Third US proxy advisory firm urges end of News Corp's dual-class voting structure
Adds details on Egan-Jones rating firm, background, paragraphs 1-2 and 5-6
Egan-Jones and Glass Lewis back recapitalization plan
Murdoch family owns 14% stake but controls 41% of votes
News Corp argues dual-class structure protects editorial integrity
By Svea Herbst-Bayliss
NEW YORK, Nov 5 (Reuters) -Two U.S. proxy advisory firms on Tuesday urged News Corp NWSA.O investors to support a hedge fund's campaign to change the company's dual-class share structure, saying no investor should have voting rights that are different from others.
Egan-Jones and its bigger rival Glass Lewis recommended investors back a recapitalization plan at the company's Nov. 20 meeting where all stock would have one vote for one share. They join prominent proxy advisory firm Institutional Shareholder Services (ISS) which last week urged News Corp investors to do the same.
Voting for the nonbinding shareholder proposal, which was made by hedge fund Starboard Value, would be a signal that investors are intent on breaking Rupert Murdoch's control over the media empire that publishes the Wall Street Journal.
"The economic stake of each shareholder should match their voting power and ... no small group of shareholders, family or otherwise, should have voting rights different from those of other shareholders," Glass Lewis wrote in its report which was seen by Reuters.
In its report, seen by Reuters, Egan-Jones wrote: "A one vote per share principle would provide an equitable approach to ensure that shareholders are given a fair voice that is proportionate to their stake in the Company and would be able to hold the management accountable of their actions through casting a vote."
The two recommendations, issued on Tuesday, come just days after the largest U.S. proxy advisory firm, ISS, threw its weight behind Starboard Value. Starboard, the activist investment firm run by Jeffrey Smith submitted a nonbinding proposal to eliminate dual-class share structure, Reuters reported in September.
Murdoch and his family own a 14% economic stake in the company but control 41% of the votes.
News Corp has urged investors to vote against Starboard's proposal. The company has argued the dual-class capital structure provides key protections for editorial integrity.
Australian governance advisory firm Ownership Matters also recommended that investors vote for the Starboard proposal. Roughly 15% of the voting shares are held in Australia and Ownership Matters is a key proxy advisory firm in the country.
Glass Lewis noted that Starboard, and other hedge funds, have also criticized News Corp for its financial performance and wrote that if the dual-class structure were eliminated, the board could potentially face a proxy fight that would likely focus "squarely on the historical performance of News Corp."
The company could take actions to address investors' valuation concerns but keep its dual-class structure even in the face of governance best practices, the report said.
Reporting by Svea Herbst-Bayliss in New York
Editing by Marguerita Choy and Matthew Lewis
免责声明: XM Group仅提供在线交易平台的执行服务和访问权限，并允许个人查看和/或使用网站或网站所提供的内容，但无意进行任何更改或扩展，也不会更改或扩展其服务和访问权限。所有访问和使用权限，将受下列条款与条例约束：(i) 条款与条例；(ii) 风险提示；以及(iii) 完整免责声明。请注意，网站所提供的所有讯息，仅限一般资讯用途。此外，XM所有在线交易平台的内容并不构成，也不能被用于任何未经授权的金融市场交易邀约和/或邀请。金融市场交易对于您的投资资本含有重大风险。
所有在线交易平台所发布的资料，仅适用于教育/资讯类用途，不包含也不应被视为用于金融、投资税或交易相关咨询和建议，或是交易价格纪录，或是任何金融商品或非应邀途径的金融相关优惠的交易邀约或邀请。
本网站上由XM和第三方供应商所提供的所有内容，包括意见、新闻、研究、分析、价格、其他资讯和第三方网站链接，皆保持不变，并作为一般市场评论所提供，而非投资性建议。所有在线交易平台所发布的资料，仅适用于教育/资讯类用途，不包含也不应被视为适用于金融、投资税或交易相关咨询和建议，或是交易价格纪录，或是任何金融商品或非应邀途径的金融相关优惠的交易邀约或邀请。请确保您已阅读并完全理解，XM非独立投资研究提示和风险提示相关资讯，更多详情请点击 这里。
