8-K
Fox Corp (FOXA)
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 3, 2022
Fox Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Delaware | 001-38776 | 83-1825597 |
|---|---|---|
| (STATE OR OTHER JURISDICTION<br>OF INCORPORATION) | (COMMISSION<br>FILE NO.) | (IRS EMPLOYER<br>IDENTIFICATION NO.) |
1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br>Symbols | Name of Each Exchange<br>on Which Registered |
|---|---|---|
| Class A Common Stock, par value $0.01 per share | FOXA | The Nasdaq Global Select Market |
| Class B Common Stock, par value $0.01 per share | FOX | The Nasdaq Global Select Market |
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
Fox Corporation (the “Company”) held its Annual Meeting of Stockholders on November 3, 2022. 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:
| Name | For | Against | Abstain | Broker<br>Non-Votes | |||
|---|---|---|---|---|---|---|---|
| K. Rupert Murdoch AC | 209,498,954 | 2,377,206 | 75,428 | 9,880,558 | |||
| Lachlan K. Murdoch | 200,719,030 | 11,148,069 | 84,489 | 9,880,558 | |||
| William A. Burck | 208,303,747 | 3,567,777 | 80,064 | 9,880,558 | |||
| Chase Carey | 210,004,924 | 1,863,262 | 83,402 | 9,880,558 | |||
| Anne Dias | 208,051,708 | 3,811,884 | 87,996 | 9,880,558 | |||
| Roland A. Hernandez | 208,297,555 | 3,568,961 | 85,072 | 9,880,558 | |||
| Jacques Nasser AC | 204,429,100 | 7,442,639 | 79,849 | 9,880,558 | |||
| Paul D. Ryan | 194,451,173 | 17,392,144 | 108,271 | 9,880,558 |
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, 2023 passed and was voted upon as follows:
| For: | 221,642,373 |
|---|---|
| Against: | 111,614 |
| Abstain: | 78,159 |
Proposal 3: A proposal to approve, on an advisory, nonbinding basis, named executive officer compensation passed and was voted upon as follows:
| For: | 201,080,708 |
|---|---|
| Against: | 10,710,102 |
| Abstain: | 160,778 |
| Broker Non-Votes: | 9,880,558 |
Proposal 4: A proposal to amend the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation passed and was voted upon as follows:
| For: | 211,224,994 |
|---|---|
| Against: | 228,010 |
| Abstain: | 498,584 |
| Broker Non-Votes: | 9,880,558 |
Proposal 5: A stockholder proposal to disclose money spent on lobbying did not pass and was voted upon as follows:
| For: | 21,015,703 |
|---|---|
| Against: | 189,354,316 |
| Abstain: | 1,581,569 |
| Broker Non-Votes: | 9,880,558 |
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.
| FOX CORPORATION | |
|---|---|
| By: | /s/ Viet D. Dinh |
| Name: | Viet D. Dinh |
| Title: | Chief Legal and Policy Officer |
November 3, 2022