News Corp Proxy Statement Filed

Ticker: NWSLL · Form: DEFA14A · Filed: Oct 7, 2024 · CIK: 1564708

Sentiment: neutral

Topics: proxy-statement, governance, shareholder-meeting

TL;DR

News Corp proxy filed - shareholders vote on directors & company matters.

AI Summary

News Corp filed a Definitive Proxy Statement (DEFA14A) on October 7, 2024, related to its annual meeting. The filing concerns the solicitation of proxies for the meeting, which will include the election of directors and other corporate matters. Specific details regarding the agenda, proposals, and voting recommendations are contained within the full proxy statement.

Why It Matters

This filing is crucial for shareholders as it outlines the company's governance, director nominations, and key proposals requiring shareholder votes, directly impacting the company's direction and shareholder rights.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual meeting, not indicating any unusual financial distress or significant operational changes.

Key Players & Entities

FAQ

What type of SEC filing is this?

This is a Definitive Proxy Statement (DEFA14A) filed by News Corp.

Who is the filing company?

The filing company is News Corp.

When was this filing submitted?

The filing was submitted on October 7, 2024.

What is the purpose of a DEFA14A filing?

A DEFA14A filing is used to solicit proxies from shareholders for an annual or special meeting of shareholders.

What is the SIC code for News Corp?

The Standard Industrial Classification (SIC) code for News Corp is 2711, which corresponds to Newspapers: Publishing or Publishing & Printing.

Filing Stats: 4,537 words · 18 min read · ~15 pages · Grade level 20 · Accepted 2024-10-07 16:30:38

Key Financial Figures

Filing Documents

From the Filing

a10_07x24defa14astockhol UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 NEWS CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Shareholder Engagement October 2024 Cautionary Note: Forward-Looking Statements This presentation contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's views and assumptions regarding future events and business performance as of the time the statements are made. The words "expect," "will," "estimate," "anticipate," "predict," "believe," "should," and similar expressions and variations thereof are intended to identify forward-looking statements. These statements include statements regarding the intent, belief or current expectations of News Corporation, its directors or its officers with respect to, among other things, trends and uncertainties affecting our business, financial condition or results of operations, the outcome of contingencies such as litigation and investigations and the Company's strategy and strategic initiatives, including potential acquisitions, investments and dispositions and cost savings initiatives. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties and actual results may differ materially from these expectations due to changes in global economic, business, competitive market and regulatory factors, as well as the risks, uncertainties and other factors described in our filings with the Securities and Exchange Commission. More detailed information about these and other important factors that could affect future results is contained in our filings with the Securities and Exchange Commission, including under the heading "Risk Factors" in such filings. The "forward-looking statements" included in this presentation are made only as of the date of this presentation and we do not have, and do not undertake, any obligation to publicly update or revise any "forward-looking statements" to reflect subsequent events or circumstances, and we expressly disclaim any such obligation, except as required by law. In addition, this presentation includes non-GAAP financial measures. The Company believes these measures are important tools for investors and analysts to use in assessing the Company's underlying business performance, liquidity and cash flows and comparing the Company's operating performance, liquidity and cash flows between periods. These non-GAAP measures may be different than similar measures used by other companies and should be considered in addition to, not as a substitute for, measures of financial performance calculated in accordance with GAAP. Reconciliations for the differences between non-GAAP measures used in this presentation and comparable financial measures calculated in accordance with U.S. GAAP are included in the Appendix to this presentation. This presentation is not intended to (nor does it) constitute an offer or invitation by or on behalf of News Corporation, its subsidiaries, or any other person to subscribe for, purchase or otherwise deal in any securities, nor is it intended to be used for the purpose of or in connection with offers or invitations to subscribe for, purchase or otherwise deal in any securities. IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT The Company, its directors and certain of its executive officers and employees (as set forth below) may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2024 Annual Meeting. The Company plans to file a proxy statement with the SEC in connection with the solicitation of proxies for the 2024 Annual Meeting (the "2024 Proxy Statement"), together with a WHITE proxy card. As of September 11, 2024, each of the participants set forth below beneficially owned less than 1% of the Company's Class A and Class B Common Stock, except as otherwise indicated. The number of shares of Class A and Class B Common Stock of the Company outstanding as of September 26, 2024 was 379,530,597 and 190,083,399, respectively. Information about the compensation of our named executive officers and our non-employee directors is set forth in the sections entitled "Compensatio

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