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July 29, 2009
CORRESPONDENCE FILED VIA EDGAR
AND OVERNIGHT DELIVERY
Mr. Daniel Morris
Attorney-Advisor
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | News Corporation | |||
Form 10-K for the Fiscal Year Ended June 30, 2008 | ||||
Filed August 13, 2008 | ||||
File No. 001-32352 | ||||
Definitive Proxy Statement on Schedule 14A | ||||
Filed August 19, 2008 | ||||
File No. 001-32352 |
Dear Mr. Morris:
Pursuant to our telephone conversations with the Staff, set forth below is the supplemental response of News Corporation (the “Company”) to comment #3 from the Staff’s letter of comment dated June 12, 2009 relating to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 19, 2008. This response amends our response to comment #3 and shall supersede our response #3 set forth in our letters dated June 16, 2009 and June 22, 2009. For your convenience, we have repeated comment #3 set forth in the Staff’s comment letter.
Schedule 14A
3. | We note that the form of letter agreement applies only to awards or grants of restricted shares for the fiscal year ended June 30, 2009. Please tell us whether you intend to reinstate the matching award program, or a similar program, in subsequent fiscal periods. If so, please confirm that you will disclose in future filings the performance targets related to any |
News Corporation
July 29, 2009
Page 2 of 2
such program to the extent achievement of the targets would affect the compensation payable to your named executive officers. |
The form of letter agreement pertains only to awards for the fiscal year ending June 30, 2009 because the term of Mr. DeVoe’s employment agreement expires in November 2009. The Company confirms that it will disclose in future filings the performance targets related to the Non-NEO Equity Award Program, or a similar program, to the extent achievement of the targets or failure to achieve the targets is tied to the compensation payable to the Company’s named executive officers. The foregoing undertaking shall not be interpreted to require disclosure of such performance targets in the event that discretionary awards are made to the Company’s named executive officers.
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Should you have any other questions, please do not hesitate to contact the undersigned at (212) 918-8270.
Sincerely, | ||
/s/ Amy Bowerman Freed | ||
Amy Bowerman Freed | ||
Hogan & Hartson LLP |