Delaware
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26-0075658
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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To fill the vacancy on the Board created by Mr. Carey's resignation, on December 7, 2007, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed James R. Murdoch to serve as a Class III director of the Board until the Company's annual meeting of stockholders in 2008 or until his successor is duly elected and qualified. Mr. J. Murdoch has not been appointed to any committee of the Board.
The Company also announced that Mr. J. Murdoch has been appointed as Chairman and Chief Executive, Europe and Asia, News Corporation. Mr. Murdoch will be responsible for the strategic and operational development of the Company's television, newspaper and related digital assets in Europe, Asia and the Middle East. Mr. J. Murdoch will also become a member of the Company's Office of the Chairman.
Mr. J. Murdoch has been the Chief Executive Officer and a Director of British Sky Broadcasting Group plc ("BSkyB") since 2003. The Company holds a 39% equity interest in BSkyB. Effective as of December 7, 2007, Mr. J. Murdoch resigned as Chief Executive Officer of BSkyB and was appointed as Non-Executive Chairman of BSkyB's Board of Directors. Prior to joining BSkyB, Mr. J. Murdoch was the Chairman and Chief Executive Officer of STAR Group Limited, a wholly-owned subsidiary of the Company, from 2000 to 2003. Mr. J. Murdoch previously served as an Executive Vice President of the Company, and served as a member of the Board from 2000 to 2003. Mr. J. Murdoch is the son of K. Rupert Murdoch, the Chairman and Chief Executive Officer of the Company, and the brother of Lachlan K. Murdoch, a Director of the Company. There are no related party transactions between the Company and Mr. J. Murdoch reportable under Item 404(a) of Regulation S-K.
Because Mr. J. Murdoch will also serve as an executive of the Company, he will not receive any retainer fee for his service on the Board. The compensatory arrangements for Mr. J. Murdoch's executive position with the Company have not yet been determined.
In addition, on December 7, 2007, the Company announced that the Board, upon the consent of the Special Committee of the Company and the recommendation of the Nominating and Corporate Governance Committee of the Board, has approved the appointment of Ms. Natalie Bancroft to serve as a Class I director of the Board until the Company's annual meeting of stockholders in 2010 or until her successor is duly elected and qualified. Ms. Bancroft's appointment to the Board will be effective upon and subject to the closing of the acquisition of Dow Jones & Company, Inc. ("Dow Jones") by the Company. It is not anticipated that Ms. Bancroft will be appointed to any committee of the Board.
Ms. Bancroft will be appointed to the Board pursuant to the terms of the Agreement and Plan of Merger, dated as of July 31, 2007, by and among the Company, Ruby Newco LLC, a wholly-owned subsidiary of the Company ("Ruby Newco"), Dow Jones and Diamond Merger Sub Corporation, as amended (the "Merger Agreement"), whereby the Board agreed to take all requisite action to cause a member of the Bancroft family or another mutually agreed upon individual to become a member of the class of directors of the Board with the longest remaining term as of the closing of the merger. The Merger Agreement is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 1, 2007.
For her service as a non-executive director of the Board, Ms. Bancroft will receive the same retainer fee as other non-executive directors, pro-rated to reflect her term of service. A description of non-executive director retainer fees for fiscal 2008 are set forth in a summary sheet filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2007, which is incorporated herein by reference.
There are no related party transactions between the Company and Ms. Bancroft reportable under Item 404(a) of Regulation S-K.
A copy of the Company's press release announcing Mr. Carey's resignation from the Board and the appointments of Mr. J. Murdoch and Ms. Bancroft to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference, and a copy of the Company's press release announcing Mr. J. Murdoch's appointment as the Chairman and Chief Executive, Europe and Asia, News Corporation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
A copy of the Company's press releases announcing Messrs. Hinton's and Thomson's appointments are attached hereto as Exhibits 99.3 and 99.4, respectively, and are incorporated herein by reference.
99.1 Press release of News Corporation, dated December 7, 2007, re. Board resignation and appointments.
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News Corporation
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Date: December 07, 2007
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By:
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/s/ Lawrence A. Jacobs
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Lawrence A. Jacobs
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Senior Executive Vice President and Group General Counsel
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Exhibit No.
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Description
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EX-99.1
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Press release of News Corporation, dated December 7, 2007, re. Board resignation and appointments.
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EX-99.2
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Press release of News Corporation, dated December 7, 2007, re. James Murdoch appointment as Chairman and Chief Executive, Europe and Asia, News Corporation.
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EX-99.3
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Press release of News Corporation, dated December 7, 2007, re. Les Hinton appointment as Chief Executive Officer of Dow Jones.
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EX-99.4
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Press release of News Corporation, dated December 7, 2007, re. Robert Thomson appointment as Publisher of Dow Jones and The Wall Street Journal.
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