Fox Corporation investors OK directors, auditor and annual say-on-pay

Rhea-AI Filing Summary

Fox Corporation reported the results of its Annual Meeting of Stockholders held on November 14, 2025. Stockholders elected all director nominees, including Lachlan K. Murdoch, Tony Abbott, William A. Burck, Chase Carey, Roland A. Hernandez, Margaret “Peggy” L. Johnson and Paul D. Ryan, each receiving a substantial majority of votes cast.

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 209,577,557 votes in favor and relatively few against. The advisory vote to approve named executive officer compensation passed with 192,375,927 votes for. On the advisory vote regarding how often to hold future say‑on‑pay votes, stockholders favored an annual vote, and the company decided to hold the advisory vote on executive pay every year. Two stockholder proposals, one to improve the executive compensation program and another regarding a simple majority vote standard, did not pass.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

November 14, 2025

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

001-38776

83-1825597

(STATE OR OTHER JURISDICTION OF INCORPORATION)

(COMMISSION FILE NO.)

(IRS EMPLOYER IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbols

Name of Each Exchange on Which Registered

Class A Common Stock, par value $0.01 per share

FOXA

The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share

FOX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on November 14, 2025. A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters are set forth below.

Proposal 1: The following individuals were elected as directors:

Name			For			Against			Abstain			Broker Non-Votes
Lachlan K. Murdoch			168,322,176			33,521,107			158,707			7,808,369
Tony Abbott AC			195,180,510			6,662,431			159,049			7,808,369
William A. Burck			167,513,083			34,326,927			161,980			7,808,369
Chase Carey			164,784,319			37,054,889			162,782			7,808,369
Roland A. Hernandez			186,867,770			14,906,716			227,504			7,808,369
Margaret “Peggy” L. Johnson			172,225,491			29,615,210			161,289			7,808,369
Paul D. Ryan			154,435,718			47,405,300			160,972			7,808,369

Proposal 2: A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 passed and was voted upon as follows:

For:									209,577,557
Against:									35,233
Abstain:									197,569

Proposal 3: A proposal to approve, on an advisory, nonbinding basis, named executive officer compensation passed and was voted upon as follows:

For:									192,375,927
Against:									8,152,439
Abstain:									1,473,624
Broker Non-Votes:									7,808,369

Proposal 4: A proposal to approve, on an advisory, nonbinding basis, the frequency of future advisory votes to approve named executive officer compensation was voted upon as follows:

1 Year:									199,235,379
2 Years:									26,030
3 Years:									2,720,495
Abstain:									20,086
Broker Non-Votes:									7,808,369

In light of the voting results on Proposal 4 and consistent with the recommendation of the Board of Directors of the Company included in the Company’s proxy statement, the Company has decided to hold an advisory vote to approve named executive officer compensation annually.

Proposal 5: A stockholder proposal to improve the executive compensation program did not pass and was voted upon as follows:

For:									8,210,059
Against:									193,332,413
Abstain:									459,518
Broker Non-Votes:									7,808,369

Proposal 6: A stockholder proposal regarding simple majority vote did not pass and was voted upon as follows:

For:									76,951,261
Against:									124,869,299
Abstain:									181,430
Broker Non-Votes:									7,808,369

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FOX CORPORATION
By:						/s/ Adam G. Ciongoli
						Name: Adam G. Ciongoli
						Title: Chief Legal and Policy Officer

November 17, 2025

FAQ

What did FOX stockholders decide at the 2025 Annual Meeting?

Stockholders of Fox Corporation (FOX) elected all nominated directors, ratified Ernst & Young LLP as auditor for the fiscal year ending June 30, 2026, approved executive compensation on an advisory basis, chose an annual advisory vote on pay, and voted down two stockholder proposals related to executive pay and simple majority voting.

Which directors were elected to the Fox Corporation (FOX) board in 2025?

Stockholders elected Lachlan K. Murdoch, Tony Abbott AC, William A. Burck, Chase Carey, Roland A. Hernandez, Margaret “Peggy” L. Johnson, and Paul D. Ryan, each receiving more votes "For" than "Against" in the director elections.

Was Fox Corporation’s (FOX) auditor ratified for the fiscal year ending June 30, 2026?

Yes. Stockholders ratified Ernst & Young LLP as Fox Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 209,577,557 votes For, 35,233 Against, and 197,569 Abstentions.

Did Fox Corporation (FOX) stockholders approve executive compensation in 2025?

Yes. The advisory, nonbinding proposal to approve named executive officer compensation passed with 192,375,927 votes For, 8,152,439 Against, 1,473,624 Abstentions, and 7,808,369 Broker Non-Votes.

How often will Fox Corporation (FOX) hold advisory say-on-pay votes?

In the frequency vote, 199,235,379 votes supported holding the advisory vote on named executive officer compensation every 1 year. In line with this result and the board’s recommendation, the company decided to hold the advisory say‑on‑pay vote annually.

What happened to the Fox (FOX) stockholder proposal on improving executive compensation?

The stockholder proposal to improve the executive compensation program did not pass. It received 8,210,059 votes For, 193,332,413 Against, 459,518 Abstentions, and 7,808,369 Broker Non-Votes.

Did Fox Corporation (FOX) adopt a simple majority voting standard?

No. The stockholder proposal regarding a simple majority vote did not pass. It received 76,951,261 votes For, 124,869,299 Against, 181,430 Abstentions, and 7,808,369 Broker Non-Votes.