8-KCorporate ChangesExhibits & Filings

Fox Corp 8-K Report, Bylaw Amendment (Nov 20, 2019)

Filed November 20, 2019For Securities:FOXAFOX

Summary

Fox Corporation (FOXA) has filed an 8-K detailing the elimination of its Series A Junior Participating Preferred Stock. This action follows the expiration of the company's Rights Agreement, which was a protective measure put in place to prevent hostile takeovers. The elimination of this preferred stock class, which had no shares issued or outstanding, simplifies the company's capital structure by returning these shares to authorized but unissued status. This filing is primarily administrative and does not represent a significant change in the company's operational or financial performance. Investors should note that the expiration of the Rights Agreement and the subsequent elimination of the preferred stock are steps that remove potential anti-takeover provisions. The company has clarified that stockholders are not required to take any action in response to these events.

Key Highlights

  • 1Expiration of Fox Corporation's Rights Agreement on November 15, 2019.
  • 2Filing of a Certificate of Elimination on November 20, 2019, with the Secretary of State of Delaware.
  • 3Elimination of Series A Junior Participating Preferred Stock from the Amended and Restated Certificate of Incorporation.
  • 41,000,000 shares of Series A Junior Participating Preferred Stock were returned to authorized but unissued status.
  • 5No shares of the Series A Junior Participating Preferred Stock were issued or outstanding at the time of elimination.
  • 6Stockholders are not required to take any action.
  • 7Exhibit 3.1 contains the Certificate of Elimination.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the formal elimination of Fox Corporation's Series A Junior Participating Preferred Stock, which became effective upon filing a Certificate of Elimination with the State of Delaware. This action followed the expiration of the company's Rights Agreement.

No, at the time of the filing of the Certificate of Elimination, no shares of the Series A Junior Participating Preferred Stock were issued and outstanding. The 1,000,000 designated shares were returned to the status of authorized but unissued shares.

This filing is largely administrative. The elimination of the preferred stock and the prior expiration of the Rights Agreement are intended to simplify the company's capital structure and remove potential anti-takeover provisions. Stockholders are explicitly informed that they are not required to take any action as a result of these events.

The Rights Agreement, dated March 19, 2019, was a shareholder rights plan, often referred to as a 'poison pill.' These agreements are typically put in place to deter hostile takeovers by making it more expensive for an unwelcome acquirer to gain a controlling stake in the company. The expiration of this agreement on November 15, 2019, preceded the elimination of the associated preferred stock.