8-KLeadership ChangesShareholder Matters

Fox Corp 8-K Report, Executive Changes (Nov 10, 2021)

Filed November 10, 2021For Securities:FOXAFOX

Summary

This 8-K filing from Fox Corporation (FOXA) on November 10, 2021, primarily details significant updates to executive compensation and the outcomes of its Annual Meeting of Stockholders. The Compensation Committee approved extensions of employment agreements for key named executive officers through mid-2026, with specific increases in base salary and target annual equity awards for Steven Tomsic commencing in July 2022. These arrangements aim to retain top talent and provide long-term incentives. Furthermore, the filing reports on the results of the company's Annual Meeting. All director nominees were overwhelmingly elected, and the selection of Ernst & Young LLP as the independent auditor for fiscal year 2022 was ratified with strong support. Shareholder approval was also received, on an advisory basis, for executive compensation. Importantly, two shareholder proposals concerning lobbying disclosures and transitioning to a public benefit corporation did not receive majority support.

Key Highlights

  • 1Employment agreements for Messrs. Lachlan K. Murdoch and Steven Tomsic extended through June 30, 2026.
  • 2Employment agreements for Messrs. John P. Nallen and Viet D. Dinh extended through June 30, 2025.
  • 3Steven Tomsic's annual base salary and target annual equity award to increase to $1,750,000 and $3,000,000 respectively, starting July 1, 2022.
  • 4Elimination of annual bonus award opportunity and continuation of performance-based equity vesting upon termination for cause for named executive officers.
  • 5All incumbent director nominees, including K. Rupert Murdoch and Lachlan K. Murdoch, were overwhelmingly elected at the Annual Meeting.
  • 6Ernst & Young LLP ratified as the independent registered public accounting firm for fiscal year 2022 with substantial shareholder approval.
  • 7Shareholders approved, on an advisory basis, the compensation of named executive officers.

Frequently Asked Questions

Fox Corporation extended the employment agreements for key executives. Lachlan K. Murdoch and Steven Tomsic's terms were extended through June 30, 2026, while John P. Nallen and Viet D. Dinh's terms were extended through June 30, 2025. Additionally, Steven Tomsic will see an increase in his base salary and target annual equity award starting July 1, 2022. The company also modified bonus and termination provisions for named executive officers.

The election of directors at the Annual Meeting of Stockholders saw overwhelming support for all nominees. For instance, K. Rupert Murdoch received approximately 220.9 million 'For' votes, and Lachlan K. Murdoch received approximately 214.9 million 'For' votes, indicating strong shareholder confidence in the current board composition.

Both shareholder proposals failed to gain majority support. The proposal requesting disclosure of direct and indirect lobbying activities and expenditures did not pass, with significantly more votes against than for. Similarly, a proposal to transition Fox Corporation to a public benefit corporation was overwhelmingly rejected by shareholders.

Yes, the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2022, was ratified by shareholders with a substantial majority vote in favor, indicating confidence in their audit services.