History of protest votes at News Corp

May 10, 2019

Here are links to key documents and reports tracking the history of protest votes at News Corp.

2018

21.4% against the re-election of Rupert Murdoch - see results.

2017

Only 6.7% against Rupert - see results.

2016

9.4% against Rupert - see results.

2015

21.6% protest vote against Rupert - see results.

2014

Biggest protests ever at News Corp - see results.

Definitive proxy statement not released until September 29 for November 12 AGM at Fox Studios in LA.

2013

Definitive proxy statement released on August 30 for October 18 AGM at Fox Studios in LA.
2012

The Drum

Definitive proxy statement released on September 4 for October 16 AGM at Zanuck Theatre in Fox Studios, Los Angeles.

Rupert Murdoch re-election was supported by 96.4% in favour

2011

Director protests ranged between 34.9% for James Murdoch and 1% for new director James Breyer.

Voting results

Crikey story

Definitive proxy statement released on September 2 for October 21 AGM at Fox Studios in LA.

2010

15 directors re-elected with biggest protest vote 10.8% against James Murdoch. Rupert Murdoch only opposed by 2.2% of voted stock. However, there was strong 37.2% support for a shareholder proposal to introduce a "say on pay" and 8.5% against a new long term incentive scheme.

Voting results

Definitive proxy statement released on August 31 for October 15 AGM at Hudson Theatre in NYC.

2009

Definitive proxy statement for New York AGM on October 16 was released on August 20, 2009

2008

As usual, no ASX announcement on voting protests.

James Murdoch's pay deal was announced in February 2008.

Definitive proxy statement released on August 18, 2008.

2007

Big protest summarised in this Mayne Report special edition with 188m votes or 22.9% in favour of eliminating the dual class voting system versus 621m against.

All directors re-elected with more than 99% in favour.

Nothing released to ASX on voting results.

James Murdoch first joined News Corp board along with Natalie Bancroft on December 7, 2007 after the Dow Jones acquisition.

2006

ASX announcement just said resolutions were carried with no detail on size of the protest. The directors up included Lachlan Murdoch, Azmar, Perkins, Siskind and Thornton. Lachlan suffered the biggest protest vote with 633m for and 202m against or some 24.19%.

See Crikey story on the delay in releasing record protest votes.

Separately, Crikey reported there was a 43% protest against extending the poison pill and that Lachlan Murdoch suffered the biggest protest vote, although the detail was withheld for weeks after the AGM.

Evelyn Davis put up a proposal for annual elections of all directors and this received 196.8m votes or 32.65% in favour and 405.8m votes against, including Rupert's shares.

2005

There was a lot of anger about the poison pill and News Corp never released the full voting results.

However, this is what Crikey carried at the time:

The three billionaires speak for 548 million votes (Rupert Murdoch 308m, John Malone 188m, Saudi Prince 57m) and they were certainly crucial in the director elections where the "for" votes ranged between 672 million and 694 million and the against votes ranged between 108 million and 122 million, a bare majority of the independent vote.

Murdoch couldn't vote on the pay rise for directors, which was clearly saved by Malone and the Saudi Prince as this resolution received just 333.1 million votes in favour and 143.68 million votes against. Strip out the two billionaires to gauge the independent vote and you'll find that only 88 million shares supported the pay rise, compared with 143.68 million which went the other way.

There was also this detailed table showing that Rod Eddington suffered the biggest protest vote of the four directors up for election with 122m votes against or some 15.36%.

The pay rise for non-executive directors was only supported by 333m votes with 133m or 30% against.

2004

No Murdochs up for election and all 5 directors easily re-elected with CFO David Devoe least popular with 43m votes against or about 4%. No rem vote.

These voting results also include the special votes on reincorporating from Adelaide to Delaware. This was also overwhelmingly supported with 91% the lowest majority in a series of votes involving different classes of shareholder.

Incredibly, more than 100,000 retail shareholders bothered to vote.

2003

All resolutions passed on a show of hands but it appears in the proxies that the Murdoch votes were not directed but instead retained as "discretionary" with the chair, to be used in the event of a poll.

For those who did direct their proxies, Lachlan Murdoch was the least popular of the 4 directors 63.43m votes against, or some 8.4% of the total.

Voting results

2002

The first ever protest vote against a director with

See voting results.

2001

6 directors re-elected with more than 99.9% in favour. This included James Murdoch and two other non-independent directors.

16.7% protest against options to non-executive directors.

21% protest option options to certain executive directors.

See voting results.

2000

All 4 directors, including Lachlan Murdoch and general counsel Arthur Siskind, supported by more than 99% of voted stock.

Murdochs were unable to vote their stake on 4 remuneration resolutions which all received big protest votes.

Biggest protest vote was 39.2% against the grant of options to a range of executives, including Lachlan Murdoch but excluding Rupert Murdoch.

There was a 19% protest vote against the issue of options to Rupert Murdoch and a 17% protest vote against the issue of options to all non executive directors.
See voting results

1999

The last time Rupert was able to vote his shares on a board stock issue.

All five directors - including 3 executives Rod Eddington, Chase Carey and Peter Chernin - supported by 99.9% of voted stock.

The options grant to the non-executive directors was opposed by 5.5%, whereas only 1% objected to the options grant to executive directors.

See voting results.