Fox Corp 8-KCurrent Reports (8-K / ad hoc)

Market for Equity / Stockholders

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 outsta