This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words. Although the Company’s management believes that the expectations reflected in any of the Company’s forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. Important factors that could cause the Company’s actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’s forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions. For more detailed information about these factors, see Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Caution Concerning Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
Forward-looking statements in this proxy statement speak only as of the date hereof. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.
We are providing our website address in this proxy statement solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this proxy statement as being posted on the website, into this proxy statement or into any of our other filings with the Securities and Exchange Commission (“SEC”).
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2024 Proxy Statement |
INFORMATION ABOUT THE ANNUAL MEETING
Persons Making the Solicitation
This proxy statement is furnished in connection with the solicitation by the Board of proxies for use at the Annual Meeting to be held on November 19, 2024 at 10:00 a.m. (Pacific Time) at the Zanuck Theatre at the FOX Studio Lot, 10201 West Pico Boulevard, Los Angeles, California 90035 and at any adjournment or postponement thereof.
Complimentary parking for the Annual Meeting will be available on the FOX Studio Lot at the Galaxy parking structure, 10200 W. Galaxy Way, Los Angeles, CA 90064. Please see the map and instructions in Appendix A for parking information and other logistical details. We suggest arriving at least 45 minutes early to allow sufficient time to park and complete the admission process. Registration will close ten minutes before the meeting begins. You will not be able to enter the Annual Meeting except at the Galaxy parking structure on the FOX Studio Lot.
This proxy statement is first being made available to stockholders on or about September 26, 2024. You are requested to submit your proxy in order to ensure that your shares are represented at the Annual Meeting.
The expense of soliciting proxies will be borne by the Company. Proxies will be solicited principally through the use of the mail, but Directors, officers and regular employees of the Company may solicit proxies personally, by telephone or special letter without any additional compensation. Also, the Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for any reasonable expenses in forwarding proxy materials to beneficial owners.
Outstanding Shares
The Company has two classes of common stock, Class A Common Stock and Class B Common Stock. Holders of Class B Common Stock are entitled to one vote per share on all matters to be presented at the Annual Meeting. Holders of Class A Common Stock are not entitled to vote on the matters to be presented at the Annual Meeting.
Record Date
The Board has fixed the close of business on September 23, 2024 as the record date for determining which of the Company’s stockholders are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof in person or by proxy (the “Record Date”). If the Annual Meeting is adjourned or postponed, notice of such adjournment or postponement will be provided to all stockholders of record entitled to vote at the Annual Meeting in accordance with applicable law and the By-laws.
Holders of Class A Common Stock are not entitled to vote on the matters to be presented at the Annual Meeting. As of the Record Date, there were 235,581,025 shares of Class B Common Stock outstanding and entitled to vote held by approximately 3,000 holders of record. Each share of Class B Common Stock held as of the Record Date is entitled to one vote per share on all matters to be presented at the Annual Meeting. A list of the stockholders of record entitled to vote as of the Record Date will be available at the Annual Meeting and at the Company’s principal executive offices during the ten days prior to the Annual Meeting.
If your shares of Class A Common Stock or Class B Common Stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a stockholder of record, and these proxy materials are being sent directly to you from the Company. As the stockholder of record of Class B Common Stock as of the Record Date, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.
If your shares of Class A Common Stock or Class B Common Stock are held in “street name,” meaning your shares of Class A Common Stock or Class B Common Stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of these shares and these proxy materials are being forwarded to you by your broker, bank or nominee, who is considered the stockholder of record with respect to such shares. As the beneficial owner of Class B Common Stock as of the Record Date, you have the right to direct your broker, bank or nominee on how to vote and you will receive instructions from your broker, bank or other nominee describing how to vote your shares of Class B Common Stock. However, since you are not the stockholder of record, you may not vote these shares of Class B Common Stock in person at the Annual Meeting unless you obtain a signed proxy from the stockholder of record (i.e., your broker, bank or nominee) giving you the right to vote such shares.
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2024 Proxy Statement |
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INFORMATION ABOUT THE ANNUAL MEETING
Internet Availability of Proxy Materials
In accordance with the rules of the SEC, instead of mailing a printed copy of the Company’s proxy statement, annual report and other materials (the “proxy materials”) relating to the Annual Meeting to stockholders, the Company may furnish proxy materials to stockholders on the Internet by providing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to inform stockholders when the proxy materials are available on the Internet. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of the Company’s proxy materials, as well as how to submit your proxy, over the Internet. If you receive a Notice of Internet Availability and would still like to receive a printed copy of the Company’s proxy materials, including a proxy card or voting instruction card, you should follow the instructions for requesting these materials included in the Notice of Internet Availability.
The Company intends to commence distribution of the Notice of Internet Availability to stockholders on or about September 26, 2024.
The Company will first make available the proxy solicitation materials at www.proxyvote.com on or about September 26, 2024 to all stockholders entitled to vote at the Annual Meeting. You may also request a printed copy of the proxy solicitation materials by any of the following methods: via the Internet at www.proxyvote.com; by telephone at 1-800-579-1639; or by sending an email to sendmaterial@proxyvote.com. Our 2024 annual report to stockholders will be made available at the same time and by the same methods.
Only one copy of this proxy statement is being delivered to multiple stockholders sharing an address unless the stockholders have notified the Company of their desire to receive multiple copies of the proxy statement. The Company will promptly deliver, upon oral or written request, a separate copy of the proxy statement to any stockholder residing at a shared address to which only one copy was mailed. Requests for additional copies of the proxy statement for the current year or future years should be directed to the Corporate Secretary at Fox Corporation, 1211 Avenue of the Americas, New York, New York 10036. Alternatively, additional copies of this proxy statement may be requested via the Internet at www.proxyvote.com, by telephone at 1-800-579-1639 or by sending an email to sendmaterial@proxyvote.com. Stockholders of record residing at the same address and currently receiving multiple copies of the proxy statement may contact the Corporate Secretary to request that only a single copy of the proxy statement be mailed in the future.
Voting and Submission of Proxies
The persons named on the proxy card and on the Company’s voting website at www.proxyvote.com (the “proxy holders”) have been designated by the Board to vote the shares represented by proxy at the Annual Meeting. The proxy holders are officers of the Company. They will vote the shares represented by each valid and timely received proxy in accordance with the stockholder’s instructions, or if no instructions are specified, the shares represented by the proxy will be voted “FOR” Proposals 1, 2 and 3 in accordance with the recommendations of the Board as described in this proxy statement. If any other matter properly comes before the Annual Meeting, the proxy holders will vote on that matter in their discretion.
If you are a holder of Class B Common Stock, telephone and Internet proxy submission is available 24 hours a day through 11:59 p.m. (Eastern Time) on the day before the Annual Meeting date or the applicable cut-off date. If you are located in the United States or Canada and are a stockholder of record, you can submit a proxy for your shares by calling toll-free 1-800-690-6903. Whether you are a stockholder of record or a beneficial owner, you can also submit a proxy for your shares by Internet at www.proxyvote.com. Both the telephone and Internet systems have easy to follow instructions on how you may submit a proxy for your shares and allow you to confirm that the system has properly recorded your proxy. If you are submitting a proxy for your shares by telephone or Internet, you should have in hand when you call or access the website, as applicable, the Notice of Internet Availability or the proxy card or voting instruction card (for those holders who have received, by request, a hard copy of the proxy card or voting instruction card). If you submit a proxy by telephone or Internet, you do not need to return your proxy card to the Company. A telephone or Internet proxy must be received no later than 11:59 p.m. (Eastern Time) on the day before the Annual Meeting date or the applicable cut-off date.
If you have received, by request, a hard copy of the proxy card or voting instruction card, and wish to submit your proxy by mail, you must complete, sign and date the proxy card or voting instruction card and return it in the envelope provided so that it is received prior to the Annual Meeting.
While the Company encourages holders of Class B Common Stock to vote by proxy, you also have the option of voting your shares of Class B Common Stock in person at the Annual Meeting. If your shares of Class B Common Stock are registered directly in your name with the Company’s transfer agent, you are considered the stockholder of record with respect to such shares of Class B Common Stock and you have the right to attend the Annual Meeting and vote in person, subject to compliance with the procedures described below. If your shares of Class B Common Stock are held in a brokerage account or
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INFORMATION ABOUT THE ANNUAL MEETING
by a bank or other nominee, you are the beneficial owner of such shares. As such, in order to attend the Annual Meeting and vote in person, you must obtain and provide when you request an admission ticket a properly executed proxy from the stockholder of record (i.e., your broker, bank or other nominee) giving you the right to vote the shares of Class B Common Stock.
Revocation of Proxies
A proxy may be changed or revoked by a stockholder at any time prior to the voting at the Annual Meeting:
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if you are a holder of record of Class B Common Stock, by notifying in writing our Corporate Secretary, Laura A. Cleveland, at Fox Corporation, 1211 Avenue of the Americas, New York, New York 10036; |
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by attending the Annual Meeting and voting in person (your attendance at the Annual Meeting will not by itself revoke your proxy); |
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by submitting a later-dated proxy card; |
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if you submitted a proxy by telephone or Internet, by submitting a subsequent proxy by telephone or Internet; or |
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if you have instructed a broker, bank or other nominee to vote your shares, by following the directions received from your broker, bank or other nominee to change those instructions. |
Attending the Annual Meeting in Person
To support the health and well-being of our stockholders, Directors and employees, the Company may take certain precautions in connection with the Annual Meeting. Details of any such precautions will be posted on our website in due course: investor.foxcorporation.com/annual-meeting.
While all of the Company’s stockholders are invited to attend the Annual Meeting, only holders of Class B Common Stock are entitled to vote at the Annual Meeting. As discussed above, if your shares of Class B Common Stock are registered directly in your name with the Company’s transfer agent, you are considered the stockholder of record with respect to such shares of Class B Common Stock and you have the right to attend the Annual Meeting and vote in person, subject to compliance with the procedures described below. If your shares of Class B Common Stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of such shares. As such, in order to attend the Annual Meeting and vote in person, you must obtain and present at the time of admission a properly executed proxy from the stockholder of record giving you the right to vote the shares of Class B Common Stock.
If you plan to attend the Annual Meeting in person, you must be a stockholder on the Record Date of September 23, 2024 and obtain an admission ticket in advance. Tickets will be available to registered and beneficial owners. You can print your own ticket and you must bring it to the meeting to gain access. Tickets can be printed by accessing Stockholder Meeting Registration at www.proxyvote.com and following the instructions provided (you will need the 16-digit number included on your proxy card or voter instruction form). If you are unable to print your ticket, please contact the Corporate Secretary at 1-212-852-7000. Requests for admission tickets will be processed in the order in which they are received and must be submitted no later than 11:59 p.m. (Eastern Time) on November 14, 2024. Please note that seating is limited and requests for tickets will be accepted on a first-come, first-served basis. If you received your Annual Meeting materials electronically and wish to attend the meeting, please follow the instructions provided for attendance. If you are attending the Annual Meeting in person, you will be required to present valid, government-issued photo identification, such as a driver’s license or passport, and an admission ticket to be admitted to the Annual Meeting.
Seating at the Annual Meeting will begin at 9:00 a.m. (Pacific Time). Prior to entering the Annual Meeting, all bags will be subject to search and all persons may be subject to a metal detector and/or hand wand search. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. The security procedures may require additional time, so please plan accordingly. We suggest arriving at least 45 minutes early to the Annual Meeting. Registration will close ten minutes before the meeting begins. If you do not provide an admission ticket and government-issued photo identification or do not comply with the other registration and security procedures described above, you will not be admitted to the Annual Meeting. The Company reserves the right to remove persons from the Annual Meeting who disrupt the Annual Meeting or who do not comply with the rules and procedures for the conduct of the Annual Meeting.
If you require any special accommodations at the Annual Meeting due to a disability, please contact the Corporate Secretary at (212) 852-7000 or send an email to 2024AnnualMeeting@fox.com and identify your specific need no later than November 14, 2024.
The Annual Meeting will be audiocast live on the Internet at investor.foxcorporation.com/annual-meeting.
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2024 Proxy Statement |
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INFORMATION ABOUT THE ANNUAL MEETING
Required Vote
Quorum. In order for the Company to conduct the Annual Meeting, the holders of a majority of the Class B Common Stock outstanding and entitled to vote as of the Record Date must be present in person or represented by proxy at the Annual Meeting. Abstentions and “broker non-votes” will be counted for purposes of establishing a quorum at the Annual Meeting. A “broker non-vote” occurs when you do not give your broker or nominee instructions on how to vote your shares of Class B Common Stock.
Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares of Class B Common Stock by submitting your proxy by telephone or the Internet or, if you requested a hard copy of the proxy card or voting instruction card, by completing and returning the proxy card or voting instruction card as promptly as possible in the accompanying postage-paid envelope prior to the Annual Meeting to ensure that your shares of Class B Common Stock will be represented at the Annual Meeting so that the Company will know as soon as possible that enough votes will be present for the Annual Meeting to be held.
Election of Directors. In an uncontested election, each Director shall be elected by a majority of the votes cast. This means that the number of votes cast “FOR” a Director’s election exceeds the number of votes cast “AGAINST” that Director’s election. Abstentions and broker non-votes will not be counted as a vote cast either “FOR” or “AGAINST” with respect to the Director or Directors indicated. If you do not instruct your broker, bank or other nominee how to vote in the election of Directors, no votes will be cast on your behalf. In a contested election where the number of nominees for Director exceeds the number of Directors to be elected, each Director shall be elected by a plurality of the votes cast. The election of the seven Director nominees at the Annual Meeting will be an uncontested election.
Ratification of Independent Registered Public Accounting Firm. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025 requires a majority of the votes cast at the Annual Meeting to be voted “FOR” the proposal. Abstentions and broker non-votes will not be counted as a vote cast either “FOR” or “AGAINST” the proposal. If you do not instruct your broker, bank or other nominee how to vote on this proposal, your broker may vote your shares on the ratification of the appointment of our independent auditors, but may not vote your shares on any of the other proposals.
Advisory Vote to Approve Named Executive Officer Compensation. We will consider this proposal to be approved, on an advisory basis, if a majority of the votes cast at the Annual Meeting is voted “FOR” the proposal. Abstentions and broker non-votes will not be counted as a vote cast either “FOR” or “AGAINST” the proposal. If you do not instruct your broker, bank or other nominee how to vote on this proposal, no votes will be cast on your behalf.
Stockholder Proposals/Other Items. Under the Company’s By-laws and the Nasdaq listing rules, approval of each other proposal to be voted upon at the Annual Meeting requires a majority of the votes cast at the Annual Meeting to be voted “FOR” the proposal. Abstentions and broker non-votes will not be counted as a vote cast either “FOR” or “AGAINST” any such other proposal. If you do not instruct your broker, bank or other nominee how to vote on any such other proposal, no votes will be cast on your behalf.
All shares of Class B Common Stock represented by properly executed proxies which are submitted or returned and not revoked will be voted in accordance with your instructions. If no instructions are provided in a properly executed proxy, the number of shares of Class B Common Stock represented by such proxy will be voted:
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“FOR” the election of each of the Director nominees; |
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“FOR” the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025; |
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“FOR” on an advisory basis, the approval of the compensation of named executive officers; and |
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in accordance with the holder of the proxy’s discretion as to any other matters raised at the Annual Meeting. |
A representative of American Election Services, LLC has been appointed to act as independent Inspector of Elections for the Annual Meeting and will tabulate the votes.
Electronic Delivery of Future Proxy Materials
In an effort to reduce the amount of paper used and mailed to stockholders’ homes, stockholders can elect to receive future Fox Corporation proxy statements, annual reports and related materials electronically instead of by mail. The Company highly recommends that you consider electronic delivery of these documents. If you are interested in participating in this electronic delivery program, you should select the “Electronic Delivery” link in the “Resources” section of the Company’s website at investor.foxcorporation.com. You may resume receiving copies of these documents by mail at any time by selecting the appropriate stockholder link on this enrollment page and canceling your participation in this program.
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2024 Proxy Statement |
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69 |
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ANNUAL REPORT ON FORM 10-K
The Company filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2024 with the SEC on August 8, 2024. The Annual Report on Form 10-K, including all exhibits, can also be found on the Company’s website foxcorporation.com and can be downloaded free of charge. Paper copies of the Annual Report on Form 10-K, including the financial statements and schedules, may be obtained without charge from the Company. Paper copies of exhibits to the Annual Report on Form 10-K are available, but a reasonable fee per page will be charged to the requesting stockholder. Stockholders may make requests in writing to the attention of the Company’s Investor Relations Office by mail at Fox Corporation, 1211 Avenue of the Americas, New York, New York 10036, by telephone at (212) 852-7059 or by email at investor@fox.com.
2025 ANNUAL MEETING OF STOCKHOLDERS
It is currently anticipated that the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) will be held on November 20, 2025.
To be considered for inclusion in the Company’s proxy statement for the 2025 Annual Meeting, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act must be in writing and received by the Company’s Secretary at the Company’s principal executive offices at Fox Corporation, 1211 Avenue of the Americas, New York, New York 10036 no later than May 29, 2025. Such proposals must also comply with the requirements of Rule 14a-8.
Under the By-laws, stockholder proposals made outside the process of Rule 14a-8 and stockholders’ Director nominations for the 2025 Annual Meeting must be in writing and received by the Company’s Secretary at the Company’s principal executive offices between 5:00 p.m. (New York Time) on July 22, 2025 and 5:00 p.m. (New York Time) on August 21, 2025; provided, however, that in the event that the 2025 Annual Meeting is called for a date that is more than 30 days before or more than 70 days after the anniversary date of the 2024 Annual Meeting, notice by stockholders in order to be timely must be delivered not earlier than the Close of Business (as defined in the Bylaws) on the 120th day prior to the date of the 2025 Annual Meeting and not later than the Close of Business on the later of the 90th day prior to the date of the 2025 Annual Meeting or the 10th day following the day on which public announcement of the date of the 2025 Annual Meeting is made. Stockholders are advised to review the By-laws, as they contain additional requirements with respect to advance notice of stockholder proposals and Director nominations. A copy of the By-laws is available on the website of the SEC (www.sec.gov) as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 6, 2024 and filed with the SEC on February 7, 2024.
To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide the information required by Rule 14a-19 under the Exchange Act no later than September 22, 2025.
OTHER MATTERS
At the time of the preparation of this proxy statement, the Board knows of no other matters that will be acted upon at the Annual Meeting. If any other matters are presented for action at the Annual Meeting or at any adjournment or postponement thereof, it is the intention of the persons named in the accompanying proxy to vote the shares to which the proxy relates in accordance with their best judgment as determined in their sole discretion.
By Order of the Board of Directors
Adam G. Ciongoli
Chief Legal and Policy Officer
New York, NY
September 26, 2024
YOUR VOTE IS IMPORTANT. THEREFORE, PLEASE PROMPTLY VOTE YOUR SHARES BY TELEPHONE OR INTERNET, OR IF YOU HAVE REQUESTED A PAPER PROXY CARD, BY COMPLETING, SIGNING AND DATING THE PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED.
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2024 Proxy Statement |
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Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
In accordance with SEC rules, we are providing the following information regarding the relationship between compensation actually paid (as calculated in accordance with SEC rules) and our financial performance for fiscal 2024, 2023, 2022 and 2021. For further information on FOX’s variable philosophy and alignment of executive compensation with FOX’s performance, please see “Compensation Discussion and Analysis” beginning on page 29. The following table sets forth additional compensation information for our Chief Executive Officer (our “Principal Executive Officer” or “PEO”) and named executive officers other than our PEO (“Other NEOs”), including the compensation actually paid (“CAP”) to our PEO and the average compensation actually paid (“Average CAP”) to our Other NEOs, as determined in accordance with SEC rules; total shareholder return (“TSR”); net income; and Adjusted EBITDA for the last four completed fiscal years:
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Value of Initial Fixed $100
Investment Based On: |
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Summary Compensation Table Total for PEO (a) |
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Compensation Actually Paid to PEO (b) |
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Average
Summary
Compensation
Table Total |
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FOXA Total
Shareholder
Return |
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FOX Total
Shareholder
Return |
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Peer Group
Total
Shareholder
Return |
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Company
Selected
Measure: |
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2024 |
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$23,806,025 |
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$19,270,338 |
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$15,576,723 |
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$ 9,575,879 |
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$136 |
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$127 |
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$105 |
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$1,501 |
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$2,883 |
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2023 |
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$21,777,902 |
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$22,853,700 |
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$12,811,439 |
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$11,604,501 |
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$132 |
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$124 |
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$ 94 |
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$1,239 |
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$3,191 |
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2022 |
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$21,748,681 |
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$17,353,546 |
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$11,496,427 |
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$ 9,235,001 |
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$123 |
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$114 |
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$ 81 |
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$1,205 |
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$2,955 |
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2021 |
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$27,675,399 |
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$37,579,846 |
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$15,863,914 |
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$18,404,816 |
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$140 |
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$133 |
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$142 |
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$2,150 |
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$3,087 |
| (a) |
Mr. L.K. Murdoch was the PEO for fiscal years ended June 30, 2024, 2023, 2022 and 2021. |
| (b) |
The amounts represent CAP to the PEO and Other NEOs, as computed in accordance with SEC rules. The amounts do not reflect the actual amount of compensation earned by or paid to the PEO and Other NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and Other NEOs total compensation to determine the CAP: |
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Summary Compensation Table Total |
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$ |
23,806,025 |
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$ |
15,576,723 |
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Less Change in Pension Value in SCT |
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$ |
(904,000 |
) |
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$ |
(1,972,600 |
) |
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Plus Pension Service Cost |
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$ |
680,000 |
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$ |
0 |
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Less Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
|
$ |
(12,099,947 |
) |
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$ |
(4,553,851 |
) |
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Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
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$ |
10,407,297 |
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$ |
2,776,789 |
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Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
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$ |
(2,219,255 |
) |
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$ |
(824,540 |
) |
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Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
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$ |
0 |
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$ |
426,814 |
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Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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$ |
(399,781 |
) |
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$ |
(332,326 |
) |
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Less Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
$ |
0 |
|
|
$ |
(1,521,130 |
) |
| |
|
|
Compensation Actually Paid |
|
$ |
19,270,338 |
|
|
$ |
9,575,879 |
|
| (c) |
The Other NEOs for fiscal year ended June 30, 2024 were Messrs. K. R. Murdoch, Nallen, Dinh, Tomsic and Ciongoli; for fiscal years ended June 30, 2023, 2022 and 2021 were Messrs. K.R. Murdoch, Nallen, Dinh and Tomsic. |
| (d) |
For purposes of this table, “$M” means millions of United States dollars. |
|
|
|
|
| Company Selected Measure Name |
Adjusted EBITDA
|
|
|
|
| Named Executive Officers, Footnote |
The Other NEOs for fiscal year ended June 30, 2024 were Messrs. K. R. Murdoch, Nallen, Dinh, Tomsic and Ciongoli; for fiscal years ended June 30, 2023, 2022 and 2021 were Messrs. K.R. Murdoch, Nallen, Dinh and Tomsic.
|
|
|
|
| PEO Total Compensation Amount |
$ 23,806,025
|
$ 21,777,902
|
$ 21,748,681
|
$ 27,675,399
|
| PEO Actually Paid Compensation Amount |
$ 19,270,338
|
22,853,700
|
17,353,546
|
37,579,846
|
| Adjustment To PEO Compensation, Footnote |
| (b) |
The amounts represent CAP to the PEO and Other NEOs, as computed in accordance with SEC rules. The amounts do not reflect the actual amount of compensation earned by or paid to the PEO and Other NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and Other NEOs total compensation to determine the CAP: |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
Summary Compensation Table Total |
|
$ |
23,806,025 |
|
|
$ |
15,576,723 |
|
| |
|
|
Less Change in Pension Value in SCT |
|
$ |
(904,000 |
) |
|
$ |
(1,972,600 |
) |
| |
|
|
Plus Pension Service Cost |
|
$ |
680,000 |
|
|
$ |
0 |
|
| |
|
|
Less Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
|
$ |
(12,099,947 |
) |
|
$ |
(4,553,851 |
) |
| |
|
|
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
|
$ |
10,407,297 |
|
|
$ |
2,776,789 |
|
| |
|
|
Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
|
$ |
(2,219,255 |
) |
|
$ |
(824,540 |
) |
| |
|
|
Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
|
$ |
0 |
|
|
$ |
426,814 |
|
| |
|
|
Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
|
$ |
(399,781 |
) |
|
$ |
(332,326 |
) |
| |
|
|
Less Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
$ |
0 |
|
|
$ |
(1,521,130 |
) |
| |
|
|
Compensation Actually Paid |
|
$ |
19,270,338 |
|
|
$ |
9,575,879 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 15,576,723
|
12,811,439
|
11,496,427
|
15,863,914
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 9,575,879
|
11,604,501
|
9,235,001
|
18,404,816
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (b) |
The amounts represent CAP to the PEO and Other NEOs, as computed in accordance with SEC rules. The amounts do not reflect the actual amount of compensation earned by or paid to the PEO and Other NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and Other NEOs total compensation to determine the CAP: |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
Summary Compensation Table Total |
|
$ |
23,806,025 |
|
|
$ |
15,576,723 |
|
| |
|
|
Less Change in Pension Value in SCT |
|
$ |
(904,000 |
) |
|
$ |
(1,972,600 |
) |
| |
|
|
Plus Pension Service Cost |
|
$ |
680,000 |
|
|
$ |
0 |
|
| |
|
|
Less Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
|
$ |
(12,099,947 |
) |
|
$ |
(4,553,851 |
) |
| |
|
|
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
|
$ |
10,407,297 |
|
|
$ |
2,776,789 |
|
| |
|
|
Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
|
$ |
(2,219,255 |
) |
|
$ |
(824,540 |
) |
| |
|
|
Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
|
$ |
0 |
|
|
$ |
426,814 |
|
| |
|
|
Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
|
$ |
(399,781 |
) |
|
$ |
(332,326 |
) |
| |
|
|
Less Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
$ |
0 |
|
|
$ |
(1,521,130 |
) |
| |
|
|
Compensation Actually Paid |
|
$ |
19,270,338 |
|
|
$ |
9,575,879 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid vs. TSR |
|
|
|
| Compensation Actually Paid vs. Net Income |
Compensation Actually Paid vs. Net Income |
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
Compensation Actually Paid vs Adjusted EBITDA |
|
|
|
| Total Shareholder Return Vs Peer Group |
Compensation Actually Paid vs. TSR |
|
|
|
| Tabular List, Table |
Company-Selected Measure and Other Financial Performance Measures For fiscal year ended June 30, 2024, the most important financial performance measures that FOX used to link CAP to the named executive officers are presented in the table to the right, which are described in detail in the “Compensation Discussion and Analysis” beginning on page 29 . FOX selected Adjusted EBITDA as the “Company-Selected Measure” as, in our assessment, it represents the most important financial performance measure not otherwise required to be included within the “Pay Versus Performance” table, above.
|
|
|
Tabular List of Financial |
|
|
Adjusted EBITDA |
|
|
Adjusted FCF |
|
|
Adjusted EPS |
|
|
Relative TSR |
|
|
Absolute Share Price |
|
|
|
|
|
|
| Total Shareholder Return Amount |
$ 136
|
132
|
123
|
140
|
| Peer Group Total Shareholder Return Amount |
105
|
94
|
81
|
142
|
| Net Income (Loss) |
$ 1,501,000,000
|
$ 1,239,000,000
|
$ 1,205,000,000
|
$ 2,150,000,000
|
| Company Selected Measure Amount |
2,883,000,000
|
3,191,000,000
|
2,955,000,000
|
3,087,000,000
|
| PEO Name |
Mr. L.K. Murdoch
|
|
|
|
| Class B Total Shareholder Return |
$ 127
|
$ 124
|
$ 114
|
$ 133
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EBITDA
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted FCF
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EPS
|
|
|
|
| Measure:: 4 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Relative TSR
|
|
|
|
| Measure:: 5 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Absolute Share Price
|
|
|
|
| PEO | Change in Pension Value in SCT [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (904,000)
|
|
|
|
| PEO | Pension Service Cost [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
680,000
|
|
|
|
| PEO | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(12,099,947)
|
|
|
|
| PEO | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
10,407,297
|
|
|
|
| PEO | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(2,219,255)
|
|
|
|
| PEO | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| PEO | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(399,781)
|
|
|
|
| PEO | Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| Non-PEO NEO | Change in Pension Value in SCT [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(1,972,600)
|
|
|
|
| Non-PEO NEO | Pension Service Cost [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| Non-PEO NEO | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(4,553,851)
|
|
|
|
| Non-PEO NEO | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,776,789
|
|
|
|
| Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(824,540)
|
|
|
|
| Non-PEO NEO | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
426,814
|
|
|
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(332,326)
|
|
|
|
| Non-PEO NEO | Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (1,521,130)
|
|
|
|
Award Timing Disclosure
|
12 Months Ended |
|
|
Jun. 30, 2024 |
Aug. 14, 2023 |
Aug. 09, 2023
USD ($)
shares
$ / shares
|
| Award Timing Disclosures [Line Items] |
|
|
|
| Award Timing MNPI Disclosure |
Policies and Practices Related to the Timing of Grants of Certain Equity Awards It is the Compensation Committee’s practice to approve ordinary course annual equity grants at its regularly-scheduled meeting held in August of each year. At this meeting, the Compensation Committee approves the portion of each named executive officer’s annual equity award that will be granted as stock options. Following approval by the Compensation Committee, all annual equity grants for the fiscal year are made following the Company’s announcement of earnings for the previously completed quarter. The Company does not schedule its equity grants in anticipation of the release of material, non-public information (“MNPI”), nor does the Company time the release of MNPI based on equity grant dates. In the event MNPI becomes known to the Compensation Committee prior to granting an equity award, the Compensation Committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any impropriety. The following table presents information regarding PSOs issued to our named executive officers in fiscal 2024 during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC. Neither Mr. Ciongoli nor Mr. Dinh received awards of PSOs during these periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Number of
Securities
Underlying
the Award (#) |
|
Exercise
Price of
the Award
($/Sh) |
|
|
|
Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of MNPI and the Trading Day Beginning Immediately Following the Disclosure of MNPI (a) |
| |
|
|
|
|
|
|
| Lachlan K. Murdoch |
|
|
|
08/09/2023 |
|
|
|
|
264,169 |
|
|
|
$ |
34.84 |
|
|
|
$ |
10.41 |
|
|
|
|
4.75% |
|
|
|
|
(1.88)% |
|
| |
|
|
|
|
|
|
| John P. Nallen |
|
|
|
08/09/2023 |
|
|
|
|
120,076 |
|
|
|
$ |
34.84 |
|
|
|
$ |
10.41 |
|
|
|
|
4.75% |
|
|
|
|
(1.88)% |
|
| |
|
|
|
|
|
|
| Steven Tomsic |
|
|
|
08/09/2023 |
|
|
|
|
72,046 |
|
|
|
$ |
34.84 |
|
|
|
$ |
10.41 |
|
|
|
|
4.75% |
|
|
|
|
(1.88)% |
|
| |
|
|
|
|
|
|
| K. Rupert Murdoch |
|
|
|
08/09/2023 |
|
|
|
|
168,107 |
|
|
|
$ |
34.84 |
|
|
|
$ |
10.41 |
|
|
|
|
4.75% |
|
|
|
|
(1.88)% |
|
| (a) |
The Company furnished its financial results for the quarter and fiscal year ended June 30, 2023 on Form 8-K on August 8, 2023 and filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 on August 11, 2023. The percentage change in the closing market price of FOX’s Class A Common Stock between the trading day ending immediately prior to the furnishing of the Form 8-K and the trading day beginning immediately following the furnishing of the Form 8-K is 4.75%. The percentage change in the closing market price of FOX’s Class A Common Stock between the trading day ending immediately prior to the furnishing of the Form 8-K and the trading day beginning immediately following the filing of the Form 10-K is (1.88)%. |
|
|
|
| Awards Close in Time to MNPI Disclosures, Table |
The following table presents information regarding PSOs issued to our named executive officers in fiscal 2024 during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC. Neither Mr. Ciongoli nor Mr. Dinh received awards of PSOs during these periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Number of
Securities
Underlying
the Award (#) |
|
Exercise
Price of
the Award
($/Sh) |
|
|
|
Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of MNPI and the Trading Day Beginning Immediately Following the Disclosure of MNPI (a) |
| |
|
|
|
|
|
|
| Lachlan K. Murdoch |
|
|
|
08/09/2023 |
|
|
|
|
264,169 |
|
|
|
$ |
34.84 |
|
|
|
$ |
10.41 |
|
|
|
|
4.75% |
|
|
|
|
(1.88)% |
|
| |
|
|
|
|
|
|
| John P. Nallen |
|
|
|
08/09/2023 |
|
|
|
|
120,076 |
|
|
|
$ |
34.84 |
|
|
|
$ |
10.41 |
|
|
|
|
4.75% |
|
|
|
|
(1.88)% |
|
| |
|
|
|
|
|
|
| Steven Tomsic |
|
|
|
08/09/2023 |
|
|
|
|
72,046 |
|
|
|
$ |
34.84 |
|
|
|
$ |
10.41 |
|
|
|
|
4.75% |
|
|
|
|
(1.88)% |
|
| |
|
|
|
|
|
|
| K. Rupert Murdoch |
|
|
|
08/09/2023 |
|
|
|
|
168,107 |
|
|
|
$ |
34.84 |
|
|
|
$ |
10.41 |
|
|
|
|
4.75% |
|
|
|
|
(1.88)% |
|
| (a) |
The Company furnished its financial results for the quarter and fiscal year ended June 30, 2023 on Form 8-K on August 8, 2023 and filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 on August 11, 2023. The percentage change in the closing market price of FOX’s Class A Common Stock between the trading day ending immediately prior to the furnishing of the Form 8-K and the trading day beginning immediately following the furnishing of the Form 8-K is 4.75%. The percentage change in the closing market price of FOX’s Class A Common Stock between the trading day ending immediately prior to the furnishing of the Form 8-K and the trading day beginning immediately following the filing of the Form 10-K is (1.88)%. |
|
|
|
| Lachlan K. Murdoch [Member] |
|
|
|
| Awards Close in Time to MNPI Disclosures |
|
|
|
| Name |
|
|
Lachlan K. Murdoch
|
| Underlying Securities | shares |
|
|
264,169
|
| Exercise Price | $ / shares |
|
|
$ 34.84
|
| Fair Value as of Grant Date | $ |
|
|
$ 10.41
|
| Underlying Security Market Price Change |
|
(0.0188)
|
0.0475
|
| John P. Nallen [Member] |
|
|
|
| Awards Close in Time to MNPI Disclosures |
|
|
|
| Name |
|
|
John P. Nallen
|
| Underlying Securities | shares |
|
|
120,076
|
| Exercise Price | $ / shares |
|
|
$ 34.84
|
| Fair Value as of Grant Date | $ |
|
|
$ 10.41
|
| Underlying Security Market Price Change |
|
(0.0188)
|
0.0475
|
| Steven Tomsic [Member] |
|
|
|
| Awards Close in Time to MNPI Disclosures |
|
|
|
| Name |
|
|
Steven Tomsic
|
| Underlying Securities | shares |
|
|
72,046
|
| Exercise Price | $ / shares |
|
|
$ 34.84
|
| Fair Value as of Grant Date | $ |
|
|
$ 10.41
|
| Underlying Security Market Price Change |
|
(0.0188)
|
0.0475
|
| K. Rupert Murdoch [Member] |
|
|
|
| Awards Close in Time to MNPI Disclosures |
|
|
|
| Name |
|
|
K. Rupert Murdoch
|
| Underlying Securities | shares |
|
|
168,107
|
| Exercise Price | $ / shares |
|
|
$ 34.84
|
| Fair Value as of Grant Date | $ |
|
|
$ 10.41
|
| Underlying Security Market Price Change |
|
(0.0188)
|
0.0475
|
