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AI brief of an SEC Form 8-K · News Corp (Class B) (NWS)

News Corp holders approve charter amendments and elect six directors at annual meeting

Neutral Impact 2 of 5 shareholder Written later

At its November 19, 2025 annual meeting, News Corp stockholders approved three amendments to the company's Restated Certificate of Incorporation, covering officer liability limits, removal of an obsolete corporate opportunity waiver, and forum selection for claims. The company also filed the amended certificates with Delaware on the same day, and the 8-K discloses a new employment agreement for Chief Human Resources Officer Ruth Allen. The votes and terms are largely governance and administrative matters that shape shareholder rights and executive pay protections.

Key points

  • Proposal 4 (limit liability of certain officers) passed with 92.3% For and 7.7% Against; Proposal 5 (eliminate corporate opportunity waiver) passed with 100.0% For; Proposal 6 (federal and Delaware forum provisions) passed with 95.7% For
  • Ruth Allen's amended employment agreement takes effect January 1, 2026, extends her term to December 31, 2028, and sets a $900,000 base salary, a $900,000 target bonus and a $1,100,000 target long-term equity award
  • Stockholders ratified Ernst & Young LLP as auditor for the fiscal year ending June 30, 2026 with 99.0% For, and approved the advisory executive compensation proposal with 88.8% For

The filing

CompanyNews Corp (Class B) (NWS)
Form8-K, current report
Filed with the SECNov 19, 2025, 5:19 PM ET
Accession number0001564708-25-000586

Items reported: 3.03 Change to Shareholder Rights5.02 Director / Officer Change5.03 Bylaw / Charter Amendment5.07 Shareholder Vote Results7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 1:11 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on November 19, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.