News Corp (NWS) Proxy filing summary

Executive summary

• Annual meeting scheduled for November 5, 2026, to be held virtually; only Class B Common Stockholders and equivalent CDI holders may vote.

• Fiscal 2026 revenues reached $9.03 billion, up 7% year-over-year, with net income from continuing operations at $743 million, a 15% increase.

• Free cash flow rose 42% to $811 million, and stock repurchases accelerated to $643 million, over four times the prior year.

Voting matters and shareholder proposals

• Election of six directors to the board.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2027; planned rotation to Deloitte for fiscal 2028.

• Advisory vote to approve executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (board recommends annual vote).

• No stockholder rights plan (poison pill) in place.

Board of directors and corporate governance

• Board comprises a majority of independent directors; key committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.

• Annual election of all directors with a majority vote standard and director resignation policy.

• Independent Lead Director (Masroor Siddiqui) with robust responsibilities; annual board and committee self-evaluations.

• Board diversity: 33% female, international representation, and a range of backgrounds and expertise.

• Active stockholder engagement program, including direct participation by independent directors.