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Fox Corp shareholders reject simple-majority proposal

Shareholders approved the auditor ratification and advisory executive compensation measure; the simple-majority proposal failed.

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Form Type
8-K

Rhea-AI Filing Summary

Fox Corp (FOX) held its annual meeting on November 4, 2026, and elected Lachlan K. Murdoch, Tony Abbott AC, William A. Burck, Chase Carey, Roland A. Hernandez, Margaret “Peggy” L. Johnson and Paul D. Ryan as directors.

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending June 30, 2027, with 203,504,807 votes for and 437,300 against. The advisory, nonbinding executive compensation proposal passed with 189,964,781 votes for. The simple-majority-vote proposal did not pass; it received 77,302,538 votes for and 120,567,729 against.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Auditor ratification votes for 203,504,807 votes Annual meeting proposal to ratify Ernst & Young LLP
Auditor ratification votes against 437,300 votes Annual meeting proposal to ratify Ernst & Young LLP
Executive compensation proposal votes for 189,964,781 votes Advisory, nonbinding proposal
Simple-majority proposal votes for 77,302,538 votes Stockholder proposal that did not pass
Simple-majority proposal votes against 120,567,729 votes Stockholder proposal that did not pass
Broker Non-Votes regulatory
"Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory, nonbinding basis regulatory
"approve, on an advisory, nonbinding basis, named executive officer compensation"
simple majority vote regulatory
"stockholder proposal regarding simple majority vote"
independent registered public accounting firm regulatory
"Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which proposals passed at FOX's 2026 annual meeting?

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2027, with 203,504,807 votes for and 437,300 against. The advisory executive compensation proposal passed with 189,964,781 votes for.

Did the simple-majority proposal pass at FOX's 2026 annual meeting?

No. The simple-majority-vote proposal did not pass, receiving 77,302,538 votes for, 120,567,729 against and 689,400 abstentions. Broker non-votes totaled 5,611,016.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Fox Corp false 0001754301 0001754301 2026-11-04 2026-11-04 0001754301 us-gaap:CommonClassAMember 2026-11-04 2026-11-04 0001754301 us-gaap:CommonClassBMember 2026-11-04 2026-11-04
 
 

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 4, 2026

 

 

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 4, 2026. 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

     168,578,783        29,695,084        285,800        5,611,016  

Tony Abbott AC

     194,249,372        4,069,389        240,906        5,611,016  

William A. Burck

     191,377,709        6,876,032        305,926        5,611,016  

Chase Carey

     194,366,198        3,951,742        241,727        5,611,016  

Roland A. Hernandez

     192,873,022        5,380,080        306,565        5,611,016  

Margaret “Peggy” L. Johnson

     195,242,764        3,075,204        241,699        5,611,016  

Paul D. Ryan

     154,853,320        43,152,572        553,775        5,611,016  

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, 2027 passed and was voted upon as follows:

 

For:

     203,504,807  

Against:

     437,300  

Abstain:

     228,576  

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

 

For:

     189,964,781  

Against:

     7,760,608  

Abstain:

     834,278  

Broker Non-Votes:

     5,611,016  

Proposal 4: A stockholder proposal regarding simple majority vote did not pass and was voted upon as follows:

 

For:

     77,302,538  

Against:

     120,567,729  

Abstain:

     689,400  

Broker Non-Votes:

     5,611,016  


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 4, 2026

Filing Exhibits & Attachments

4 documents

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