In a 12-minute exchange last year, one disapproving shareholder gave Rupert Murdoch, the company’s chairman and chief executive, a copy of “Man Bites Murdoch,” an autobiographical book about an editor’s clashes with the media giant, and asked if he would be attending the comedian Jon Stewart’s “Rally to Restore Sanity and/or Fear” in Washington. Mr. Murdoch said he would be in Australia.
But that incident might seem tame once this year’s meeting ends Friday afternoon in Los Angeles. The gathering is expected to be the company’s most contentious in years, with frustrated shareholders taking the microphone to demand accountability after a phone-hacking scandal in Britain that has embarrassed the company.
Investors will also have the chance to vote on the company’s board members, including Mr. Murdoch and his sons, James and Lachlan. While the family’s 40 percent stake virtually guarantees they will be re-elected, the chorus of discontent has put the company in an uncustomary defensive position.
The most forceful, and potentially most ominous protest is likely to come from Tom Watson, the British Labour Party legislator who has led the investigation into phone-hacking at News Corporation’s British newspaper unit. Mr. Watson, who acquired nonvoting proxy shareholder status to attend the meeting, said he planned to accuse the company of engaging in further criminal wrongdoing involving surveillance techniques that extend beyond the phone hacking. He did not discuss potential evidence.
“A lot of institutional investors do not know the scope nor the implications of what’s happening in the U.K.,” Mr. Watson said in a phone interview. “You can delegate power but not responsibility, and Rupert Murdoch for whatever reason has failed to put in corporate governance arrangements that prohibit crimes from being committed.”
A News Corporation spokeswoman, Teri Everett, declined to comment.
The company has done its part to carefully orchestrate the gathering. For the first time, News Corporation, citing security concerns, has made attendees register and R.S.V.P. before the event. Rather than holding the meeting at its usual venue, the Hudson Theater in New York, it will take place at the 476-seat Darryl F. Zanuck Theater on the gilded Art Deco-style Fox Studios lot near Beverly Hills, Calif.
News Corporation said attendance would be similar to previous years and that it was not uncommon for companies to change locations for annual meetings. The Los Angeles venue was chosen because the company’s entertainment division, which makes shows like “Modern Family” and movies like “Avatar,” is a major contributor to its financial growth, News Corporation said.
Some shareholders will get up to 15 minutes to speak directly to Mr. Murdoch, according to people who have attended previous meetings. “That can be a pretty long 15 minutes,” said Digby Gilmour, head of telecommunications and media research at C.L.S.A. Australia.
Stephen Mayne, a director at the Australian Shareholders’ Association, and the person who presented Mr. Murdoch with the book last year, said he planned to travel from Sydney to attend. A former News Corporation employee and longtime shareholder, Mr. Mayne has attended 12 annual meetings.
Mr. Murdoch has in recent years grown increasingly impatient with shareholder speeches, Mr. Mayne said. “I got 40 minutes of back and forth in 1999,” he said, adding: “But he’s gotten a lot tougher as he’s gotten older.”
Mr. Mayne’s advice for shareholders standing up to confront Mr. Murdoch? “He’ll shut you down. You’ve got to be quick and polite but firm at the same time.”
Any dissent will largely be symbolic. Mr. Murdoch owns nearly 40 percent of voting shares, and 7 percent belong to Prince Walid bin Talal of Saudi Arabia, who has expressed his support for the board. As many as 30 percent of shareholders are expected to cast votes against Murdoch family members, several analysts estimated. Shareholder activists will dominate the meeting, since large institutional investors do not typically air grievances in such a public forum, analysts said. “There will be a lot of noise, but at the end, not a lot of change,” Mr. Gilmour said.
The meetings typically begin with Mr. Murdoch opening the floor to questions, Mr. Mayne said. At the end of the exchanges, he gives a state-of-the-company address. That talk could become a more prominent part of the presentation as Mr. Murdoch lays out the shareholder-friendly actions News Corporation has recently taken, said a Deutsche Bank Securities analyst, Doug Mitchelson.
One of them is a $5 billion stock buyback program currently under way, which has countered some investors’ concerns about News Corporation’s decision in July to withdraw its $12 billion bid for the British Sky Broadcasting Group. Chase Carey, chief operating officer, has said he would pursue additional stock buybacks on top of the $5 billion program. “As much as we thought Sky was a good deal, buying back stock is a better deal,” said Michael Nathanson, an analyst at Nomura Securities.
Company executives are sure to point out on Friday that even as most media companies struggle, News Corporation shares are up about 14 percent with a 52-week high of $18.35. The stock closed at $17.05 on Thursday.
Last year, before the revelations of widespread phone-hacking, Mr. Mayne questioned Mr. Murdoch about allegations of hacking in 2006 involving two News of the World journalists, Clive Goodman and Andy Coulson.
“There has been two parliamentary inquiries, which have found no further evidence or any other thing at all,” Mr. Murdoch responded, according to a transcript. “If anything was to come to light, we challenge people to give us evidence, and no one has been able to do so.”
In the end, the meeting will most likely give a platform to critics of the company’s corporate governance and not be a referendum on its financial performance.
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