News Corp stockholders approve charter amendments on officer liability and forum selection; Allen extends employment

NEWS CORP

Ruth Allen's amended employment agreement extends term to Dec 2028 with $900k base salary, $900k annual bonus target, and $1.1M annual equity target.
Charter amendments approved: limit officer liability (92.3% for), eliminate corporate opportunity waiver (100% for), add federal forum selection (95.7% for).
All seven director nominees elected (e.g., L. Murdoch 90.2%, R. Thomson 99.2%); Ernst & Young ratified as auditor (99.0%); advisory say-on-pay passed (88.8% for).
Fiscal 2025 record: revenue ~$8.5B, segment EBITDA $1.4B, net income $648M, free cash flow $571M; Board authorized $1B stock repurchase.

item 3.03 item 5.03 item 5.02 item 5.07 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

NEWS CORP: Stockholders approved amendments to the Restated Certificate of Incorporation to limit officer liability, eliminate the corporate opportunity waiver, and add a federal forum selection provision (effective 2025-11-19).

Change: charter amendment
Effective: 2025-11-19

Exact text from the filing

At the Annual Meeting, upon the recommendation of the Board of Directors of the Company, stockholders approved amendments (the “Proposed Amendments”) to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to: (i) limit the liability of certain officers as permitted by law; (ii) eliminate the obsolete corporate opportunity waiver; and (iii) add a federal forum selection provision for claims under the Securities Act of 1933, as amended, and make a clarifying change to the existing Delaware forum selection provision.

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259 governance changes filed in the last 30 days. Browse all governance changes →

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Source: SEC EDGAR

accession 0001564708-25-000586

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