News Corporation (NWSA)
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AGM 2020

Nov 18, 2020

Speaker 1

Thank you, operator. The following presentation may include certain forward looking information. Actual results could differ materially from what is said due to risks and uncertainties. For more details, please refer to News Corporation's SEC filings, which identify risks and uncertainties that could cause actual results to differ and which contain certain cautionary statements about forward looking information. I will now introduce Mr.

Rupert Murdoch, Executive Chairman of News Corporation.

Speaker 2

Good afternoon, ladies and gentlemen. It's my pleasure to welcome all of you to the 2020 Annual Meeting of Stockholders. Thank you for joining us at our first virtual Annual Meeting. And before calling this meeting to water, I hope you'll permit me to remark on the company's performance. We're living in an era of extraordinary change and the unexpected events of 2020 are testing the metal of people and businesses everywhere.

Throughout this time of pandemic, economic distress and social unrest, News Corp has continued to provide people with the news, enlightenment and entertainment that are in great demand. We do this by creating and delivering trusted premium content, especially by digital means, providing real value to audiences, advertisers and investors alike. News Corp adapts to the urgent needs of these times through constant innovation and responsible reinvention. We are simplifying and transforming our company, while keeping costs under control and maintaining a strong balance sheet. Our goal is to emerge in this era even stronger and more digital than before with a reduced cost base.

We are now presenting Dow Jones as a separate segment, providing greater transparency that highlights the legendary business' growth, profitability and digital development, driven by record setting subscriptions and a thriving professional information services business. Our digital real estate businesses continued expanding their audiences and market share and book publishing navigated the turmoil of this year with great agility. Sports rebounded in a significant way, benefiting subscription video service in Australia and our radio programs in the United Kingdom. Our battle against the big tech platforms, for years a solitary struggle, has helped lead to scrutiny of their monopolistic and algorithmic abuses, with some finally providing some payment to publishers. The fate of a free press hangs in the balance, and I'm cautiously optimistic that we'll see even more material benefit from this effort in the years ahead.

I'm very grateful to all our employees, readers and audiences, clients and investors for their support in this challenging time. And I wish everyone good health and happiness in the year ahead. I'll now turn the program to our Chief Executive, Robert Thompson, who will share some remarks of his own.

Speaker 3

Thank you, Rupert. The coronavirus has irrevocably changed businesses, expediting pre existing digital trends, challenging established practices and prompting introspection about the workplace itself. There has been much agility and adaptation at News Corp. The vast majority of our employees quickly and successfully transitioned to working from home, and the resilience and resonance of the company's culture has been the core component in that continuity. Our businesses prudently constrain costs and painful but necessary decisions were taken to ensure long term robustness.

Preserving cash was an imperative and as a consequence, our cash balance was over $1,500,000,000 as of June 30. We have made progress in our pledge to simplify the company and to make it more transparent. We sold non core assets and we presented Dow Jones as a separate segment, highlighting the substantial value and potential of brands, including The Wall Street Journal, MarketWatch and Barron's. In a difficult year for many media companies, Dow Jones reported a 13% increase in segment EBITDA, fortified by the strength of its professional information business and the preeminence of The Wall Street Journal. All of our executives understand that these times are stress testing our business, and many volunteered significant cuts to their cash bonuses, which form a large part of their compensation.

The imperative of a stringent cost strategy means that we have launched a shared services program that will transform the company by reappraising spending in technology, office space, administrative and other functions. One trend is already having an impact on our earnings, the changed terms of trade with the digital platforms. For News Corp, which has been pursuing this issue passionately for over a decade, the auspicious outcome would not have been possible without the leadership of Rupert and Lachlan Murdoch and the support of a Board, which ardently backed our advocacy of equity, transparency

Speaker 4

and

Speaker 3

the principle of a premium for premium content. As for the fiscal 2020 financial results, at the New Dow Jones segment, revenues expanded and EBITDA of $236,000,000 was the highest since separation as were its healthy margins. We saw strong circulation volume growth with digital only subscriptions increasing 23% year over year for The Wall Street Journal in the Q4. In contrast to most COVID affected media sites, digital advertising at Dow Jones was 4% higher for the year, representing 54% of advertising revenues in the Q4. In digital real estate services, REA's traffic and lead volume rebounded in the wake of the shutdown in Australia.

The COVID crisis has prompted many families to consider their housing circumstances and record low interest rates have made a move more affordable. We noted similar trends in the U. S. At realtor.com and saw a significant improvement in profitability at move. The News Media segment had a challenging year and we sold News America Marketing and Unruly and intensified our emphasis on digital.

In Australia, we shifted the majority of our regional and community papers to digital only. Given the provenance of our company, this transformation was profound, but also necessary to ensure that local and regional journalism has a viable future in Australia. In book publishing, at the outset of the pandemic, HarperCollins moved quickly to bolster distribution and emphasize e books and online sales. These actions allowed us to make the most of changes in reading habits and distribution permutations, and segment EBITDA improved in both the 3rd and 4th quarters. At Foxtel, our emphasis on streaming has brought a surge in new customers for both Kayo, the sports streaming service, and Binge, our new entertainment offering.

Both services are fully monetizing our existing rights without incurring extra content licensing expenses. We also benefited from an unprecedented reset of sports prices, which will have a positive long term impact on Foxtel's profitability. The events of 2020 will continue to resonate economically and politically for years to come. Our journalists around the world have provided a necessary, a crucial service, and many of our employees have empathetically contributed to their communities through personal philanthropy. I am sincerely grateful to all our readers, our audiences, our advertisers and our investors for their support of our company, especially in these complex, challenging times.

Thank you.

Speaker 2

Thank you, Robert. I now call the meeting to order. We're joined today by the Board of Directors, our Co Chairman, Lachlan Murdoch Kelly Ayotte Jose Maria Aznar Natalie Bancroft, Independent Lead Director Peter Barnes Anna Paula Pesoa and Mazur Siddiqui. We'd also like to acknowledge James Murdock and Joel Klein who served on the Board this year and thank them for their valued contributions to the company. Also joining us are our Chief Financial Officer, Susan Panuccio General Counsel, David Petofsky Corporate Secretary, Michael Banda Head of Investor Relations, Michael Florin Mimi Krishnan and Zach Divar of Ernst and Young, the company's independent registered public accounting firm.

I will now ask our Corporate Secretary, Mr. Banda, to proceed with the formal portion of the meeting.

Speaker 5

Thank you, Mr. Chairman. This meeting is held pursuant to a notice of annual meeting of stockholders made available or mailed on or about October 5, 2020 to each record holder of the company's common stock as of September 21, 2020. The agenda and rules and procedures for conduct are accessible on the virtual meeting portal and outline how we will proceed with today's meeting. As stated in the rules and procedures, if you would like to submit a question, you may do so by following the instructions on the virtual meeting portal.

A general Q and A session will follow later in the meeting. Thank you for your cooperation with these rules. A list of stockholders of record entitled to vote at this meeting has been available for examination for the past 10 days and is also accessible during this meeting through the virtual meeting portal. In accordance with the company's bylaws, the Board has appointed Mr. Jim Rait from American Election Services as the independent Inspector of Elections for this meeting.

The Inspector of Elections has examined the proxies received and reports that holders of a majority in voting power of all of the outstanding shares of stock entitled to vote at the meeting are present in person or represented by proxy. Therefore, I hereby declare a quorum present at the meeting. We opened the polls at the beginning of the meeting through the virtual meeting portal. Only Class B common stockholders of record as of the record date or their valid proxy holders are eligible to vote during this meeting. If you voted or returned a proxy card before the meeting, it is not necessary to vote again.

If you wish to cast your vote now, you may do so by clicking the Vote Here button on the virtual meeting portal. We have 5 items on today's agenda. Proposal 1 is for the election of 9 directors. The Board has nominated the following 9 individuals to serve as directors: Rupert Murdoch, Lachlan Murdoch, Robert Thompson, Kelly Ayotte, Jose Maria Aznar, Natalie Bancroft, Peter Barnes, Ana Paula Pessoa and Mazroor Siddiqui. If elected, each of these director nominees will serve 1 year term expiring at the 2021 Annual Meeting or until his or her successor is duly elected and qualified.

Proposal 2 is for the ratification of the selection of Ernst and Young LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2021. Proposal 3 is an advisory vote to approve executive compensation. Proposal 4 is an advisory vote on the frequency of future advisory votes to approve executive compensation. We also have a stockholder proposal filed by Mr. Kenneth Steiner to eliminate super majority voting provisions in the company's certificate of incorporation and bylaws.

After I briefly summarize the Board's position on the proposal, Mr. Steiner's representative, Mr. John Chabedin, will be invited to speak on the proposal. As stated in the proxy statement, the Board has carefully considered Mr. Steiner's proposal and unanimously recommends that stockholders vote against the proposal for the following reasons.

A simple majority of votes cast is already our default voting standard for most matters submitted to company stockholders, including the election of directors in uncontested elections. The vote of a majority of shares outstanding is required to remove directors or to increase or decrease authorized capital stock. A super majority vote, the vote of 65 percent of stockholders entitled to vote is required only to amend certain fundamental provisions of the company's certificate of incorporation and to amend the bylaws. The Board believes that retaining a super majority voting standard in these limited circumstances is necessary to protect the interest of all stockholders. These provisions provide a greater voice on corporate structure and governance matters to a broader mix of stockholders by granting a minority group of stockholders the ability to defeat a proposed fundamental change.

Finally, the Board believes the proposal is unnecessary in light of the company's sound corporate governance policies and practices, which promote Board accountability and reinforce the company's strong commitment to the creation of long term sustainable value. Therefore, the Board has concluded that the adoption of proposal number 5 is not in the best interest of the company's stockholders and recommends a vote against this proposal. Operator, would you please open Mr. Chvedden's line so that he may speak on the proposal.

Speaker 6

Hello, this is John Chvedden. Can you hear me okay?

Speaker 5

Yes, John. Go ahead. We can hear you fine.

Speaker 6

This is Proposal 5, Civil Majority Vote by Kenneth Steiner. Charles request that the Board take the steps necessary so that each voting requirement in the charter and bylaws that calls for a greater than super majority vote like 65% be eliminated and replaced by a requirement for a majority of the votes cast for and against such proposals. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Super majority vote requirements have been found to be 1 of 6 entrenching mechanisms that are negatively related to company performance according to What Matters in Corporate Governance by Lucian Bebchuk of the Harvard Law School. Super majority vote requirements are used to block initiatives supported by most shareholders, but opposed by a status quo management.

This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs and FirstEnergy. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. The proponents of these proposals included Ray Tchevedden and William Steiner. This proposal topic also received overwhelming 99% support at the 2019 Board of Annual Meeting and 93% support at the 2020 Centene Corporation Annual Meeting. Currently, a 2% minority can frustrate the will of our 64% shareholder majority in an election with 66% of shares casting ballots.

In other words, a 2% minority could have the power to prevent shareholders from improving the corporate governance of the company. This can be particularly important during periods of management underperformance or economic downturn. Currently, the role of shareholders is downsized because management can simply ignore an overwhelming 64% vote of shareholders. Adoption of this proposal will make News Corp. More competitive in its corporate governance.

The timing is right because each News Corp. Director received negative votes of between 16% 33% in 2019. Directors at a well managed company usually receive less than 5% each and negative votes. As a result of this setback, management should disclose the preliminary percentage votes for each director before the end of this meeting, so that shareholders can see if there is any improvement. The preliminary voting results will not vary much from the final results.

Apparently management feels threatened by this proposal. It failed to give it a balanced presentation in the published meeting materials and printed a negative image next to it that even an illiterate person would understand. Management failed to explain that a 65% vote barrier means that 73% of shares that usually vote at the annual meeting would have to approve certain ballot topics. Management said that its 65% vote barrier, which is in effect a 73% vote barrier is designed to protect stockholders, but fails to state that it would protect all stockholders, which is a telling admission as the 65%, 73% vote barrier seems to protect only the inside shareholders. This proposal is likely to obtain majority support for the non insider shareholders.

Please vote yes, simple majority vote, proposal 5.

Speaker 5

Thank you. At this time, we will address questions from common stock and CDI holders or their proxy holders or qualified representatives on the foregoing proposals only. A general Q and A session will follow later in the meeting. I will now ask Michael Florin, Head of Investor Relations, to please state any questions on the proposals received.

Speaker 1

There are no questions on the proposals.

Speaker 5

Thank you, Mike. There will now be a brief pause to permit any stockholders who wish to cast their votes to do so. As a reminder, if you have submitted your proxy card or voted by telephone or Internet prior to this meeting, your vote has been received by the Inspector of Elections and no further action is needed at this time. It is now 3:19 p. M.

Eastern Standard Time on November 18, 2020. The polls are now closed. A preliminary report of the Inspector of Elections reflects that more than a majority of the eligible votes cast have been voted for the election of each of the director nominees for the ratification of the selection of Ernst and Young, for the advisory approval of executive compensation, to hold future advisory approvals of executive compensation every 1 year and against the stockholder proposal. On behalf of the company and the Board of Directors, thank you for your continued support. The final results of this meeting will be filed with the SEC following the meeting.

Mr. Chairman, will you now call for the meeting to be adjourned?

Speaker 2

The formal portion of the meeting is now adjourned.

Speaker 5

Thank you, Mr. Chairman. We will now address questions relating to the business and operations of the company in accordance with the rules and procedures, which are accessible on the virtual meeting portal. Common Stock and CDI holders or their proxy holders or qualified representatives were invited to submit questions in advance of this meeting and may also submit questions during this meeting through the virtual meeting portal. Questions submitted in accordance with the rules and procedures will generally be addressed in the order received.

Answers to any questions that we are not able to address during the Annual Meeting due to time constraints will be published following the meeting in the Investor Relations section of the company's website at www.newscorp.com. We will attempt to group substantially similar questions together and answer them one at a time. Mr. Florin, would you please state the first question?

Speaker 1

Thank you, Mike. First question is, how many Board meetings have there been in 2020 and how were they held?

Speaker 5

In fiscal 2020, there were 5 meetings held in person through February 2020.

Speaker 1

Thank you. Our second question, how many employees have contracted COVID-nineteen?

Speaker 3

Mike, I'll take that question. It's Robert Thompson speaking. There's no precise answer to that question given the prevalence of asymptomatic cases. But what I can say precisely is that our management team with oversight from the Board has been absolutely focused on managing the company through COVID related disruptions, while prioritizing the health and safety of our employees around the world. We swiftly moved over 90% of our employees, some 25,000 people into remote work environment.

We've convened a COVID-nineteen task force, which includes representatives from HR, communications, technology, security and other executives and engaged a Chief Medical Officer to advise on health and safety for all employees. The COVID crisis is far from over, but it has already prompted much institution introspection. So I would like to thank our employees for their contributions not only to the company, but also to their communities where many have engaged in philanthropy financially and personally.

Speaker 1

Our next question, can you discuss recent press reports that News Corp. Is bidding on Simon and Schuster?

Speaker 3

Mike, I will also take that question. Look, I'm not going to speculate on speculation and scuttlebutt. We are pleased with the performance at HarperCollins and the building of the direct consumer links, the expanding digital personality and our non parale front and back list of authors. But I would make one observation about Simon and Schuster. It will clearly be a serious antitrust issue if Bertelsmann acquired Simon and Shuster.

However, cute and clever the structure, if Bertelsmann is a beneficiary, it will be a book behemoth and this will certainly be a profound antitrust issue for the entire book industry and no doubt for authors around the world.

Speaker 1

Our next question is James Murdock resigned from the News Corp Board earlier this year over disagreements with certain editorial content. Could Rupert and Laughlin comment on why we did not accommodate some of James' views on climate change and Donald Trump such that he didn't feel the need to completely walk away from the company?

Speaker 2

I can answer that. Our Board has opened many discussions. But James did he read it, but he claimed that our papers have covered the bushfires in Australia without discussing climate change. We do not deny climate change, we're not denying us and our papers are

Speaker 1

Our next question is News Corp. Stopped printing more than 100 regional and suburban titles earlier this year, costing the company an estimated US111 $1,000,000 in revenue on an annualized basis. Can the company afford to bring back the print additions of some of these titles, ending the news desserts that have created across Australia?

Speaker 3

Well, I would certainly contest the idea that there are news deserts in fact, the decision taken and it was a difficult decision taken given the provenance of the company to shift our many of and most of our regional and local papers to digital platforms was indeed to provide Australians with the best of journalism. And I have no doubt that the best journalists in Australia work for News Corp. And the imperative was that there be journalism and it'd be done on a cost efficient platform. And that platform in the contemporary age is definitely digital. So we are doing our very best to make journalism in Australia sustainable and our teams on the ground have done extraordinary work over the past 12 months reporting on the bushfires, on COVID crisis and on Australia in general.

Speaker 1

Our next question is from Philip Berman, Portfolio Manager and Shareholder. In the year when you when just about everything went wrong, News Corp's most prized asset, The Wall Street Journal, continued to strive to new highs in terms of professional and creative reporting and ethical and editorial independence. I am confident that the combination of Executive Chairman and Co Chairman working together will propel News Corp another round of increased strategic growth. We're all looking forward to News Corp. Moving past the pandemic, and we all look forward to having our 2021 meeting back to our in person format.

Thank you. We have no more questions to be addressed at this time. The Q and A portion of our meeting has now concluded. Thank you all very much for attending our Annual Meeting. Stay safe, be well, and God bless.

Speaker 4

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may all disconnect. Everyone have a great day.

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