News Corporation SEC Form 8-K (3443D)
April 26 2013 - 5:37AM
UK Regulatory
TIDMNCRA
RNS Number : 3443D
News Corporation
26 April 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
April 25, 2013
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
NEWS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-32352 26-0075658
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NO.) IDENTIFICATION NO.)
1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212) 852-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST
REPORT)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
.. Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
.. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
.. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
.. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On April 25, 2013, New Newscorp LLC ("new News Corporation"), a
subsidiary of News Corporation (the "Company") which will hold,
upon completion of the previously announced separation, the
businesses comprising the Company's newspapers, information
services and integrated marketing services, digital real estate
services, book publishing, digital education and sports programming
and pay-TV distribution in Australia, filed an amendment to its
Form 10 registration statement (the "Form 10"). The Form 10
discloses, among other things, that the Compensation Committee of
the Board of Directors of the Company (the "Board") determined that
Mr. K. Rupert Murdoch, new News Corporation's Executive Chairman,
will receive compensation commensurate to his strategic role with
new News Corporation, with a significant portion of his target
total direct compensation at-risk and linked to performance.
Accordingly, the Compensation Committee of the Board determined
that Mr. Murdoch shall receive for fiscal 2014 a base salary at an
annual rate of $1,000,000, a performance-based annual bonus with a
target of $2,000,000 and a performance-based long-term equity-based
award with a target amount of $2,000,000 for his role as Executive
Chairman of new News Corporation.
The Compensation Committee of the Board also evaluated Mr.
Murdoch's target total direct compensation for his continuing role
as Chairman and Chief Executive Officer of Twenty-First Century
Fox, Inc. ("Fox"), the entity that will hold the Company's global
media and entertainment businesses upon completion of the
separation. For fiscal 2014, the Compensation Committee determined
to increase the portion of Mr. Murdoch's target total direct
compensation from Fox that is subject to the achievement of
long-term financial objectives. As a result, the Compensation
Committee of the Board reduced Mr. Murdoch's base salary from $8.1
million to $7.1 million per year, reduced the target annual bonus
opportunity from $12.5 million to $10.5 million and increased the
target, performance-based long-term incentive opportunity from $4.0
million to $5.7 million when compared to the target total direct
compensation determined by the Compensation Committee for fiscal
2013.
The Compensation Committee of the Board concluded that Mr.
Murdoch's fiscal 2014 target total direct compensation for new News
Corporation and for Fox, both individually and in the aggregate, is
competitive and appropriate given Mr. Murdoch's responsibilities
associated with two separate public companies. Mr. Murdoch's fiscal
2014 target total direct compensation for both companies reflects
an increase of approximately 15% when compared with his fiscal 2013
target total direct compensation opportunity with the entire amount
of the increase allocated to Mr. Murdoch's performance-based,
long-term incentive opportunity, which will further align Mr.
Murdoch's compensation with the interests of stockholders. The
following table summarizes the annual compensation to be awarded to
Mr. Murdoch by each of new News Corporation and Fox for fiscal 2014
upon completion of the separation.
Fiscal 2014
Fiscal 2013 Fiscal 2014 Aggregate
Target Fiscal 2014 Target Target Total
News Corporation Target new News Corporation Direct
Elements of Compensation Fox Compensation Compensation Compensation
Compensation ($ millions) ($ millions) ($ millions) ($ millions)
Base Salary $ 8.1 $ 7.1 $ 1.0 $ 8.1
Target Bonus $ 12.5 $ 10.5 $ 2.0 $ 12.5
Target Long-Term
Incentive Opportunity $ 4.0 $ 5.7 $ 2.0 $ 7.7
Target Total Direct
Compensation $ 24.6 $ 23.3 $ 5.0 $ 28.3
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/ Janet Nova
-------------------------
Janet Nova
Senior Vice President and
Deputy General Counsel
Dated: April 25, 2013
This information is provided by RNS
The company news service from the London Stock Exchange
END
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