Crikey reported on Friday that News Corp
did not vote the open or undirected proxies at its recent AGM but a
different story is emerging from the respected Boston-based Global Proxy Watch newsletter which published the following last week:

No Confidence

Seen through News Corp’s eyes, four directors were handily re-elected
at Friday’s annual meeting with votes of at least 85%. But take a
closer look. The Murdoch and Malone blocks, representing 54%, were
pre-pledged to management. Brokers voted at least another 5% of stock
with management on behalf of investors who gave no ballot instructions.
What’s left is a true picture of market confidence in News Corp’s
board. And it is devastating. Investor anger flared when News reneged
on a pledge to put its poison pill takeover defence to a vote.
Shareowners withheld at least 63% of ballots from Rod Eddington; 61%
from Chase Carey; 60% from Andrew Knight; and 54% from Peter Chernin.
Exact numbers won’t be known unless News reveals broker votes –
something it doesn’t have to do.

A News Corp supporter with an alternative views asks:
“How can 63% of stockholders withhold their votes for a director when the
Harris Trust (Murdoch) and Liberty Media combined own 47.2%? I don’t get it. Unless they’re
twisting the figures to say ‘if you take out everybody who voted FOR the
proposals, then the proposals would have been defeated’.”

The US and Australia certainly have very different voting systems.
The “broker vote” which Global Proxy Watch refers to is also called the
“routine” vote. If a broker has not received voting instructions from
their client ten days prior to the AGM, they may vote the shares, but
only on non-material proposals, which included the election of
directors and auditors at the News Corp AGM.

This is different from the “open vote” where a shareholder lodges a
proxy but doesn’t direct it, thereby handing open votes to the
chairman. News Corp says it did not vote these shares, which is
commendable. However, there has been no disclosure on the size of the
“open proxies” or the “broker vote,” which is disappointing.

The “broker vote” usually runs as high as 20% in US corporate elections
(less for News Corp given the presence of the three billionaires), so
it certainly would have helped with Rupert’s four incumbent directors
who were returned.

Finally, Andrew Clearfield, the president of the Global
Institutional Governance Network and the man who spoke at the AGM on
behalf of the coalition of institutions suing
News Corp over the poison pill, has also provided an interesting
perspective of events on his blog. Both posts on News Corp are worth reading in full.