News Corp Shareholders Reject Activist Bid to End Dual-Class Share Structure
Starboard Value’s proposal had initially earned the backing of major proxy-advisory firms in U.S. and Australia
News Corp NWSA 0.92%increase; green up pointing triangle shareholders rejected a proposal by an activist investor to end the company’s dual-class share structure, which was aimed at damping the Murdoch family’s influence over the company.
The proposal, which was submitted by activist investment firm Starboard Value in September and had garnered broad support from proxy-advisory firms, would have made each outstanding share of News Corp’s common stock equal to one vote. Currently, Class B have greater voting power than Class A shares.
The family of Chairman Emeritus Rupert Murdoch owns about 40% of Class B shares.
Starboard argued in a letter to shareholders in September that the dual structure wasn’t a best-in-class corporate-governance practice. The firm said the continuing legal fight involving Murdoch and his children over control of the media conglomerate was one example of a risk to the organization.
News Corp responded that the dual-class share structure promoted stability at the company.
Prior to the annual meeting, Starboard’s proposal earned the backing of major proxy-advisory firms in the U.S. and Australia. Institutional Shareholder Services, Egan-Jones and Glass Lewis all recommended stockholders vote for the proposal. Proxy-advisory firms generally advocate for equal voting rights for shareholders.
News Corp said Wednesday that it was pleased its stockholders had convincingly supported the company and board on all matters. The company’s full slate of directors was also elected at the annual meeting of shareholders.
News Corp is the parent company of Dow Jones & Co., publisher of The Wall Street Journal and Dow Jones Newswires.