8-KShareholder Matters

Fox Corp 8-K Report, Shareholder Vote Results (Nov 17, 2025)

Filed November 17, 2025For Securities:FOXAFOX

Summary

Fox Corporation (FOXA) filed an 8-K detailing the results of its Annual Meeting of Stockholders held on November 14, 2025. The meeting saw the election of all nominated directors, including Lachlan K. Murdoch and Paul D. Ryan, with overwhelming support from shareholders. Additionally, the company's choice of Ernst & Young LLP as its independent registered public accounting firm for fiscal year 2026 was overwhelmingly ratified, indicating shareholder confidence in the firm's oversight. Shareholders also supported the executive compensation plan on an advisory basis and overwhelmingly favored holding these advisory votes on executive compensation annually. However, two shareholder proposals, one concerning the improvement of the executive compensation program and another on implementing a simple majority vote, did not pass. This filing provides a clear picture of shareholder sentiment on key governance and compensation matters.

Key Highlights

  • 1All nominated directors, including Lachlan K. Murdoch, were re-elected with strong shareholder approval.
  • 2The selection of Ernst & Young LLP as the independent auditor for fiscal year 2026 was overwhelmingly ratified.
  • 3Shareholders approved, on an advisory basis, the compensation of named executive officers.
  • 4The company will hold advisory votes on executive compensation annually, aligning with strong shareholder preference.
  • 5A shareholder proposal to improve the executive compensation program failed to gain majority support.
  • 6A shareholder proposal for a simple majority vote also did not pass.

Frequently Asked Questions

The main outcomes included the election of all nominated directors, the ratification of Ernst & Young LLP as the independent auditor, the advisory approval of executive compensation, and a decision to hold annual advisory votes on executive compensation. Two shareholder proposals did not pass.

Yes, all nominated directors were re-elected with significant majorities of votes cast, indicating strong shareholder confidence in the current board.

Following the strong shareholder vote in favor of annual advisory votes on executive compensation, Fox Corp has decided to hold these votes annually.

No, both shareholder proposals presented at the meeting, one concerning executive compensation program improvements and another on simple majority vote, failed to gain majority shareholder approval.