01—Abstract
Summary
Summary of the 8-K filed October 15, 2026. Cited figures are marked; the original filing is the authoritative source.
Roku, Inc. filed this Current Report on Form 8-K to report the results of a special meeting of stockholders held on October 14, 2026, at which stockholders voted on proposals related to its previously announced merger with Fox Corporation.
Under the Merger Agreement dated June 14, 2026, Merger Sub 1 will merge into Roku, with Roku continuing as the surviving corporation and becoming a wholly owned subsidiary of FOX, followed immediately by a second merger of the Surviving Corporation into Merger Sub 2, an LLC that will continue as a wholly owned FOX subsidiary. Stockholders adopted the Merger Agreement and the transactions contemplated by it, including the Mergers, with 241,044,988 votes for, 502,927 against, and 511,598 abstentions, representing 81.5%a of votes outstanding in favor. In an advisory, non-binding vote, stockholders also approved the merger-related compensation that may be paid to Roku's named executive officers, with 240,438,251 votes for, 864,190 against, and 757,072 abstentions, representing 99.3% of votes present in favor.
The adjournment proposal was rendered moot by the approval of the Merger Proposal and was not voted on. The filing's forward-looking statements caution that completion of the Transactions depends on anticipated terms and timing, including regulatory approvals, and that the Transactions could fail to close or deliver the expected benefits. Full details of the proposals are contained in the joint proxy statement/prospectus filed on September 1, 2026.
02—Key points
Key Highlights
- Stockholders adopted the Merger Agreement with Fox Corporation, with 241,044,988 votes for and 81.5% of votes outstanding in favor.
- The Mergers are structured as a two-step transaction: Merger Sub 1 merges into Roku, then the Surviving Corporation merges into Merger Sub 2, making Roku a wholly owned subsidiary of FOX.
- In the advisory vote, stockholders approved merger-related compensation for named executive officers, with 240,438,251 votes for and 99.3% of votes present in favor.
- The advisory compensation vote recorded 864,190 votes against and 757,072 abstentions.
- The adjournment proposal was not voted on because the Merger Proposal was approved.
- The special meeting was held on October 14, 2026, via live webcast.
- Completion of the Transactions remains subject to regulatory approvals and other conditions described in the filing's forward-looking statements.
03—Questions
Frequently Asked Questions
What did Roku stockholders vote on at the October 14, 2026 special meeting?
Stockholders voted on the Merger Proposal to adopt the Merger Agreement with Fox Corporation and the transactions contemplated by it, and on an advisory proposal regarding merger-related compensation for Roku's named executive officers. A proposal to adjourn the meeting was not voted on because the Merger Proposal was approved.
Was the merger approved by stockholders?
Yes. The Merger Proposal received 241,044,988 votes for, 502,927 votes against, and 511,598 abstentions, representing 81.5% of votes outstanding in favor.
How is the merger structured?
Merger Sub 1 will merge with and into Roku, with Roku surviving as a wholly owned subsidiary of FOX. Immediately afterward, as a second step, the Surviving Corporation will merge into Merger Sub 2, an LLC that will continue as the surviving entity and a wholly owned FOX subsidiary.
Was the compensation vote for executives binding?
The compensation proposal was advisory, meaning it was a non-binding stockholder approval of compensation for named executive officers tied to the merger. It received 240,438,251 votes for, 864,190 against, and 757,072 abstentions, representing 99.3% of votes present in favor.
What could prevent the transaction from closing?
The filing identifies risks including obtaining regulatory approvals, satisfying other closing conditions in a timely manner, litigation relating to the Transactions, business disruption, and the failure to realize anticipated benefits. These are described more fully in the Joint Proxy Statement/Prospectus filed on September 1, 2026.
04—Continue