UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 30, 2012
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
NEWS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Delaware | 001-32352 | 26-0075658 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NO.) | (IRS EMPLOYER IDENTIFICATION NO.) |
1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212) 852-7000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) At a meeting of the Board of Directors (the “Board”) of News Corporation (the “Company”) on August 30, 2012, Andrew S.B. Knight and John L. Thornton notified the Board of their retirement from the Board effective upon the conclusion of the Company’s 2012 annual meeting of stockholders to be held on October 16, 2012 (the “Annual Meeting”). In addition, the Board agreed that Arthur M. Siskind will no longer serve as a Director but he will serve as a Director Emeritus upon the conclusion of the Annual Meeting.
| Item 8.01 | Other Events. |
A copy of the Company’s press release regarding the matter described above, as well as the nominations for election at the Annual Meeting of former U.S. Secretary of Labor Elaine L. Chao and former President of Colombia Álvaro Uribe, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press release of News Corporation, dated September 4, 2012. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEWS CORPORATION (REGISTRANT) | ||
| By: | /s/ Janet Nova | |
| Janet Nova | ||
| Senior Vice President and Deputy General Counsel | ||
Dated: September 4, 2012
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release of News Corporation, dated September 4, 2012. |