Not independent
Tenure on this board
13.2 yrs
Also a director at
Fox Corp (FOXA)
6 nominees · 4 ballot items.
Shareholders will elect six directors, ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2027, approve executive compensation on an advisory basis, and advise on the frequency of future executive-compensation votes.
Elect the six director nominees—Lachlan K. Murdoch, Robert J. Thomson, José María Aznar, Natalie Bancroft, Ana Paula Pessoa and Masroor Siddiqui—to serve until the next annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve, on an advisory and nonbinding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal 3 asks stockholders to approve, on an advisory and nonbinding basis, the compensation of News Corporation’s named executive officers as disclosed under the SEC compensation-disclosure rules. The resolution covers the overall NEO compensation program rather than any individual salary, bonus, equity award or benefit. Management is seeking approval to obtain annual stockholder feedback on its executive-pay framework and to support the legitimacy of the Compensation Committee’s decisions. The Company characterizes the framework as pay-for-performance, with a significant majority of NEO target compensation variable and dependent on Company and individual performance. The program uses annual cash incentives and long-term equity incentives, including PSUs tied to adjusted EPS, adjusted free cash flow and relative TSR, plus RSUs that support retention. Management also highlights capped incentive opportunities, stock ownership guidelines, clawback policies, anti-hedging rules and the absence of guaranteed bonuses and single-trigger change-in-control benefits. Fiscal 2026 performance was strong, including revenue growth, higher adjusted Total Segment EBITDA, increased free cash flow and accelerated stock repurchases, which management cites as context for compensation outcomes. The Company reports that approximately 88.8% of votes cast at the 2025 annual meeting supported the prior say-on-pay proposal, and the Compensation Committee maintained the general structure of the program after considering that result and stockholder engagement. The Board unanimously recommends a vote FOR, while acknowledging that the advisory result will not bind the Company or the Board but will be considered by the Compensation Committee in its ongoing review.
Advise whether future advisory votes on executive compensation should occur every one, two or three years.
Proposal 4 asks stockholders to express a preference for the frequency of future advisory votes on executive compensation. Voters may select a frequency of one year, two years or three years, or abstain. The vote is advisory and nonbinding, so it does not itself establish the Company’s future voting schedule. The Board recommends a vote for “1 year,” consistent with its existing policy providing for annual say-on-pay votes. Management argues that annual voting gives stockholders a regular opportunity to provide direct feedback on compensation philosophy, policies and practices. It also allows the Compensation Committee to evaluate compensation decisions using timely input rather than waiting multiple years. The Board connects annual voting to its broader policy of facilitating communications between stockholders and the Board and its committees. The recommendation is particularly relevant because the Company uses a performance-based program with annual cash incentives and multi-year equity awards, making ongoing feedback useful even where awards vest over longer periods. The Company cautions that the Board may ultimately choose a frequency different from the one preferred by stockholders if it believes that doing so is in the best interests of the Company and its stockholders. If no frequency receives a majority, the frequency receiving the most votes will be treated by the Company as the stockholder-recommended frequency. The Board unanimously recommends a vote for holding future advisory executive-compensation votes every “1 year.”
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Independent Franchise Partners LLP | 5.93% | 32,074,535 | $796M |
| 2 | STATE STREET CORP | 5.59% | 30,263,987 | $751M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.75% | 25,714,796 | $638M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.27% | 17,677,875 | $439M |
| 5 | 59 North Capital Management, LP | 2.45% | 13,232,481 | $329M |
| 6 | DODGE COX | 2.32% | 12,538,190 | $311M |
| 7 | BlackRock, Inc. | 2.15% | 11,624,582 | $289M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.92% | 10,378,970 | $258M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.76% | 9,496,093 | $235M |
| 10 | Metropolis Capital Ltd | 1.70% | 9,192,105 | $229M |
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