Business Context and Reporting Period
This Form 8-K Current Report from News Corporation (NWSA/NWS) covers the Annual Meeting of Stockholders held on November 20, 2019. The filing details the election of directors, the ratification of auditors, advisory votes on executive compensation, and the approval of amendments to the company's Long-Term Incentive Plan.
Key Financial Metrics
This filing is a corporate governance report and does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders at the Annual Meeting:
- Director Elections (Proposal 1): All 12 nominees were elected. Notable voting results included:
- K. Rupert Murdoch: 147,205,007 For; 23,392,714 Against.
- Lachlan K. Murdoch: 134,373,636 For; 36,234,319 Against.
- Joel I. Klein: 119,637,622 For; 50,964,942 Against (highest "Against" vote count).
- Auditor Ratification (Proposal 2): Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending June 30, 2020.
- For: 180,947,528
- Against: 42,620
- Executive Compensation (Proposal 3): The advisory vote on executive compensation passed.
- For: 171,477,857
- Against: 7,983,294
- Long-Term Incentive Plan Amendment (Proposal 4): Stockholders approved the amendment and restatement of the 2013 Long-Term Incentive Plan.
- For: 171,935,955
- Against: 7,536,088
Management Commentary and Plan Details
Executive Chairman K. Rupert Murdoch and Chief Executive Robert Thomson addressed stockholders at the meeting; their remarks are included as Exhibit 99.1 but are not deemed "filed" for legal purposes. The approved amendment to the Long-Term Incentive Plan increases the number of authorized Class A Common Stock shares that may be issued under the plan by 20,000,000, bringing the total to 50,000,000. Additionally, the plan's governing law was changed from New York to Delaware.
Investor Verification Checklist
- Verify the specific terms of the amended 2013 Long-Term Incentive Plan in the definitive proxy statement (Schedule 14A) filed on October 7, 2019.
- Review the full text of the Plan filed as Exhibit 10.1 to this 8-K.
- Examine the "Against" vote percentages for directors, particularly Joel I. Klein, to assess shareholder sentiment regarding board composition.
- Consult the company's most recent 10-K or 10-Q for financial performance metrics, as this 8-K contains no financial data.