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News Corp. Chairman Rupert Murdoch, Rest of the Board Approved in Shareholder Vote

Rupert Murdoch, James Murdoch
Peter Mathew/Fairfax Images/Getty Images

A proposal to split the chairman and CEO roles and name an independent chairman did not get enough support, the entertainment conglomerate announced late Friday without immediately detailing voting results.

NEW YORK - News Corp. shareholders confirmed all board nominees, including chairman and CEO Rupert Murdoch and sons James and Lachlan Murdoch, at the entertainment conglomerate's annual meeting in LA, the company said late Friday.

A shareholder proposal to split Murdoch's dual roles of chairman and CEO and name an independent chairman didn't get enough support at the event, while shareholders in a non-binding advisory vote also approved executive compensation at the entertainment giant, the company said. But it didn't immediately provide a breakdown of voting percentages.

"Following its annual meeting of stockholders today, News Corporation announced that all directors were elected, the advisory vote was in favor of executive compensation and the other management proposals were approved," the company said in a brief statement. "The floor proposal regarding an independent chair of the board was not approved. Voting results are being finalized and will be filed with the SEC early next week."

Murdoch controls 40 percent of the voting power at the company, with ally Prince Alwaleed bin Talal of Saudi Arabia holding another 7 percent. That made any major changes at the company unlikely.

But analysts have said that a big protest vote against board members amid a recent slew of criticism of the phone hacking scandal and corporate governance at the company could pressure the company to consider changes down the line. (link)

At least one analyst had predicted that up to around 25 percent of the shareholder vote could be withheld from Rupert Murdoch and his sons in a protest vote.

Last year, Rupert Murdoch had seen 567.3 million shares voted in support of his board membership, compared with 12.7 million withheld shares and 13.4 million non-votes. That meant 97.8 percent of properly cast votes went for Murdoch. James Murdoch back then received backing from shareholders owning 517.2 million shares, or a vote of 89.2 percent, while investors owning 62.8 million shares withheld their vote from him. And Lachlan Murdoch got 563.0 million votes for him, or 97.1 percent, while 17.0 million shares were withheld. President, COO and deputy chairman Chase Carey had gotten 566.4 million shares, or 97.7 percent, for his board membership with 13.6 million withheld shares.

Murdoch had gotten an earful from disenchanted shareholder on the Fox lot in LA, but some had also expressed their support.

The mogul had started the meeting by emphasizing that the company is focused on balancing profits and ethics in the wake of the phone hacking scandal.

S&P Capital IQ analyst Tuna Amobi after the meeting maintained his "buy" rating on News Corp.'s stock. "Amid increasingly vociferous governance concerns in wake of recent phone hacking scandal, we are not surprised by the exceptionally testy tone" at News Corp.'s annual meeting, he said. "While events could ultimately help to usher in some governance reforms, including succession, we see little more than a symbolic outcome, with Murdoch interests firmly in control of 40 percent voting power."

Miller Tabak analyst David Joyce said the meeting was neutral or strengthened Murdoch's position. "He continues to sound apologetic, helpful and determined to correct the hacking situation, the same way he was in front of Parliament," Joyce said. 
 

Email: Georg.Szalai@thr.com

Twitter: @georgszalai