History of protest votes at News Corp and Fox
August 15, 2023
Here are links to key documents and reports tracking the history of protest votes at News Corp and Fox.
2022: News Corp proxy statement for November 15 AGM not released until October 5. There was a modest 7.3% protest vote against the rem report, although it was closer to 20% without the family's gerrymandered 40% voting block being used to vote in favour. The biggest director protest was 12.6% against co-chairman Lachlan Murdoch.
The Fox Corp proxy statement was released in September ahead of the November 3 AGM where the biggest protest of 17m shares was against Paul Ryan followed by Lachlan Murdoch with 11m. There was only a 5% vote against the rem report.
2021: A clear majority of the independent shareholders supported a shareholder resolution at Fox Corp calling for greater transparency of lobbying activity. Biggest Fox director protest of 19.8% was against William Burch, followed by Paul Ryan and then Lachlan Murdoch.
Over at News Corp, the voting results showed 6.4% against the rem report and the biggest director protest was 10.4% against Ana Pessoa with the next biggest being 5.8% against Lachlan Murdoch. However, when you back out the Murdoch family's 76 million votes, a narrow majority of the voted stock supported the adoption of the simple majority voting with 54 million votes in favour of the shareholder resolution and 124.6 million against.
2020: material protests against all News Corp directors with the lowest being 12.5% against Rupert Murdoch and the highest being 23% against lead independent Peter Barnes. No material rem protest but a shareholder resolution pushing for simple majorities attracted 30% support against the board's recommendation. See results. At Fox Corp, there was an 8.8% vote against the rem report, which was bigger than any of the director protests.
2019: material votes against all the News Corp directors with the lowest being 11.5% against Kelly Ayotte and the highest being 29.8% against Joel Klein. Lachlan had 36.2m votes against versus 23.3 million for Rupert. See results. No shareholder resolutions and only 4.45% against the rem report, although the family voted in favour. At the first Fox Corp AGM after the Disney sale, there was a 29% vote against the remuneration report which would have been defeated without the family's controlling stake. There was 165m votes in favour and 67.7m against. But if back out the family's 103m votes, there was only 62m in favour, so it would have been defeated. The Fox proxy statement was released on September 23 ahead of the November 15 AGM.
2018: Big votes against all the News Corp directors with the biggest being 26.4% against Jose Maria Aznar and the smallest being 20.45% against Masroor Siddiqui. There was a 21.4% against the re-election of Rupert Murdoch and 11% against the rem report - see results.
2017: Only 6.7% against Rupert and 7.8% against the News Corp rem report - see results.
2016: 9.4% against Rupert and 7.1% against the News Corp rem report - see results.
2015: 21.6% protest vote against Rupert, dual class structure almost voted down and 21.7% against the rem report - see amazing results.
2014: Biggest protests ever at News Corp. Definitive proxy statement not released until September 29 for November 12 AGM at Fox Studios in LA.
2013: Definitive proxy statement released on August 30 for October 18 AGM at Fox Studios in LA.
2012: The remuneration report was opposed by 27.4% of voted stock, even with the Murdochs voting in favour.
See this article in The Drum.
Definitive proxy statement released on September 4 for October 16 AGM at Zanuck Theatre in Fox Studios, Los Angeles.
Rupert Murdoch re-election was supported by 96.4% in favour and Lachlan Murdoch suffered the biggest director protest of 20.9%, even with the family voting in favour.
2011: Director protests ranged between 34.9% for James Murdoch and 1% for new director James Breyer.
Voting results also showed a 34.9% vote against the remuneration report, even with the Murdochs voting their own stock in favour. This was the first ever News Corp rem report vote with 432.6m votes in favour and 232.1m against. Strip out the family's 317 million votes and you have just 115.6m in favour and a 66.7% against vote. See Crikey story
Definitive proxy statement released on September 2 for October 21 AGM at Fox Studios in LA.
2010
15 directors re-elected with biggest protest vote 10.8% against James Murdoch. Rupert Murdoch only opposed by 2.2% of voted stock. However, there was strong 37.2% support for a shareholder proposal to introduce a "say on pay" and 8.5% against a new long term incentive scheme.
Voting results
Definitive proxy statement released on August 31 for October 15 AGM at Hudson Theatre in NYC.
2009
Definitive proxy statement for New York AGM on October 16 was released on August 20, 2009
2008
As usual, no ASX announcement on voting protests.
James Murdoch's pay deal was announced in February 2008.
Definitive proxy statement released on August 18, 2008.
2007
Big protest summarised in this Mayne Report special edition with 188m votes or 22.9% in favour of eliminating the dual class voting system versus 621m against.
All directors re-elected with more than 99% in favour.
Nothing released to ASX on voting results.
James Murdoch first joined News Corp board along with Natalie Bancroft on December 7, 2007 after the Dow Jones acquisition.
2006
ASX announcement just said resolutions were carried with no detail on size of the protest. The directors up included Lachlan Murdoch, Azmar, Perkins, Siskind and Thornton. Lachlan suffered the biggest protest vote with 633m for and 202m against or some 24.19%.
See Crikey story on the delay in releasing record protest votes.
Separately, Crikey reported there was a 43% protest against extending the poison pill and that Lachlan Murdoch suffered the biggest protest vote, although the detail was withheld for weeks after the AGM.
Evelyn Davis put up a proposal for annual elections of all directors and this received 196.8m votes or 32.65% in favour and 405.8m votes against, including Rupert's shares.
2005
There was a lot of anger about the poison pill and News Corp never released the full voting results.
However, this is what Crikey carried at the time:
The three billionaires speak for 548 million votes (Rupert Murdoch 308m, John Malone 188m, Saudi Prince 57m) and they were certainly crucial in the director elections where the "for" votes ranged between 672 million and 694 million and the against votes ranged between 108 million and 122 million, a bare majority of the independent vote.
Murdoch couldn't vote on the pay rise for directors, which was clearly saved by Malone and the Saudi Prince as this resolution received just 333.1 million votes in favour and 143.68 million votes against. Strip out the two billionaires to gauge the independent vote and you'll find that only 88 million shares supported the pay rise, compared with 143.68 million which went the other way.
There was also this detailed table showing that Rod Eddington suffered the biggest protest vote of the four directors up for election with 122m votes against or some 15.36%.
The pay rise for non-executive directors was only supported by 333m votes with 133m or 30% against.
2004
No Murdochs up for election and all 5 directors easily re-elected with CFO David Devoe least popular with 43m votes against or about 4%. No rem vote.
These voting results also include the special votes on reincorporating from Adelaide to Delaware. This was also overwhelmingly supported with 91% the lowest majority in a series of votes involving different classes of shareholder.
Incredibly, more than 100,000 retail shareholders bothered to vote.
2003
All resolutions passed on a show of hands but it appears in the proxies that the Murdoch votes were not directed but instead retained as "discretionary" with the chair, to be used in the event of a poll.
For those who did direct their proxies, Lachlan Murdoch was the least popular of the 4 directors with 63.43m votes against, or some 8.4% of the total.
There was a 15.4% vote against a pay rise for the NEDs and this was the meeting when a proposed options issue for the NEDs was voted down. See the voting results which list that item as "withdrawn". The move to Delaware was announced 6 months later.
2002
The first ever major protest vote against a director with 10.7% against Mr Erkko, although this was partly due to his poor attendance record when he was battling cancer. Stephen Mayne ran for the board unendorsed and received 12.8% support despite the board completely censoring his platform, not even saying he old he was at the time. Shareholder discontent was rising as there was a 33.3% protest vote against options for the NEDs and 36.3% against options for some executives. See voting results.
2001
6 directors re-elected with more than 99.9% in favour. This included James Murdoch and two other non-independent directors.
16.7% protest against options to non-executive directors.
21% protest option options to certain executive directors. See voting results.
2000
All 4 directors, including Lachlan Murdoch and general counsel Arthur Siskind, supported by more than 99% of voted stock.
Murdochs were unable to vote their stake on 4 remuneration resolutions which all received big protest votes.
Biggest protest vote was 39.2% against the grant of options to a range of executives, including Lachlan Murdoch but excluding Rupert Murdoch.
There was a 19% protest vote against the issue of options to Rupert Murdoch and a 17% protest vote against the issue of options to all non executive directors.
See voting results
1999
The last time Rupert was able to vote his shares on a board stock issue in Australia.
All five directors - including 3 executives Rod Eddington, Chase Carey and Peter Chernin - supported by 99.9% of voted stock.
The options grant to the non-executive directors was opposed by 5.5%, whereas only 1% objected to the options grant to executive directors.
See voting results.
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