Leading Proxy Advisory Firms Uniformly Agree
that One-Share, One-Vote Represents Best-in-Class Corporate
Governance
Starboard Urges All Shareholders to Vote the
BLUE Proxy Card “FOR” Proposal
4, The Dual-Class Elimination Proposal, TODAY
Starboard Value LP (together with its affiliates, “Starboard” or
“we”), one of the largest shareholders of News Corporation (Nasdaq:
NWSA, NWS) ("News Corp" or the "Company"), today announced that
Institutional Shareholder Services Inc. (“ISS”), Glass, Lewis &
Co. (“Glass Lewis”), and Egan-Jones Proxy Services (“Egan-Jones”),
three leading U.S. proxy advisory firms, recommend shareholders
vote FOR Starboard’s proposal to collapse the dual-class
share structure at the Company’s upcoming 2024 Annual Meeting of
Shareholders. Additionally, Ownership Matters Governance Advisors
(“Ownership Matters”), a leading proxy advisory firm in the
Australian market, recommends shareholders vote FOR this
same proposal.
Summary of Proxy Advisory Firm Recommendations:
- ISS recommends that shareholders vote
FOR the Dual-Class Elimination Proposal
- Glass Lewis recommends that
shareholders vote FOR the Dual-Class Elimination
Proposal
- Egan-Jones recommends that
shareholders vote FOR the Dual-Class Elimination
Proposal
- Ownership Matters recommends that
shareholders vote FOR the Dual-Class Elimination
Proposal
We appreciate the support from shareholders who have already
voted FOR Starboard’s Dual-Class Elimination Proposal
and urge all remaining fellow shareholders to vote FOR the Dual-Class Elimination Proposal
TODAY.
Excerpts from ISS’ Analysis &
Recommendation1
On ISS' Conclusion that News Corp Shareholders Should Vote
Starboard's BLUE Proxy Card to Approve Recapitalization Plan for
all Stock to Have One-vote per Share:
“ISS supports a
one-share, one-vote capital structure. Multi-class capital
structures with unequal voting rights create a misalignment between
economic interest and voting rights, which can disenfranchise
shareholders holding stock with inferior voting
rights.”
“A vote FOR this
proposal is warranted…shareholders not affiliated with the Murdoch
Family Trust may benefit from a capital structure in which the
voting power is dispersed in proportion to economic exposure, and
less voting power is concentrated among those who do not have
commensurate economic exposure.”
Excerpts from Glass Lewis’ Analysis &
Recommendation2
On Glass Lewis' Conclusion that News Corp Shareholders Should
Vote to Approve Shareholder Proposal Regarding
Recapitalization:
“Glass Lewis
believes that allowing one vote per share generally operates as a
safeguard for common shareholders by ensuring that those who hold a
significant minority of shares are able to weigh in on issues set
forth by the board…we believe that the economic stake of each
shareholder should match their voting power and that no small group
of shareholders, family or otherwise, should have voting rights
different from those of other shareholders. On that basis alone, we
believe shareholders should support the Starboard
proposal.”
“…On matters of
governance and shareholder rights, we believe shareholders should
have the power to speak and the opportunity to effect change. That
power should not be concentrated in the hands of a few for reasons
other than an economic stake.”
Excerpts from Egan-Jones’ Analysis &
Recommendation3
On Egan-Jones’ Conclusion that News Corp Shareholders Should
Vote for Item 4 - Adopt a Recapitalization Plan that would
Eliminate the Company’s Dual-Class Capital Structure:
“For our reasons stated below,
we oppose a differential voting power as
it may have the effect of denying shareholders the opportunity to
vote on matters of critical economic importance to them. We believe
that eliminating the Company’s dual class capital structures to
provide equal voting rights to all shareholders [is]
warranted. We recommend a vote
FOR this Proposal.”
“In the ideal world of corporate governance,
a dual capital structure has no room in
the corporate world due to the known disadvantages it
poses. The difference in voting power and economic
interests stirs a major concern which includes super voting power,
increase of conflict of interest and unequal voice for the
unaffiliated or inferior shareholders.”
“We strongly believe
that one of the fundamental rights as a shareholder is the right to
vote the shares of the companies they invest
in…In our view, a one vote per
share principle would provide an equitable approach to ensure that
shareholders are given a fair voice that is proportionate to their
stake in the Company and would be able to hold the management
accountable of their actions through casting a
vote.”
Excerpts from Ownership Matters’ Analysis
& Recommendation4
On Ownership Matters’ Conclusion that News Corp Shareholders
Should Vote for Starboard’s Dual-Class Elimination
Proposal:
“The dual share
class structure at NWS divorces economic ownership and control and
reduces shareholders’ capacity to hold management
accountable.”
“Removing the dual
class structure may however lead to a positive re-rating of News
Corporation shares, which is the rationale behind Starboard’s
proposal.”
* * *
STARBOARD URGES ALL STOCKHOLDERS TO VOTE
FOR THE DUAL-CLASS ELIMINATIONAL
PROPOSAL
RESTORE AND ENHANCE THE VALUE OF YOUR NEWS
CORP INVESTMENT
PLEASE SIGN, DATE, AND MAIL THE BLUE PROXY CARD TODAY
If you have any questions or need further assistance with voting
your News Corp shares, please contact Okapi Partners LLC at the
phone numbers or email listed below.
Shareholders may call toll-free: (877)
629-6356
Banks and brokers call: (212) 297-0720
E-mail: info@okapipartners.com
Starboard encourages all News Corp. shareholders to read its
definitive proxy statement as it contains important information
relating to Starboard’s proxy solicitation, including with respect
to Starboard’s non-binding business proposal to eliminate the
Company’s dual-class share structure. Starboard’s definitive proxy
materials can be obtained free of charge at the SEC’s website,
www.sec.gov.
About Starboard Value LP
Starboard Value LP is an investment adviser with a focused and
differentiated fundamental approach to investing in publicly traded
companies. Starboard invests in deeply undervalued companies and
actively engages with management teams and boards of directors to
identify and execute on opportunities to unlock value for the
benefit of all shareholders.
_________________________ 1 Permission to quote from the ISS
report was neither sought nor obtained. Quotes bolded and
underlined for emphasis. 2 Permission to quote from the Glass Lewis
report was neither sought nor obtained. Quotes bolded and
underlined for emphasis. 3 Permission to quote from the Egan-Jones
report was neither sought nor obtained. Quotes bolded and
underlined for emphasis. 4 Permission to quote from the Ownership
Matters report was neither sought nor obtained. Quotes bolded and
underlined for emphasis.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241106620881/en/
Investor Contacts: Peter Feld, (212) 201-4878 Gavin
Molinelli, (212) 201-4828 www.starboardvalue.com
Okapi Partners LLC Bruce Goldfarb/Chuck Garske (212) 297-0720
info@okapipartners.com
Media Contacts: Longacre Square Partners Greg Marose /
Charlotte Kiaie, (646) 386-0091 starboard@longacresquare.com
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