NEWS CORP
For the period ended Nov 19, 2025. Filed Oct 8, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 19, 2025 · Filed Oct 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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NEWS CORPORATION (Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Notice of Annual Meeting of Stockholders
Date and Time
November 19, 2025, 1:00 p.m. (Eastern Standard Time)
Virtual Meeting Location
The 2025 Annual Meeting (the “Annual Meeting”) of News Corporation (the “Company”) will be held exclusively via live webcast atwww.virtualshareholdermeeting.com/NWS2025.
Record Date
September 25, 2025
| YOUR VOTE IS IMPORTANT | |
| Even if you plan to participate in the Annual Meeting virtually, we encourage you to vote and submit your proxy in advance by: | |
| visiting www.proxyvote.com (common stock) or www.investorvote.com.au (CDIs) | |
| returning your signed proxy card or voting instruction form | |
| calling 1-800-690-6903 toll-free from the United States, U.S. territories and Canada (common stock only) | |
| Advance voting deadlines are noted on page 90 of the proxy statement |
Items to be Voted
| ■ | elect the six Directors identified in the attached proxy statement to the Board of Directors (the “Board”) of the Company; |
| ■ | ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026; |
| ■ | consider an advisory vote to approve the compensation of the named executive officers; |
| ■ | approve an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by law; |
| ■ | approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate the obsolete corporate opportunity waiver; |
| ■ | approve an amendment to the Company’s Restated Certificate of Incorporation to add a federal forum selection provision for claims under the Securities Act of 1933, as amended (the “Securities Act”), and make a clarifying change to the existing Delaware forum selection provision; and |
| ■ | consider any other business properly brought before the Annual Meeting and any adjournment or postponement thereof. |
Eligibility to Vote
While all of the Company’s stockholders and all holders of CHESS Depositary Interests (“CDIs”) exchangeable for shares of the Company’s common stock are invited to attend and ask questions at the Annual Meeting, only stockholders of record of the Company’s Class B Common Stock and holders of CDIs exchangeable for shares of the Company’s Class B Common Stock at the close of business on September 25, 2025, the Record Date, are entitled to notice of, and to vote on the matters to be presented at, the Annual Meeting and any adjournment or postponement thereof. Holders of the Company’s Class A Common Stock and holders of CDIs exchangeable for shares of the Company’s Class A Common Stock are not entitled to vote on the matters to be presented at the Annual Meeting or any adjournment or postponement thereof.
Participating in the Annual Meeting
All holders of the Company’s common stock or CDIs as of the Record Date are invited to virtually attend and ask questions at the Annual Meeting. To participate, you will need the unique control number that was included in your proxy materials. If your shares of common stock are held in “street name,” meaning your shares are held in a brokerage account or by a bank or other nominee, and your proxy materials do not include a control number, you should contact the broker, bank or other nominee that holds your shares with any questions about obtaining a control number. CDI holders should follow the instructions on page 93 of the proxy statement to obtain a control number. Class B Common Stockholders may also vote electronically during the Annual Meeting by following the instructions provided on the meeting website during the Annual Meeting. As in prior years, there will be no physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. For more information, please see pages 93-94 of the proxy statement.
By Order of the Board of Directors,
Michael L. Bunder
Corporate Secretary
October 8, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on November 19, 2025
The proxy statement and annual report for the fiscal year ended June 30, 2025 are available atwww.proxyvote.com.
We expect to make the Notice of Internet Availability, proxy statement and form of proxy first available
on or about October 8, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.