News Corporation
8-K on 11/17/2021   Download
SEC Document
SEC Filing
0001564708false00015647082021-11-172021-11-170001564708us-gaap:CommonClassAMember2021-11-172021-11-170001564708us-gaap:CommonClassBMember2021-11-172021-11-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2021
nws-20211117_g1.jpg
NEWS CORPORATION
(Exact name of registrant as specified in its charter) 
     
Delaware 001-35769 46-2950970
(State or other jurisdiction
of incorporation)
 (Commission
 File Number)
 (IRS Employer
Identification No.)
 
1211 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices, including zip code)
 
(212) 416-3400
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share NWSA The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per shareNWSThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07    Submission of Matters to a Vote of Security Holders.
News Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on November 17, 2021. A brief description of the matters voted upon at the Annual Meeting and the voting results on such matters is set forth below.
Proposal No. 1: The following individuals were elected to serve as Directors of the Company:

Name
For
Against
Abstain
Broker
Non-Votes
K. Rupert Murdoch
175,341,6403,198,180146,2681,683,553
Lachlan K. Murdoch
168,002,49810,441,579242,0111,683,553
Robert J. Thomson
175,540,6172,998,951146,5201,683,553
Kelly Ayotte
175,076,0713,459,818150,1991,683,553
José María Aznar
173,792,6724,742,669150,7471,683,553
Natalie Bancroft
169,265,0549,270,226150,8081,683,553
Peter L. Barnes
175,097,0193,438,187150,8821,683,553
Ana Paula Pessoa
160,072,82918,462,819150,4401,683,553
Masroor Siddiqui
173,424,2955,110,281151,5121,683,553

Proposal No. 2: A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022 passed as follows:

For:
180,031,690
Against:
185,472
Abstain:
152,479
Broker Non-Votes:
0

Proposal No. 3: A proposal to approve, on an advisory, nonbinding basis, the Company’s executive compensation passed as follows:

For:
167,169,672
Against:
11,367,066
Abstain:
149,350
Broker Non-Votes:
1,683,553

Proposal No. 4: An advisory, nonbinding stockholder proposal regarding a simple majority vote failed to pass as follows:

For:
53,921,412
Against:
124,616,127
Abstain:
148,549
Broker Non-Votes:
1,683,553

Item 7.01    Regulation FD Disclosure.

On November 17, 2021, K. Rupert Murdoch, the Company’s Executive Chairman, and Robert Thomson, the Company’s Chief Executive, addressed stockholders at the Annual Meeting. A copy of Messrs. Murdoch’s and Thomson’s remarks prepared for the Annual Meeting is furnished as Exhibit 99.1 hereto.

The information under this Item 7.01, including information furnished in any related exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.




Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    
 NEWS CORPORATION
(REGISTRANT)
 
   
 By: /s/ Michael L. Bunder
   Michael L. Bunder
   Senior Vice President, Deputy General Counsel and Corporate Secretary
Dated: November 17, 2021