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News Corporation (NCRA)

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Wednesday 12 June, 2013

News Corporation

SEC Form 8-K

RNS Number : 8296G
News Corporation
11 June 2013
 



 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

June 11, 2013

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

 

 

NEWS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 






Delaware


001-32352


26-0075658

(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) 852-7000

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

 

 

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 a Special Meeting of Stockholders (the "Special Meeting") on June 11, 2013. A brief description of the matters voted upon at the Special Meeting and the results of the voting on such matters is set forth below.

Proposal 1: A proposal to approve an amendment to the Company's Restated Certificate of Incorporation to clarify the Company's ability to structure separation transactions, including the contemplated separation of the Company's media and entertainment business and its publishing business, as described in the proxy statement (the "Separation"), such that the Company can make distributions to its stockholders in separate classes of stock of its subsidiaries comparable to the classes of stock currently held by them, passed and was voted upon as follows:

 






Class A Common Stockholders:

  




For:

  


1,213,962,583

  

Against:

  


6,094,214

  

Abstain:

  


5,165,707

  



Class B Common Stockholders:

  




For:

  


496,890,098

  

Against:

  


322,468

  

Abstain:

  


254,422

  

Proposal 2: A proposal to approve an amendment to the Company's Restated Certificate of Incorporation to allow the Company to make certain non-cash distributions on shares of its stock held by its wholly-owned subsidiaries ("Subsidiary-Owned Shares") in separation transactions and to create additional Subsidiary-Owned Shares with similar distribution rights, each to enable the Company to consummate the Separation in the manner contemplated, passed and was voted on as follows:

 






Class A Common Stockholders:

  




For:

  


1,215,349,698

  

Against:

  


4,697,234

  

Abstain:

  


5,175,572

  



Class B Common Stockholders:

  




For:

  


496,927,665

  

Against:

  


283,721

  

Abstain:

  


255,602

  

Proposal 3: A proposal to approve an amendment to the Company's Restated Certificate of Incorporation which will change the Company's name to Twenty-First Century Fox, Inc. on or about the date of consummation of the Separation passed and was voted upon as follows:

 






Class B Common Stockholders:

  




For:

  


497,091,434

  

Against:

  


252,471

  

Abstain:

  


123,083

  

A copy of the Company's press release announcing the approval of these matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

 

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 




Exhibit

Number

  

Description



99.1

  

Press release of News Corporation, dated June 11, 2013.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 




NEWS CORPORATION

(REGISTRANT)



By:


/s/ Janet Nova



Janet Nova

Senior Vice President and

Deputy General Counsel

Dated: June 11, 2013

 

 

Exhibit Index

 




Exhibit No.

  

Description



99.1

  

Press release of News Corporation, dated June 11, 2013.

 

Exhibit 99.1

 

 

 

 











FOR IMMEDIATE RELEASE

  


Contact:

  

  

Nathaniel Brown


  




  

212.852.7746


  




  

[email protected]

NEWS CORPORATION STOCKHOLDERS APPROVE CHARTER AMENDMENTS

RELATED TO SEPARATION OF ITS BUSINESSES

NEW YORK, NY - June 11, 2013 - News Corporation announced that, at today's Special Meeting of Stockholders, the Company received approval for the proposed amendments to its Restated Certificate of Incorporation that enable the separation of its businesses into two independent, publicly traded companies as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2013. The Company will file the final results of the vote with the SEC today on a Form 8-K that will be available at the SEC's website at www.sec.gov and at www.newscorp.com/investor . News Corporation is positioned to complete the separation on June 28, 2013.

Rupert Murdoch, Chairman and CEO of News Corporation commented:

"We are pleased that the proposals have been approved by an overwhelming majority of the outstanding shares, and that our shareholders clearly recognize the anticipated benefits of the separation. We are on track to complete the separation on June 28 and look forward to launching two new industry leaders."

News Corporation Separation

On June 28, 2012, News Corporation announced its intent to pursue the separation of its business into two separate independent companies, one of which will hold the Company's global media and entertainment businesses and the other which will hold the businesses comprising News Corporation's newspapers, information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia.

About News Corporation

News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total assets as of March 31, 2013 of approximately US$68 billion and total annual revenues of approximately US$35 billion. News Corporation is a diversified global media company with operations in six industry segments: cable network programming; filmed entertainment; television; direct broadcast satellite television; publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and Latin America.

For more information about News Corporation, please visit www.newscorp.com

 

 

1211 AVENUE OF THE AMERICAS · NEW YORK, NEW YORK 10036 · newscorp.com


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