Business Context and Reporting Period
This Form 8-K filing by News Corporation (NWSA/NWS) reports on the Annual Meeting of Stockholders held on November 17, 2021. The filing details the voting results for director elections, auditor ratification, executive compensation, and a stockholder proposal.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document focuses exclusively on corporate governance events and voting outcomes rather than financial performance data.
Material Changes and Voting Results
Proposal 1: Election of Directors
All ten nominees were elected to the Board of Directors. Notable voting statistics include:
- K. Rupert Murdoch: 175,341,640 For; 3,198,180 Against.
- Lachlan K. Murdoch: 168,002,498 For; 10,441,579 Against.
- Ana Paula Pessoa: 160,072,829 For; 18,462,819 Against (highest "Against" vote count).
Proposal 2: Ratification of Auditors
Stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2022.
- For: 180,031,690
- Against: 185,472
Proposal 3: Executive Compensation (Say-on-Pay)
The advisory, nonbinding proposal to approve executive compensation passed.
- For: 167,169,672
- Against: 11,367,066
Proposal 4: Stockholder Proposal
An advisory, nonbinding stockholder proposal regarding a simple majority vote failed to pass.
- For: 53,921,412
- Against: 124,616,127
Management Commentary and Risks
On November 17, 2021, Executive Chairman K. Rupert Murdoch and Chief Executive Robert Thomson addressed stockholders. Their prepared remarks are included as Exhibit 99.1. The filing explicitly states that information under Item 7.01 and related exhibits is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless expressly stated.
Investor Verification Checklist
- Verify the specific content of the failed stockholder proposal (Proposal 4) to understand the nature of the dissent.
- Review Exhibit 99.1 for the full text of remarks by K. Rupert Murdoch and Robert Thomson regarding company strategy.
- Confirm the total number of shares outstanding and voting power distribution to contextualize the "Against" vote percentages for directors.
- Check subsequent filings (e.g., 10-K or 10-Q) for the financial metrics absent from this 8-K.