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Fox Corp 8-K Report, Executive Changes (Nov 17, 2023)

Filed November 17, 2023For Securities:FOXAFOX

Summary

This 8-K filing from Fox Corporation (FOXA) primarily details changes and approvals made by the Board of Directors on November 17, 2023. Key events include the executive compensation arrangements for departing Chairman K. Rupert Murdoch and Chief Legal and Policy Officer Viet D. Dinh, as well as an increase in the target Annual Incentive Compensation for CFO Steven Tomsic. These compensation adjustments are tied to their service, tenure, and transition from their roles. The filing also covers the outcomes of the company's Annual Meeting of Stockholders held on the same date. Investors will note the retirement-related compensation for Mr. Murdoch, acknowledging his extensive service, and the prorated incentive payout for Mr. Dinh upon his separation. The increased compensation for CFO Steven Tomsic is effective retroactively from July 1, 2023. The Annual Meeting results show the re-election of directors with varying levels of support, ratification of Ernst & Young LLP as the auditor, and advisory approval of executive compensation. Additionally, the Board appointed new committee chairs and members, including Chase Carey as Lead Independent Director.

Key Highlights

  • 1K. Rupert Murdoch to receive a prorated incentive compensation of $2,295,082 and retirement treatment for equity awards upon his retirement as Chair.
  • 2Viet D. Dinh to receive a prorated incentive compensation of $1,500,000 in connection with his separation as Chief Legal and Policy Officer, effective December 31, 2023.
  • 3Steven Tomsic, CFO, received an increase in his target Annual Incentive Compensation to $2,750,000, effective July 1, 2023.
  • 4All nominated directors were elected at the Annual Meeting of Stockholders.
  • 5Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year ending June 30, 2024.
  • 6Advisory vote on named executive officer compensation was approved by a significant majority of shareholders.
  • 7Chase Carey has been appointed as the Lead Independent Director of the Board.

Frequently Asked Questions

K. Rupert Murdoch will receive a prorated portion (38.25%) of his target Annual Incentive Compensation, amounting to $2,295,082, to be paid on November 17, 2023. Additionally, 38.25% of his equity awards granted in August 2023 will receive retirement treatment, with the performance stock option exercise period extended to the fourth anniversary of his retirement. These are primarily recognition payments and adjustments related to his departure after extensive service.

Viet D. Dinh is receiving a prorated portion (50%) of his target Annual Incentive Compensation, totaling $1,500,000, in connection with his previously announced separation and transition from his role as Chief Legal and Policy Officer. His employment concludes on December 31, 2023.

Steven Tomsic's target Annual Incentive Compensation was increased to $2,750,000 in recognition of his service as Chief Financial Officer. This increase is effective retroactively from July 1, 2023.

The proposal to approve, on an advisory, nonbinding basis, the compensation of the company's named executive officers passed with a significant majority. Approximately 198.7 million shares voted in favor, compared to 9.2 million shares against, indicating shareholder support for the current executive compensation structure.