TIDMNCRA

RNS Number : 6001D

News Corporation

30 April 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

   (Amendment No.     ) 

Filed by the Registrant x Filed by a Party other than the Registrant ..

Check the appropriate box:

 
 
..  Preliminary Proxy Statement 
 
..  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
 
..  Definitive Proxy Statement 
 
x   Definitive Additional Materials 
 
..  Soliciting Material Pursuant to Section 240.14a-12 
 

News Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 
 
 
x   No fee required. 
 
..  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 
 
    1)  Title of each Class of securities to which transaction applies: 
        ------------------------------------------------------------------------- 
    2)  Aggregate number of securities to which transaction applies: 
        ------------------------------------------------------------------------- 
    3)  Per unit price or other underlying value of transaction computed pursuant 
         to Exchange Act Rule 0-11 (set forth the amount on which the filing fee 
         is calculated and state how it was determined): 
        ------------------------------------------------------------------------- 
    4)  Proposed maximum aggregate value of transaction: 
        ------------------------------------------------------------------------- 
    5)  Total fee paid: 
        ------------------------------------------------------------------------- 
 
..  Fee paid previously with preliminary materials. 
 
..  Check box if any part of the fee is offset as provided by Exchange Act Rule 
     0-11(a)(2) and identify the filing for which the offsetting fee was paid 
     previously. Identify the previous filing by registration statement number, 
     or the form or schedule and the date of its filing. 
 
    1)  Amount previously paid: 
        ------------------------------------------------------------------------- 
    2)  Form, Schedule or Registration Statement No.: 
        ------------------------------------------------------------------------- 
    3)  Filing Party: 
        ------------------------------------------------------------------------- 
    4)  Date Filed: 
        ------------------------------------------------------------------------- 
 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 11, 2013.

 
 
 
     NEWS CORPORATION                              Meeting Information 
 
                                              Meeting Type: Special Meeting 
                                            For holders as of: April 19, 2013 
                                           Date: June 11, 2013 Time: 10:00 a.m. 
                                                      (Eastern Time) 
                                                Location: Citi Auditorium 
                                               399 Park Avenue, 12th Floor 
                                                    New York, NY 10022 
                             -------------------------------------------------- 
 
 
                               You are receiving this communication 
                               because you hold shares in the company 
                               named above. 
 
1211 AVENUE OF THE AMERICAS  This is not a ballot. You cannot use 
 NEW YORK, NY 10036           this notice to vote these shares. 
                              This communication presents only an 
                              overview of the more complete proxy 
                              materials that are available to you 
                              on the Internet. You may view the 
                              proxy materials online at www.proxyvote.com 
                              or easily request a paper copy (see 
                              reverse side). 
 
                              We encourage you to access and review 
                              all of the important information contained 
                              in the proxy materials before voting. 
 
 
   -  Before You Vote   - 

How to Access the Proxy Materials

 
 
 
                          Proxy Materials Available to VIEW or RECEIVE: 
                           NOTICE AND PROXY STATEMENT 
                           FORM 8-K CONTAINING SUPPLEMENTAL INFORMATION REQUIRED UNDER AUSTRALIAN LAW 
 
                           How to View Online: 
                           Have the information that is printed in the box marked by the arrow (located 
                           on the following page) and visit: www.proxyvote.com. 
 
                           How to Request and Receive a PAPER or E-MAIL Copy: 
                           If you want to receive a paper or e-mail copy of these documents, you must 
                           request one. There is NO charge for requesting a copy. Please choose one 
                           of the following methods to make your request: 
 
                           1) BY INTERNET : www.proxyvote.com 
                           2) BY TELEPHONE : 1-800-579-1639 
                           3) BY E-MAIL* : sendmaterial@proxyvote.com 
 
                           * If requesting materials by e-mail, please send a blank e-mail with the 
                           information that is printed in the box marked by the arrow (located on the 
                           following page) in the subject line. 
 
                           Requests, instructions and other inquiries sent to this e-mail address will 
                           NOT be forwarded to your investment advisor. Please make the request as 
                           instructed above on or before May 30, 2013 to facilitate timely delivery. 
------------------------------------------------------------------------------------------------------- 
 
 
                                             - How To Vote - 
                            Please Choose One of the Following Voting Methods 
 
Vote In Person: Many stockholder meetings have attendance requirements including, 
 but not limited to, the possession of an attendance ticket issued by the 
 entity holding the meeting. Please check the meeting materials for any special 
 requirements for meeting attendance. At the meeting, you will need to request 
 a ballot to vote these shares. 
 
 Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have 
 the information that is printed in the box marked by the arrow (located 
 on the following page) available and follow the instructions. 
 
 Vote By Mail: You can vote by mail by requesting a paper copy of the materials, 
 which will include a proxy card. 
------------------------------------------------------------------------------------------------------- 
 
 
 
 
                                      Voting Items 
---------------------------------------------------------------------------------------- 
 
 
  The Board of Directors recommends you vote FOR Proposals 1 and 
  2. 
 
1. Amendment to Parent's Restated Certificate of Incorporation Clarifying Our 
 Ability to Make Distributions in Comparable Securities in Connection With Separation 
 Transactions, Including the Separation. 
 
2. Amendment to Parent's Restated Certificate of Incorporation to Allow Us 
 to Make Certain Distributions on Subsidiary-Owned Shares and Create Additional 
 Subsidiary-Owned Shares. 
 
  ANY FAILURE OF STOCKHOLDERS TO APPROVE PROPOSALS 1 AND 2 WILL RESULT IN THE 
  ABANDONMENT BY PARENT OF THE AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION 
  AND, AS A RESULT, THE SEPARATION. 
 
 
 
 
 
 
 
 
 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 11, 2013.

 
 
 
     NEWS CORPORATION                              Meeting Information 
 
                                              Meeting Type: Special Meeting 
                                            For holders as of: April 19, 2013 
                                           Date: June 11, 2013 Time: 10:00 a.m. 
                                                      (Eastern Time) 
                                                Location: Citi Auditorium 
                                               399 Park Avenue, 12th Floor 
                                                    New York, NY 10022 
                             -------------------------------------------------- 
 
 
                               You are receiving this communication 
                               because you hold shares in the company 
                               named above. 
 
1211 AVENUE OF THE AMERICAS  This is not a ballot. You cannot use 
 NEW YORK, NY 10036           this notice to vote these shares. 
                              This communication presents only an 
                              overview of the more complete proxy 
                              materials that are available to you 
                              on the Internet. You may view the 
                              proxy materials online at www.proxyvote.com 
                              or easily request a paper copy (see 
                              reverse side). 
 
                              We encourage you to access and review 
                              all of the important information contained 
                              in the proxy materials before voting. 
 
 
   -  Before You Vote   - 

How to Access the Proxy Materials

 
 
 
                          Proxy Materials Available to VIEW or RECEIVE: 
                           NOTICE AND PROXY STATEMENT 
                           FORM 8-K CONTAINING SUPPLEMENTAL INFORMATION REQUIRED UNDER AUSTRALIAN LAW 
 
                           How to View Online: 
                           Have the information that is printed in the box marked by the arrow (located 
                           on the following page) and visit: www.proxyvote.com. 
 
                           How to Request and Receive a PAPER or E-MAIL Copy: 
                           If you want to receive a paper or e-mail copy of these documents, you must 
                           request one. There is NO charge for requesting a copy. Please choose one 
                           of the following methods to make your request: 
 
                           1) BY INTERNET : www.proxyvote.com 
                           2) BY TELEPHONE : 1-800-579-1639 
                           3) BY E-MAIL* : sendmaterial@proxyvote.com 
 
                           * If requesting materials by e-mail, please send a blank e-mail with the 
                           information that is printed in the box marked by the arrow (located on the 
                           following page) in the subject line. 
 
                           Requests, instructions and other inquiries sent to this e-mail address will 
                           NOT be forwarded to your investment advisor. Please make the request as 
                           instructed above on or before May 30, 2013 to facilitate timely delivery. 
------------------------------------------------------------------------------------------------------- 
 
 
                                             - How To Vote - 
                            Please Choose One of the Following Voting Methods 
 
Vote In Person: Many stockholder meetings have attendance requirements including, 
 but not limited to, the possession of an attendance ticket issued by the 
 entity holding the meeting. Please check the meeting materials for any special 
 requirements for meeting attendance. At the meeting, you will need to request 
 a ballot to vote these shares. 
 
 Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have 
 the information that is printed in the box marked by the arrow (located 
 on the following page) available and follow the instructions. 
 
 Vote By Mail: You can vote by mail by requesting a paper copy of the materials, 
 which will include a proxy card. 
------------------------------------------------------------------------------------------------------- 
 
 
 
 
                   Voting Items 
-------------------------------------------------- 
 
 
 
  The Board of Directors recommends you vote FOR Proposals 1, 
  2 and 3. 
 
1. Amendment to Parent's Restated Certificate of Incorporation Clarifying Our 
 Ability to Make Distributions in Comparable Securities in Connection With Separation 
 Transactions, Including the Separation. 
 
2. Amendment to Parent's Restated Certificate of Incorporation to Allow Us 
 to Make Certain Distributions on Subsidiary-Owned Shares and Create Additional 
 Subsidiary-Owned Shares. 
 
3. Amendment to Parent's Restated Certificate of Incorporation to Change Our 
 Name. 
 
      4. CITIZENSHIP CERTIFICATION - Please mark "YES" if the stock is owned of record 
       or beneficially by a U.S. stockholder, or mark "NO" if such stock is owned 
       of record or beneficially by a non-U.S. stockholder. (Please refer to Appendix 
       B of the Proxy Statement for additional guidance.) 
 
       If you do not provide a response to this Item 4, you will be deemed to be a 
       non-U.S. stockholder and the shares will be subject to the suspension of voting 
       rights unless you are a stockholder of record as of the Record Date and you 
       previously submitted a U.S. citizenship certification to the Company's transfer 
       agent or Australian share registrar. 
 
  ANY FAILURE OF STOCKHOLDERS TO APPROVE PROPOSALS 1 AND 2 WILL RESULT IN THE 
  ABANDONMENT BY PARENT OF THE AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION 
  AND, AS A RESULT, THE SEPARATION. 
 
 
 
 
 
 
 
 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

DOCFMGFDGGRGFZM

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