[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed an 8-K covering executive pay, charter changes and annual meeting results. The company extended Chief Human Resources Officer Ruth Allen’s employment through December 31, 2028, with a $900,000 base salary, a target annual bonus of $900,000 and a long‑term equity incentive target of $1,100,000, most of which is performance-based and subject to clawback policies. If she is terminated without cause or resigns for good reason, she may receive up to two years of salary and target bonus, continued vesting of prior equity awards and Company-paid COBRA premiums for up to 18 months, subject to a separation agreement and covenants.

Stockholders approved amendments to the Restated Certificate of Incorporation to limit liability of certain officers as permitted by law, remove an obsolete corporate opportunity waiver and add a federal forum selection clause for Securities Act claims, together with a clarifying change to the Delaware forum provision. All director nominees were elected, Ernst & Young LLP was ratified as auditor for the year ending June 30, 2026, and the advisory vote on executive compensation passed with about 88.8% support.

0001564708false6/3000015647082025-11-182025-11-180001564708us-gaap:CommonClassAMember2025-11-182025-11-180001564708us-gaap:CommonClassBMember2025-11-182025-11-1800015647082025-07-012026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2025

NEWS CORPORATION

(Exact name of registrant as specified in its charter) 

Delaware

001-35769

46-2950970

(State or other jurisdiction of incorporation)

(Commission  File Number)

(IRS Employer Identification No.)

1211 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

(212) 416-3400

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

NWSA

The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share

NWS

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03    Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2025, News Corporation (the “Company”) and Ruth Allen, Chief Human Resources Officer of the Company), entered into an Amended and Restated Employment Agreement, to be effective as of January 1, 2026 (the “Allen Agreement”). The Allen Agreement extends Ms. Allen’s term of employment until December 31, 2028 and provides for an annual base salary of $900,000; (ii) an annual bonus with a target of $900,000 (subject to pro ration for fiscal 2026); and (iii) an annual long-term equity incentive award with a target of $1,100,000, with approximately 69% of Ms. Allen’s target compensation being “at risk.” All bonus payments and equity grants are subject to the Company’s clawback policies.

If Ms. Allen’s employment is terminated by the Company other than for cause (as defined in the Allen Agreement), death or disability, or by Ms. Allen for Good Reason (as defined in the Allen Agreement), the Allen Agreement provides that Ms. Allen will receive (i) her then-current base salary and target annual bonus paid in the same manner as though she continued to be employed for 24 months following the date of termination; (ii) a pro rata portion of the annual bonus she would have earned for the fiscal year of termination had no termination occurred (a “Pro-rated Annual Bonus”), as well any prior year bonus amount to the extent unpaid as of the date of termination; (iii) continued vesting of equity incentive awards granted prior to the date of termination in the same manner as though she continued to be employed for two years following the date of termination, with payments made at the same times they would have been made had Ms. Allen continued to be employed through such date; and (iv) Company-paid premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for Ms. Allen and her eligible dependents for up to18 months following the date of termination. The Allen Agreement also provides for a transition period of up to six months, in the event of termination in connection with the commencement of a Board-approved successor Chief Human Resources Officer. If Ms. Allen’s employment is terminated due to her death or disability, she or her surviving spouse or estate, as applicable, would be entitled to: (i) in the case of death, salary continuation for up to 12 months; and (ii) any Pro-rated Annual Bonus and unpaid prior year bonus. If, following the completion of the term under the Allen Agreement on December 31, 2028, Ms. Allen is not offered a new employment agreement by the Company on terms at least as favorable to her as the terms set forth in the Allen Agreement, and Ms. Allen is subsequently terminated without cause, then she will be entitled to receive the payments and benefits summarized above with respect to a termination by the Company other than for cause (using the same base salary and target annual bonus as in effect immediately prior to the expiration of the term on December 31, 2028). Payment of any compensation or benefits upon termination is subject to Ms. Allen’s execution of the Company’s then-standard separation agreement and general release and continued compliance with the terms therein. The Allen Agreement continues to have confidentiality, non-competition and other covenants to protect the Company.

In addition, the Allen Agreement provides that if Ms. Allen 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. Allen on a net after-tax basis. Ms. Allen is not entitled to any golden parachute excise tax or other tax “gross-up” payments.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on November 19, 2025. At the Annual Meeting, upon the recommendation of the Board of Directors of the Company, stockholders approved amendments (the “Proposed Amendments”) to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to: (i) limit the liability of certain officers as permitted by law; (ii) eliminate the obsolete corporate opportunity waiver; and (iii) add a federal forum selection provision for claims under the Securities Act of 1933, as amended, and make a clarifying change to the existing Delaware forum selection provision.

A detailed description of the Proposed Amendments is set forth in “Proposal 4: Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Law,” “Proposal 5: Amendment to the Company’s Restated Certificate of Incorporation to Eliminate the Obsolete Corporate Opportunity Waiver” and “Proposal 6: Amendment to the Company’s Restated Certificate of Incorporation to Add a Federal Forum Selection Provision for Securities Act Claims and Make a Clarifying Change to the Existing Delaware Forum Selection Provision” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 8, 2025. On November 19, 2025, to effect the Proposed Amendments, the Company filed a Certificate of Amendment of the Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon its filing. On the same day, the Company subsequently filed a Restated Certificate of Incorporation of the Company (the “Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which incorporated the Certificate of Amendment and became effective upon its filing.

The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Restated Certificate of Incorporation, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

A brief description of the matters voted upon at the Annual Meeting held on November 19, 2025 and the voting results on such matters are set forth below. All matters were decided by poll and all votes were submitted via valid proxies received before the Annual Meeting.

Proposal 1: The following individuals were elected to serve as Directors of the Company:

Name			For			Against			Abstain			Broker Non-Votes
Lachlan K. Murdoch			150,564,453			16,360,411			46,225			1,078,639
			90.2%			9.8%
Robert J. Thomson			165,638,982			1,293,465			38,642			1,078,639
			99.2%			0.8%
José María Aznar			134,045,704			32,874,930			50,455			1,078,639
			80.3%			19.7%
Natalie Bancroft			140,337,607			26,590,399			43,083			1,078,639
			84.1%			15.9%
Ana Paula Pessoa			160,731,076			5,936,606			303,407			1,078,639
			96.4%			3.6%
Masroor Siddiqui			147,435,702			19,492,622			42,765			1,078,639
			88.3%			11.7%

Proposal 2: A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 passed as follows:

For:			166,356,167
			99.0%
Against:			1,654,808
			1.0%
Abstain:			38,753
Broker Non-Votes:			0

Proposal 3: A proposal to approve, on an advisory, nonbinding basis, the Company’s executive compensation passed as follows:

For:			148,148,007
			88.8%
Against:			18,724,332
			11.2%
Abstain:			98,750
Broker Non-Votes:			1,078,639

Proposal 4: A proposal to amend the Certificate of Incorporation to limit the liability of certain officers as permitted by law passed as follows:

For:			154,055,754
			92.3%
Against:			12,873,854
			7.7%
Abstain:			41,481
Broker Non-Votes:			1,078,639

Proposal 5: A proposal to amend the Certificate of Incorporation to eliminate the obsolete corporate opportunity waiver passed as follows:

For:			166,914,731
			100.0%
Against:			14,586
			0.0%
Abstain:			41,772
Broker Non-Votes:			1,078,639

Proposal 6: A proposal to amend the Certificate of Incorporation to add a federal forum selection provision for claims under the Securities Act of 1933, as amended, and make a clarifying change to the existing Delaware forum selection provision passed as follows:

For:			159,704,485
			95.7%
Against:			7,223,945
			4.3%
Abstain:			42,659
Broker Non-Votes:			1,078,639

Item 7.01    Regulation FD Disclosure.

On November 19, 2025, Lachlan K. Murdoch, the Company’s Chair, and Robert Thomson, the Company’s Chief Executive, addressed stockholders at the Annual Meeting. A copy of Messrs. Murdoch’s and Thomson’s remarks prepared for the Annual Meeting is furnished as Exhibit 99.1 hereto.

The information under this caption Item 7.01, including information furnished in any related exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
3.1						Certificate of Amendment of the Restated Certificate of Incorporation of News Corporation, dated November 19, 2025.
3.2						Restated Certificate of Incorporation of News Corporation, dated November 19, 2025.
99.1						Remarks of Messrs. Lachlan K. Murdoch and Robert Thomson prepared for the Company’s Annual Meeting of Stockholders on November 19, 2025.
104						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

Dated: November 19, 2025

FAQ

What executive compensation changes did News Corp (NWS) disclose in this 8-K?

The company entered into an amended employment agreement with Chief Human Resources Officer Ruth Allen, effective January 1, 2026. It extends her term through December 31, 2028 and provides an annual base salary of $900,000, a target annual bonus of $900,000 and an annual long-term equity incentive target of $1,100,000, with about 69% of target compensation at risk and all variable pay subject to clawback policies.

What severance protections does Ruth Allen have under the new News Corp agreement?

If Ms. Allen is terminated by the company other than for cause, death or disability, or resigns for good reason, she is entitled to up to 24 months of base salary and target bonus paid over time, a pro‑rated bonus for the year of termination plus any unpaid prior bonus, continued vesting of prior equity awards for two years and Company-paid COBRA premiums for her and eligible dependents for up to 18 months, subject to signing a separation agreement and complying with post-employment covenants.

What charter amendments did News Corp (NWS) stockholders approve at the 2025 annual meeting?

Stockholders approved amendments to the Restated Certificate of Incorporation to limit the liability of certain officers as permitted by law, eliminate an obsolete corporate opportunity waiver, and add a federal forum selection provision for Securities Act of 1933 claims, along with a clarifying change to the existing Delaware forum selection clause. These changes were implemented via a Certificate of Amendment and a Restated Certificate of Incorporation filed in Delaware on November 19, 2025.

How did News Corp (NWS) stockholders vote on executive compensation in 2025?

The advisory, nonbinding proposal to approve News Corp’s executive compensation passed with 148,148,007 votes for and 18,724,332 votes against, plus 98,750 abstentions and 1,078,639 broker non‑votes. This represented approximately 88.8% support among votes cast for and against.

Which directors were elected to News Corp’s board at the 2025 annual meeting?

Stockholders elected Lachlan K. Murdoch, Robert J. Thomson, José María Aznar, Natalie Bancroft, Ana Paula Pessoa and Masroor Siddiqui as directors. Each nominee received a majority of votes cast, with support levels ranging from about 80.3% to 99.2% based on the for and against tallies disclosed.

Who is News Corp’s independent auditor for the fiscal year ending June 30, 2026?

Stockholders ratified the selection of Ernst & Young LLP as News Corp’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 166,356,167 votes for, 1,654,808 against and 38,753 abstentions.

What disclosure did News Corp provide under Regulation FD in this filing?

Under Regulation FD, News Corp furnished as an exhibit the prepared remarks of Lachlan K. Murdoch, the Chair, and Robert Thomson, the Chief Executive, delivered at the November 19, 2025 annual meeting. This information was furnished, not filed, meaning it is not subject to liability under Section 18 of the Exchange Act or automatically incorporated into other SEC filings.