8-KLeadership ChangesExhibits & Filings

Fox Corp 8-K Report, Executive Changes (Aug 11, 2023)

Filed August 11, 2023For Securities:FOXAFOX

Summary

Fox Corporation (FOXA) filed an 8-K on August 11, 2023, to announce a significant executive transition. Viet D. Dinh, the Chief Legal and Policy Officer, will be moving to a Special Advisor role effective December 31, 2023. This transition comes with a comprehensive separation agreement that includes a substantial lump-sum cash payment and continued advisory services. Investors should note the financial implications of this transition. Mr. Dinh will receive $23 million as a settlement for severance and unvested equity, with unvested equity awards to be cancelled. Additionally, he will be compensated $2.5 million annually for a two-year term as a Special Advisor, totaling $5 million in advisory fees. The company will also provide health and welfare benefits through June 30, 2025. Mr. Dinh will remain bound by existing restrictive covenants.

Key Highlights

  • 1Viet D. Dinh transitioning from Chief Legal and Policy Officer to Special Advisor effective December 31, 2023.
  • 2Mr. Dinh to receive a $23 million lump-sum payment in settlement of severance and unvested equity.
  • 3Unvested equity awards will be cancelled as of August 31, 2023.
  • 4Mr. Dinh will serve as Special Advisor for two years, compensated at $2.5 million annually ($5 million total).
  • 5Health and welfare benefits to continue through June 30, 2025.
  • 6Mr. Dinh will remain subject to restrictive covenants including non-competition and non-solicitation.

Frequently Asked Questions

The immediate financial cost includes a $23 million lump-sum payment. Over the next two years, the company will pay $5 million for advisory services ($2.5 million per year). Additionally, health and welfare benefits will be provided through June 30, 2025. The total direct financial outlay for this transition and advisory period is approximately $28 million, plus the cost of benefits.

The $23 million payment encompasses severance owed under his employment agreement and the cash value of unvested equity awards. The $5 million for advisory services is to retain his expertise and ensure a smooth transition of his responsibilities for a defined period, while also securing his continued compliance with restrictive covenants.

Mr. Dinh's outstanding unvested equity awards granted under the Shareholder Alignment Plan will be cancelled as of August 31, 2023. The cash value of these awards is included in the $23 million lump-sum settlement payment.

Yes, Mr. Dinh will transition to a Special Advisor role for a term of two years, beginning after his departure as Chief Legal and Policy Officer. He will provide advisory services for which he will be compensated.