Fox Corporation Form 8-K Summary
Business context and reporting period
Fox Corporation filed this Form 8-K on November 3, 2022, under Item 5.07 to report voting results from its Annual Meeting of Stockholders held the same day. The filing does not report quarterly or annual operating results.
Financial metrics and liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial metrics.
Meeting results and material changes
| Proposal | Result | Key vote |
|---|---|---|
| Election of eight directors | All nominees elected | Votes for ranged from 194,451,173 for Paul D. Ryan to 210,004,924 for Chase Carey. Each nominee had 9,880,558 broker non-votes. |
| Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2023 | Passed | 221,642,373 for; 111,614 against; 78,159 abstentions. |
| Advisory approval of named executive officer compensation | Passed | 201,080,708 for; 10,710,102 against; 160,778 abstentions; 9,880,558 broker non-votes. |
| Certificate of Incorporation amendment regarding officer exculpation under Delaware law | Passed | 211,224,994 for; 228,010 against; 498,584 abstentions; 9,880,558 broker non-votes. |
| Stockholder proposal regarding disclosure of lobbying expenditures | Did not pass | 21,015,703 for; 189,354,316 against; 1,581,569 abstentions; 9,880,558 broker non-votes. |
Guidance, outlook, risks, and unusual items
The filing contains no management guidance, business outlook, risk updates, contingencies, or unusual financial items. The principal governance change was approval of the certificate amendment concerning officer exculpation.
Important facts to verify
- Confirm that all eight director nominees were elected and review the comparatively higher opposition to Lachlan K. Murdoch, Jacques Nasser, and Paul D. Ryan.
- Verify Ernst & Young LLP’s ratification for the fiscal year ending June 30, 2023.
- Review the scope and legal effect of the approved officer-exculpation amendment.
- Note that the lobbying-disclosure proposal failed decisively.
- Consider the impact of 9,880,558 broker non-votes on proposals where they were reported.