Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Amendment to Named Executive Officer Employment Arrangements
On
The foregoing description of the employment agreement amendments does not
purport to be complete and is qualified in its entirety by reference to the full
text of the employment agreement amendments, which will be filed as exhibits to
the Company's Form 10-Q for the quarter ending
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on
Proposal 1: The following individuals were elected as directors:
Broker Name For Against Abstain Non-Votes K. Rupert Murdoch AC 220,982,442 4,861,099 28,541 4,432,642 Lachlan K. Murdoch 214,967,126 10,405,208 499,748 4,432,642 William A. Burck 181,151,934 44,691,349 28,799 4,432,642 Chase Carey 222,063,505 3,782,249 26,328 4,432,642 Anne Dias 223,651,267 2,191,687 29,128 4,432,642 Roland A. Hernandez 223,647,757 2,195,060 29,265 4,432,642 Jacques Nasser AC 222,213,058 3,632,447 26,577 4,432,642 Paul D. Ryan 213,169,948 12,155,303 546,831 4,432,642
Proposal 2: A proposal to ratify the selection of
For: 230,129,907 Against: 112,418 Abstain: 62,399
Proposal 3: A proposal to approve, on an advisory, nonbinding basis, named executive officer compensation passed and was voted upon as follows:
For: 214,774,761 Against: 11,056,862 Abstain: 40,459 Broker Non-Votes: 4,432,642
Proposal 4: A stockholder proposal to disclose direct and indirect lobbying activities and expenditures did not pass and was voted upon as follows:
For: 96,280,597 Against: 127,807,259 Abstain: 1,784,226 Broker Non-Votes: 4,432,642
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Proposal 5: A stockholder proposal to transition to a public benefit corporation did not pass and was voted upon as follows:
For: 2,415,527 Against: 222,610,754 Abstain: 845,801 Broker Non-Votes: 4,432,642
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