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FOXA > SEC Filings for FOXA > Form 8-K on 11-Jun-2013All Recent SEC Filings

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Form 8-K for NEWS CORP


11-Jun-2013

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

News Corporation (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") on June 11, 2013. A brief description of the matters voted upon at the Special Meeting and the results of the voting on such matters is set forth below.

Proposal 1: A proposal to approve an amendment to the Company's Restated Certificate of Incorporation to clarify the Company's ability to structure separation transactions, including the contemplated separation of the Company's media and entertainment business and its publishing business, as described in the proxy statement (the "Separation"), such that the Company can make distributions to its stockholders in separate classes of stock of its subsidiaries comparable to the classes of stock currently held by them, passed and was voted upon as follows:

                  Class A Common Stockholders:
                  For:                             1,213,962,583
                  Against:                             6,094,214
                  Abstain:                             5,165,707

                  Class B Common Stockholders:
                  For:                               496,890,098
                  Against:                               322,468
                  Abstain:                               254,422

Proposal 2: A proposal to approve an amendment to the Company's Restated Certificate of Incorporation to allow the Company to make certain non-cash distributions on shares of its stock held by its wholly-owned subsidiaries ("Subsidiary-Owned Shares") in separation transactions and to create additional Subsidiary-Owned Shares with similar distribution rights, each to enable the Company to consummate the Separation in the manner contemplated, passed and was voted on as follows:

                  Class A Common Stockholders:
                  For:                             1,215,349,698
                  Against:                             4,697,234
                  Abstain:                             5,175,572

                  Class B Common Stockholders:
                  For:                               496,927,665
                  Against:                               283,721
                  Abstain:                               255,602

Proposal 3: A proposal to approve an amendment to the Company's Restated Certificate of Incorporation which will change the Company's name to Twenty-First Century Fox, Inc. on or about the date of consummation of the Separation passed and was voted upon as follows:

Class B Common Stockholders:

                   For:                             497,091,434
                   Against:                             252,471
                   Abstain:                             123,083

A copy of the Company's press release announcing the approval of these matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

        Exhibit
        Number    Description

        99.1      Press release of News Corporation, dated June 11, 2013.


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