Fox Corporation Form 8-K Summary
Business Context and Reporting Period
Fox Corporation filed this Form 8-K on November 10, 2021, reporting amendments to named executive officer employment arrangements and the results of its November 10, 2021 Annual Meeting of Stockholders.
Executive Compensation and Employment Arrangements
- The Compensation Committee extended employment and compensation arrangements through June 30, 2026 for Lachlan K. Murdoch and Steven Tomsic.
- Arrangements for John P. Nallen and Viet D. Dinh were extended through June 30, 2025.
- Beginning July 1, 2022, Mr. Tomsic’s annual base salary will increase to $1.75 million and his target annual equity award will increase to $3.0 million.
- Each named executive officer’s opportunity to earn an annual bonus and continued vesting of performance-based incentive equity awards following a termination for cause was eliminated.
- The complete amendments are to be filed as exhibits to Fox’s Form 10-Q for the quarter ending December 31, 2021.
Annual Meeting Results
| Proposal | Result |
|---|---|
| Election of eight nominated directors | All nominees elected |
| Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2022 | Passed |
| Advisory approval of named executive officer compensation | Passed |
| Disclosure of direct and indirect lobbying activities and expenditures | Did not pass |
| Transition to a public benefit corporation | Did not pass |
The elected directors were K. Rupert Murdoch, Lachlan K. Murdoch, William A. Burck, Chase Carey, Anne Dias, Roland A. Hernandez, Jacques Nasser and Paul D. Ryan. William A. Burck and Paul D. Ryan received the lowest “For” vote totals among the nominees, while all nominees received more votes for than against.
Financial Metrics and Material Period-over-Period Changes
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating financial metrics. It also does not present a comparable prior-period financial statement or quantify period-over-period changes.
Outlook, Risks and Unusual Items
The principal unusual items are the extensions and amendments to executive compensation arrangements. The filing does not provide management guidance or a broader business outlook. Investors should consider the potential future compensation expense and retention implications of the amended arrangements; the filing does not quantify their financial impact.
Important Facts to Verify
- Review the full executive employment agreement amendments when filed with the quarter ending December 31, 2021 Form 10-Q.
- Assess the effect of Mr. Tomsic’s increased salary and target equity award beginning July 1, 2022.
- Confirm the accounting and disclosure treatment of the amended executive compensation arrangements.
- Monitor whether the failed lobbying-disclosure and public-benefit-corporation proposals lead to future shareholder or governance actions.
- Note that the advisory compensation vote passed but is nonbinding.