By Svea Herbst-Bayliss
NEW YORK (Reuters) – Prominent proxy advisory firm Institutional Shareholder Services (ISS) on Thursday urged News Corp investors to back a plan to end the company’s dual-class voting structure, lending support to an activist hedge fund’s push for such a change.
ISS said investors should approve a recapitalization plan at the company’s Nov. 20 meeting where all stock would have one vote for one share, according to the recommendation seen by Reuters.
Starboard Value, the activist investment firm run by Jeffrey Smith, submitted the proposal earlier this year to break Rupert Murdoch’s control over the media empire that publishes the Wall Street Journal, Reuters reported in September.
“Shareholders would benefit from the elimination of the company’s dual-class capital structure, as it would establish a capital structure in which voting power is commensurate with economic ownership and economic exposure,” ISS wrote.
Murdoch and his family own a 14% economic stake in the company but control 41% of the votes.
News Corp has urged investors to vote against Starboard’s proposal.
Ending the dual-class share structure at various companies has become a hot button issue in governance circles. At News Corp, there has been support among shareholders over the years to collapse the system, but nothing has happened. Starboard’s proposal is non-binding, so even if it were approved, the board would not necessarily need to act on it.
(Reporting by Svea Herbst-Bayliss; Editing by Leslie Adler and Marguerita Choy)
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