News Corp.: 35% of Shareholder Votes Opposed James Murdoch

NEW YORK – News Corp. shareholders confirmed chairman and CEO Rupert Murdoch and other board members, but sons James and Lachlan Murdoch only got two-thirds approval, the entertainment conglomerate said Monday after its Friday annual shareholder meetings.

Deputy COO James Murdoch, who has been a focus of shareholder criticism amid the phone hacking scandal, got the biggest protest vote out of all family members, winning approval of shareholders with about 433.0 million votes, or 65 percent of cast votes, which excludes broker non-votes, and getting about 232.0 million “against” votes, according to a regulatory filing late Monday. Holders of 494,831 shares abstained.

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Brother Lachlan drew 34 percent opposition as he got 440.9 million “for” votes, 224.2 million “against” votes and 477,972 votes that abstained.

The Murdoch sons received the lowest vote “for” their continued board membership and the most “against” votes.  

Excluding the voting shares of the Murdoch family and close ally Prince Alwaleed bin Talal of Saudi Arabia, a vast majority of shareholders did not support the Murdoch sons. Murdoch controls 40 percent of the voting power at the company, with Prince Alwaleed holding another 7 percent. That made any major changes at the company unlikely.

Father Rupert got nearly 561.7 million “for” votes, or 84 percent approval, and 91.8 million “against” votes, with 12.1 million abstaining. News Corp. president, COO and deputy chairman Chase Carey got more than 90 percent approval, exceeded only by former New York City schools chancellor Joel Klein and independent director and venture capitalist James Breyer.

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 cast votes 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. Carey had gotten 566.4 million shares, or 97.7 percent, for his board membership with 13.6 million withheld shares. ??

Late Friday, the company had said that a shareholder proposal to split Murdoch’s dual roles of chairman and CEO didn’t get enough support at the event, while shareholders in a non-binding advisory vote also approved executive compensation at the entertainment giant. But it hadn’t immediately provided a breakdown of voting percentages. ??

??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. 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.

?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.

Capital IQ analyst Tuna Amobi after the meeting maintained his “buy” rating on News Corp.’s stock. “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,” he said.??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