NWS DEF 14A

News Corp (NWSA)

DEF 14A 2026-09-23 For: 2026-11-05

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Added on September 23, 2026

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		YOUR VOTE IS IMPORTANT
		Even if you plan to participate in the Annual Meeting virtually, we encourage you to vote and submit your proxy in advance by:
					visiting www.proxyvote.com (common stock) or www.investorvote.com.au (CDIs)
					returning your signed proxy card or voting instruction form
					calling 1-800-690-6903 toll-free from the United States, U.S. territories and Canada (common stock only)
		Advance voting deadlines are noted on page 77 of the proxy statement

	Proxy Summary					1
	Proposal 1: Election of Directors					4
	Corporate Governance Matters					11
	Corporate Governance Policies					12
	Stockholder Engagement					12
	Annual Director Elections and Majority-Voting Policy					13
	Director Independence					13
	Independent Oversight and Executive Sessions of Independent Directors					13
	Board Leadership Structure					14
	Board Committees					15
	Director Attendance					17
	Board’s Role in Strategy					18
	Board Oversight of Risk					18
	Board Oversight of AI					19
	Related Person Transactions Policy					19
	Executive Succession Planning					20
	Annual Board and Committee Evaluations					20
	Board Succession Planning and Director Nomination Process					21
	Stockholder Recommendation of Director Candidates					21
	Communicating with the Board					22
	Board Responsiveness					22
	Director Compensation					24
	Stock Ownership Guidelines for Non-Executive Directors					26
	Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm					27
	Fees Paid to Independent Registered Public Accounting Firm					27
	Rotation of Independent Registered Public Accounting Firm					28
	Audit Committee Pre-Approval Policies and Procedures					29
	Report of the Audit Committee					30
	Proposal 3: Advisory Vote to Approve the Compensation of the Named Executive Officers					32

	Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation					33
	Executive Officers					34
	Compensation Discussion and Analysis					35
	Executive Summary					35
	Executive Compensation Practices					39
	Named Executive Officer Compensation					40
	Comparative Market Data and Industry Trends					50
	Severance Arrangements					51
	Stock Ownership Guidelines for Executive Officers					51
	Clawback Policies					52
	Securities Trading Policy and Prohibition on Hedging of News Corporation Stock					52
	Equity Award Grant Practices					52
	Report of the Compensation Committee					53
	Risks Related to Compensation Policies and Practices					53
	Executive Compensation					54
	Summary Compensation Table					54
	Grants of Plan-Based Awards Table					56
	Outstanding Equity Awards Table					57
	Option Exercises and Stock Vested Table					59
	Pension Benefits Table					59
	Nonqualified Deferred Compensation Table					60
	Employment Agreements					61
	Potential Payments upon Termination					62
	Pay Ratio					66
	Pay versus Performance					67
	Equity Compensation Plan Information					72
	Security Ownership of News Corporation					73
	Information about the Annual Meeting					75
	2026 Proxy Materials					75
	Voting Instructions and Information					76
	Participating in the Annual Meeting					79
	2027 Annual Meeting of Stockholders					81
	Other Matters					81

	Date and Time:			November 5, 2026 at 10:00 a.m. (Eastern Standard Time)
	Virtual Meeting Location:			The Annual Meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/NWS2026. For further information about participating in the Annual Meeting, please see “Information About the Annual Meeting—Participating in the Annual Meeting” beginning on page 79.
	Record Date:			September 10, 2026
	Voting:			■ Holders of Class B Common Stock are entitled to vote on the Internet at www.proxyvote.com, by telephone at 1-800-690-6903 or by completing and returning their proxy card or voting instruction form by 11:59 p.m. (Eastern Standard Time) on November 4, 2026; or by participating in the Annual Meeting at www.virtualshareholdermeeting.com/NWS2026.
				■ Holders of Class B CDIs are entitled to vote on the Internet at www.investorvote.com.au or by completing and returning their voting instruction form by 5:00 p.m. (Australian Eastern Daylight Time) on November 2, 2026.

	Page	Voting Standard	Board Vote Recommendation
Proposal 1: Election of Directors	4	Majority of votes cast	FOR each Director nominee
Proposal 2: Ratification of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal 2027	27	Majority of votes cast	FOR
Proposal 3: Advisory Vote to Approve the Compensation of the Named Executive Officers	32	Majority of votes cast	FOR
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation	33	Majority of votes cast	1 YEAR

	■ Annual Election of All Directors				■ No Stockholder Rights Plan (“poison pill”)
	■ Majority Vote Standard and Director Resignation Policy in Uncontested Director Elections				■ Director Overboarding Policy
	■ Independent Lead Director with Robust Responsibilities				■ All Audit Committee Members are “Audit Committee Financial Experts”
	■ Key Standing Board Committees Comprised Solely of Independent Directors				■ Compensation Committee Oversees Chief Executive Officer (“CEO”) Succession Planning Process
	■ Executive Sessions of Independent Directors Held at Every Regular Board Meeting				■ Robust Global Compliance Program including Compliance Steering Committee overseen by the Audit Committee
	■ Annual Board and Committee Self-Evaluations				■ Active Stockholder Engagement Program with Unaffiliated Class A and Class B Stockholders
	■ Risk Oversight by the Board and Committees				■ Comprehensive Standards of Business Conduct and Statement of Corporate Governance
	■ Dedicated “AI Subcommittee” of the Audit Committee to support oversight of risks and opportunities related to artificial intelligence (“AI”)				■ Board and Committee Oversight of Sustainability and Corporate Responsibility Matters; Annual Social Impact Report

	We Pay for Performance				We Seek to Mitigate Compensation-Related Risk
	■ Majority of our named executive officers’ (“NEOs’”) fiscal 2026 target compensation was “at risk,” variable and performance-based ➤ CEO’s target compensation was 84% “at risk”				■ Annual compensation risk assessment
					■ No guaranteed bonuses
					■ Anti-hedging policy applicable to all Directors and employees, including the NEOs
	■ At least 70% of equity compensation and two-thirds of target annual cash incentive compensation is tied to performance against pre-established, specific, measurable financial performance targets				■ Performance on ethics and compliance and other sustainability and corporate responsibility objectives directly impacts payout of individual qualitative portion of annual cash incentive awards as a negative-only adjustment
	■ Balanced mix of diversified long- and short-term performance metrics to incentivize and reward the achievement of multi-dimensional aspects of our operational and long-term business strategy				■ Clawback policies triggered by certain accounting restatements and significant misconduct applicable to performance- and time-based incentive compensation granted to the NEOs and certain other employees
	■ No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company				■ Rigorous stock ownership guidelines for all NEOs and Non-Executive Directors (as defined herein)

	Lachlan K. Murdoch
	Chair Age 55 Director since: June 2013			Key Experience, Qualifications and Board Contributions ■ Mr. L.K. Murdoch has unique and extensive knowledge of the Company, its history and its operations through serving as Co-Chair of the Company’s Board since 2014 before becoming sole Chair in November 2023, and at the Company’s former parent, News Corporation, having served as a Director since 1996 and in senior executive roles, including Deputy Chief Operating Officer, from 1994 to 2005. ■ Mr. L.K. Murdoch provides the Board with invaluable insight on long-term strategic planning and execution, large-scale cost rationalization and organizational structure evaluation gained as Chief Executive Officer and Executive Chair of Fox Corporation and as Executive Chairman of Fox Corporation’s former parent, Twenty-First Century Fox, Inc. (“21st Century Fox”). ■ Mr. L.K. Murdoch’s executive leadership roles at a number of media companies also allow him to offer impactful guidance to the Board and leadership team on how the rapidly changing digital media landscape affects News Corp’s businesses. Other Key Skill Sets ■ Led many significant transactions, including News Corp’s purchase of a controlling stake in REA Group, a leading online real estate business in Australia, which was initiated by Mr. L.K. Murdoch with an initial strategic investment of approximately $1 million and resulted in a corporate asset with a market capitalization of over $20 billion AUD ■ Extensive operational, strategic and financial experience serving in several senior leadership positions within Fox Corporation, 21st Century Fox and News Corporation, including as Deputy Chief Operating Officer, with oversight of HarperCollins and the Company’s Australian businesses, including REA, Chairman of News Limited (now known as News Corp Australia); Publisher of the New York Post and on the Board of Foxtel ■ Strong leadership in developing global strategies and guiding the overall corporate agenda
				Employment and Other Experience 2019–Present Executive Chair, Fox Corporation (a news, sports and entertainment company) 2018–Present Chief Executive Officer, Fox Corporation 2015–2019 Executive Chairman, 21st Century Fox (a diversified global media and entertainment company) 2014–2015 Co-Chairman, 21st Century Fox 2005–Present Executive Chairman, Illyria Pty Ltd (a private company) 2009–2022 Executive Chairman, NOVA Entertainment (an Australian media company) 2012–2014 Non-Executive Chairman, Ten Network Holdings Limited (an Australian media company) 2011–2012 Acting Chief Executive Officer, Ten Network Holdings Limited 2000–2005 Deputy Chief Operating Officer, News Corporation (the Company’s former parent) 1994–2005 Various roles, News Corporation
				Other Corporate Directorships Fox Corporation (2019–Present) 21st Century Fox (formerly News Corporation) (1996–2019) Ten Network Holdings Limited (2010–2014)

	Robert J. Thomson
	Chief Executive Age 65 Director since: June 2013			Key Experience, Qualifications and Board Contributions ■ Mr. Thomson has been central in publishing industry efforts to negotiate fair payments from social media and other technology companies for news content that they benefit from, contributing to News Corp’s historic levels of profitability since fiscal 2022. ■ Under his management and leadership, The Wall Street Journal was consistently one of the most innovative and successful newspapers in the U.S. Mr. Thomson greatly expanded The Wall Street Journal’s global reach through the digital initiatives of WSJ.com, and as Managing Editor of the U.S. edition of the Financial Times, Mr. Thomson led its drive into the U.S. market, where sales trebled during his tenure. ■ Mr. Thomson’s keen understanding of the evolving U.S. and international markets in which the Company operates and his commitment to generating high quality content make him a valuable resource for the Board. Other Key Skill Sets ■ Extensive business, operational and international experience in the publishing industry through his career as a financial journalist, foreign correspondent and editor ■ Demonstrated ability to deliver financial results as a leader across an array of diverse media properties with unique business models, technologies and customers
				Employment and Other Experience 2013–Present Chief Executive, News Corp 2008–2012 Editor-in-Chief, Dow Jones 2008–2012 Managing Editor, The Wall Street Journal 2007–2008 Publisher, Dow Jones 2002–2007 Editor, The Times of London 1998–2002 Managing Editor (U.S. edition), Financial Times 1985–1998 Various roles, Financial Times

	José María Aznar
	Independent Director Age 73 Director since: June 2013 Committees: ■ Audit ■ Nominating and Corporate Governance (Chair)			Key Experience, Qualifications and Board Contributions ■ Mr. Aznar brings to the Board strategic planning expertise and leadership skills from his extensive experience including serving as President of Spain. ■ Mr. Aznar provides valuable international perspective into government and public policy matters, offering unique and deep knowledge with respect to countries where the Company operates globally. ■ Mr. Aznar brings to his role as Nominating and Corporate Governance Committee Chair strong knowledge of corporate governance and strategy gained through his governmental and corporate board experience. Other Key Skill Sets ■ International economic policy experience gained overseeing Spain’s participation in the Eurozone, financial and risk management expertise developed as a leader at the highest levels of government and training as a public accountant ■ Digital and technology experience from his service on the Board of Afiniti Ltd., a developer of AI systems Employment and Other Experience 1989–Present President, Foundation for Social Studies and Analysis (a political research and educational organization focused on Spain) 2014–Present President, el Instituto Atlántico de Gobierno (an organization for higher education that he founded) 2018–Present Special Advisor, Latham & Watkins LLP (a law firm) 2004–2016 Honorific President, Partido Popular of Spain 2012–2015 Distinguished Fellow, Chair of the Atlantic Basin Initiative, School of Advanced International Studies, Johns Hopkins University 2004–2012 Distinguished Scholar in the Practice of Global Leadership, Georgetown University 2005–2006 Member, State Council of Spain 1996–2004 President of Spain 1990–2004 Executive President, Partido Popular of Spain Other Corporate Directorships Afiniti Ltd. (2016–2024) 21st Century Fox (2006–2013)

	Natalie Bancroft
	Independent Director Age 46 Director since: June 2013 Committees: ■ Compensation ■ Nominating and Corporate Governance			Key Experience, Qualifications and Board Contributions ■ Ms. Bancroft has developed deep knowledge of strategic planning, corporate governance, management succession planning, global brands and risk management through her public company board and committee service, adding valuable perspective to the deliberations of the Board. ■ Ms. Bancroft has served as a Director of the Company’s predecessor since its acquisition of Dow Jones in 2007. ■ Ms. Bancroft also brings experience with business development and management processes gained as a technology company founder. Other Key Skill Sets ■ Global perspective due to her international and culturally diverse background ■ Background in journalism and arts Employment and Other Experience 2020–2022 Co-Founder, SpoonFull LLC (a technology company focused on independent restaurant supply chains) 2019–2022 Director, California Ballet (a professional ballet company) 2016–2021 Director, Pacific Arts Society (a non-profit performing arts company) Other Corporate Directorships 21st Century Fox (2007–2013)

	Ana Paula Pessoa
	Independent Director Age 59 Director since: June 2013 Committees: ■ Audit (Chair of AI Subcommittee) ■ Nominating and Corporate Governance			Key Experience, Qualifications and Board Contributions ■ Ms. Pessoa contributes digital and technology expertise from her leadership roles at Kunumi Inteligencia Artificial SA (“Kunumi”), a leading Brazilian AI company, before its sale in 2024, and the Kunumi Institute, a nonprofit focused on AI research, and her leadership of and investment in technology companies. ■ Ms. Pessoa brings to the Board strong strategic leadership, business development and financial skills, including from her roles with Kunumi and Brunswick Group and serving as Chief Financial Officer of the Olympic Games and Globo Organizations. ■ Ms. Pessoa also has in-depth knowledge of the media industry, having gained extensive experience during her tenure at Globo with its newspaper, Internet, cable and satellite television and telecom operations. Other Key Skill Sets ■ Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity and AI, gained through her tenure at Kunumi and other technology companies ■ Extensive leadership, strategic planning and corporate governance experience gained through her executive leadership positions and public company board service Employment and Other Experience 2000–Present Founder and Partner, Avanti SC (a strategic planning firm) 2025–Present Strategy and Resources Advisor, Kunumi Institute (nonprofit in Brazil focused on AI research) 2017–2024 Partner, Kunumi (an AI company in Brazil) 2017–2023 Director, Kunumi 2017–2022 Chair, Kunumi 2017–2019 Chief Strategy Officer, Kunumi 2015–2017 Chief Financial Officer, 2016 Olympic and Paralympic Summer Games (Rio de Janeiro) 2012–2015 Partner, Brunswick Group (an international corporate communications firm) 2011–2015 Partner, Black-Key Participações SA (a company investing in digital start-up companies in Brazil) 2011–2015 Partner, Neemu Internet (an e-commerce technology firm) 2001–2011 Chief Financial Officer, Globo Organizations (a media group in South America) 1993–2001 Various roles, Globo Organizations Other Corporate Directorships Cosan S.A. (2022–2025) Suzano S.A. (2019–2024) Credit Suisse Group AG (2018–2023) Vinci SA (2015–2023)

	Masroor Siddiqui
	Independent Lead Director Age 54 Director since: June 2013 Committees: ■ Audit (Chair) ■ Compensation (Chair)			Key Experience, Qualifications and Board Contributions ■ Mr. Siddiqui has deep expertise in finance, investment and global markets, as a result of his executive leadership roles with Naya Capital Management UK and other global investment firms. ■ Mr. Siddiqui brings extensive experience evaluating businesses in media, technology and other industries relevant to the Company’s businesses. ■ Mr. Siddiqui provides expertise in financial oversight and accounting through his financial executive experience, enhancing the Audit Committee’s oversight of risks that may arise out of financial planning and reporting. Other Key Skill Sets ■ Extensive experience leading complex organizations on the alignment of financial and strategic objectives and an understanding of cost discipline and organizational structure through his experience as a chief executive officer Employment and Other Experience 2012–Present Chief Executive Officer, Naya Capital Management UK Limited (an investment firm that he co-founded) 2009–2011 Partner, Children’s Investment Fund Management (UK) LLP (a hedge fund) 2006–2009 Managing Director, Canyon Partners (an investment firm) 2004–2006 Senior Vice President, Putnam Investments (an investment firm)

		Board Composition and Practices			■ Majority of independent Directors ■ Independent Lead Director with robust responsibilities ■ Executive sessions of independent Directors held at every regular Board meeting ■ Annual Board and committee self-evaluations ■ Director overboarding policy, with which all current Board members comply
		Board Committees			■ Key standing Board Committees comprised solely of independent Directors ■ Committees authorized to retain independent advisors ■ All Audit Committee members are “audit committee financial experts” ■ Compensation Committee oversees CEO succession planning process
		Stockholder Rights and Engagement			■ Annual election of all Directors ➤ Majority vote standard and Director resignation policy in uncontested Director elections ■ Annual stockholder advisory vote to approve NEO compensation ■ Active stockholder engagement program with our unaffiliated Class A and Class B stockholders that includes participation by independent Directors ■ No stockholder rights plan (“poison pill”)
		Strategy, Risk, AI, Compliance and Sustainability/Corporate Responsibility Oversight			■ Board sets the strategic vision for the Company ➤ Annual review of long-term strategic plan and discussion of strategy at every regular meeting ■ Board oversees management’s identification and management of risk ➤ Involvement at both full Board and individual committee level ■ Dedicated “AI Subcommittee” supports the Audit Committee in its oversight of risks and opportunities related to AI ■ Audit Committee assists the Board in its oversight of the Global Compliance Program and the activities of the Company’s Compliance Steering Committee ■ Board and its Committees oversee sustainability and corporate responsibility matters ➤ Company’s goals, efforts and progress on such matters shared with stakeholders through annual social impact report
		Equity and Compensation			■ Stock ownership guidelines for the NEOs and Non-Executive Directors ■ Prohibitions on hedging Company stock by Directors and employees, including the NEOs ■ Clawback policies triggered by certain accounting restatements and significant misconduct applicable to performance- and time-based incentive compensation granted to the NEOs and certain other employees

	Chair			Chief Executive			Independent Lead Director
	Lachlan K. Murdoch			Robert J. Thomson			Masroor Siddiqui

	Lead Director Duties and Responsibilities
	■ Presiding over all meetings of the Board at which the Chair is not present, including executive sessions of the independent Directors				■ Calling meetings of the independent Directors, if desired
	■ Communicating to the Chair feedback from executive sessions, as appropriate				■ Participating in the Compensation Committee’s evaluation of the performance of the CEO
	■ Serving as liaison between the Chair and the independent Directors				■ Supervising annual self-evaluations of the Directors in coordination with the Nominating and Corporate Governance Committee
	■ Meeting with the Audit Committee and/or the Compliance Steering Committee periodically				■ Supervising the Board’s determination of the independence of its Directors
	■ Approving Board meeting agendas and information sent to the Board				■ Ensuring availability for consultation and direct communications, if requested by major stockholders
	■ Approving meeting schedules to assure that there is sufficient time for discussion of all agenda items

		Audit Committee				Primary Responsibilities Assist the Board in its oversight of: ■ the Company’s accounting and financial reporting processes and systems of internal control, including the audits of the Company’s financial statements and the integrity of its financial statements; ■ the qualifications, independence and performance of the Company’s independent registered public accounting firm and the performance of the Company’s corporate auditors and corporate audit function; ■ the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters; ■ investigations into complaints concerning financial matters; ■ risks that may have a significant impact on the financial statements; ■ the Global Compliance Program and the activities of the Compliance Steering Committee; ■ the Company’s policies and practices with respect to risk assessment and risk management, including discussing with management the Company’s major financial, technology and cyber-related risk exposures and steps taken to monitor and control such exposures; and ■ the review, approval and ratification of related person transactions. Financial Expertise and Independence The Board has determined that all of the members of the Audit Committee are able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement, “financially sophisticated” (in accordance with Nasdaq listing rules), “audit committee financial experts” (as defined under SEC rules) and independent (in accordance with SEC rules and Nasdaq listing rules for directors and audit committee members). Report The Report of the Audit Committee is set forth beginning on page 30 of this proxy statement.
		Met 7 times in fiscal 2026 Members Masroor Siddiqui (Chair) José María Aznar Ana Paula Pessoa

		Compensation Committee				Primary Responsibilities ■ to review and approve goals and objectives relevant to the compensation of the CEO, evaluate the performance of the CEO and recommend to the Board the compensation of the CEO; ■ to review, in conjunction with the CEO, and approve goals and objectives relevant to the compensation, evaluate the performance and approve the compensation of the other executive officers; ■ to consider, authorize and oversee the incentive compensation plans in which the Company’s executive officers participate and the Company’s equity-based plans, including the granting of awards thereunder; ■ to review and approve equity awards and other fixed and performance-based compensation, benefits and terms of employment of the executive officers and such other senior executives as identified by the Compensation Committee; ■ to review and approve employment and severance arrangements for executive officers, including employment, separation, change-in-control and similar agreements; ■ to review and approve or ratify principal terms of other employment and separation arrangements that meet certain criteria (e.g., exceeding certain compensation thresholds) set by the Compensation Committee; ■ to review the recruitment, retention, compensation, termination and severance policies and other benefit plans for senior executives; ■ to review and assist with the development of CEO and other executive succession plans, to consult with the CEO regarding the selection of senior executives and to report such executive succession plans to the Board; ■ to review annually the form and amount of compensation of Non-Executive Directors for service on the Board and its committees and to recommend changes to the Board as appropriate; ■ to annually review the Company’s compensation policies and practices for its employees to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company; ■ to oversee engagement and communications with stockholders on executive compensation and human capital matters, and review and assess the results of stockholder votes on executive compensation matters, including the Company’s most recent advisory vote on executive compensation; ■ to approve and administer the Company’s clawback policies, and review and revise the same from time to time as appropriate; and ■ to assist the Board, as necessary, in reviewing and assessing the Company’s risks, opportunities, strategies and policies related to human capital management, including with respect to matters such as health, safety and security, workforce engagement and culture, and talent development, retention and succession planning. Independence The Board has determined that all of the members of the Compensation Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act) and independent (in accordance with SEC rules and Nasdaq listing rules for directors and compensation committee members). Delegation Pursuant to its charter, the Compensation Committee may delegate its authority to one or more subcommittees, members of the Board or officers of the Company, to the extent permitted by law, when it deems appropriate and in the best interests of the Company. The Compensation Committee has delegated to Mr. Thomson or his designee the authority to make awards of stock-based compensation within certain prescribed limits to eligible employees and other service providers who are not Section 16 officers or Directors of the Company. Any awards made by Mr. Thomson pursuant to this authority are reported to the Compensation Committee on an annual basis. Further discussion of the processes and procedures for the consideration and determination of the compensation paid to the NEOs during fiscal 2026, including discussion of the role of compensation consultants, is found in the section titled “Compensation Discussion and Analysis” below. Report The Report of the Compensation Committee is set forth on page 53 of this proxy statement.
		Met 4 times in fiscal 2026 Members Masroor Siddiqui (Chair) Natalie Bancroft

		Nominating and Corporate Governance Committee				Primary Responsibilities ■ to develop and recommend to the Board criteria for identifying and evaluating Director candidates and periodically review these criteria; ■ to review the qualifications of candidates for Director suggested by Board members, stockholders, management and others in accordance with criteria recommended by the Nominating and Corporate Governance Committee and approved by the Board; ■ to establish procedures for consideration of Board candidates recommended for the Nominating and Corporate Governance Committee’s consideration by the Company’s stockholders; ■ to consider the performance, contributions and independence of incumbent Directors in determining whether to nominate them for re-election; ■ to recommend to the Board a slate of nominees for election or re-election to the Board at each annual meeting of stockholders (or, if applicable, at a special meeting of stockholders); ■ to recommend to the Board candidates to be elected to the Board as necessary to fill vacancies and newly created directorships; ■ to make recommendations to the Board as to determinations of Director independence; ■ to advise and make recommendations to the Board on corporate governance matters, including with respect to stockholder engagement and stockholder proposals; ■ to develop and oversee in coordination with the Lead Director, an annual self-evaluation process for the Board; ■ to monitor and evaluate the orientation and training needs of Directors and make recommendations to the Board where appropriate; ■ to oversee a succession planning process for the Board and its committees, including as to key Board and committee leadership roles; ■ to assist the Board, as necessary, in reviewing and assessing the Company’s risks, opportunities, strategies and policies related to sustainability and corporate responsibility matters relevant to its business, to the extent not the responsibilities of other committees; and ■ to review periodically the Company’s policies and practices regarding political contributions. Independence The Board has determined that all of the members of the Nominating and Corporate Governance Committee are independent (in accordance with SEC rules and Nasdaq listing rules applicable to directors).
		Met 4 times in fiscal 2026 Members José María Aznar (Chair) Natalie Bancroft Ana Paula Pessoa

Board Cash Retainer	$	100,000
Board Deferred Stock Unit (“DSU”) Retainer	$	195,000
Lead Director Retainer	$	50,000
Audit Committee Chair Retainer	$	25,000
Compensation Committee Chair Retainer	$	15,000
Nominating and Corporate Governance Committee Chair Retainer	$	12,500
Audit Committee Member Retainer	$	15,000
Compensation Committee Member Retainer	$	10,000
Nominating and Corporate Governance Committee Member Retainer	$	10,000

Name	Fees Earned or Paid in Cash			Stock Awards(a)			All Other Compensation(b)			Total
Lachlan K. Murdoch		$	100,000		$	202,696		$	784,856		$	1,087,552
José María Aznar		$	137,500		$	202,696		$	18,852		$	359,048
Natalie Bancroft		$	120,000		$	202,696		$	—		$	322,696
Ana Paula Pessoa		$	125,000		$	202,696		$	22,322		$	350,018
Masroor Siddiqui		$	215,000		$	202,696		$	17,658		$	435,354

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested
Lachlan K. Murdoch		41,043
José María Aznar		41,043
Natalie Bancroft		41,043
Ana Paula Pessoa		41,043
Masroor Siddiqui		41,043

	Fiscal 2026			Fiscal 2025
Audit Fees(a)		$	17,976,000		$	20,886,000
Audit-Related Fees(b)			448,000			522,000
Tax Fees(c)			2,561,055			2,615,000
All Other Fees(d)			445,333			300,000
Total Fees		$	21,430,388		$	24,323,000

Name	Age	Position with the Company
Robert J. Thomson	65	Chief Executive Officer
Lavanya Chandrashekar	54	Chief Financial Officer
David B. Pitofsky	61	General Counsel
Julian Delany	54	Chief Technology Officer
Ruth Allen	48	Chief Human Resources Officer

	Name			Title
	Robert J. Thomson			Chief Executive Officer
	Lavanya Chandrashekar			Chief Financial Officer
	David B. Pitofsky			General Counsel
	Julian Delany			Chief Technology Officer
	Ruth Allen			Chief Human Resources Officer

		Drive Company Performance			• Emphasizes variable, performance-based compensation • Includes a balance of short- and long-term compensation elements to motivate and reward superior performance without encouraging unnecessary and excessive risk-taking
		Align Pay with Performance			• Based on a mix of performance metrics to hold executives accountable for Company and individual performance • Does not guarantee incentive compensation (bonuses or equity awards); payouts are determined based on achievement of rigorous performance targets
		Attract, Retain and Motivate Leadership Talent			• Designed to be competitive to attract and retain the highest quality talent • Considers compensation practices and trends in relevant industries

Named Executive Officer	Annual Base Salary			Target Annual Cash Incentive			Target Long-Term Equity Incentive			Total Direct Compensation
Robert J. Thomson		$	3,000,000		$	5,000,000		$	10,500,000		$	18,500,000
Lavanya Chandrashekar		$	1,400,000		$	2,500,000		$	2,600,000		$	6,500,000
David B. Pitofsky		$	1,400,000		$	2,000,000		$	2,400,000		$	5,800,000
Julian Delany		$	850,000		$	850,000		$	850,000		$	2,550,000
Ruth Allen(a)		$	900,000		$	900,000		$	1,000,000		$	2,800,000

	What We Do
	• Majority of compensation is “at risk”—variable, performance-based compensation comprises significant majority of NEO compensation • Pay-for-performance philosophy—executive compensation is directly tied to Company and individual performance, with the majority of pay earned through the achievement of challenging goals aligned with the Company’s strategic plan • Multiple performance metrics—balanced mix of diversified performance metrics measured over short- and long-term time horizons to incentivize and reward the achievement of multiple dimensions of our operational and long-term business strategy • Capped payouts of annual cash incentives and long-term equity incentives • Performance on ethics and compliance and other sustainability and corporate responsibility objectives directly impacts NEO annual cash incentive payouts as a negative-only adjustment • Clawback policies triggered by certain accounting restatements and significant misconduct applicable to performance- and time-based incentive compensation granted to the NEOs and certain other employees • Stock ownership guidelines apply to all NEOs and Non-Executive Directors • Annual compensation risk assessment to ensure that compensation program does not encourage excessive risk-taking • Independent compensation consultant provides no other services to the Company • Regular stockholder feedback through annual say-on-pay vote and robust ongoing engagement program

	What We Do Not Do
	• No guaranteed bonuses • No targeting of specific percentiles versus peers in setting compensation levels • No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company • NEO employment agreements do not contain enhanced severance in the event of a change in control • No excise tax gross-ups or tax gross-ups on NEO perquisites • No hedging of Company stock held directly or received as equity compensation by Directors or employees, including the NEOs • No re-pricing of stock options or SARs without stockholder approval • No payment of dividend equivalents unless and until underlying performance- or time-based equity awards vest • No pension credit for years not worked; value of equity-based compensation not included in pension calculations

	Fiscal 2026 Annual Cash Incentive
Named Executive Officer	Target			Maximum
Robert J. Thomson		$	5,000,000		$	10,000,000
Lavanya Chandrashekar		$	2,500,000		$	5,000,000
David B. Pitofsky		$	2,000,000		$	4,000,000
Julian Delany		$	850,000		$	1,700,000
Ruth Allen(a)		$	861,882		$	1,723,764

		Named Executive Officer			Fiscal 2026 Achievements and Contributions
		Robert J. Thomson Chief Executive Officer			• Oversaw robust financial performance from continuing operations, with Total Segment EBITDA* up 15% and Revenue up 7% for the fiscal year, strong free cash flow performance and a strong balance sheet • Continued to advance the Company’s strategic focus on core growth pillars • Continued the transformation of asset mix to more digital and recurring revenues, with digital revenues accounting for over 60% of total revenues, resulting in improved revenue and profit growth • Oversaw a robust capital allocation strategy by expanding the Company’s $1 billion stock repurchase program and accelerating the pace of buybacks to over four times the prior rate to capitalize on the stock’s intrinsic value and maximize shareholder returns • Accelerated the integration of AI across the Company to optimize workflows, enhance operational efficiencies and drive incremental revenue through strategic content licensing and innovative digital product development • Strategically positioned News Corp as premier “AI Inputs” company by securing a landmark, multi-year licensing agreement with Meta and expanding high-value data partnerships with OpenAI and Bloomberg • Continued to lead industry-wide advocacy for the value of intellectual property, engaging with regulatory bodies to help ensure content creators receive fair compensation from dominant digital distribution platforms • Continued to lead the international debate about political bias in the advertising industry leading to effective boycotts against independent media • Championed critical legal efforts to enable the Company to capitalize on unprecedented opportunities from generative AI while protecting the Company’s valuable intellectual property from novel risks • Drove record-breaking growth and transformation at Dow Jones by successfully scaling the platform’s B2B information through the integration of Oxford Analytica, Dragonfly Intelligence and Eco-Movement, and reaching over 6.7 million subscriptions and expanding digital revenue to a dominant 84% of segment revenue • Spearheaded the Dow Jones investor briefing, increasing transparency into the business and its long-term growth drivers • Oversaw strong progress at Move as it successfully navigated difficult macroeconomic conditions in the U.S. housing market to achieve an 11% revenue increase driven by innovation, product development, and audience gains; and REA Group achieved record-breaking performance underpinned by strong yield growth and financial services expansion • Oversaw the re-investment in the New York Post to capitalize on sizable market opportunities through the launch of the California Post • Continued strong performance of the Book Publishing business, which included strong physical and digital sales • Continued to improve credit rating metrics, prompting S&P Global and Moody’s to assign the Company a positive outlook
		Lavanya Chandrashekar Chief Financial Officer			• Oversaw record financial performance, with Total Segment EBITDA up 15% and revenue up 7% for the fiscal year, strong free cash flow performance and a strong balance sheet • Continued to advance the Company’s strategic focus on core growth pillars • Maintained a strong focus on engagement with investors, analysts and rating agencies to facilitate continued alignment of the market with the Company’s strategic growth initiatives and capital allocation priorities

		Named Executive Officer			Fiscal 2026 Achievements and Contributions
					• Implemented a robust capital allocation strategy by expanding the Company’s $1 billion stock repurchase program and accelerating the pace of buybacks to over four times the prior rate to capitalize on the stock’s intrinsic value and maximize shareholder returns • Continued to support the transformation of asset mix to more digital and recurring revenues, with digital revenues accounting for over 60% of total revenues, resulting in improved revenue and profit growth • Accelerated the integration of AI across the Company to optimize workflows, enhance operational efficiencies and drive incremental revenue • Championed the digitalization and democratization of financial data to enhance business decision-making across the enterprise • Maintained a relentless focus on operational efficiencies, including improving working capital and ongoing efficiencies to drive the Company’s earnings and cash flow profile, as well as strategically leveraging outsourcing • Supported record-breaking growth and transformation at Dow Jones by successfully scaling the platform’s B2B information through the integration of Oxford Analytica, Dragonfly Intelligence and Eco-Movement, and reaching over 6.7 million subscriptions and expanding digital revenue to a dominant 84% of segment revenue • Provided critical input to the Dow Jones investor briefing, increasing transparency into the business and its long-term growth drivers • Supported strong progress at Move as it successfully navigated difficult macroeconomic conditions in the U.S. housing market to achieve an 11% revenue increase driven by innovation, product development and audience gains; and REA Group achieved record-breaking performance underpinned by strong yield growth and financial services expansion • Supported re-investment in the New York Post to capitalize on sizable market opportunities through the launch of the California Post • Continued to support the strong performance of the Book Publishing business, which included strong physical and digital sales
		David B. Pitofsky General Counsel			• Oversaw critical legal efforts to champion the “Value of Provenance” in the global AI ecosystem, simultaneously pursuing copyright infringement litigation with Perplexity and Brave Software to protect the Company’s valuable intellectual property from novel risks • Oversaw legal efforts to strategically position News Corp as a premier “AI Inputs” company by securing a landmark, multi-year licensing agreement with Meta, expanding high-value data partnerships with OpenAI and Bloomberg, and engaging with Google and Apple on strategic renewals • Oversaw legal aspects of the Company’s leadership of the global industry debate on the “content contradiction,” advocating for legislative and regulatory frameworks that ensure dominant tech platforms provide fair compensation for the high-quality journalism that powers their AI models • Managed global litigation strategy and docket, including civil lawsuits arising out of U.K. newspaper matters, antitrust litigation against OPIS, and responding to a grand jury subpoena issued to OPIS by the Department of Justice and a civil investigative demand issued to OPIS by a state attorney general • Oversaw legal and compliance efforts in connection with acquisitions and divestitures, commercial transactions and strategic relationships

		Named Executive Officer			Fiscal 2026 Achievements and Contributions
					• Oversaw legal aspects of ongoing engagement with stockholders, including through an investor briefing detailing Dow Jones’s profound transformation and strategic pathway • Oversaw enhancements to compliance protocols, procedures and training, with continued emphasis on a culture of compliance and the importance of managers’ roles in driving compliance, measuring effectiveness of the compliance program, and assessing compliance-related risks • Oversaw enhancements to the Company’s program relating to antitrust compliance, including formally designating roles and responsibilities for antitrust compliance, and identifying specific antitrust risk areas and mitigation steps around those risks (including in-person training) • Oversaw global data privacy program, including policies and procedures consistent with the Company’s Global Data Privacy Governance Framework, and the embedding of data privacy standards and awareness throughout the Company’s operations and business; conducted a global Privacy Program Effectiveness Assessment to evaluate programs in light of the evolving risk landscape, regulatory environment, technologies and business needs • Oversaw legal and regulatory aspects of the Company’s programs and processes for cybersecurity, information governance and records retention, including in connection with SEC cybersecurity disclosure requirements • Oversaw legal aspects of the enhancement of AI technology governance, including the Company-wide Global AI Principles • Oversaw legal aspects of human resources matters, including labor and employment • Oversaw legal efforts to enhance corporate governance • Provided leadership in the Company’s focus on sustainability, including with respect to the Company’s annual social impact report and other sustainability disclosures • Oversaw legal efforts in connection with the Company’s robust capital allocation strategy, including the $1 billion stock repurchase program • Enhanced operational efficiency through productivity initiatives leveraging AI
		Julian Delany Chief Technology Officer			• Provided ongoing guidance and leadership to the Company’s business units to strengthen strategic alignment, deepen partnerships, identify collaborative opportunities and build a community of industry-leading technology talent • Accelerated the integration of AI across the Company to optimize workflows, enhance operational efficiencies and drive incremental revenue • Engineered structural productivity savings through AI-driven operational efficiencies, targeted capital expenditure reductions, strategic offshoring and software cost optimization to fund critical growth initiatives • Directed capital and operational savings into high-priority enterprise programs, including advanced content distribution mechanisms, agentic trading capabilities and further optimization of the Company’s global human resource management system • Played a pivotal role in identifying and securing incremental revenue opportunities through strategic agreements with major tech platforms and delivered robust tech-enablement for commercial distribution deals

		Named Executive Officer			Fiscal 2026 Achievements and Contributions
					• Advanced the Company’s digital strategy by focusing on innovative growth initiatives, leveraging partnerships and tech platforms, spearheading the scaled, horizontal replication of centralized and business unit-specific AI efficiency platforms, systematically overhauling the software delivery lifecycle by embedding agentic-based AI capabilities across the engineering operation • Accelerated the global deployment and user adoption of the Company’s proprietary Newsroom technology, NewsPress, driving operational excellence across the Company’s diverse newsrooms globally • Provided leadership and facilitated collaboration through the ongoing development of video strategy, improving production workflows and building the modernized video tech ecosystem • Furthered the consolidation and unification of data to drive enhanced data sharing across the business units, enabling shared intelligence and data dexterity for global analytics and audience data aggregation to power innovative advertising, marketing, personalization products and sophisticated agentic trading capabilities • Drove the alignment of cybersecurity initiatives, championing proactive investments and robust governance to monitor, mitigate and defend against a heightened global risk environment and an increasingly sophisticated, AI-infused threat landscape
		Ruth Allen Chief Human Resources Officer			• Continued to provide strategic leadership and guidance to the Company’s diverse businesses in their ongoing change and optimization efforts • Oversaw people and culture practices across the Company’s businesses • Strengthened the Company’s organizational agility by continuing to enhance the Company’s global talent mobility strategy and succession planning processes • Accelerated the integration of AI across the Company to optimize workflows, enhance operational efficiencies and drive incremental revenue • Defined and executed a long-term HR technology strategy by successfully integrating AI capabilities into the tech stack and democratizing people data to enable real-time reporting that drives business decisions • Innovated foundational HR practices to improve service quality and efficiency across all areas of HR, including talent attraction, retention, development and rewards • Continued to support and monitor the Company’s cultural and employee engagement strategies and outcomes • Guided the continued evolution of the Company’s global Health, Safety and Security program across its diverse risk profile, including the ongoing support of staff deployed to high-risk locations and the mitigation of complex digital risks • Continued efforts to ensure the global property portfolio is strategically optimized to suit the Company’s evolving business needs • Oversaw sustainability efforts globally, including the Company’s long-standing Global Environmental Initiative, efforts to reduce operational carbon emissions toward the goal of achieving net zero carbon emissions by fiscal 2050 and preparations for global reporting regulations

		Named Executive Officer			Fiscal 2026 Achievements and Contributions
					• Led and managed philanthropy efforts in the communities in which employees live and work in line with the Company’s strategic giving pillars and causes resonant with the Company’s business units • Progressed AI efforts across HR teams and the education of employees on adopting AI practices into their workflows • Continued to oversee and promote robust governance around the Company’s extensive benefits portfolio, including 401(k) and other retirement benefits • Continued to oversee internal controls related to people-related compliance requirements