News Corp. Investors Reject Proposal to Scrap Dual Class Share Structure

A major shareholder proposal calling for News Corp. to scrap its dual-class share structure was voted down on Wednesday.

Following the media company’s 2024 annual meeting of shareholders, News Corp. said the non-binding proposal to adopt a recapitalization plan that would eliminate a dual-class share structure was “convincingly” defeated. The final voting results were unavailable from News Corp., but will be reported in an SEC 8-K filing to be made public.

The proposal’s defeat beats back a major challenge to Rupert Murdoch’s transition of power at News Corp. to his son Lachlan Murdoch. In September, hedge fund Starboard Value called on the company to eliminate its dual-class share structure and referenced a brewing Murdoch family standoff.

Earlier, the elder Rupert Murdoch, 93, stepped aside as chairman from the companies he built, Fox Corp. and News Corp., and took on an emeritus title. But that transition touched off a court battle over how Rupert Murdoch’s empire should be controlled and who should be the primary decision-maker, one that sets up a legal standoff between Lachlan and other Murdoch siblings James, Elisabeth and Prudence. 

“News Corp’s success has been enabled in part by the current capital structure, and the company is pleased with the results of the annual meeting,” the company said in a statement on Wednesday.
“The board and management are dedicated to driving sustained results, continuing the company’s ongoing transformation and actively shaping the future of news and information in the AI era.”