A history of shareholder resolutions and the Murdochs


January 15, 2020

This list tracks shareholder resolutions and voting results at News Corp and 21st Century Fox AGMs since 2005 when News Corp moved from Adelaide to Delaware.

Key points

There have been a total of 15 shareholder resolutions formally lodged and presented.


In 10 of the 15 years since the move to America there has been a shareholder resolution but never at both companies in the same year since the 2014 demerger.

Rupert Murdoch has chaired 21 AGMs in the US since 2005 and 10 of these had shareholder resolutions

The Nathan Cummings Foundations has tried to dismantle the dual class voting structure on 7 occasions since 2011 and has received support ranging from 28.8% to 49.5%. On every occasion, if the Murdochs hadn't voted it would have received majority support.

Christian Brothers Investment Services twice proposed an independent chairman for News Corp before the demerger and received strong support of 28.9% and 30.5%.

There have been 6 shareholder resolutions from 4 individuals: two from Kennett Steiner, two from Evelyn Davis on the annual election of directors, one from Stephen Mayne in 2007 on the dual class structure and one from Jing Zhao on forming a Human Rights Committee which was only supported by 2.15% of the voted stock.


2019 AGMs

Fox Corp:
No shareholder resolutions. (see proxy statement)

News Corp:
No shareholder resolutions (see proxy statement)

2018 AGMs

21st Century Fox total

Nathan Cumming Foundation proposed eliminating dual class voting structure: (see proxy statement)
See voting results - was 266.6m in favour and 435.8m against so 37.9% supported restoring corporate democracy.

News Corp
No shareholder resolutions (see proxy statement)

2017 AGMs

21st Century Fox
Nathan Cumming Foundation proposed eliminating dual class voting structure: (see p25 of proxy statement)
See voting results - was 313.7m in favour and 412.5m against so 43.2% supported restoring corporate democracy.

News Corp

No shareholder resolution (see proxy statement)

2016 AGMs

21st Century Fox:
No shareholder resolutions (see proxy statement)

News Corp: Nathan Cummings Foundation proposed eliminating dual class voting structure (see p62 of 2016 proxy statement)
See voting results - was 55.4m in favour and 116.4m against so 32.2% of voted stock supported restoring corporate democracy.

2015 AGMs

21st Century Fox

No shareholder resolutions (see proxy statement)

News Corp
Nathan Cummings Foundation proposed eliminating dual class voting structure (see p66 of proxy statement)
See voting results - was 87.8m in favour and 89.6m against so 49.5% of voted stock supported restoring corporate democracy.

2014 AGM

21st Century Fox
No shareholder resolutions (see proxy statement)

News Corp: Nathan Cummings Foundation proposed eliminating dual class voting structure (see p65 of proxy statement)
See voting results - was 79.1m in favour and 87.6m against so 47.45% of voted stock supported restoring corporate democracy.

2013


News CorpTwo shareholder resolutions - see proxy statement

Item 5 - Christian Brothers Investment Services proposed independent chairman - see p38 of proxy statement
147m in favour and 361.7m against to 28.9% support removing Rupert as chairman and replacing with an independent

Item 6 Nathan Cummings Foundation proposed eliminating dual class voting structure - see p41 of proxy statement
Lapsed because no one attended the AGM to present the proposal.

See voting results.


2012
News Corp
3 shareholder resolutions - (see proxy statement)

Item 4:
Christian Brothers Investment services proposed an independent chair (see p26 of proxy statement)
was 156.6m in favour and 356.7m against so 30.5% voted for an independent chair

Item 5:
Kennett Steiner petitioning for simple majority voting (see p29 of proxy statement)
Was 59.3m in favour and 453.7m against so only 11.6% support

Item 6:
Nathan Cummings Foundation proposed eliminating dual class voting structure (see p31 of proxy statement)
Was 147.9m in favour and 365.4m against so 28.8% voted to support corporate democracy

See voting results.

2011

Massive votes against directors but no shareholder resolutions - see voting results.

2010

Two shareholder resolutions - see proxy statement

Item 4 - Jing Zhao proposed establish human rights committee
11.7m in favour and 530.6m against so only 2.15% support

Item 5 - Kennett Steiner proposed a say on pay
215.6m in favour and 363.9m against so 37.2% in favour

See voting results.

2009

No shareholder resolutions - see proxy statement

2008

No shareholder resolutions - see proxy statement

2007

Two shareholder resolutions - see proxy statement

Item 3: Evelyn Davis on annual election of directors - see p16 of proxy statement
Votes not disclosed to ASX.

Item 4: Stephen Mayne on elimination of dual class structure - see p18 of proxy statement.
184m in favour and 621m against so 22.85% supported corporate democracy despite oppositon from John Malone and the Saudi Prince.

2006

One shareholder resolution from Evelyn Davis on annual election of directors - see p24 of proxy statement.
Was defeated but voting results not released

2005

No shareholder resolutions - see proxy statement.