8-K

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

April 18, 2012

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

NEWS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	001-32352	26-0075658
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NO.)	(IRS EMPLOYER IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE

(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 1.01 Entry into a Definitive Material Agreement.

Please see disclosure set forth under the heading “Voting Agreement with the Murdoch Family Interests” under Item 3.03, which is incorporated by reference into this Item 1.01.

ITEM 3.03 Material Modification to the Rights of Security Holders.

Temporary Suspension of Voting Rights Affecting Non-U.S. Stockholders

On April 18, 2012, News Corporation (the “Company”) announced that in order to ensure compliance with U.S. law, it has suspended the voting rights of 50% of the Class B common stock, par value $0.01 per share (“Class B Common Stock”), held by stockholders who are non-U.S. persons (“Non-U.S. Stockholders”). Accordingly, during the pendency of the suspension of voting rights, 50% of the shares of Class B Common Stock held by Non-U.S. Stockholders will not have voting rights. This suspension of voting rights is effective immediately and will remain in place for as long as the Company deems it necessary to maintain compliance with applicable U.S. law. However, it will not apply in connection with any vote on any matter on which holders of Class A common stock, par value $0.01 per share (“Class A Common Stock”), shall be entitled to vote together with holders of Class B Common Stock as described in the Company’s Restated Certificate of Incorporation. The suspension will not impact the rights of Non-U.S. Stockholders of Class B Common Stock to receive dividends and distributions.

In accordance with Article IV, Section 5 of the Company’s Restated Certificate of Incorporation, the Board of Directors of the Company (the “Board”) approved the suspension of voting rights in order to secure compliance with applicable U.S. law, which states that no broadcast station licensee may be owned by a corporation if more than 25% of that corporation’s stock is owned or voted by Non-U.S. Stockholders (the “Foreign Ownership Threshold”). The Company owns broadcast station licensees in connection with its ownership and operation of 27 U.S. television stations.

The Board has approved this suspension of voting rights in accordance with Article IV, Section 5 of the Company’s Restated Certificate of Incorporation, pursuant to which the Board is authorized to prevent, cure or mitigate the effect of stock ownership above the Foreign Ownership Threshold by taking any action including: refusing to permit ownership or transfer of common stock by a Non-U.S. Stockholder; voiding a transfer of common stock to a Non-U.S. Stockholder; suspending rights of stock ownership if held by a Non-U.S. Stockholder; or redeeming common stock held by a Non-U.S. Stockholder.

The Company will also request that certain holders provide a certification of citizenship to the Company or its agent. Stockholders who hold their stock in registered form or through CHESS Depositary Interests (“CDIs”) who do not provide a certification of U.S. citizen status shall be deemed to be Non-U.S. Stockholders.

Copies of (i) the Notice to Holders of News Corporation Common Stock, (ii) the Notice to Holders of CDIs Over Common Stock (U.S. Addresses) and (iii) the Notice to Holders of CDIs Over Common Stock (Non-U.S. Addresses) issued by the Company are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.

Voting Agreement with the Murdoch Family Interests

On April 18, 2012, the Murdoch Family Trust and K. Rupert Murdoch (together the “Murdoch Family Interests”) entered into an agreement with the Company, whereby the Murdoch Family Interests agreed to limit their voting rights during the voting rights suspension period (the “Voting Agreement”).

Under this Voting Agreement, the Murdoch Family Interests will not vote or provide voting instructions with respect to a portion of their shares of Class B Common Stock to the extent that doing so would increase their percentage of voting power from what it was prior to the suspension of voting rights. Accordingly, after the suspension of voting rights the aggregate percentage vote of the Murdoch Family Interests will remain initially at 39.7% of the outstanding shares of Class B Common Stock not subject to the suspension of voting rights, and the percentage vote may be adjusted as provided in the agreement with the Company.

The foregoing summary of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 8.01 Other Events.

On April 18, 2012, the Company issued a press release announcing the suspension of voting rights of a portion of Class B Common Stock held by Non-U.S. Stockholders and the Voting Agreement with the Murdoch Family Interests. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
4.1	Notice to Holders of News Corporation Common Stock, dated April 18, 2012.
4.2	Notice to Holders of CHESS Depositary Interests Over Common Stock (U.S. Addresses), dated April 18, 2012.
4.3	Notice to Holders of CHESS Depositary Interests Over Common Stock (Non-U.S. Addresses), dated April 18, 2012.
10.1	Form of Voting Agreement by and between the Company and the Murdoch Family Interests, dated April 18, 2012.
99.1	Press Release, dated April 18, 2012.

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 (REGISTRANT)
By:	/s/ Janet Nova
	Janet Nova
	Senior Vice President and Deputy General Counsel

Dated: April 18, 2012

Exhibit Index

Exhibit Number	Description
4.1	Notice to Holders of News Corporation Common Stock, dated April 18, 2012.
4.2	Notice to Holders of CHESS Depositary Interests Over Common Stock (U.S. Addresses), dated April 18, 2012.
4.3	Notice to Holders of CHESS Depositary Interests Over Common Stock (Non-U.S. Addresses), dated April 18, 2012.
10.1	Form of Voting Agreement by and between the Company and the Murdoch Family Interests, dated April 18, 2012.
99.1	Press Release, dated April 18, 2012.

EX-4.1

Exhibit 4.1

ALL DEPOSITORIES, NOMINEES, BROKERS AND OTHERS:

PLEASE FACILITATE THE TRANSMISSION OF THIS NOTICE

TO ALL BENEFICIAL OWNERS

NOTICE TO THE HOLDERS OF

NEWS CORPORATION

CLASS A COMMON STOCK (CUSIP 65248E104)

CLASS B COMMON STOCK (CUSIP 65248E203)

April 18, 2012

Dear Stockholder:

On April 18, 2012, News Corporation (the “Company”) announced that its Board of Directors (the “Board”) determined that the number of shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), held by Non-U.S. Stockholders (as defined later in this notice) is approximately 36% of the Company’s outstanding Class B Common Stock. Under applicable U.S. federal law, no broadcast station licensee may be owned by a corporation if more than 25% of that corporation’s stock is owned or voted by Non-U.S. Stockholders (the “Foreign Ownership Threshold”). The Company is the parent of broadcast station licensees in connection with its ownership and operation of 27 U.S. television stations.

In order to comply with U.S. federal law, and in accordance with Article IV, Section 5 of the Company’s Restated Certificate of Incorporation, the Board today announced the immediate suspension of voting rights of 50% of the Class B Common Stock of the Company held by Non-U.S. Stockholders.

The suspension of voting rights described in this Notice (the “Suspension of Voting Rights”) will remain in place for as long as the Company deems it necessary to secure compliance with applicable law. However, it will not apply in connection with any vote on any matter on which holders of Class A common stock, par value $0.01 per share (“Class A Common Stock”) shall be entitled to vote together with holders of Class B Common Stock as described in the Company’s Restated Certificate of Incorporation.

The Suspension of Voting Rights will only affect shares of Class B Common Stock held by Non-U.S. Stockholders. The Company expects to provide updated information on ownership by Non-U.S. Stockholders no less frequently than as of the record date for each future stockholder meeting, and to revise the Suspension of Voting Rights as necessary based on its ongoing monitoring of the level of foreign ownership.

During the pendency of the Suspension of Voting Rights, the Murdoch Family Trust and K. Rupert Murdoch (together the “Murdoch Family Interests”) have agreed not to vote or provide voting instructions with respect to a portion of their shares of Class B Common Stock they own to the extent that doing so would increase their percentage of voting power. Accordingly, after the Suspension of Voting Rights, the aggregate percentage vote of the Murdoch Family Interests will remain initially at 39.7% of the outstanding shares of Class B Common Stock not subject to the Suspension of Voting Rights, and the percentage vote may be adjusted as provided in the agreement with the Company.

1211 AVENUE OF THE AMERICAS • NEW YORK, NEW YORK 10036 • newscorp.com

The Board has approved this Suspension of Voting Rights in accordance with Article IV, Section 5 of the Company’s Restated Certificate of Incorporation, pursuant to which the Board is authorized to prevent, cure or mitigate the effect of stock ownership above the Foreign Ownership Threshold by taking any action including: refusing to permit ownership or transfer of common stock by a Non-U.S. Stockholder; voiding a transfer of common stock to a Non-U.S. Stockholder; suspending rights of stock ownership if held by a Non-U.S. Stockholder; or redeeming common stock held by a Non-U.S. Stockholder.

If you are a Non-U.S. Stockholder, 50% of your shares of Class B Common Stock are subject to this Suspension of Voting Rights. A Non-U.S. Stockholder is any beneficial owner of Class B Common Stock who is:

• An individual who is not a United States citizen;

• An entity that holds Class B Common Stock on behalf of a person who is not a United States citizen or an entity not organized under the laws of the United States;

• A corporation, partnership, limited partnership, limited liability company or trust that is not organized under the laws of the United States;

• A corporation that is organized under the laws of the United States, with respect to that portion of its stock that is owned of record or voted by non-U.S. citizens or non-U.S. entities;

• A partnership or limited partnership that is organized under the laws of the United States, if it has one or more non-U.S. citizens or non-U.S. entities serving as a general partner or as a limited partner;

• A limited liability company that is organized under the laws of the United States, if any of its membership units are held by non-U.S. citizens or non-U.S. entities; and

• A Trust that is organized under the laws of the United States, if any of the Trustees are non-U.S. citizens or non-U.S. entities (and if any beneficiary is a non-U.S. citizen or non-U.S. entity, with respect to that portion of the Trust that is held for the benefit of such non-U.S. citizen or non-U.S. entity).

For purposes of this definition, a U.S.-organized limited partnership or limited liability company shall not be treated as a Non-U.S. Stockholder if, notwithstanding the presence of limited partners or members who are non-U.S. citizens or non-U.S. entities, the governing document of the partnership or the limited liability company provides that such non-U.S. persons or non-U.S. entities may not be materially involved, directly or indirectly, in the management or operation of the media-related activities of the partnership or the limited liability company.

Foreign Ownership Tracking

In order to ensure compliance with U.S. federal law, the Company is tracking beneficial ownership of both the Class A Common Stock and the Class B Common Stock as follows:

• Registered holders of both Class A Common Stock and Class B Common Stock to provide the Company’s Transfer Agent with a certification of the beneficial owner’s U.S. citizen status, if applicable;

• Holders of Class A Common Stock and Class B Common Stock through the Australian CHESS Depositary Interests (“CDI”) Register to provide the Company’s Australian Share Registrar with a certification of the beneficial owner’s U.S. citizen status, if applicable; and

• CDI holdings to be segregated so that nominee accounts operated on behalf of multiple beneficiaries can be flagged as held by U.S. or Non-U.S. beneficial holders.

Holders who do not provide a certification of U.S. citizen status or who do not segregate nominee accounts as described above shall be deemed to be Non-U.S. Stockholders and shall be subject to the Suspension of Voting Rights if holding Class B Common Stock.

Investors who hold their shares through records of the Depository Trust Company (“DTC”) are already required to segregate shares held by Non-U.S. Stockholders in a separate account pursuant to DTC’s Seg-100 Program.

1211 AVENUE OF THE AMERICAS • NEW YORK, NEW YORK 10036 • newscorp.com

Compliance by Registered Holders

A U.S. Citizenship Certification accompanies this notice. All registered holders who meet the U.S. citizen definition are urged to return all completed U.S. Citizenship Certifications as soon as possible. If you fail to return a completed U.S. Citizenship Certification, you will be deemed to be a Non-U.S. Stockholder and your shares of Class B Common Stock will be subject to the Suspension of Voting Rights until you later provide such a certification.

Questions

If you have any question, please contact the Company’s Transfer Agent at:

Computershare Investor Services LLC

For callers within the U.S. – 877 277 9781

For callers outside the U.S. – +1 781 575 2879

Or the Company’s Australian Share Registrar at:

Computershare Investor Services Pty Ltd

For callers within Australia – 1300 556 239

For callers outside Australia – +61 3 9415 4167

1211 AVENUE OF THE AMERICAS • NEW YORK, NEW YORK 10036 • newscorp.com

EX-4.2

Exhibit 4.2

	News Corporation 1211 Avenue of the Americas New York, NY 10036 newscorp.com
[Name] [Address]	NOTICE TO THE HOLDERS OF CHESS DEPOSITARY INTERESTS OVER NEWS CORPORATION CLASS A COMMON STOCK (CUSIP 65248E104) AND CLASS B COMMON STOCK (CUSIP 65248E203)
	(U.S. Registered Addresses)

April 18, 2012

Dear CDI Holder:

On April 18, 2012, the Board of Directors (the “Board”) of News Corporation (the “Company”) issued a notice (the “Notice”) to all holders of News Corporation Class A common stock and Class B common stock notifying them of the immediate suspension of voting rights (the “Suspension of Voting Rights”) of a portion of Class B common stock held by stockholders of the Company who are Non-U.S. Stockholders (as defined in the Notice). This communication explains how the Suspension of Voting Rights will affect holders of CHESS Depositary Interests (“CDIs”). A copy of the Notice is attached.

If you are a Non-U.S. Stockholder holding CDIs exchangeable for Class B common stock (“Class B CDIs”), 50% of your Class B CDIs are subject to an immediate Suspension of Voting Rights. Accordingly, you will not have a right to direct CHESS Depositary Nominees Pty Ltd., the legal holder of the CDIs, on how it should vote these affected Class B CDIs at any annual or special meeting of stockholders of the Company. The Suspension of Voting Rights will remain in place for as long as the Company deems it necessary to secure compliance with applicable United States federal law. However, it will not apply in connection with any vote on any matter on which holders of Class A common stock shall be entitled to vote together with holders of Class B common stock as described in the Company’s Restated Certificate of Incorporation. The Suspension of Voting Rights will only affect Class B CDIs held by Non-U.S. Stockholders.

Ongoing Tracking of Beneficial Ownership by Non-U.S. Stockholders

In order to ensure compliance with United States federal law, the Company is tracking beneficial ownership of both the Class A common stock and the Class B common stock.

As the registered address on the CDI register is shown as an address in the United States of America, a U.S. Citizenship Certification accompanies this notice. If the beneficial owner of the CDIs qualifies as a U.S. citizen, you will need to complete and return the U.S. Citizenship Certification as soon as possible to ensure that your Class B CDIs will not be subject to the Suspension of Voting Rights going forward.

If you have any questions please contact the CDI Registrar as shown below.

Contact Details:

CDI Registrar: Computershare Investor Services Pty Ltd

For callers within Australia – 1300 556 239

For callers outside Australia – +61 3 9415 4167

Email: irstaxunit@computershare.com.au

Facsimile – +61 3 9473 2408

EX-4.3

Exhibit 4.3

	News Corporation 1211 Avenue of the Americas New York, NY 10036 newscorp.com
[Address]	NOTICE TO THE HOLDERS OF CHESS DEPOSITARY INTERESTS OVER NEWS CORPORATION CLASS A COMMON STOCK (CUSIP 65248E104) AND CLASS B COMMON STOCK (CUSIP 65248E203)

April 18, 2012

Dear CDI Holder:

On April 18, 2012, the Board of Directors (the “Board”) of News Corporation (the “Company”) issued a notice (the “Notice”) to all holders of News Corporation Class A common stock and Class B common stock notifying them of the immediate suspension of voting rights (the “Suspension of Voting Rights”) of a portion of Class B common stock held by stockholders of the Company who are Non-U.S. Stockholders (as defined in the Notice). This communication explains how the Suspension of Voting Rights will affect holders of CHESS Depositary Interests (“CDIs”). A copy of the Notice is attached.

If you are a Non-U.S. Stockholder holding CDIs exchangeable for Class B common stock (“Class B CDIs”), 50% of your Class B CDIs are subject to an immediate Suspension of Voting Rights. Accordingly, you will not have a right to direct CHESS Depositary Nominees Pty Ltd., the legal holder of the CDIs, on how it should vote these affected Class B CDIs at any annual or special meeting of stockholders of the Company. The Suspension of Voting Rights will remain in place for as long as the Company deems it necessary to secure compliance with applicable United States federal law. However, it will not apply in connection with any vote on any matter on which holders of Class A common stock shall be entitled to vote together with holders of Class B common stock as described in the Company’s Restated Certificate of Incorporation. The Suspension of Voting Rights will only affect Class B CDIs held by Non-U.S. Stockholders.

Ongoing Tracking of Beneficial Ownership by Non-U.S. Stockholders

In order to ensure compliance with United States federal law, the Company is tracking beneficial ownership of both the Class A common stock and the Class B common stock.

As the registered address on the CDI register is shown as an address outside of the United States of America, the beneficial owner of the CDIs is deemed to be a Non-U.S. Stockholder unless the CDI Registrar is advised otherwise.

Please refer to the attached Notice to ascertain if the beneficial owner of the CDIs qualifies as a Non-U.S. Stockholder. If the beneficial owner of the CDIs is a Non-U.S. Stockholder no further action is required.

If the beneficial owner of the CDIs qualifies as a U.S. citizen you will need to contact the CDI Registrar at the number shown below at which time further documentation will be provided.

If you have any questions please contact the CDI Registrar as shown below.

Contact Details

CDI Registrar: Computershare Investor Services Pty Ltd

For callers within Australia – 1300 556 239

For callers outside Australia – +61 3 9415 4167

EX-10.1

Exhibit 10.1

April 18, 2012

News Corporation

1211 Avenue of the Americas

New York, New York 10036

Attention: Laura A. Cleveland, Corporate Secretary

Ladies and Gentlemen:

As you know, the Murdoch Family Trust, the K.R. Murdoch 2004 Revocable Trust, Mr. K. Rupert Murdoch, and his minor children (each a “Stockholder” and collectively, the “Stockholders”) are the holders of certain shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of News Corporation (“Company”). This letter (this “Letter”) confirms our mutual agreement that:

1. Stockholders’ Covenant Not to Instruct Vote or Vote. Effective as of the date hereof, (a) so long as the Stockholders own their shares of Class B Common Stock beneficially and not of record, no Stockholder shall provide voting instructions to its broker(s) with respect to its portion of any Excess Shares (as defined herein), such portion to be determined in accordance with the ratio of shares of Class B Common Stock owned by such Stockholder to the number of shares of Class B Common stock owned by the Stockholders collectively (such portion, its “Pro Rata Portion”) and (b) so long as the Stockholders own their shares of Class B Common Stock of record, each of the Stockholders expressly waives its right to, and shall not, exercise any voting rights in respect of its Pro Rata Portion of any Excess Shares. In the event that any Stockholder owns both (i) shares of Class B Common Stock that are held beneficially and not of record and (ii) shares of Class B Common Stock that are held of record, then, for the purposes of this Section 1, the Pro Rata Portion of Excess Shares owned by such Stockholder shall be deemed to be comprised solely of the shares of Class B Common Stock that are held beneficially and not of record by such Stockholder. If the number of shares of Class B Common Stock beneficially owned and not of record by any Stockholder is less than the Pro Rata Portion of Excess Shares owned by such Stockholder, then, in addition to all of the shares of Class B Common Stock beneficially owned and not of record by such Stockholder, a number of shares of Class B Common Stock owned of record by such Stockholder equal to the difference between (x) the Pro Rata Portion of Excess Shares owned by such Stockholder and (y) the number of shares of Class B Common Stock beneficially owned and not of record by such Stockholder shall be deemed to be Excess Shares. Notwithstanding anything to the contrary herein, the restrictions set forth herein shall not apply in respect of any vote in which the holders of the Class A Common Stock, par value $0.01 per share, of the Company (“Class A Common Stock”) and the holders of the Class B Common Stock shall vote together as a single class.

2. Identification of Initial Excess Shares. The Company currently intends to announce to the public its intention to suspend the voting rights of certain shares of Class B Common Stock pursuant to Section 5(c)(ii) of the Company’s Restated Certificate of Incorporation. As promptly as practicable following such announcement, the Company shall notify the Stockholders in writing of the following information as of the most recent practicable date prior to such announcement:

(a) the “Outstanding Shares,” which shall mean the total number of shares of Class B Common Stock,

(b) the “Suspended Foreign Shares,” which shall mean the total number of shares of Class B Common Stock held by “aliens, their representatives, or by a foreign government or representative thereof, or by any corporation organized under the laws of a foreign country” within the meaning of 47 USC § 310(b)(4) in respect of which the Company intends to (i) suspend voting rights pursuant to Section 5(c)(ii) of the Company’s Restated Certificate of Incorporation and/or (ii) redeem pursuant to Section 5(d) of the Company’s Restated Certificate of Incorporation,

(c) the “Stockholders’ Beneficial Ownership Percentage,” which shall mean the quotient of the number of shares of Class B Common Stock owned by the Stockholders divided by the number of Outstanding Shares (it being understood that as of the date hereof, the Stockholders’ Beneficial Ownership Percentage is approximately 39.7%) and

(d) the “Excess Shares,” which shall mean, subject to Section 3, the number that is equal to the product of the Stockholders’ Beneficial Ownership Percentage and the number of Suspended Foreign Shares.

3. Subsequent Excess Share Adjustments. As promptly as practicable following (a) the record date for determining the stockholders of the Company entitled to vote at any annual or special meeting of stockholders of the Company (however noticed or called) or (b) any announcement by the Company to the public of its intention to take an action that would reasonably be expected to have the effect of increasing or decreasing the number of Suspended Foreign Shares, the Company shall publicly disclose and notify the Stockholders in writing of the Company’s updated calculations of Outstanding Shares, Suspended Foreign Shares and Excess Shares, in the case of clause (a), as of such record date and in the case of clause (b), after giving effect to such announced proposed action or equitable adjustment. Upon the Stockholders’ receipt of such written notice, the Stockholders’ obligations hereunder shall be deemed to apply in respect of the Company’s updated calculation of Excess Shares.

4. No Prejudice to Other Rights. Nothing contained herein shall be deemed to prejudice (a) any of the Stockholders’ rights to instruct their broker(s) how to vote, or vote, their shares of Class B Common Stock that are not Excess Shares, (b) any of the Stockholders’ economic rights in respect of its shares of Class B Common Stock (including, without limitation, the right to purchase and sell such shares of Class B Common Stock and to receive dividends or distributions payable to holders of the Shares), (c) any of the Stockholders’ rights in respect of its shares of Class A Common Stock, par value $0.01 of the Company, (d) any of the Stockholders’ rights in respect of shares of Class B Common Stock acquired after the date hereof (other than any such shares that are Excess Shares) or (e) any of the Stockholders’ rights in the event that no shares of Class B Common Stock are Suspended Foreign Shares. It is the intention of the Stockholders and the Company that the Excess Shares be included in any calculation of the number of shares of Class B Common Stock used to determine whether a quorum exists.

5. Disclosure. The Company shall disclose this Letter and any limitation on the Stockholder’s rights that may result therefrom from time to time as and when it deems appropriate in its sole and absolute discretion. Each of the Company and the Stockholders may, from time to time, make such public announcements and filings with governmental authorities as are required by applicable law.

6. Notices. All notices and other communications hereunder shall be in writing and shall be delivered to the address, facsimile number or electronic mail address last specified by the intended recipient to the other parties hereto. All such notices or communications shall be deemed to have been delivered and received (a) if delivered in person, on the day of such delivery, (b) if delivered by facsimile, upon written confirmation of transmission, (c) if delivered by overnight courier, one business day following the day on which such notice is sent, (d) if delivered by electronic mail, upon confirmation of receipt by telephone or responsive electronic mail and (e) if delivered by U.S. mail, four business days after being mailed, certified or registered mail, with postage prepaid.

7. Termination. This Agreement may be terminated at any time by written agreement executed by the Stockholders and the Company; provided, that if the execution of such written agreement occurs at a time during which the number of Excess Shares is greater than zero, no such termination shall be effective prior to the date that is 61 days following the date of such written agreement.

8. Amendment. This Agreement shall not be amended or otherwise modified (a) except by written agreement executed by the Stockholders and the Company or (b) at any time during which the number of Excess Shares is greater than zero, in any manner that would permit any of the Stockholders, or any

2

of their respective affiliates, agents or representatives, to exercise, prior to the date that is 61 days following the date of such amendment, any voting rights in respect of any Excess Shares existing as of the date of such amendment.

9. GOVERNING LAW. THIS LETTER SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

10. Miscellaneous. This Letter may be executed in counterparts, which together shall be considered one and the same agreement. This Letter constitutes the entire agreement, and supersedes all prior agreements and understandings (both written and oral) of the parties hereto with respect to the subject matter hereof. The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.

If you are in agreement with the foregoing, please sign and return the attached copy of this Letter, whereupon this Letter shall become effective as of the date first written above.

[Signature Page Follows]

3

Sincerely,
MURDOCH FAMILY TRUST
By:	CRUDEN FINANCIAL SERVICES LLC,
	AS SOLE TRUSTEE
	By:
	Name:
	Title:
K.R. MURDOCH 2004 REVOCABLE TRUST
By:	K. RUPERT MURDOCH, AS TRUSTEE
By:
	K. RUPERT MURDOCH
GRACE MURDOCH
By:
	Wendi Deng Murdoch
	Mother of minor child
CHLOE MURDOCH
By:
	Wendi Deng Murdoch
	Mother of minor child

ACKNOWLEDGED AND AGREED:

NEWS CORPORATION

By:

Name:

Title:

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release	Contacts-Press:     Jack Horner - 212-852-7952; jhorner@newscorp.com
	Adam Suckling – 61-2-9288-3242; adam.suckling@news.com.au
	Investor Relations:    Reed Nolte – 212-852-7092; rnolte@newscorp.com
	Joe Dorrego – 212-852-7856; jdorrego@newscorp.com

NEWS CORPORATION SUSPENDS VOTING RIGHTS OF A

PORTION OF CLASS B COMMON STOCK HELD BY NON-U.S.

STOCKHOLDERS TO COMPLY WITH U.S. LAW

VOTING POWER OF MURDOCH FAMILY INTERESTS WILL NOT INCREASE

NEW YORK, NY, April 18, 2012 – News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) today announced that in order to ensure compliance with U.S. law, it has suspended the voting rights of a portion of the Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), held by stockholders who are not U.S. citizens (“Non-U.S. Stockholders”). The suspension will not impact the rights of Non-U.S. Stockholders of Class B Common Stock to receive dividends and distributions.

This suspension of voting rights allows the Company to remain compliant with applicable U.S. law governing holders of U.S. broadcast station licenses, which limits both ownership and voting power of corporations owning broadcast station licensees to no more than 25% by Non-U.S. Stockholders. This action secures the critical assets of News Corporation’s valuable television segment, representing the Company’s 27 owned-and-operated stations and the Fox Broadcasting Company, which together generated $4.8 billion in revenue and $681 million in operating profit in fiscal 2011.

Based on information currently available to the Company, the Board of Directors of the Company (the “Board”) has determined that approximately 36% of the Company’s Class B Common Stock is owned by Non-U.S. Stockholders; and the combined ownership of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) and Class B Common Stock by Non-U.S. Stockholders is approximately 22% of the combined outstanding shares of Class A Common Stock and Class B Common Stock. In order to comply with U.S. law and in accordance with Article IV, Section 5 of the Company’s Restated Certificate of Incorporation, the Board approved the immediate suspension of voting rights of 50% of the Class B Common Stock held by Non-U.S. Stockholders.

The suspension of voting rights will remain in place for as long as the Company deems it necessary to maintain compliance with U.S. law. However, it will not apply in connection with any vote on any matter on which holders of Class A Common Stock shall be entitled to vote together with holders of Class B Common Stock as described in the Company’s Restated Certificate of Incorporation.

The Murdoch Family Trust and K. Rupert Murdoch (together the “Murdoch Family Interests”) have entered into an agreement with the Company not to vote or provide voting instructions with respect to a portion of the shares of Class B Common Stock they own during the voting rights suspension period, to the extent that doing so would increase their percentage of voting power from what it was prior to the suspension.

1211 AVENUE OF THE AMERICAS · NEW YORK, NEW YORK 10036 · newscorp.com

Accordingly, after the suspension of voting rights, the aggregate percentage vote of the Murdoch Family Interests will remain initially at 39.7% of the outstanding shares of Class B Common Stock not subject to the suspension of voting rights.

The Company initiated a review of the foreign ownership of its common stock in connection with the regular preparation of its television station renewal applications. The Company expects to provide updated information on ownership of its common stock by Non-U.S. Stockholders no less frequently than as of the record date for each future stockholder meeting, and to revise the suspension of voting rights based on its ongoing monitoring of the level of foreign ownership.

About News Corporation

News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total assets as of December 31, 2011 of approximately US$60 billion and total annual revenues of approximately US$34 billion. News Corporation is a diversified global media company with operations in six industry segments: cable network programming; filmed entertainment; television; direct broadcast satellite television; publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and Latin America.

For more information about the suspension of voting rights, see the Company’s Form 8-K filed today. For more information about News Corporation, please visit www.newscorp.com

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1211 AVENUE OF THE AMERICAS · NEW YORK, NEW YORK 10036 · newscorp.com