to the expiration of the term on January 1, 2028). Payment of any compensation or benefits upon termination is subject to Ms. Chandrashekar’s execution of the Company’s then-standard separation agreement and general release and continued compliance with the terms therein. The Chandrashekar Agreement contains confidentiality, non-competition and other covenants to protect the Company.
In addition, the Chandrashekar Agreement provides that if Ms. Chandrashekar is entitled to receive any “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended, in connection with a change in control, those payments will either be (i) reduced below the applicable threshold or (ii) paid in full, whichever is more favorable for Ms. Chandrashekar on a net after-tax basis. Ms. Chandrashekar is not entitled to any golden parachute excise tax or other tax “gross-up” payments.
Also on November 7, 2024, Kelly Ayotte informed the Company of her decision not to stand for re-election as a Director of the Company at the 2024 annual meeting of stockholders and any adjournment or postponement thereof (the “2024 Annual Meeting”) in connection with her election as the Governor of New Hampshire. Ms. Ayotte’s decision to depart from the Board did not result from any disagreement with the Company on any matter relating to its operations, policies or practices. Ms. Ayotte will continue to serve on the Board until the time of the 2024 Annual Meeting. Effective as of Ms. Ayotte’s departure, the size of the Board shall be reduced to six members.
Ms. Ayotte had been included as a nominee of the Board in the Company’s definitive proxy statement and proxy card for the 2024 Annual Meeting. In light of her anticipated departure from the Board, Ms. Ayotte is no longer standing for re-election to the Board at the 2024 Annual Meeting, and the Company’s proxy materials are hereby deemed amended to remove Ms. Ayotte as a nominee for the 2024 Annual Meeting. The Company’s slate of nominees otherwise remains unchanged. Previously voted proxies remain valid, other than with respect to Ms. Ayotte as she is no longer standing for re-election, and those eligible to vote at the 2024 Annual Meeting may continue to use their proxy cards to vote their shares as to the Board’s remaining nominees and the other matters being voted on at the 2024 Annual Meeting.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the change in the Company’s Chief Financial Officer is attached as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEWS CORPORATION (REGISTRANT)
By:
/s/ Michael L. Bunder
Michael L. Bunder
Senior Vice President, Deputy General Counsel and Corporate Secretary
