The Institutional Shareholder Services (ISS), said the phone hacking scandal at the News of the World “laid bare a striking lack of stewardship and failure of independence”.
The firm also criticised the board’s decision to approve a 180 per cent increase in Mr Murdoch’s cash bonus to $12.5m (£8.5m) in the year to June 2011, soon after the phone hacking fallout began.
ISS recommended that shareholders vote against re-electing Mr Murdoch, his sons James and Lachlan as well as chief operating officer Chase Carey. Only veteran lawyer Joel Klein and venture capitalist Jim Breyer were backed by the ISS.
News Corp said it “strongly disagrees” with the analysis, adding that the “ISS’s disproportionate focus on these issues is misguided and a disservice to our stockholders”.
The annual general meeting is in Los Angeles on 21 October.