,610 for personal use of the company jet and car service.

The board credited Bewkes for his “effective execution of key long-term strategic objectives” as well as the spin off of Time Inc. working with the board to resist Fox’s unsolicited take-over offer.

Shareholders will have a few matters to vote on at the annual meeting on June 19 in Atlanta,

One would try to minimize depiction of smoking in Warner Bros productions. It would have the board come up with criteria for Time Warner to protect “young people’s well-being,” discourage material that might “impair the reputation of the Company,” or that might “reasonably be considered by many offensive to the family and community values.” The company opposes the change, saying that Warner Bros and New Line “are industry leaders with respect to the reduction or elimination of tobacco depictions in feature films.”

Another proposal calls on Time Warner to set a company-wide target for reducing greenhouse gas emissions. The entertainment giant “may be lagging industry peers” including Disney and Fox which have set targets. Here, too, the board is against the change saying that it already is committed to reducing emissions and doesn’t believe targets are needed.

The board’s compensation committee is chaired by former Attorney General William Barr. It also includes Hilton Hotels’ Stephen Bollenbach, Axel Springer’s Mathias Dopfner, Warburg Pincus’ Fred Hassan, and Main Street Advisors’ Paul Wachter.