In a show of dissent against Rupert Murdoch, shareholders of News Corp. withheld as much as 15 percent of their vote to re-elect four directors at the media conglomerate's annual meeting Friday to protest the company's failure to consult them on a takeover defense measure.
Even though the directors were still re-elected by a large majority, the fact that some shareholders withheld their support indicated a significant level of dissatisfaction with the company's handling of the "poison pill" plan, analysts said.
The company reversed itself on a pledge to seek a shareholder vote on extending a takeover defense plan that was put in place last year after John Malone, a powerful media investor who is a longtime friend and occasional rival of Murdoch's, unexpectedly accumulated a large block of voting shares in the company. Malone's block stands at about 18 percent, versus the 30 percent held by Chief Executive Murdoch.
In a conference with reporters immediately following the meeting, Murdoch downplayed the dissent among shareholders, saying there had been "no outcry" from them over the poison pill.
But Charles Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware, noted that since the directors were already assured 30 percent approval because of the Murdoch vote, the 15 percent vote to withhold was "a big number."
"If you want capital from others, you need to respect their wishes," Elson said. "The board cannot and should not ignore" the protest vote, he said. "They need to reconsider their stance on the pill."
Earlier this month a major proxy advisory firm, Institutional Shareholder Services, urged large investors to withhold approval of the four directors who were up for re-election, saying News Corp.'s board was not acting in the best interest of shareholders by reversing their position on putting the poison pill strategy to a vote.
Robert Bushman, a forensic accounting professor at the University of North Carolina, Chapel Hill, noted that since many votes to re-elect directors have withhold-rates of close to zero, "clearly there is a group of unhappy people."
Bushman characterized the protest vote, though, as a "little problem," saying that as long as Murdoch and Malone are in agreement, "no one's going to touch" Murdoch.
The four directors standing for re-election were Chase Carey, CEO of DirecTV, a satellite broadcaster controlled by News Corp.; Peter Chernin, chief operating officer of News Corp.; Roderick I. Eddington, a former CEO of British Airways PLC; and Andrew S.B. Knight, an investor and former editor of The Economist magazine.
Carey and Knight were re-elected by about 85 percent of the votes cast, according to a tally Murdoch read aloud at the meeting, while Eddington and Chernin got votes of about 87 percent.
The company has said it acted consistently all along on the matter of the poison pill, saying the policy on requiring a shareholder vote for extending the measure could be changed at any time by a simple majority vote of the board. The board took such a vote, not to seek approval from shareholders, it has said.
The poison pill defense allows Murdoch and other shareholders to acquire shares at a deep discount if Malone increases his stake.
In other matters, Murdoch declined to make any comment on the sudden departure earlier this year of his son Lachlan from all executive positions at the company, or on the company's plans for a successor to himself. Murdoch is 74. Lachlan remains on the board of News Corp.
Murdoch hesitated when asked if News Corp. was interested in making a deal with Time Warner Inc.'s AOL unit, which has attracted the interest of several suitors recently, including Comcast Corp., Google Inc., Yahoo Inc. and Microsoft Corp.
Murdoch has been building up a portfolio of Internet companies of his own, spending well over $1 billion to acquire online businesses in the social networking, gaming and sports arenas. Asked by a reporter if he was interested in pursuing AOL, Murdoch took a long pause, and answered: "I doubt it."
News Corp. recently changed its home base from Murdoch's native Australia to New York. The giant media conglomerate has properties spanning the globe, including the Fox News Channel and Twentieth Century Fox studios, more than 175 newspapers, and satellite broadcasters in the United States, Europe and Asia.
Class A shares of News Corp. fell 30 cents, or 2 percent, to $14.43 in afternoon trading on the New York Stock Exchange, beneath their 52-week low. The shares have traded between $14.60 to $18.88 in the past year.
