News Corporation (Exact Name of Registrant As Specified in Its Charter)
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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 9, 2013 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NEWS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 001-35769 46-2950970 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NO.) IDENTIFICATION NO.) 1211 Avenue of the Americas, New York, New York 10036 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (212) 416-3400 (REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE) (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 8.01 Other Events. On August 9, 2013, News Limited, a subsidiary of News Corporation (“News Corp Australia”), issued a press release announcing the resignation of Kim Williams, Chief Executive Officer of News Corp Australia, and a press release announcing the appointment of Julian Clarke as the new Chief Executive Officer of News Corp Australia. A copy of the press releases announcing the resignation of Kim Williams and the appointment of Julian Clarke are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are being filed with this Current Report on Form 8-K. Exhibit No. Description 99.1 Press release of News Corp Australia, dated August 9, 2013, announcing the resignation of Kim Williams. 99.2 Press release of News Corp Australia, dated August 9, 2013, announcing the appointment of Julian Clarke. 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 By: /s/ Michael L. Bunder Michael L. Bunder Senior Vice President, Deputy General Counsel and Corporate Secretary Dated: August 9, 2013 Exhibit Index Exhibit No. Description 99.1 Press release of News Corp Australia, dated August 9, 2013, announcing the resignation of Kim Williams. 99.2 Press release of News Corp Australia, dated August 9, 2013, announcing the appointment of Julian Clarke. Exhibit 99.1 9 August, 2013 Kim Williams Departs News Corp News Corp (NASDAQ: NWS, NWSA; Temp. ASX tickers: NNC, NNCLV) announced today that Kim Williams has resigned his post as chief executive of News Corp Australia, a role he has held since December 2011. News Corp executive chairman Rupert Murdoch said, “I want to sincerely thank Kim, first for his nearly two decades of service to News Corp; but more importantly, for his loyalty and friendship to me and my family all of these years. “From the early days when we opened Fox Studios Australia, to his tenacious work building Foxtel and FOX SPORTS into the powerhouse it is today, Kim has always operated with great integrity and skill. It was with that in mind that I turned to him and asked him to leave the security of the pay TV business and takeover the whole of our Australian operations as chief executive of News Corp Australia. “Kim has been a steady and courageous leader at a time when our businesses have faced unprecedented pressure and economic challenges. I want to thank him for his unwavering commitment, and the blood, sweat and tears he has put into News Corp Australia. We wish him well in all future endeavours and look forward to continuing our friendship in the years to come.” Mr. Williams was appointed chief executive of News Corp Australia after 10 years as chief executive of Foxtel. He previously held various executive positions, including as chief executive of Fox Studios Australia, the Australian Film Commission, Southern Star Entertainment and Musica Viva Australia, and served as a Senior Executive at the Australian Broadcasting Corporation. Chief executive of News Corp Robert Thomson said, “Kim feels now is the right moment to leave the company, which he has served for two decades, following the successful implementation of the first stage of News Corp Australia’s strategy to drive integration and improve efficiency, to invest in its editorial products and publishing system, and secure a path of growth in a multi-platform world. “He has been a powerful, eloquent and effective advocate for media freedom and freedom of speech in Australia. His leadership against hastily conceived ‘reforms’ ensured that the vigorous and vital debate that has characterised our country will endure. We all owe him a debt of gratitude for that strong and principled stand.” …cont over/ NEWS LIMITED — ABN 47 007 871 178 — 2 HOLT STREET — SURRY HILLS — 2010 — NSW — AUSTRALIA Mr. Williams said, “I am confident that I leave the company in a strong position and with good foundations for the future. It has been a privilege to work for News Corp across almost 20 years, and I have no doubt it will remain the most memorable element in my professional commercial life. News has many of the finest people in media in our country, and I salute them and their continuing efforts in their service of Australia and Australians.” Added Mr. Thomson, “Kim leaves a remarkable, sustaining legacy at these companies and on modern media in Australia. He will no doubt continue to make important contributions to the development of a dynamic, outward-looking, meritocratic country.” -ends- Released by News Corp Australia Corporate Affairs For further details contact: Adam Suckling – Director of Policy, Corporate Affairs & Community Relations T: 02 9288 3242 M: 0419 205 488 E: [email protected] About News Corp Australia News Corp Australia is part of one of the world’s largest and leading global media and information services businesses - News Corp. News Corp Australia’s portfolio of national, metropolitan, regional, community and specialist multi-platform brands include The Australian, The Daily Telegraph, Herald Sun, The Courier-Mail, The Advertiser (Adelaide), The Sunday Times (Perth), The Mercury (Hobart), NT News, Townsville Bulletin, The Cairns Post, Gold Coast Bulletin, Geelong Advertiser, The Weekly Times, news.com.au, Fox Sports, Eureka Report, Business Spectator, Vogue Australia, GQ, donna hay, Kidspot and taste.com.au. News Corp Australia News also has significant investments in allied Australian media enterprises Foxtel, REA Group and AAP. NEWS LIMITED — ABN 47 007 871 178 — 2 HOLT STREET — SURRY HILLS — 2010 — NSW — AUSTRALIA Exhibit 99.2 9 August, 2013 Julian Clarke appointed chief executive of News Corp Australia News Corp (NASDAQ: NWS, NWSA; Temp. ASX tickers: NNC, NNCLV) announced today the appointment of Julian Clarke as chief executive of News Corp Australia. He succeeds Kim Williams, who is stepping down from the position following a nearly 20-year career with News Corp. Mr. Clarke begins his new role on Monday, August 12. Mr. Clarke is an accomplished leader in the media industry and has been associated with News Corp Australia or its associated companies for 30 years, most recently as chairman of The Herald and Weekly Times. News Corp executive chairman Rupert Murdoch said, “I am so pleased to have Julian taking the helm at News Corp Australia. He is an experienced executive with a unique understanding of our company’s culture, and the immense energy and clarity of vision necessary to drive our properties forward at this challenging time for all media in all countries. He will certainly bring out the very best in the talented teams in our Australian broadcasting, digital and publishing properties, and have the full support of our dynamic global network.” News Corp chief executive Robert Thomson added, “Julian has vast experience, sublime leadership skills and a profound understanding of the news business. Combined with our deep digital and broadcast bench, his appointment positions us exquisitely for the next phase of development in an era of great upheaval in the media business.” In addition to its leading stable of newspapers and digital properties and assets, News Corp Australia enjoys a strong broadcasting team, led by Richard Freudenstein of Foxtel and Patrick Delany of FOX SPORTS Australia. News Corp Australia owns 50 per cent of the former, as well as a majority share of REA Group, led by Greg Ellis. Mr. Clarke said, “It’s a great honour to take on this role in such engaging times. The combination of our assets and talented people makes me confident that we are well placed to embrace the future and further build this exciting company.” Mr. Clarke served as general manager of The Herald and Weekly Times newspaper division prior to News’ successful takeover bid for the HWT group in 1987. He was then appointed deputy chief executive of Queensland Press and returned to Melbourne in 1991 as managing director of HWT, a position he held for 16 years. Mr. Clarke has held directorships on both News Corp Australia and HWT boards. …cont over/ NEWS LIMITED — ABN 47 007 871 178 — 2 HOLT STREET — SURRY HILLS — 2010 — NSW — AUSTRALIA Mr. Clarke is a past board member of the Royal Children’s Hospital in Melbourne and past chairman of the Royal Children’s Hospital Foundation. He is currently a Trustee of Arts Centre Melbourne.