8-K

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 3, 2022

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.

Fox Corporation (the “Company”) held its Annual Meeting of Stockholders on November 3, 2022. 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
K. Rupert Murdoch AC		209,498,954		2,377,206		75,428	9,880,558
Lachlan K. Murdoch		200,719,030		11,148,069		84,489	9,880,558
William A. Burck		208,303,747		3,567,777		80,064	9,880,558
Chase Carey		210,004,924		1,863,262		83,402	9,880,558
Anne Dias		208,051,708		3,811,884		87,996	9,880,558
Roland A. Hernandez		208,297,555		3,568,961		85,072	9,880,558
Jacques Nasser AC		204,429,100		7,442,639		79,849	9,880,558
Paul D. Ryan		194,451,173		17,392,144		108,271	9,880,558

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, 2023 passed and was voted upon as follows:

For:	221,642,373
Against:	111,614
Abstain:	78,159

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

For:	201,080,708
Against:	10,710,102
Abstain:	160,778
Broker Non-Votes:	9,880,558

Proposal 4: A proposal to amend the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation passed and was voted upon as follows:

For:	211,224,994
Against:	228,010
Abstain:	498,584
Broker Non-Votes:	9,880,558

Proposal 5: A stockholder proposal to disclose money spent on lobbying did not pass and was voted upon as follows:

For:	21,015,703
Against:	189,354,316
Abstain:	1,581,569
Broker Non-Votes:	9,880,558

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/ Viet D. Dinh
Name:	Viet D. Dinh
Title:	Chief Legal and Policy Officer

November 3, 2022

XML

Document and Entity Information	Nov. 03, 2022
Document And Entity Information [Line Items]
Entity Registrant Name	Fox Corp
Amendment Flag	false
Entity Central Index Key	0001754301
Document Type	8-K
Document Period End Date	Nov. 03, 2022
Entity Incorporation State Country Code	DE
Entity File Number	001-38776
Entity Tax Identification Number	83-1825597
Entity Address, Address Line One	1211 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	(212)
Local Phone Number	852-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Stock, par value $0.01 per share
Trading Symbol	FOXA
Security Exchange Name	NASDAQ
Common Class B [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class B Common Stock, par value $0.01 per share
Trading Symbol	FOX
Security Exchange Name	NASDAQ