Twenty-First Century Fox 2008 Annual Report Download - page 108

NEWSCORP
Notes to the Consolidated Financial Statements (continued)
Note 12 STOCKHOLDERS’ EQUITY
Preferred Stock and Common Stock
Under the News Corporation Restated Certificate of Incorporation, the Company’s Board of Directors (the “Board”) is authorized to issue shares of
preferred stock or common stock at any time, without stockholder approval, and to determine all the terms of those shares, including the
following:
(i) the voting rights, if any, except that the issuance of preferred stock or series common stock which entitles holders thereof to more than
one vote per share requires the affirmative vote of the holders of a majority of the combined voting power of the then outstanding
shares of the Company’s capital stock entitled to vote generally in the election of directors;
(ii) the dividend rate and preferences, if any, which that preferred stock or common stock will have compared to any other class; and
(iii) the redemption and liquidation rights and preferences, if any, which that preferred stock or common stock will have compared to any
other class.
Any decision by the Board to issue preferred stock or common stock must, however, be taken in accordance with the Board’s fiduciary duty to
act in the best interests of the Company’s stockholders. The Company is authorized to issue 100,000,000 shares of preferred stock, par value
$0.01 per share, of which 9,000,000 preferred shares have been designated as Series A Junior Participating Preferred Stock, par value $0.01 per
share. As of June 30, 2008, there were no shares of preferred stock, including Series A Junior Participating Preferred Stock, issued and outstanding.
The Board has the authority, without any further vote or action by the stockholders, to issue preferred stock in one or more series and to fix the
number of shares, designations, relative rights (including voting rights), preferences, qualifications and limitations of such series to the full extent
permitted by Delaware law.
The Company has two classes of common stock that are authorized and outstanding, non-voting Class A Common Stock and voting Class B
Common Stock. Class A Common Stock carried the right to dividends in the amount equal to 120% of the aggregate of all dividends declared on a
share of Class B Common Stock through fiscal 2007. Subsequent to the final fiscal 2007 dividend payment, shares of Class A Common Stock
ceased to carry any rights to a greater dividend than shares of Class B Common Stock.
As of June 30, 2008, there were approximately 52,000 holders of record of shares of Class A Common Stock and 1,500 holders of record of
Class B Common Stock.
In the event of a liquidation or dissolution of the Company, or a portion thereof, holders of Class A Common Stock and Class B Common Stock
shall be entitled to receive all of the remaining assets of the Company available for distribution to its stockholders, ratably in proportion to the
number of shares held by Class A Common Stock holders and Class B Common Stock holders, respectively. In the event of any merger or
consolidation with or into another entity, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to
receive substantially identical per share consideration.
Stockholder Rights Plan
In fiscal 2005, the Board adopted a stockholder rights plan (the “Rights Plan”). Under the Rights Plan, each stockholder of record received a
distribution of one right for each share of voting and non-voting common stock of the Company (the “Rights”).
On August 8, 2006, in accordance with the terms of the settlement of a lawsuit regarding the Company’s stockholder rights plan, the Board
approved the adoption of an Amended and Restated Rights Plan, as amended (the “Rights Plan”), extending the term of the Company’s original
stockholder rights plan from November 7, 2007 to October 20, 2008. Pursuant to the terms of the settlement, on October 20, 2006, the Rights
Plan was approved by a vote of the Company’s Class B stockholders at the Company’s 2006 annual meeting of stockholders. On April 15, 2008, the
Company entered into an amendment to the Rights Plan to amend the final expiration date of the rights issued pursuant to the Rights Plan (the
“Rights”) from October 20, 2008 to April 15, 2008. Accordingly, the Rights expired at the close of business on April 15, 2008 and the Rights Plan
was terminated and is of no further force and effect.
Stock Repurchase Program
In June 2005, the Company announced a stock repurchase program under which the Company is authorized to acquire from time to time up to an
aggregate of $3 billion in Class A Common Stock and Class B Common Stock. In May 2006, the Company announced that the Board had authorized
increasing the total amount of the stock repurchase program to $6 billion. The Company repurchased approximately 20 million and 58 million
shares during the fiscal year ended June 30, 2008 and 2007, respectively. The remaining authorized amount at June 30, 2008 under the Company’s
stock repurchase program was approximately $1,761 million, excluding commissions.
The program may be suspended or discontinued at any time.
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