Proxy advisory group ISS has urged Twenty-First Century Fox Inc shareholders to vote against the reelection of Chairman Rupert Murdoch and some other board members at an annual shareholders meeting this month, criticizing the company's adoption of a poison pill.
News Corp in May put in place a poison pill provision for one year after the splitting off its media and entertainment businesses, seeking to prevent hostile takeovers. It will be triggered if someone acquires more than 15 percent of the stock of either company.
Saying the company should have put the plan to a shareholder vote, Institutional Shareholder Services called for an independent board chairman to replace Murdoch.
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It also recommended voting against his sons James and Lachlan Murdoch, 21st Century Fox executive Chase Carey, as well other nominees David DeVoe, Roderick Eddington, James Breyer, Viet Dinh and Alvaro Uribe.
But it endorsed independent directors Delphine Arnault, Jacques Nasser, and Robert Silberman.
Twenty-First Century Fox countered that the current board had delivered good returns for shareholders and had strengthened corporate governance.
"ISS' proxy analysis is completely out of touch with reality given the incredible value created under the leadership of 21st Century Fox's returning director nominees," company spokesman Nathaniel Brown wrote in an email.
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This year's shareholder meeting will be held on October 18 in Los Angeles.
ISS' recommendations are a reversal from last year when it endorsed the controlling Murdoch family.
The year before that, the UK phone hacking scandal that engulfed News Corp prompted the proxy advisor to urge investors to vote against its directors. Shareholders reelected the board that year and failed to approve a proposal to oust Rupert Murdoch from his chairman post.
ISS also said on Tuesday that the company's slow response to allegations of illegal phone hacking in United Kingdom may concern some shareholders. 21st Century Fox's Brown responded that ISS has a "disproportionate focus on historical matters."
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News Corp has a history of potential takeovers. In 2004, Liberty Media Corp's John Malone quietly snapped up a 20 percent voting stake in the company. The move prompted Murdoch to swap his stake in DirecTV and other assets for Malone's shares in News Corp.
The media and entertainment business of the former News Corporation has been trading separately from Murdoch's publishing assets since the end of June. Rupert Murdoch controls both companies through his roughly 40 percent stake in Class B voting shares.