Business Context and Reporting Period
Company: News Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: January 31, 2017
Subject: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Key Financial Metrics
This filing does not contain financial performance data. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not reported in this document.
Material Changes
- Board Composition Change: Elaine L. Chao notified the Company of her resignation from the Board of Directors, effective upon her confirmation as Secretary of the United States Department of Transportation.
- Listing Non-Compliance: As a result of Ms. Chao's resignation, the Company notified NASDAQ on January 31, 2017, that it is no longer in compliance with NASDAQ Listing Rule 5605(b)(1), which requires a majority of the Board to be comprised of independent Directors.
- Regulatory Response: NASDAQ acknowledged the noncompliance and granted a cure period.
Guidance, Outlook, and Management Commentary
- Cure Period: The Company has until the earlier of its next annual meeting of stockholders or January 31, 2018, to regain compliance. If the next annual meeting is held before July 31, 2017, the deadline is July 31, 2017.
- Remediation Plan: The Board is conducting a search process, including the engagement of an independent search firm, with the intent to appoint an additional independent Director prior to the end of the cure period.
- Risks: Failure to regain compliance within the cure period could result in delisting from the NASDAQ Stock Market.
Investor Verification Checklist
- Confirm the status of Elaine L. Chao's confirmation as Secretary of Transportation to determine the exact effective date of her resignation.
- Monitor the Board's progress in appointing a new independent Director to ensure compliance before the cure period deadline.
- Verify the scheduled date of the next annual meeting of stockholders to determine the specific compliance deadline.