8-KLeadership Changes

Fox Corp 8-K Report, Executive Changes (Apr 26, 2019)

Filed April 26, 2019For Securities:FOXAFOX

Summary

This 8-K filing by Fox Corporation (FOXA) details the execution of employment agreements with key executive officers, specifically Lachlan K. Murdoch (Executive Chairman and CEO), John P. Nallen (Chief Operating Officer), Viet D. Dinh (Chief Legal and Policy Officer), and Steven Tomsic (Chief Financial Officer). These agreements, effective from March 19, 2019, through June 30, 2022, formalize compensation arrangements previously disclosed. The filing outlines the base salary, bonus eligibility, and long-term incentive participation for these executives, along with specific terms related to termination and severance. Of particular note are the provisions for Lachlan K. Murdoch, which include substantial severance benefits and enhanced legacy retirement benefits. Other executives' agreements mirror Mr. Murdoch's in many aspects, though they do not include the same legacy severance or retirement benefits. The agreements also stipulate restrictive covenants, including confidentiality, cooperation, non-solicitation, and non-competition clauses, designed to protect the company's interests.

Key Highlights

  • 1Formalized employment agreements for key executives (L.K. Murdoch, Nallen, Dinh, Tomsic) through June 30, 2022.
  • 2Lachlan K. Murdoch appointed as Executive Chairman and CEO, with detailed compensation and severance terms.
  • 3Severance packages for L.K. Murdoch vary based on termination timing and circumstances, including enhanced benefits during a change in control period.
  • 4L.K. Murdoch is entitled to legacy enhanced retirement benefits and enhanced retirement health and life insurance.
  • 5John P. Nallen (COO) has an employment agreement substantially similar to L.K. Murdoch's, with the exception of legacy severance benefits.
  • 6Viet D. Dinh (Chief Legal and Policy Officer) and Steven Tomsic (CFO) also have substantially similar agreements, excluding legacy severance and retirement benefits.
  • 7All executive agreements include standard restrictive covenants like confidentiality, cooperation, non-solicitation, and non-competition.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally document and disclose the execution of employment agreements with four key executive officers of Fox Corporation: Lachlan K. Murdoch, John P. Nallen, Viet D. Dinh, and Steven Tomsic. These agreements outline their roles, compensation, and the terms of their employment through June 30, 2022.

Lachlan K. Murdoch has the most comprehensive terms, including eligibility for legacy enhanced retirement benefits and more substantial severance packages, especially in cases of termination without cause or for good reason, or during a change in control. John P. Nallen's agreement is largely similar but excludes legacy severance benefits. Viet D. Dinh and Steven Tomsic have agreements that also exclude legacy severance and enhanced retirement benefits, making their packages less extensive compared to Mr. Murdoch's.

The employment agreements for these key executives are effective from March 19, 2019, and will conclude on June 30, 2022.

The employment agreements include several restrictive covenants designed to protect the company. These generally consist of perpetual confidentiality obligations, a cooperation covenant for the duration of employment and three years after, a non-solicitation of employees covenant for 12 months post-employment, and a non-competition covenant during employment and for 12 months thereafter.