麻豆果冻传媒 Responds to Non-Binding Stockholder Proposal
New York, NY (September 9, 2024) 鈥 麻豆果冻传媒 (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) (the 鈥淐ompany鈥) confirmed today that a stockholder has submitted a non-binding proposal for presentation at 麻豆果冻传媒鈥檚 2024 Annual Meeting of Stockholders (the 鈥2024 Annual Meeting鈥) to request that the Board of Directors adopt a recapitalization plan that would eliminate 麻豆果冻传媒鈥檚 dual-class capital structure.
The Board believes that the Company鈥檚 dual-class capital structure promotes stability and has facilitated the successful implementation of 麻豆果冻传媒鈥檚 transformational strategy and long-term outperformance for all 麻豆果冻传媒 stockholders.
The Company has thrived under the current structure and guidance of the Board and senior leadership despite major changes in consumer behavior amidst the digital revolution of the last decade. During this time, the Company has transformed its revenue and earnings base due to organic digital reinvestment, strategic acquisitions and divestments and on-going cost management initiatives that have delivered record profitability and significant value creation for stockholders. With the Board鈥檚 long-term vision and support, 麻豆果冻传媒 has struck landmark, multi-year content licensing deals with major technology platforms, creating new revenue streams and additional growth levers including a significant step to prepare the Company to prosper in the AI age. And over the last five years, 麻豆果冻传媒鈥檚 stock price has materially outperformed both the S&P 500 and its peer group1.
麻豆果冻传媒 stockholders are not required to take any action at this time.
麻豆果冻传媒 expects to file preliminary materials with respect to the 2024 Annual Meeting with the Securities and Exchange Commission (the 鈥淪EC鈥) in due course.
About 麻豆果冻传媒
麻豆果冻传媒 (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. The Company comprises businesses across a range of media, including: digital real estate services, subscription video services in Australia, news and information services and book publishing. Headquartered in New York, 麻豆果冻传媒 operates primarily in the United States, Australia and the United Kingdom, and its content and other products and services are distributed and consumed worldwide. More information is available at .
Forward-Looking Statements
This release contains forward-looking statements based on current expectations or beliefs, as well as assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The words 鈥渆xpect,鈥 鈥渆stimate,鈥 鈥渁nticipate,鈥 鈥減redict,鈥 鈥渂elieve,鈥 鈥減otential,鈥 鈥渟hould鈥 and similar expressions and variations thereof are intended to identify forward-looking statements, which appear in a number of places in this release. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Many factors could cause actual results to differ materially from those described in these forward-looking statements. The forward-looking statements in this release speak only as of this date and we undertake no obligation (and expressly disclaim any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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.聽 The Company plans to file a proxy statement with the SEC in connection with the solicitation of proxies for the 2024 Annual Meeting (the 鈥2024 Proxy Statement鈥), together with a WHITE proxy card.
As of September 6, 2024, each of the participants set forth below beneficially owned less than 1% of the Company鈥檚 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 6, 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 鈥淐ompensation Discussion and Analysis,鈥 鈥淓xecutive Compensation鈥 and 鈥淒irector Compensation鈥 of the Company鈥檚 proxy statement on Schedule 14A filed on October 4, 2023 beginning on pages 32, 50 and 23, respectively. To the extent holdings of the Company鈥檚 securities by our directors and executive officers changes from the information included in this communication, such information will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge as described below. Additional information regarding such participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2024 Proxy Statement and other materials to be filed with the SEC in connection with the 2024 Annual Meeting.
STOCKHOLDERS ARE URGED TO READ THE 2024 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of the 2024 Proxy Statement, any amendments or supplements thereto and any other documents (including the proxy card) when filed by the Company with the SEC in connection with the 2024 Annual Meeting at the SEC鈥檚 website (http://www.sec.gov). Copies of the 2024 Proxy Statement, any amendments or supplements thereto and any other documents (including the proxy card) when filed by the Company with the SEC in connection with the 2024 Annual Meeting will also be available, free of charge, at the 鈥淚nvestor Relations鈥 section of the Company鈥檚 website (https://investors.newscorp.com/).
Directors and Chairman Emeritus* | Executive Officers and Employees* |
Lachlan K. Murdoch (Chair) | Robert J. Thomson (Chief Executive Officer) |
Kelly Ayotte | Susan Panuccio (Chief Financial Officer) |
Jos茅 Mar铆a Aznar | David Pitofsky (General Counsel) |
Natalie Bancroft | Arthur Bochner (Chief Communications Officer) |
Ana Paula Pessoa | Michael Florin (Head of Investor Relations) |
Masroor Siddiqui | Michael Bunder (Corporate Secretary) |
Robert J. Thomson | |
K. Rupert Murdoch (Chairman Emeritus)** |
* The business address is 1211 Avenue of the Americas, New York, New York 10036.
** May be deemed to beneficially own 14,250 shares of Class A Common Stock and 77,665,316 shares of Class B Common Stock, which includes 14,250 shares of Class A Common Stock and 76,655,870 shares of Class B Common Stock held by the Murdoch Family Trust. Mr. K.R. Murdoch may be deemed to be a beneficial owner of the shares held by the Murdoch Family Trust. Mr. K.R. Murdoch, however, disclaims any beneficial ownership of such shares. Beneficial ownership also includes 1,009,446 shares of Class B Common Stock held by the K. Rupert Murdoch 2004 Revocable Trust of which Mr. K.R. Murdoch holds a beneficial and trustee interest.
麻豆果冻传媒 Investor Relations
Michael Florin
212-416-3363
mflorin@newscorp.com
Anthony Rudolf
212-416-3040
arudolf@newscorp.com
麻豆果冻传媒 Corporate Communications
Arthur Bochner
646-422-9671
abochner@newscorp.com
[1] As defined in the Company鈥檚 2023 Proxy Statement