Proxy advisory firm Institutional Shareholder Services Inc. has recommended that shareholders of 21st Century Fox vote against re-electing several directors, including chairman and CEO Rupert Murdoch.
The
Wall Street Journal,
whose publisher, Dow Jones, is owned by Murdoch’s News Corp.,
reported that
ISS cited concerns over a poison pill Fox adopted as well as what ISS called “a problematic governance structure at the company.”
ISS also recommended the removal of other board members, including Murdoch’s sons James, the deputy chief operating officer, and Lachlan, a non-employee director, and Chase Carey, the company’s non-family chief operating officer, the
Journal
article said.
Fox responded in a statement that it had made “remarkable progress” in strengthening corporate governance and compliance, the
Journal
report said.
Fox was part of News Corp. until the conglomerate split into two parts in June. News Corp.’s publishing assets were spun off into a new company that kept the News Corp. name; the rest of the company became 21st Century Fox. Before the split, News Corp. adopted a poison pill for each company, which will be triggered if someone acquires more than 15% of the stock of either company. ISS contends the company should have put the plan to a shareholder vote,
Reuters reported.
Rupert Murdoch controls both companies through a roughly 40% stake in Class B voting shares, the Reuters report said. (Sources:
Wall Street Journal,
Oct. 10, 2013; Reuters, Oct. 8, 2013.)
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