0001564708false00015647082020-11-182020-11-180001564708us-gaap:CommonClassAMember2020-11-182020-11-180001564708us-gaap:CommonClassBMember2020-11-182020-11-180001564708us-gaap:PreferredClassAMember2020-11-182020-11-180001564708us-gaap:PreferredClassBMember2020-11-182020-11-18
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 18, 2020
NEWS CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| | | | | |
| Delaware | | 001-35769 | | 46-2950970 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
1211 Avenue of the Americas, New York, New York 10036
(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:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share | | NWSA | | The Nasdaq Global Select Market |
| Class B Common Stock, par value $0.01 per share | | NWS | | The Nasdaq Global Select Market |
| Class A Preferred Stock Purchase Rights | | N/A | | The Nasdaq Global Select Market |
| Class B Preferred Stock Purchase Rights | | N/A | | The 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 ☐
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 18, 2020. 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 | 160,158,809 | 23,032,577 | 295,927 | 1,976,714 |
Lachlan K. Murdoch | 151,415,983 | 31,775,271 | 296,059 | 1,976,714 |
Robert J. Thomson | 160,217,174 | 22,971,388 | 298,751 | 1,976,714 |
Kelly Ayotte | 160,295,810 | 22,964,362 | 227,141 | 1,976,714 |
José María Aznar | 143,935,725 | 39,323,571 | 228,017 | 1,976,714 |
Natalie Bancroft | 144,738,910 | 38,522,223 | 226,180 | 1,976,714 |
Peter L. Barnes | 141,284,783 | 41,975,440 | 227,090 | 1,976,714 |
Ana Paula Pessoa | 150,673,419 | 32,586,913 | 226,981 | 1,976,714 |
Masroor Siddiqui | 150,711,765 | 32,550,323 | 225,225 | 1,976,714 |
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, 2021 passed as follows:
| | | | | |
For: | 184,615,492 |
Against: | 624,012 |
Abstain: | 224,523 |
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: | 174,424,825 |
Against: | 8,838,910 |
Abstain: | 223,578 |
Broker Non-Votes: | 1,976,714 |
Proposal No. 4: A proposal to vote, on an advisory, non-binding basis, for the preference as to the frequency of future advisory votes to approve executive compensation was voted upon as follows:
| | | | | |
One year: | 179,336,467 |
Two years: | 6,330 |
Three years: | 4,089,768 |
Abstain: | 54,748 |
Broker Non-Votes: | 1,976,714 |
The Company will include an advisory vote to approve executive compensation on an annual basis until the next required vote on the frequency of future advisory votes to approve executive compensation.
Proposal No. 5: An advisory, nonbinding stockholder proposal regarding a simple majority vote failed to pass as follows:
| | | | | |
For: | 55,207,571 |
Against: | 128,053,307 |
Abstain: | 226,435 |
Broker Non-Votes: | 1,976,714 |
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 19, 2020
