Rupert Murdoch’s control over media conglomerate 21st Century Fox faces a renewed challenge from a shareholder who cites scandals at the mogul’s companies.
Fox recommends shareholders oppose the proposal by the Nathan Cummings Foundation, which held 947 voting shares, to eliminate the dual-class stock structure that gives Mr Murdoch control, according to a regulatory filing on Thursday.
Investors will decide on the non-binding measure at the annual meeting scheduled for November 15 in Los Angeles.
Despite owning 17 per cent of the outstanding shares, executive chairman Mr Murdoch controls almost 40 per cent of the voting power, according to the filing and a statement by the foundation.
The group has unsuccessfully pursued a similar change at another Murdoch company, News Corp, for several years and proposed such a change at Fox in 2013.
“There are a number of reasons, including all of the various high-profile scandals that the company has faced,” said Laura Campos, director of corporate and political accountability at the New York-based foundation.
“We have long argued that scandals like these are in large part a result of a capital structure that fosters a lack of accountability.”
Dual-class arrangements, which give one group of stockholders sway over another, “can cause entrenchment because they prevent removal of a controller”, the foundation said.
The foundation said the Fox board “may limit its consideration of non-Murdoch candidates for top executive positions”.
Allegations of sexual harassment at Fox News Channel also “drew our attention back to the company”, Ms Campos said. The group came close to winning a non-binding vote at News Corp in 2015, she added.
In response, Fox’s board said the structure was “appropriate and is in the best interest of the company and its stockholders”.
The company added that an independent board overseeing the management and the appointment of a lead director reinforced accountability.
The dual-class structure also gave the company financing flexibility by being able to issue non-voting Class A shares, Fox said in the proxy statement. Moreover the structure was common among other media companies such as Comcast and Viacom, Fox said.