News Corporation (NWSA) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the News Corporation's 2020 Annual Meeting of Stockholders. I would now like to hand the conference over to one of your speakers today, Mike Florin. Sir, please go ahead.

Thank you, operator. The following presentation may include certain forward-looking information. Actual results could differ materially from what is said due to risks and uncertainties. For more details, please refer to News Corporation's SEC filings, which identify risks and uncertainties that could cause actual results to differ and which contain certain cautionary statements about forward-looking information. I will now introduce Mr. Rupert Murdoch, Executive Chairman of News Corporation.

Good afternoon, ladies and gentlemen. It's my pleasure to welcome all of you to the 2020 Annual Meeting of Stockholders. Thank you for joining us at our first virtual annual meeting. And before calling this meeting to order, I hope you'll permit me to remark on the company's performance. We're living in an era of extraordinary change, and the unexpected events of 2020 are testing the metal of people and businesses everywhere. Throughout this time of pandemic, economic distress and social unrest, News Corp has continued to provide people with the news and life entertainment here on great demand. We do this by creating and delivering trusted premium content, especially by digital means, providing real value to audiences, advertisers and investors of like. News Corp adapts to the urgent needs of these times through constant innovation and responsible reinvention. We are simplifying and transforming our company while keeping costs under control and maintaining a strong balance sheet. Our goal is to emerge even stronger and more digital than before with a reduced cost base. We are now presenting Dow Jones as a separate segment, providing greater transparency. It highlights that legendary businesses growth, profitability and digital development, driven by record-setting subscriptions and a thriving professional information services business. Our digital real estate businesses continue expanding their audiences and market share, and the book publishing navigated the term out of this year with great agility. Supports rebounded in a significant way, benefiting subscription video service in Australia and our radio programs in the United Kingdom. Our battle against the big tech platforms for years a solitary struggle has helped lead to scrutiny of the monopolistic and algorithmic abuses with some finally, providing some payment publishers. The fat of a free press hangs in the balance, and I'm cautiously optimistic there was even more material benefit from this effort in the years ahead. I'm very grateful to all our employees, readers and audiences, clients and investors for their support in this challenging time. And I wish everyone good health and happiness in the year ahead. I'll now turn the program to our Chief Executive, Robert Thomson, who will share some remarks on result.

Thank you, Rupert. The coronavirus has irrevocably changed businesses, expediting preexisting digital trends, challenging established practices and prompting introspection about the workplace itself. There has been much agility and adaptation at News Corp. The vast majority of our employees quickly and successfully transitioned to working from home, and the resilience and resonance of the company's culture has been the core component in that continuity. Our businesses prudently constrain costs, and painful but necessary decisions were taken to ensure long-term robustness. Preserving cash was an imperative. And as a consequence, our cash balance was over $1.5 billion as of June 30. We have made progress in our pledge to simplify the company and to make it more transparent. We sold noncore assets and we presented Dow Jones as a separate segment, highlighting the substantial value and potential of brands, including the Wall Street Journal, MarketWatch and Barron's. In a difficult year for many media companies, Dow Jones reported a 13% increase in segment EBITDA, fortified by the strength of its professional information business and the preeminence of the Wall Street Journal. All of our executives understand that these times are stress testing our business, and many volunteered significant cuts to their cash bonuses, which form a large part of their compensation. The imperative of a stringent cost strategy means that we have launched a shared services program that will transform the company by reappraising spending in technology, office space, administrative and other functions. One trend is already having an impact on our earnings. The change terms of trade with the digital platforms. For News Corp., which has been pursuing this issue passionately for over a decade, the auspicious outcome would not have been possible without the leadership of Rupert Murdoch and Lachlan Murdoch and the support of the Board, which ardently backed our advocacy of equity, transparency and the principle of a premium-for-premium content. As for the fiscal 2020 financial results at the new Dow Jones segment, revenues expanded, and EBITDA of $236 million was the highest in separation as were its healthy margins. We saw strong circulation volume growth, with digital-only subscriptions increasing 23% year-over-year for the Wall Street Journal in the fourth quarter. In contrast, the most COVID-affected media sites, digital advertising at Dow Jones, was 4% higher for the year, representing 54% of advertising revenues in the fourth quarter. In digital Real estate services, REA's traffic and lead volume rebounded in the wake of the shutdown in Australia. The COVID crisis who prompted many families to consider their housing circumstances and record low interest rates have made and moved more affordable. We noted similar trends in the U.S. at realtor.com and saw a significant improvement in profitability at move. The News Media segment had a challenging year, and we sold News America Marketing and Unruly and intensified our emphasis on digital. In Australia, we shifted the majority of our regional and community papers to digital-only. Given the provenance of our company, this transformation was profound, but also necessary to ensure that local and regional journalism has a viable future in Australia. In Book Publishing, at the outset of the pandemic, HarperCollins moved quickly to bolster distribution and emphasize e-books and online sales. These actions allowed us to make the most of changes in reading habits and distribution permutations and segment EBITDA improved in both the third and fourth quarters. At Foxtel, our emphasis on streaming has brought a surge in new customers for both Kayo, the sports streaming service; and Binge, our new entertainment offering. Both services are fully monetizing our existing rights without incurring extra content licensing expenses. We also benefited from an unprecedented reset of sports prices, which will have a positive long-term impact on Foxtel's profitability. The events of 2020 will continue to resonate economically and politically for years to come. Our journalists around the world have provided unnecessary a crucial service, and many of our employees have empathetically contributed to their communities through personal philanthropy. I am sincerely grateful to all our readers, our audiences, our advertisers and our investors for their support of our company, especially in these complex, challenging times. Thank you.

Thank you, Robert. I now call the meeting to order. We are joined today with the Board of Directors, our Co-Chairman, Lachlan Murdoch; Kelly Ayotte, José Mara Aznar, Natalie Bancroft, Independent lead Director; Peter Barnes, Ana Paula Pessoa and Masroor Siddiqui. Also like to acknowledge James Murdoch and Joel Klein, who's leaving the Board this year, and thank them for their valuable contributions to the company. Also joining us, our Chief Financial Officer, Susan Panuccio; General Counsel, David Pitofsky; Corporate Secretary, Michael Bunder; Head of Investor Relations, Michael Florin; Mini Krishnan, Executive of Ernst & Young, the company's independent registered public accounting firm. I will now ask our corporate secretary, Mr. Bunder to proceed with the formal portion of the meeting.

Thank you, Mr. Chairman. This meeting is held pursuant to a notice of the Annual Meeting of Stockholders made available or mailed on or about October 5, 2020, to each record holder of the company's common stock as of September 21, 2020. The agenda and rules and procedures for conduct are accessible on the virtual meeting portal and outline how we will proceed with today's meeting. As stated in the rules and procedures, if you would like to submit a question, you may do so by following the instructions on the virtual meeting portal. A general Q&A session will follow later in the meeting. Thank you for your cooperation with these rules. A list of stockholders of record entitled to vote at this meeting has been available for examination for the past 10 days and is also accessible during this meeting through the virtual meeting portal. In accordance with the company's bylaws, the Board has appointed Mr. Jim Raitt from American Election Services as the independent inspector of elections for this meeting. The inspector of elections has examined the proxies received and reports that holders of a majority in voting power of all of the outstanding shares of stock entitled to vote at the meeting are present in-person or represented by proxy. Therefore, I hereby declare a quorum present at the meeting. We opened the polls at the beginning of the meeting through the virtual meeting portal. Only Class B common stockholders of record as of the record date or their valid proxy holders are eligible to vote during this meeting. If you voted or returned a proxy card before the meeting, it is not necessary to vote again. If you wish to cast your vote now, you may do so by clicking the vote here button on the virtual meeting portal. We have 5 items on today's agenda. Proposal 1 is for the election of 9 directors. The Board has nominated the following 9 individuals to serve as directors: Rupert Murdoch, Lachlan Murdoch, Robert Thomson, Kelly Ayotte, José María Aznar, Natalie Bancroft, Peter Barnes, Ana Paula Pessoa and Masroor Siddiqui. If elected, each of these director nominees will serve 1-year term expiring at the 2021 Annual Meeting or until his or her successor is duly elected and qualified. Proposal 2 is for the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2021. Proposal 3 is an advisory vote to approve executive compensation. Proposal 4 is an advisory vote on the frequency of future advisory votes to approve executive compensation. We also have a stockholder proposal, filed by Mr. Kenneth Steiner, to eliminate supermajority voting provisions in the company's certificate of incorporation and bylaws. After I briefly summarize the Board's position on the proposal, Mr. Steiner's representative, Mr. John Chevedden, will be invited to speak on the proposal. As stated in the proxy statement, the Board has carefully considered Mr. Steiner's proposal and unanimously recommends that stockholders vote against the proposal for the following reasons: A simple majority of votes cast is already our default voting standard for most matters submitted to company stockholders, including the election of directors in uncontested elections. The vote of a majority of shares outstanding is required to remove directors or to increase or decrease authorized capital stock. A supermajority vote, the vote of 65% of stockholders entitled to vote, is required only to amend certain fundamental provisions of the company's certificate of incorporation and to amend the bylaws. The Board believes of retaining a supermajority voting standard in these limited circumstances is necessary to protect the interest of all stockholders. These provisions provide a greater voice on corporate structure and governance matters to our broader mix of stockholders by granting a minority group of stockholders the ability to defeat a proposed fundamental change. Finally, the Board believes the proposal is unnecessary in light of the company's sound corporate governance policies and practices, which promote Board accountability and reinforce the company's strong commitment to the creation of long-term sustainable value. Therefore, the Board has concluded that the adoption of Proposal #5 is not in the best interest of the company's stockholders and recommends a vote against this proposal. Operator, would you please open Mr. Chevedden's line so that he may speak on the proposal.

Hello. This is John Chevedden. Can you hear me okay?

Yes, John, go ahead. We can hear you fine.

This proposal 5, supermajority vote by Kenneth Steiner. [ Charles ] request that the Board take the steps necessary so that each voting requirement in the charter and bylaws that calls for a greater than supermajority vote, like 65%, be eliminated and replaced by a requirement for a majority of the votes cast for and against such proposals. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority vote requirements have been found, be 1 of 6 entrenching mechanisms that are negatively related to company performance according to what matters in corporate governance by Lucian Bebchuk of the Harvard Law School. Supermajority vote requirements are used to block initiatives supported by most shareholders, but opposed by a status quo management. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs and FirstEnergy. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. The proponents of these proposals include Ray T. Chevedden and William Steiner. This proposal topic also received overwhelming 99% support at 2019 Board of Annual Meeting and 93% support at the 2020 Centene Corporation annual meeting. Currently, a 2% minority can frustrate the will of our 64% shareholder majority in an election with 66% of shares casting ballots. In other words, a 2% minority could have the power to prevent shareholders from improving the corporate governance of the company. This can be particularly important during periods of management underperformance or economic downturn. Currently, the role of shareholders is downsized because management can simply ignore an overwhelming a 64% vote of shareholders. Adoption of this proposal will make News Corp more competitive in its corporate governance. The timing is right because each News Corp director received negative votes of between 16% and 33% in 2019. Directors at a well-managed company usually receive less than 5% each in negative votes. As a result of this setback, management should disclose the preliminary percentage votes for each director before the end of this meeting, so that shareholders can see if there is any improvement. The preliminary voting results will not vary much from the final results. Apparently, management feels threatened by this proposal. It failed to give it a balanced presentation in the published meeting materials and printed a negative image next to it that even an illiterate person would understand. Management failed explained that a 65% vote barrier means that 73% of shares that usually vote at the annual meeting would have to approve certain valid topics. Management said that as 65% vote barrier, which is an effect of 73% vote barrier, is designed to protect stockholders, but fails to state that it would protect all stockholders, which is a telling admission as the 65%, 73%, both barrier seems to protect only the inside shareholders. This proposal is likely to obtain majority support for the noninsider shareholders. Please vote yes, supermajority vote proposal 5.

Thank you. At this time, we will address questions from common stock and CDI holders or their proxy holders or qualified representatives on the foregoing proposals only. A general Q&A session will follow later in the meeting. I will now ask Michael Florin, Head of Investor Relations, please state any questions on the proposals received.

There are no questions on the proposals.

Thank you, Mike. There will now be a brief pause to permit any stockholders who wish to cast their votes to do so. As a reminder, if you have submitted your proxy card or voted by telephone or Internet prior to this meeting, your vote has been received by the inspector of elections, and no further action is needed at this time. [Voting]

It is now 3:19 p.m. Eastern Standard Time on November 18, 2020. The polls are now closed. A preliminary report of the inspector of elections reflects that more than a majority of the eligible votes cast have been voted for the election of each of the director nominees, for the ratification of the selection of Ernst & Young, for the advisory approval of executive compensation to hold future advisory approvals of executive compensation every 1 year and against the stockholder proposal. On behalf of the company and the Board of Directors, thank you for your continued support. The final results of this meeting will be filed with the SEC following the meeting. Mr. Chairman, will you now call for the meeting to be adjourned?

The formal portion of the meeting is now adjourned.