TIDMNCRA
RNS Number : 8296G
News Corporation
11 June 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 11, 2013
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
NEWS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-32352 26-0075658
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212) 852-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST
REPORT)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
.. Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
.. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
.. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
.. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
News Corporation (the "Company") held a Special Meeting of
Stockholders (the "Special Meeting") on June 11, 2013. A brief
description of the matters voted upon at the Special Meeting and
the results of the voting on such matters is set forth below.
Proposal 1: A proposal to approve an amendment to the Company's
Restated Certificate of Incorporation to clarify the Company's
ability to structure separation transactions, including the
contemplated separation of the Company's media and entertainment
business and its publishing business, as described in the proxy
statement (the "Separation"), such that the Company can make
distributions to its stockholders in separate classes of stock of
its subsidiaries comparable to the classes of stock currently held
by them, passed and was voted upon as follows:
Class A Common Stockholders:
For: 1,213,962,583
Against: 6,094,214
Abstain: 5,165,707
Class B Common Stockholders:
For: 496,890,098
Against: 322,468
Abstain: 254,422
Proposal 2: A proposal to approve an amendment to the Company's
Restated Certificate of Incorporation to allow the Company to make
certain non-cash distributions on shares of its stock held by its
wholly-owned subsidiaries ("Subsidiary-Owned Shares") in separation
transactions and to create additional Subsidiary-Owned Shares with
similar distribution rights, each to enable the Company to
consummate the Separation in the manner contemplated, passed and
was voted on as follows:
Class A Common Stockholders:
For: 1,215,349,698
Against: 4,697,234
Abstain: 5,175,572
Class B Common Stockholders:
For: 496,927,665
Against: 283,721
Abstain: 255,602
Proposal 3: A proposal to approve an amendment to the Company's
Restated Certificate of Incorporation which will change the
Company's name to Twenty-First Century Fox, Inc. on or about the
date of consummation of the Separation passed and was voted upon as
follows:
Class B Common Stockholders:
For: 497,091,434
Against: 252,471
Abstain: 123,083
A copy of the Company's press release announcing the approval of
these matters is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
------- -------------------------------------------------------
99.1 Press release of News Corporation, dated June 11, 2013.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
NEWS CORPORATION
(REGISTRANT)
By: /s/ Janet Nova
--------------------------
Janet Nova
Senior Vice President and
Deputy General Counsel
Dated: June 11, 2013
Exhibit Index
Exhibit
No. Description
------- -------------------------------------------------------
99.1 Press release of News Corporation, dated June 11, 2013.
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Nathaniel Brown
212.852.7746
nbrown@newscorp.com
NEWS CORPORATION STOCKHOLDERS APPROVE CHARTER AMENDMENTS
RELATED TO SEPARATION OF ITS BUSINESSES
NEW YORK, NY - June 11, 2013 - News Corporation announced that,
at today's Special Meeting of Stockholders, the Company received
approval for the proposed amendments to its Restated Certificate of
Incorporation that enable the separation of its businesses into two
independent, publicly traded companies as described in the
Company's definitive proxy statement filed with the Securities and
Exchange Commission on April 30, 2013. The Company will file the
final results of the vote with the SEC today on a Form 8-K that
will be available at the SEC's website at www.sec.gov and at
www.newscorp.com/investor . News Corporation is positioned to
complete the separation on June 28, 2013.
Rupert Murdoch, Chairman and CEO of News Corporation
commented:
"We are pleased that the proposals have been approved by an
overwhelming majority of the outstanding shares, and that our
shareholders clearly recognize the anticipated benefits of the
separation. We are on track to complete the separation on June 28
and look forward to launching two new industry leaders."
News Corporation Separation
On June 28, 2012, News Corporation announced its intent to
pursue the separation of its business into two separate independent
companies, one of which will hold the Company's global media and
entertainment businesses and the other which will hold the
businesses comprising News Corporation's newspapers, information
services and integrated marketing services, digital real estate
services, book publishing, digital education and sports programming
and pay-TV distribution in Australia.
About News Corporation
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total
assets as of March 31, 2013 of approximately US$68 billion and
total annual revenues of approximately US$35 billion. News
Corporation is a diversified global media company with operations
in six industry segments: cable network programming; filmed
entertainment; television; direct broadcast satellite television;
publishing; and other. The activities of News Corporation are
conducted principally in the United States, Continental Europe, the
United Kingdom, Australia, Asia and Latin America.
For more information about News Corporation, please visit
www.newscorp.com
1211 AVENUE OF THE AMERICAS -- NEW YORK, NEW YORK 10036 --
newscorp.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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