8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

November 10, 2021

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Amendment to Named Executive Officer Employment Arrangements

On November 9, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of Fox Corporation (the “Company”) unanimously approved an extension of the term of the employment and compensatory arrangements with the Company’s named executive officers through June 30, 2026 for Messrs. Lachlan K. Murdoch and Steven Tomsic, and through June 30, 2025 for Messrs. John P. Nallen and Viet D. Dinh. In addition, the Committee unanimously approved (a) an increase, beginning July 1, 2022, in the annual base salary and target annual equity award for Mr. Tomsic to $1,750,000 and $3,000,000, respectively; and (b) the elimination of each named executive officer’s opportunity to earn an annual bonus award and continued vesting of performance-based incentive equity awards following a termination for cause.

The foregoing description of the employment agreement amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement amendments, which will be filed as exhibits to the Company’s Form 10-Q for the quarter ending December 31, 2021 to be filed with the U.S. Securities and Exchange Commission.

The Company held its Annual Meeting of Stockholders on November 10, 2021. A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters are set forth below.

Proposal 1: The following individuals were elected as directors:

Proposal 2: A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022 passed and was voted upon as follows:

Proposal 3: A proposal to approve, on an advisory, nonbinding basis, named executive officer compensation passed and was voted upon as follows:

Proposal 4: A stockholder proposal to disclose direct and indirect lobbying activities and expenditures did not pass and was voted upon as follows:

Proposal 5: A stockholder proposal to transition to a public benefit corporation did not pass and was voted upon as follows:

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.

November 10, 2021