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
November 15, 2017
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
 
     
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
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 15, 2017. 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
159,315,880
11,814,522
527,584
1,702,331
Lachlan K. Murdoch
142,137,495
29,056,307
464,184
1,702,331
Robert J. Thomson
162,053,222
9,252,283
352,481
1,702,331
Kelly Ayotte  165,103,803 6,201,143 353,040 1,702,331  
José María Aznar
149,854,781
21,336,478
466,727
1,702,331
Natalie Bancroft
138,112,173
33,256,251
289,562
1,702,331
Peter L. Barnes
155,398,225
15,791,644
468,117
1,702,331
Joel I. Klein
159,382,832
11,921,712
353,442
1,702,331
James R. Murdoch
126,168,245
44,963,248
526,493
1,702,331
Ana Paula Pessoa
162,378,015
8,926,835
353,136
1,702,331
Masroor Siddiqui
162,286,624
9,017,121
354,241
1,702,331
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, 2018 passed:
 
   
For:
 172,242,213
Against:
  764,888
Abstain:
353,216
Proposal 3: A proposal to approve, on an advisory, nonbinding basis, the Company's executive compensation passed:
 
   
For:
 158,821,669
Against:
  12,542,529
Abstain:
  293,788
Broker Non-Votes:
1,702,331

 
ITEM 7.01
REGULATION FD DISCLOSURE
On November 15, 2017, 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
 
 

 

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 15, 2017