Bloomberg News

Calstrs Plans to Withhold Votes for Entire News Corp. Board

October 17, 2011

(Updates with comment in fourth paragraph.)

Oct. 17 (Bloomberg) -- The California State Teachers’ Retirement System will oppose re-election of News Corp.’s entire board, including Chairman and Chief Executive Officer Rupert Murdoch, citing a lack of independent members.

The second-largest pension fund in the U.S. holds 35,200 News Corp. Class B voting shares, out of the 798.5 million total outstanding, Ricardo Duran, spokesman for Calstrs, said in an interview. The pension fund owns 6.1 million Class A nonvoting shares, he said.

Calstrs wants two-thirds of News Corp.’s board to consist of independent directors and an independent chairman, Duran said. The pension fund also seeks more investor say on executive compensation at the media company, he said. The Murdoch family holds about a 40 percent voting stake.

“The dual class voting structure gives undue influence to the Murdoch family and entrenches them,” Duran said. “We believe ultimately the board’s responsibility is to serve the shareholders.”

News Corp., owner of the Fox Broadcast network, Wall Street Journal and Twentieth Century Fox film studio, fell 1.8 percent to $16.88 in New York. The Class A shares have climbed 16 percent this year as the company repurchased its stock.

Institutional Shareholder Services, a proxy adviser, recommended investors oppose 13 of 15 nominees, citing financial consequences from a mobile-phone hacking scandal involving former employees of its now-defunct News of the World tabloid in the U.K.

The California Public Employees’ Retirement System, the largest pension fund in the U.S., said last week it would withhold its 1.45 million votes for Murdoch and his sons James and Lachlan, as well as directors Arthur Siskind and Andrew Knight. Calpers said it’s also seeking an independent chairman and more input on executive compensation.

“We believe there’s a disconnect between pay and performance at News Corp.,” Duran said. “Shareholders need more say.”

--Editors: Rob Golum, Anthony Palazzo

To contact the reporter on this story: Andy Fixmer in Los Angeles at afixmer@bloomberg.net

To contact the editor responsible for this story: Anthony Palazzo at apalazzo@bloomberg.net


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