Key Summary: On September 9, 2024, Starboard Value proposed eliminating News Corp’s dual-class share structure, criticizing the governance issues related to the Murdoch family's super-voting rights. They planned to file a proxy statement and seek shareholder support for this change.Market Cap: $15 billion| News Corporation, a media and information services company, creates and distributes authoritative and engaging content, and other products and services for consumers and businesses worldwide.
On September 9, 2024, Starboard Value announced it had sent a letter to News Corp shareholders proposing the elimination of the company’s dual-class share structure. Starboard criticized News Corp’s governance, highlighting issues with the Murdoch family's super-voting rights and internal family conflicts. The letter argued that extending these rights was unreasonable and exacerbated the company's valuation discount. Starboard planned to file a proxy statement with more details and sought shareholder support to address these governance concerns.
On September 20, 2024, Starboard Value (4.6%) filed proxy materials seeking stockholder approval for a non-binding proposal at the 2024 Annual Meeting to eliminate News Corp’s dual-class share structure, allowing each share to have one vote. They believe this change will enhance shareholder value and governance. The Annual Meeting will also address the election of director nominees, the ratification of the accounting firm, and advisory votes on executive compensation and the dual-class proposal. Source
On November 7, 2024, Starboard issued a press release announcing that ISS, Glass Lewis and Egan-Jones recommended shareholders vote FOR Starboard’s proposal to collapse the dual-class share structure at the company’s upcoming 2024 AGM.
Past
In October 2023, Starboard Value issued a presentation suggesting that News Corp should consider spinning off its online property businesses, estimating it could generate a $7 billion windfall for the company. Starboard believes that News Corp's current valuation of $12.6 billion "does not make sense" and suggests breaking up the business to increase shareholder value. The hedge fund sees potential in separating the digital real estate assets, such as Move Inc and REA Group, through a tax-free spin-off, which could lead to a significant increase in the company's share price.
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