Delaware
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26-0075658
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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To fill the vacancy on the Board created by Dr. Paige's resignation, on February 12, 2008, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Mark Hurd to serve as a Class III director of the Board. There were no arrangements or understandings pursuant to which Mr. Hurd was appointed as a director, and there are no related party transactions between the Company and Mr. Hurd reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Mr. Hurd qualifies as an "independent director" under the New York Stock Exchange listing rules and the categorical standards adopted by the Board's Nominating and Corporate Governance Committee. Accordingly, the Board also appointed Mr. Hurd as a member of the Board's Nominating and Corporate Governance Committee.
Mr. Hurd has served as Chairman of Hewlett-Packard Company ("HP") since September 2006 and as Chief Executive Officer, President and a member of HP's Board of Directors since April 2005. Prior to joining HP, Mr. Hurd spent 25 years at NCR Corporation ("NCR"), where he held a variety of management, operations and sales and marketing roles, including as Chief Executive Officer from 2003 to 2005 and as its President from 2001 to 2005.
For his service as a non-executive director of the Board and his membership on the Nominating and Corporate Governance Committee, Mr. Hurd will receive the same retainer fees as other non-executive directors, pro-rated to reflect his term of service. A description of non-executive director retainer fees and committee fees for fiscal 2008 are set forth in a summary sheet filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2007, which is incorporated herein by reference.
A copy of the Company's press release announcing Dr. Paige's resignation from the Board and the appointment of Mr. Hurd to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
99.1 Press release of News Corporation, dated February 12, 2008.
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News Corporation
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Date: February 12, 2008
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By:
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/s/ Lawrence A. Jacobs
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Lawrence A. Jacobs
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Senior Executive Vice President and Group General Counsel
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Exhibit No.
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Description
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EX-99.1
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Press release of News Corporation, dated February 12, 2008.
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