A history of shareholder resolutions against the Murdochs
November 19, 2021
This list tracks shareholder resolutions and voting results at News Corp and 21st Century Fox AGM since 2005 when News Corp moved from Adelaide to Delaware.
Key points
There have been a total of 18 shareholder resolutions formally lodged and presented.
In 11 of the 16 years since the move to America there has been a shareholder resolution but 2021 was the first time it happened at both companies in the same year since the 2014 demerger.
Rupert Murdoch has chaired 23 AGMs in the US since 2005 and 12 of these had shareholder resolutions
The Nathan Cummings Foundations has tried to dismantle the dual class voting structure on 7 occasions since 2011 and has received support ranging from 28.8% to 49.5%. On every occasion, if the Murdochs hadn't voted it would have received majority support.
Christian Brothers Investment Services twice proposed an independent chairman for News Corp before the demerger and received strong support of 28.9% and 30.5%.
There have been 6 shareholder resolution from 4 individuals: four from Kennett Steiner, two from Evelyn Davis on the annual election of directors, one from Stephen Mayne in 2007 on the dual class structure and one from Jing Zhao on forming a Human Rights Committee which was only supported by 2.15% of the voted stock.
Below is a summary of the action with links to the relevant documents.
2021 AGM
Fox Corp: Two shareholder resolutions. Voting results showed limited support for turning Fox into a public benefit corporation but a significant majority of the independent shareholders supported advocating for greater transparency of Fox's lobbying activities. See details of this proposal set out on p56 of the proxy statement.
News Corp: See proxy statement and
2020 AGMs
Fox Corp: No shareholder resolutions and no material protest votes on rem or directors. See proxy statement and see results.
News Corp: See proxy statement and
2019 AGMs
Fox Corp: No shareholder resolutions. See proxy statement and see voting results with no protests against directors and a 28.9% protest vote against the rem report.
News Corp:
No shareholder resolutions. See proxy statement and see results which featured strong support for the rem report but protests against all the directors ranging from 11.5% against Kelly Ayotte to 29.9% against Joel Klein.
2018 AGMs
21st Century Fox total
Nathan Cumming Foundation proposed eliminating dual class voting structure: (see proxy statement)
See voting results - was 266.6m in favour and 435.8m against so 37.9% supported restoring corporate democracy.
News Corp
No shareholder resolutions (see proxy statement).
2017 AGMs
21st Century Fox
Nathan Cumming Foundation proposed eliminating dual class voting structure: (see p25 of proxy statement)
See voting results - was 313.7m in favour and 412.5m against so 43.2% supported restoring corporate democracy.
News Corp
No shareholder resolution (see proxy statement).
2016 AGMs
21st Century Fox:
No shareholder resolutions (see proxy statement).
News Corp: Nathan Cummings Foundation proposed eliminating dual class voting structure (see p62 of 2016 proxy statement)
See voting results - was 55.4m in favour and 116.4m against so 32.2% of voted stock supported restoring corporate democracy.
2015 AGMs
21st Century Fox
No shareholder resolutions (see proxy statement)
News Corp
Nathan Cummings Foundation proposed eliminating dual class voting structure (see p66 of proxy statement)
See voting results - was 87.8m in favour and 89.6m against so 49.5% of voted stock supported restoring corporate democracy.
2014 AGM
21st Century Fox
No shareholder resolutions (see proxy statement)
News Corp: Nathan Cummings Foundation proposed eliminating dual class voting structure (see p65 of proxy statement)
See voting results - was 79.1m in favour and 87.6m against so 47.45% of voted stock supported restoring corporate democracy.
2013
News CorpTwo shareholder resolutions - see proxy statement
Item 5 - Christian Brothers Investment Services proposed independent chairman - see p38 of proxy statement
147m in favour and 361.7m against to 28.9% support removing Rupert as chairman and replacing with an independent
Item 6 Nathan Cummings Foundation proposed eliminating dual class voting structure - see p41 of proxy statement
Lapsed because no one attended the AGM to present the proposal.
See voting results.
2012
News Corp
3 shareholder resolutions - (see proxy statement)
Item 4: Christian Brothers Investment services proposed an independent chair (see p26 of proxy statement)
was 156.6m in favour and 356.7m against so 30.5% voted for an independent chair
Item 5: Kennett Steiner petitioning for simple majority voting (see p29 of proxy statement)
Was 59.3m in favour and 453.7m against so only 11.6% support
Item 6: Nathan Cummings Foundation proposed eliminating dual class voting structure (see p31 of proxy statement)
Was 147.9m in favour and 365.4m against so 28.8% voted to support corporate democracy
See voting results.
2011
Massive votes against directors but no shareholder resolutions - see voting results.
2010
Two shareholder resolutions - see proxy statement
Item 4 - Jing Zhao proposed establish human rights committee
11.7m in favour and 530.6m against so only 2.15% support
Item 5 - Kennett Steiner proposed a say on pay
215.6m in favour and 363.9m against so 37.2% in favour
See voting results.
2009
No shareholder resolutions - see proxy statement
2008
No shareholder resolutions - see proxy statement
2007
Two shareholder resolutions - see proxy statement
Item 3: Evelyn Davis on annual election of directors - see p16 of proxy statement
Votes not disclosed to ASX.
Item 4: Stephen Mayne on elimination of dual class structure - see p18 of proxy statement.
184m in favour and 621m against so 22.85% supported corporate democracy despite oppositon from John Malone and the Saudi Prince.
2006
One shareholder resolution from Evelyn Davis on annual election of directors - see p24 of proxy statement.
Was defeated but voting results not released
2005
No shareholder resolutions - see proxy statement.
2009
2008
2007
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