Form 8-K - Current report

0001754301FALSE00017543012024-11-192024-11-190001754301us-gaap:CommonClassAMember2024-11-192024-11-190001754301us-gaap:CommonClassBMember2024-11-192024-11-19

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 19, 2024

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

001-38776

83-1825597

(STATE OR OTHER JURISDICTION OF INCORPORATION)

(COMMISSION FILE NO.)

(IRS EMPLOYER IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

[phone]

(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 Symbols

Name of Each Exchange 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. ☐

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Item 5.07			Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on November 19, 2024. 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 Non-Votes
Lachlan K. Murdoch			181,675,897			28,403,341			80,524			4,247,796
Tony Abbott AC			203,048,387			7,082,337			29,038			4,247,796
William A. Burck			200,527,392			9,602,857			29,513			4,247,796
Chase Carey			200,227,593			9,903,740			28,429			4,247,796
Roland A. Hernandez			202,446,160			7,686,163			27,439			4,247,796
Margaret “Peggy” L. Johnson			208,590,222			1,530,894			38,646			4,247,796
Paul D. Ryan			158,497,379			51,631,667			30,716			4,247,796

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, 2025 passed and was voted upon as follows:

For:									214,319,114
Against:									60,386
Abstain:									28,058

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

For:									195,653,229
Against:									14,467,168
Abstain:									39,365
Broker Non-Votes:									4,247,796

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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/ Adam G. Ciongoli
						Name: Adam G. Ciongoli
						Title: Chief Legal and Policy Officer

November 19, 2024

Document and Entity Information	Nov. 19, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	Fox Corporation
Amendment Flag	false
Entity Central Index Key	0001754301
Document Type	8-K
Document Period End Date	Nov. 19, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38776
Entity Tax Identification Number	83-1825597
Entity Address, Address Line One	1211 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	212
Local Phone Number	852-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Stock, par value $0.01 per share
Trading Symbol	FOXA
Security Exchange Name	NASDAQ
Common Class B [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class B Common Stock, par value $0.01 per share
Trading Symbol	FOX
Security Exchange Name	NASDAQ

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