Here we go again. At 10.45pm AEST last night, News Corporation’s
New York-based company secretary Laura Oleary was faxed a nomination from yours truly
to run for the board at this year’s AGM along with a letter of support
from a small News Corporation shareholder, one Paula Piccinini.

It’s the fourth News Corp nomination in six years but the 2001 and 2005
tilts were both rejected by
the company in delphic terms. Laura’s brief fax last year simply said
it was
“not timely”. Under US securities law, a board nomination must arrive
65 days before the anniversary of the previous “proxy event”. In
News Corp’s case that was the 2005 proxy statement on 25 August – 67 days from now.

Unfortunately, I won’t be able to put up a shareholder resolution
calling for an end to Rupert Murdoch’s gerrymander this year because
you have
to own at least $US2000 worth of stock continuously for 12 months to do
this. I’m very happy with the 300 News Corp B Class voting shares as
the paper profit from the recent recovery has reached $1584, but the
majority of these
were bought in August and October last year.

However, we still have at least 24 hours for another longer term News
Corp shareholder to fax through the following shareholder resolution
that strikes right at the heart of Rupert’s rorted stranglehold on
power:

That the board of News Corporation calls a special meeting
of stockholders in both the A and B Class shares within six months of
the 2006 AGM to vote on an equitable proposal to merge the two classes
of shares to end the current gerrymander that sees only approximately
30% of all shares enjoying full voting rights.

At the time of the 2004 reincorporation proposal, stockholders were
told US investors would strongly support the stock once it was included
in the S&P500 index. Unfortunately, only one class of security is
allowed in the S&P and that is the more populous non-voting A
Class. Giving A Class stockholders full voting rights would open up
control of the company, place 100% of all shares in the S&P500 and
lead to a re-rating of the stock that benefited all shareholders.

Given that the A Class non-voting shares are currently trading at a 5%
discount to the voting B Class shares, the proposal should include a
compensating bonus issue to holders of the B Class shares.

Shareholder resolutions are common in America because they don’t have
Australia’s ridiculous 100 signature rule, so check out examples about Boeing in China and Nike’s labour record in Indonesia.

If anyone is interested in stepping up to the plate, please email
[email protected] and I’ll shoot through the form letter.
Alternatively, you can work your own up and fax Laura at 0011 1 212 852
7217, but there’s no time for dithering.

Peter Fray

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