8-K – 2025-11-17 – fox-20251114.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
November 14, 2025

Fox Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware   001-38776   83-1825597
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
  (COMMISSION
FILE NO.)
  (IRS EMPLOYER
IDENTIFICATION NO.)

1211 Avenue of the Americas , New York , New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
( 212 ) 852-7000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class   Trading
Symbols
  Name of Each Exchange
on Which Registered

Class A Common Stock, par value $0.01 per share   FOXA   The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share   FOX   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on November 14, 2025. A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters are set forth below.
Proposal 1: The following individuals were elected as directors:

Name
For Against
Abstain
Broker
Non-Votes

Lachlan K. Murdoch
168,322,176 33,521,107 158,707 7,808,369
Tony Abbott AC
195,180,510 6,662,431 159,049 7,808,369
William A. Burck
167,513,083 34,326,927 161,980 7,808,369
Chase Carey
164,784,319 37,054,889 162,782 7,808,369
Roland A. Hernandez
186,867,770 14,906,716 227,504 7,808,369
Margaret “Peggy” L. Johnson
172,225,491 29,615,210 161,289 7,808,369
Paul D. Ryan
154,435,718 47,405,300 160,972 7,808,369

Proposal 2: A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 passed and was voted upon as follows:

For:
209,577,557
Against:
35,233
Abstain:
197,569

Proposal 3: A proposal to approve, on an advisory, nonbinding basis, named executive officer compensation passed and was voted upon as follows:

For:
192,375,927
Against:
8,152,439
Abstain:
1,473,624
Broker Non-Votes:
7,808,369

Proposal 4: A proposal to approve, on an advisory, nonbinding basis, the frequency of future advisory votes to approve named executive officer compensation was voted upon as follows:

1 Year:
199,235,379 
2 Years:
26,030 
3 Years:
2,720,495 
Abstain:
20,086 
Broker Non-Votes:
7,808,369 

In light of the voting results on Proposal 4 and consistent with the recommendation of the Board of Directors of the Company included in the Company’s proxy statement, the Company has decided to hold an advisory vote to approve named executive officer compensation annually.

Proposal 5: A stockholder proposal to improve the executive compensation program did not pass and was voted upon as follows:

For:
8,210,059 
Against:
193,332,413 
Abstain:
459,518 
Broker Non-Votes:
7,808,369 

Proposal 6: A stockholder proposal regarding simple majority vote did not pass and was voted upon as follows:

For:
76,951,261 
Against:
124,869,299 
Abstain:
181,430 
Broker Non-Votes:
7,808,369 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FOX CORPORATION

By:   /s/ Adam G. Ciongoli
  Name: Adam G. Ciongoli
  Title: Chief Legal and Policy Officer

November 17, 2025