Not independent
Tenure on this board
7.5 yrs
Also a director at
News Corp (NWSA)
7 nominees · 4 ballot items.
Stockholders will elect seven directors, ratify Ernst & Young LLP as independent auditor, approve named executive officer compensation on an advisory basis, and vote on a shareholder proposal to replace supermajority voting requirements with a simple-majority standard.
Elect the seven nominated directors to serve until the next annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve, on a nonbinding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal 3 asks stockholders to approve, on a nonbinding advisory basis, the compensation paid to Fox Corporation’s named executive officers for fiscal 2026. The resolution covers the overall executive compensation program as disclosed under SEC compensation rules, rather than any single pay element. Management says the program is intended to attract, retain and motivate senior executives in a competitive media and entertainment labor market. The Company emphasizes that most target direct compensation is at risk and tied to financial performance, stock-price appreciation, relative total shareholder return and individual or group contributions. The program includes annual incentives, performance-based stock options, performance stock units, time-vested restricted stock units, legacy retirement benefits and limited perquisites. The proxy highlights fiscal 2026 operating performance, including record revenue and Adjusted EBITDA, the launch of FOX One and the proposed acquisition of Roku, Inc., as context for the Compensation Committee’s pay decisions. The Company also points to governance safeguards including caps, multiple performance metrics, clawback provisions, stock ownership guidelines and a prohibition on hedging and pledging. The Board unanimously recommends a vote FOR, while acknowledging that the vote is advisory and not binding. The Compensation Committee states that it will consider the outcome as part of its ongoing review of executive compensation.
Require the Board to take the steps necessary to replace governance-document voting requirements greater than a simple majority with a majority-of-votes-cast or otherwise closest permissible simple-majority standard.
Proposal 4 asks Fox’s Board to take every necessary step to replace voting requirements above a simple majority in the Company’s charter and bylaws with a majority-of-votes-cast standard, or the closest legally permissible equivalent. The proponent argues that supermajority provisions are entrenching mechanisms that can defeat proposals supported by most shareholders and may be negatively related to company performance. The supporting statement cites substantial approval for comparable proposals at several public companies and asserts that the proposal likely received more than 50% support from non-insider Fox shares at the 2025 annual meeting. The proponent also emphasizes the separation between the Murdochs’ approximately 40% voting control and their stated approximately 18% economic interest, arguing that this can produce decisions not based on proportional capital at risk. Management responds that Fox has only a limited number of supermajority provisions, generally requiring approval from holders of at least 65% of outstanding Class B Common Stock. The Board says these provisions govern foundational matters such as certain charter amendments, director-related provisions, director liability, regulatory ownership protections and bylaw amendments, while transformational transactions such as mergers, acquisitions and asset sales do not require supermajority approval. Fox argues that the provisions protect minority holders from unilateral action by its approximately 39% Class B stockholder and support journalistic independence in a company with a controlling or significant stockholder. The Board further distinguishes Fox from the companies cited by the proponent because those companies allegedly lacked comparably large stockholders, and points to independent leadership, independent committees, majority voting in uncontested director elections and stockholder rights to call special meetings as countervailing governance protections. The Board unanimously recommends voting AGAINST the proposal as unnecessary and contrary to the interests of Fox stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 4.16% | 17,464,395 | $911M |
| 2 | Jericho Capital Asset Management L.P. | 3.42% | 14,334,514 | $748M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.95% | 12,359,875 | $645M |
| 4 | DODGE COX | 2.67% | 11,223,096 | $585M |
| 5 | GOLDMAN SACHS GROUP INC | 2.34% | 9,799,060 | $511M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.12% | 8,913,328 | $465M |
| 7 | Independent Franchise Partners LLP | 2.00% | 8,398,658 | $438M |
| 8 | BlackRock, Inc. | 1.65% | 6,924,543 | $361M |
| 9 | LSV ASSET MANAGEMENT | 1.60% | 6,701,958 | $350M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.40% | 5,856,685 | $305M |
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