In terms of brazen spin, it was the equivalent of declaring that the Iraq war is going well. Despite a record protest vote against four directors and the reliance on open proxies and John Malone to get the non executive directors a pay rise, Rupert Murdoch was trying all sorts of dodgy tactics at today’s AGM to claim his shareholders were happy.

The first procedural trick was to declare that all seven items of business were to be dealt with in one debate and only then, after the formal business was dealt with, would Rupert given his chairman’s address and allow general questions.

He attempted to quash debate by revealing proxy figures before the debate was completed, but only in terms of the percentage cast in favour including the dominant combined 48% stake held by the Murdoch family and John Malone.

Rather than relying on Rupert’s selective use of percentages – he claimed that only 5.5% of shares were cast against the various contentious resolutions – let’s just go with the actual votes which we only prised out of him after several specific questions.

ResolutionForAgainst% against
(total)
% against
(ex Murdoch/Malone)
Andrew Knight679m118m14.832.24
Rod Eddington672m122m15.3633.6
Chase Carey680m120m1532.52
Peter Chernin694m108m13.6429.11
Director pay rise333m143m3049.65

Does anyone else see the irony in the so-called enemy, John Malone, voting his 18% stake in favour of every resolution? Malone’s 188 million shares could easily have defeated the one resolution that the Murdoch family couldn’t vote its 313 million shares on – the pay rise for non-executive directors, which now includes Lachlan Murdoch.

Incredibly, shareholders were being asked to approve a $US100,000 bonus for each director after they laboured long and hard on the move to America – the very move that allowed the odious poison pill to be introduced which has since contributed to a 10% fall in News Corp’s share price.

As Malone negotiates with the board for a sweetheart peace deal that would entrench Murdoch family control and see minority shareholders lose out, he has now managed to give all the supposedly independent directors a pay rise.

Even if Malone had abstained, the pay rise vote would have been 145 million in favour and 143 million against so presumably the victory only came after the use of open proxies, although group general counsel Lawrence Jacobs somehow claimed these were still being counted and couldn’t be provided to the meeting.

In an attempt to counter Rupert’s spin, Crikey told the meeting that the “withheld” votes against directors were easily the biggest protest in the 53 year history of board ballots since the Sun King took control in late 1952.

Voting stock worth an average $2.4 billion was voted against all four incumbents – almost double the previous biggest protest when 71 million shares (adjusting for the 1 for 2 share consolidation with the move to America) were voted against Aatos Erko in 2002 as you can see here.

Rupert told the press after the meeting that his office has received only one complaint and hundreds of calls in support of the poison pill when it was first announced to fend off John Malone.

However, his board’s broken promise to seek shareholder approval for a two year extension has undoubted caused a major protest. Rupert declined to be engaged when the chairman of the Global Institutional Governance Network, Andrew Clearfield, eloquently spelt out the arguments against the move.

Peter Fray

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