UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
     

FORM 8-K
     
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 10, 2016
 
     
NEWS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
     
 
         
Delaware
 
001-35769
 
46-2950970
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
 
(COMMISSION FILE NO.)
 
(IRS EMPLOYER
IDENTIFICATION NO.)
 
1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
(212) 416-3400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
 
     

 
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 its Annual Meeting of Stockholders (the "Annual Meeting") on November 10, 2016. A brief description of the matters voted upon at the Annual Meeting and the voting results on such matters is set forth below.
Proposal 1: The following individuals were elected to serve as Directors of the Company:
Name
For
Against
Abstain
Broker
Non-Votes
 
K. Rupert Murdoch
155,222,862
15,976,916
1,594,954
4,657,480
 
Lachlan K. Murdoch
138,605,593
31,026,096
3,163,043
4,657,480
 
Robert J. Thomson
159,590,044
11,920,199
1,284,489
4,657,480
 
José María Aznar
135,894,303
35,638,249
1,262,180
4,657,480
 
Natalie Bancroft
136,021,440
35,511,545
1,261,747
4,657,480
 
Peter L. Barnes
146,357,712
24,852,203
1,584,817
4,657,480
 
Elaine L. Chao
153,870,454
18,442,372
    481,906
4,657,480
 
Joel I. Klein
151,800,815
19,384,417
1,609,500
4,657,480
 
James R. Murdoch
142,603,335
27,005,137
3,186,260
4,657,480
 
Ana Paula Pessoa
155,901,654
15,610,541
1,282,537
4,657,480
 
Masroor Siddiqui
159,850,462
11,660,964
1,283,306
4,657,480
 
Proposal 2: A proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2017 passed:
   
For:
175,848,174
Against:
578,835
Abstain:
1,025,203
Proposal 3: A proposal to approve, on an advisory, nonbinding basis, the Company's executive compensation passed:
   
For:
154,804,849
Against:
16,892,347
Abstain:
1,097,536
Broker Non-Votes:
4,657,480
Proposal 4: An advisory, nonbinding stockholder proposal to eliminate the Company's dual class capital structure was defeated:
   
For:
55,370,519
Against:
116,367,562
Abstain:
1,056,651
Broker Non-Votes:
4,657,480

 
ITEM 7.01
REGULATION FD DISCLOSURE
On November 10, 2016, K. Rupert Murdoch, the Company's Executive Chairman, and Robert Thomson, the Company's Chief Executive, addressed stockholders at the Annual Meeting. A copy of Messrs. Murdoch's and Thomson's remarks prepared for the Annual Meeting is furnished as Exhibit 99.1 hereto.
 The information under this caption Item 7.01, including information furnished in any related exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.
 
Description
99.1
 
Remarks of the Executive Chairman and the Chief Executive prepared for the Company's Annual Meeting of Stockholders.
 

 


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
       
 
NEWS CORPORATION
(REGISTRANT)
 
     
 
By:
 
/s/ Michael L. Bunder
   
 
Michael L. Bunder
   
 
Senior Vice President, Deputy General Counsel and Corporate Secretary
Dated: November 10, 2016


 
EXHIBIT INDEX

Exhibit No.
 
Description
99.1
 
Remarks of the Executive Chairman and the Chief Executive prepared for the Company's Annual Meeting of Stockholders.