News Corp shareholders rejected a bid by activist investor Starboard Value to break the Rupert Murdoch family’s control of the media group.
The hedge fund wanted to eliminate News Corp’s dual-class capital structure, giving the family about 40% of shareholder votes in the company, through a system of A and B shares, despite owning about on;y 14% of the equity.
The number of votes needed to pass the motion failed “convincingly” at the company’s annual general meeting of shareholders, News Corp said.
“News Corp actively solicits feedback from its investors throughout the year, and values the ongoing dialogue generated by these extensive outreach efforts,” the company said in a statement.
“We are pleased stockholders once again convincingly supported the company and the board of directors on all matters.”
News Corp said the company had thrived through a combination of smart organic reinvestment, strategic acquisitions and divestments and disciplined cost management programs.
“Under the leadership of the Board and executive team, the company has not only achieved record profitability—including a record Q1 in Fiscal 2025—but has also shifted to recurring and digital-first revenue streams, while continuing to create significant value for all stockholders.
“News Corp’s success has been enabled in part by the current capital structure, and the company is pleased with the results of the Annual Meeting.
“News Corp’s stock price has risen 45% over the past year, and materially outperformed both the S&P 500 and its designated peer group in recent years.”
Jeff Smith, the CEO of Starboard Value, had said eliminating the dual-class share structure was be in the best interests of all News Corp stockholders and would align the company with market standard corporate governance practices.
“We firmly believe in the foundational corporate governance principle of ‘one-share, one-vote’, and we believe eliminating the dual class share structure will improve accountability to all stockholders,” he said.
“We believe this proposal provides a forum for stockholders to make their voices heard and to communicate to the Board that the time for News Corp’s dual-class share structure has long passed.”
The push to change the dual class share system comes as the Murdoch family goes to court to determine who gets to control the company.
Rupert Murdoch wants to change a trust which gives four of his children control of the shareholding in News Corp so that his eldest son, Lachlan, takes the reins when he dies.
The other three -- James, Elisabeth and Prudence -- are opposing the move.
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