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NEWS CORP Proxy Solicitation & Information Statement 2017

Oct 3, 2017

30325_rns_2017-10-03_4659dff9-a482-46d2-860e-b3dbae37abfe.pdf

Proxy Solicitation & Information Statement

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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

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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 the appropriate box):

  • ☒ No fee required.

  • Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

  • (1) Title of each Class of securities to which transaction applies:

  • (2) Aggregate number of securities to which transaction applies:

  • (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  • (4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

  • Fee paid previously with preliminary materials.

  • Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

  • (1) Amount previously paid:

  • (2) Form, Schedule or Registration Statement No.:

  • (3) Filing Party:

  • (4) Date Filed:

* Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on November 15, 2017.

NEWS CORPORATION

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1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036

Meeting Information

Meeting Type: Annual Meeting For holders as of: September 18, 2017 Date: November 15, 2017 Time: Location: Darryl F. Zanuck Theatre at Fox Studios 10201 West Pico Boulevard Los Angeles, California 90035 For meeting directions please go to www.newscorp.com/annual-meeting-information/

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com oe rar ylisequep a tsapec rop y (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the XXXX XXXX XXXX XXXX following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* : [email protected]

  • If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.XXXX XXXX XXXX XXXX

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before November 1, 2017 to facilitate timely delivery.

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the proxy materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Company Proposals

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3.

  1. Election of 11 Directors

  2. 1a. K. Rupert Murdoch

  3. Ratification of the Selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending June 30, 2018.

  4. 1b. Lachlan K. Murdoch

  5. Advisory Vote to Approve Executive Compensation.

  6. 1c. Robert J. Thomson

  7. 1d. Kelly Ayotte

  8. 1e. José María Aznar

  9. 1f. Natalie Bancroft

  10. 1g. Peter L. Barnes

  11. 1h. Joel I. Klein

  12. 1i. James R. Murdoch

  13. 1j. Ana Paula Pessoa

  14. 1k. Masroor Siddiqui