Current Report · Items 5.07 · 8-K
Fox Corporation
Submission of Matters to a Vote of Security Holders
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. As previously disclosed, on June 14, 2026, Fox Corporation (“FOX” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Falcon Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), Falcon Merger Sub 2, LLC, a Delaware limited liability company and…
Filed Oct 14, 2026Accepted Oct 14, 2026, 5:26 PM EDTCIK 1754301Accession 0001193125-26-421830
Company context
Fox Corporation is a media and technology company that produces and distributes news, sports and entertainment content across broadcast, streaming and digital platforms. Its portfolio includes FOX News Media, FOX Sports, FOX Entertainment, FOX Television Stations and FOX Digital Platforms, which includes Roku, Tubi, FOX One, Red Seat Ventures and other digital businesses. FOX’s portfolio brings together iconic brands, compelling content and platforms that reach audiences and create new opportunities for viewers, partners and advertisers. For more information, please visit www.foxcorporation.com.
Current securities
Registered securities in this filing
Fox Corp · 8-K · Filed 2026-10-14
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Class A Common Stock, par value $0.01 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: duration_2026-10-14_to_2026-10-14_us-gaap-StatementClassOfStockAxis_us-gaap-CommonStockMember
Dimensions: us-gaap:StatementClassOfStockAxis
Class B Common Stock, par value $0.01 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: duration_2026-10-14_to_2026-10-14_us-gaap-StatementClassOfStockAxis_us-gaap-CommonClassBMember
Dimensions: us-gaap:StatementClassOfStockAxis
Accession 000119312526421830 · 2 registered-security cover members
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Items 5.07Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
As previously disclosed, on June 14, 2026, Fox Corporation (“FOX” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Falcon Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), Falcon Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub 2”), and Roku, Inc., a Delaware corporation (“Roku”), pursuant to which, subject to the terms and conditions of the Merger Agreement, (i) Merger Sub 1 will merge with and into Roku (the “First Merger”), with Roku continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of the Company, and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 continuing as the surviving entity and as a wholly owned subsidiary of the Company.
On October 14, 2026, the Company held a special meeting (the “Special Meeting”) of the holders of its Class B common stock, par value $0.01 per share (the “Class B Common Stock”) to consider and vote on certain proposals in connection with the proposed transaction. A brief description of the matters voted upon at the Special Meeting, each of which is described in more detail in the Company’s joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on September 1, 2026, and the results of the voting on such matters is set forth below. At the Special Meeting, there were present, in person or by proxy, 197,480,452 shares of the Class B Common Stock entitled to vote at the Special Meeting, representing at least a majority of the 220,248,764 shares of the Class B Common Stock outstanding and entitled to vote and constituting a quorum for all matters to be presented at the Special Meeting.
Proposal 1: A proposal to approve the issuance of the Company’s Class A common stock, par value $0.01 per share, pursuant to the Merger Agreement (referred to as the “Stock Issuance Proposal”) passed and was voted upon by shares of the Class B Common Stock as set out below.
The Stock Issuance Proposal was approved by 99.9% of the votes cast by holders of outstanding Class B Common Stock entitled to vote thereon.
For: 197,363,560
Against: 71,891
Abstain 45,001
Proposal 2: In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there were not sufficient votes at the time of the Special Meeting to approve the Stock Issuance Proposal or if a quorum was not present at the Special Meeting (referred to as the “Adjournment Proposal”). The Adjournment Proposal was rendered moot in light of the approval of the Stock Issuance Proposal and so a vote on the Adjournment Proposal was not held at the Special Meeting.