Starboard submits proposal to end News Corp. dual-class structure

In a regulatory filing, Starboard stated, “Starboard Value and Opportunity Master Fund Ltd, together with its affiliates, are the beneficial owners of an aggregate of (i) 8,732,000 shares of Class B Common Stock of News Corporation, and (ii) 13,979,000 shares of the company’s Class A Common Stock, making us one of the company’s largest stockholders. We have submitted a non-binding business proposal for consideration by News Corp stockholders entitled to vote at the company’s upcoming 2024 Annual Meeting of Stockholders, seeking stockholder approval of a request for the Board of Directors of the company to take the necessary steps to adopt a recapitalization plan that would eliminate News Corp’s dual-class capital structure and provide that each outstanding share of Common Stock has one vote. We believe eliminating the dual-class share structure will promote shareholder value, improve governance, and increase News Corp’s accountability to investors. Through the attached Proxy Statement and enclosed BLUE proxy card, we are soliciting proxies to approve the Dual-Class Elimination Proposal. We have had constructive dialogue with the company on numerous topics over the past year. We have expressed our view that eliminating the dual-class share structure would 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. 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. We urge you to carefully consider the information contained in the attached Proxy Statement and then support our efforts by signing, dating, and returning the enclosed BLUE proxy card today.”