News Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(212 ) 416-3400
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
News Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on November 20, 2024. A brief description of the matters voted upon at the Annual Meeting and the voting results on such matters is set forth below.
Proposal 1: The following individuals were elected to serve as Directors of the Company:
Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Lachlan K. Murdoch | 150,815,491 | 11,833,164 | 9,253,720 | 228,551 | ||||||||||
| Robert J. Thomson | 162,205,682 | 635,528 | 9,060,324 | 229,392 | ||||||||||
| José María Aznar | 144,682,141 | 17,963,996 | 9,256,227 | 228,562 | ||||||||||
| Natalie Bancroft | 150,937,415 | 11,737,268 | 9,227,683 | 228,560 | ||||||||||
| Ana Paula Pessoa | 157,676,633 | 4,972,051 | 9,254,682 | 227,560 | ||||||||||
| Masroor Siddiqui | 157,597,509 | 5,049,665 | 9,255,192 | 228,560 | ||||||||||
Proposal 2: A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025 passed as follows:
For: | 171,348,364 | ||||
Against: | 772,278 | ||||
Abstain: | 10,284 | ||||
| Broker Non-Votes: | (0) | ||||
Proposal 3: A proposal to approve, on an advisory, nonbinding basis, the Company’s executive compensation passed as follows:
For: | 160,156,084 | ||||
Against: | 11,707,595 | ||||
Abstain: | 39,183 | ||||
| Broker Non-Votes: | 228,064 | ||||
Proposal 4: An advisory, nonbinding stockholder proposal requesting that the Board take the necessary steps to adopt a recapitalization plan that would eliminate the Company’s dual-class capital structure failed to pass as follows:
For: | 60,440,164 | ||||
Against: | 111,451,055 | ||||
Abstain: | 11,643 | ||||
| Broker Non-Votes: | 228,064 | ||||
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 hereunto duly authorized.
| NEWS CORPORATION (REGISTRANT) | |||||||||||
| By: | /s/ Michael L. Bunder | ||||||||||
| Michael L. Bunder | |||||||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | |||||||||||
Dated: November 21, 2024