Starboard Submits Proposal for News Corp Stockholder Vote on Ending Dual-Class Structure
Starboard proposes each outstanding share of the News Corp’s common stock be equivalent to one vote
Starboard Value is seeking to eliminate News Corp’s NWSA -0.75%decrease; red down pointing triangle dual-class capital structure so that each outstanding share of the company’s common stock is equivalent to one vote.
The activist investor has submitted a non-binding business proposal for consideration to News Corp stockholders that are entitled to vote at the company’s upcoming 2024 annual stockholders meeting, according to a filing on Friday with the Securities and Exchange Commission.
“We believe eliminating the dual-class share structure will promote shareholder value, improve governance, and increase News Corp’s accountability to investors,” Starboard’s Jeffrey Smith said in the filing. He added that Starboard has had constructive discussions with News Corp in the past year.
News Corp didn’t immediately respond to a request for comment.
The company’s board earlier this month said it believes the dual-class capital structure promotes stability and has facilitated the successful implementation of News Corp’s transformational strategy, as well as the long-term outperformance for all of its stockholders.
Starboard, with Opportunity Master Fund and their affiliates, said it owns an aggregated 8,732,000 shares of News Corp’s Class B Common Stock, and 13,979,000 shares of the company’s Class A Common Stock, making it one of the company’s largest stockholders.
News Corp is the parent company of Dow Jones & Co., publisher of The Wall Street Journal and Dow Jones Newswires.