News Corp (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) (the “Company”)
confirmed today that a stockholder has submitted a non-binding
proposal for presentation at News Corp’s 2024 Annual Meeting of
Stockholders (the “2024 Annual Meeting”) to request that the Board
of Directors adopt a recapitalization plan that would eliminate
News Corp’s dual-class capital structure.
The Board believes that the Company’s dual-class capital
structure promotes stability and has facilitated the successful
implementation of News Corp’s transformational strategy and
long-term outperformance for all News Corp stockholders.
The Company has thrived under the current structure and guidance
of the Board and senior leadership despite major changes in
consumer behavior amidst the digital revolution of the last decade.
During this time, the Company has transformed its revenue and
earnings base due to organic digital reinvestment, strategic
acquisitions and divestments and on-going cost management
initiatives that have delivered record profitability and
significant value creation for stockholders. With the Board’s
long-term vision and support, News Corp has struck landmark,
multi-year content licensing deals with major technology platforms,
creating new revenue streams and additional growth levers including
a significant step to prepare the Company to prosper in the AI age.
And over the last five years, News Corp’s stock price has
materially outperformed both the S&P 500 and its peer
group1.
News Corp stockholders are not required to take any action at
this time.
News Corp expects to file preliminary materials with respect to
the 2024 Annual Meeting with the Securities and Exchange Commission
(the “SEC”) in due course.
About News Corp
News Corp (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) is a global,
diversified media and information services company focused on
creating and distributing authoritative and engaging content and
other products and services. The Company comprises businesses
across a range of media, including: digital real estate services,
subscription video services in Australia, news and information
services and book publishing. Headquartered in New York, News Corp
operates primarily in the United States, Australia and the United
Kingdom, and its content and other products and services are
distributed and consumed worldwide. More information is available
at http://www.newscorp.com.
Forward-Looking
Statements
This release contains forward-looking statements based on
current expectations or beliefs, as well as assumptions about
future events, and these statements are subject to factors and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. The words
“expect,” “estimate,” “anticipate,” “predict,” “believe,”
“potential,” “should” and similar expressions and variations
thereof are intended to identify forward-looking statements, which
appear in a number of places in this release. Readers are cautioned
that any forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Many factors could
cause actual results to differ materially from those described in
these forward-looking statements. The forward-looking statements in
this release speak only as of this date and we undertake no
obligation (and expressly disclaim any obligation) to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company, its directors and certain of its executive officers
and employees (as set forth below) may be deemed to be participants
in the solicitation of proxies from stockholders in connection with
the 2024 Annual Meeting. The Company plans to file a proxy
statement with the SEC in connection with the solicitation of
proxies for the 2024 Annual Meeting (the “2024 Proxy Statement”),
together with a WHITE proxy card.
As of September 6, 2024, each of the participants set forth
below beneficially owned less than 1% of the Company’s Class A and
Class B Common Stock, except as otherwise indicated. The number of
shares of Class A and Class B Common Stock of the Company
outstanding as of September 6, 2024 was 379,530,597 and
190,083,399, respectively. Information about the compensation of
our named executive officers and our non-employee directors is set
forth in the sections entitled “Compensation Discussion and
Analysis,” “Executive Compensation” and “Director Compensation” of
the Company’s proxy statement on Schedule 14A filed on October 4,
2023 beginning on pages 32, 50 and 23, respectively. To the extent
holdings of the Company’s securities by our directors and executive
officers changes from the information included in this
communication, such information will be reflected on Statements of
Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These
documents are available free of charge as described below.
Additional information regarding such participants and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the 2024 Proxy Statement and other materials to be
filed with the SEC in connection with the 2024 Annual Meeting.
STOCKHOLDERS ARE URGED TO READ THE 2024 PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able
to obtain, free of charge, copies of the 2024 Proxy Statement, any
amendments or supplements thereto and any other documents
(including the proxy card) when filed by the Company with the SEC
in connection with the 2024 Annual Meeting at the SEC’s website
(http://www.sec.gov). Copies of the 2024 Proxy Statement, any
amendments or supplements thereto and any other documents
(including the proxy card) when filed by the Company with the SEC
in connection with the 2024 Annual Meeting will also be available,
free of charge, at the “Investor Relations” section of the
Company’s website (https://investors.newscorp.com/).
Directors and
Chairman Emeritus*
Executive
Officers and Employees*
Lachlan K. Murdoch (Chair)
Robert J. Thomson (Chief Executive
Officer)
Kelly Ayotte
Susan Panuccio (Chief Financial
Officer)
José María Aznar
David Pitofsky (General Counsel)
Natalie Bancroft
Arthur Bochner (Chief Communications
Officer)
Ana Paula Pessoa
Michael Florin (Head of Investor
Relations)
Masroor Siddiqui
Michael Bunder (Corporate Secretary)
Robert J. Thomson
K. Rupert Murdoch (Chairman
Emeritus)**
* The business address is 1211 Avenue of the Americas, New York,
New York 10036. ** May be deemed to beneficially own 14,250 shares
of Class A Common Stock and 77,665,316 shares of Class B Common
Stock, which includes 14,250 shares of Class A Common Stock and
76,655,870 shares of Class B Common Stock held by the Murdoch
Family Trust. Mr. K.R. Murdoch may be deemed to be a beneficial
owner of the shares held by the Murdoch Family Trust. Mr. K.R.
Murdoch, however, disclaims any beneficial ownership of such
shares. Beneficial ownership also includes 1,009,446 shares of
Class B Common Stock held by the K. Rupert Murdoch 2004 Revocable
Trust of which Mr. K.R. Murdoch holds a beneficial and trustee
interest.
__________________ 1 As defined in the Company’s 2023 Proxy
Statement
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version on businesswire.com: https://www.businesswire.com/news/home/20240909185847/en/
News Corp Investor Relations Michael Florin 212-416-3363
mflorin@newscorp.com
Anthony Rudolf 212-416-3040 arudolf@newscorp.com
News Corp Corporate Communications Arthur Bochner 646-422-9671
abochner@newscorp.com
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