i1211 Avenue of the Americas, iNew
York, iNew Yorki10036
(Address of principal executive offices, including zip code)
(i212)
i416-3400
(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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass A Common Stock, par value $0.01 per share
iNWSA
iThe
Nasdaq Global Select Market
iClass B Common Stock, par value $0.01 per share
iNWS
iThe
Nasdaq Global Select Market
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).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 15, 2022. A brief description of the matters voted upon at the Annual Meeting and the voting results on such matters is set forth below.
Proposal
No. 1: The following individuals were elected to serve as Directors of the Company:
Name
For
Against
Abstain
Broker
Non-Votes
K.
Rupert Murdoch
157,548,770
5,050,659
12,542,601
778,046
Lachlan K. Murdoch
142,160,981
20,439,007
12,542,042
778,046
Robert J. Thomson
160,222,258
2,374,793
12,544,979
778,046
Kelly
Ayotte
156,791,548
5,801,966
12,548,516
778,046
José María Aznar
148,062,568
14,530,494
12,548,968
778,046
Natalie Bancroft
153,650,881
8,942,109
12,549,040
778,046
Ana
Paula Pessoa
146,233,807
16,358,949
12,549,274
778,046
Masroor Siddiqui
161,916,638
675,948
12,549,444
778,046
Proposal No. 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, 2023 passed as follows:
For:
175,728,726
Against:
162,667
Abstain:
28,683
Broker Non-Votes:
0
Proposal No. 3: A proposal to approve, on an advisory, nonbinding basis, the
Company’s executive compensation passed as follows:
For:
162,300,393
Against:
12,807,817
Abstain:
33,820
Broker Non-Votes:
778,046
Proposal No. 4: A nonbinding stockholder proposal requesting
additional reporting on lobbying was submitted for inclusion in the Company's proxy statement for the Annual Meeting. Neither the proponent nor an authorized representative appeared at the Annual Meeting to present the proposal. Nonetheless, without waiving any of the Company’s rights under the securities laws to exclude any proposal that the proponent may submit for inclusion in the proxy statement for any stockholder meeting held in the next two years, the Company elected to present the proposal and report its results. The proposal failed to pass as follows:
For:
23,737,186
Against:
149,782,987
Abstain:
1,621,857
Broker
Non-Votes:
778,046
Item 7.01 Regulation FD Disclosure.
On November 15, 2022, K. Rupert Murdoch, the Company’s Executive Chairman, and Robert Thomson, the Company’s Chief Executive, addressed stockholders at the Annual Meeting. A copy of Messrs. Murdoch’s and Thomson’s remarks prepared for the Annual Meeting is furnished as Exhibit 99.1 hereto.
The information under this caption Item 7.01, including information
furnished in any related exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
