Fox shareholders approve stock issuance for Roku

The separate adjournment proposal became moot after the stock-issuance proposal passed, so holders did not vote on it.

Rhea-AI Filing Summary

Fox Corporation (FOX) reported that holders of its Class B common stock approved issuing Class A common stock under the proposed merger agreement with Roku, Inc. At the October 14, 2026 special meeting, the proposal received 197,363,560 votes for, 71,891 against and 45,001 abstentions; the company said this represented approval by 99.9% of votes cast.

Shares representing 197,480,452 of the 220,248,764 Class B shares outstanding and entitled to vote were present in person or by proxy, constituting a quorum. Subject to the merger agreement’s terms and conditions, Falcon Merger Sub 1, Inc. would merge into Roku, with Roku becoming a wholly owned Fox subsidiary; then Roku would merge into Falcon Merger Sub 2, LLC, which would continue as a wholly owned Fox subsidiary. The separate proposal to adjourn the meeting was moot after the stock-issuance proposal passed, so no vote was held on it.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for stock-issuance proposal: 197,363,560 votes Votes against stock-issuance proposal: 71,891 votes Abstentions on stock-issuance proposal: 45,001 votes +3 more

6 metrics

Votes for stock-issuance proposal 197,363,560 votes Special meeting on October 14, 2026

Votes against stock-issuance proposal 71,891 votes Special meeting on October 14, 2026

Abstentions on stock-issuance proposal 45,001 votes Special meeting on October 14, 2026

Class B shares represented 197,480,452 shares Present in person or by proxy at the special meeting

Class B shares outstanding and entitled to vote 220,248,764 shares At the special meeting

Votes cast in favor 99.9% Stock-issuance proposal

Key Terms

Stock Issuance Proposal, Adjournment Proposal, quorum, Surviving Corporation

4 terms

Stock Issuance Proposal regulatory

"a proposal to approve the issuance of the Company’s Class A common stock"

Adjournment Proposal regulatory

"a proposal to adjourn the Special Meeting from time to time"

An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.

quorum regulatory

"constituting a quorum for all matters to be presented"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Surviving Corporation regulatory

"Roku continuing as the surviving corporation"

The surviving corporation is the company entity that continues to exist after a merger, consolidation, or similar reorganization; it absorbs the assets, liabilities, contracts, and business of the combining firms and remains on the legal books while the other entities cease to exist. For investors, it matters because ownership, shareholder rights, outstanding securities, and regulatory or listing obligations move into that single continuing company—think of it as the ship that all passengers board after two boats are joined together.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did FOX holders approve the stock issuance for the Roku merger?

Yes. The proposal to approve issuing Fox Class A common stock under the merger agreement received 197,363,560 votes for, 71,891 against and 45,001 abstentions, which Fox said was 99.9% of votes cast.

How many FOX Class B shares were represented at the special meeting?

197,480,452 Class B shares were present in person or by proxy, out of 220,248,764 outstanding and entitled to vote. Fox said the shares represented constituted a quorum.

Was the FOX special-meeting adjournment proposal voted on?

No. The adjournment proposal became moot after holders approved the stock-issuance proposal, so no vote was held on adjournment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/14/2026 - 05:27 PM EDT Accepted by SEC EDGAR 10/14/2026 - 05:26 PM EDT Learn about SEC filing dates

Fox Corp false 0001754301 0001754301 2026-10-14 2026-10-14 0001754301 us-gaap:CommonStockMember 2026-10-14 2026-10-14 0001754301 us-gaap:CommonClassBMember 2026-10-14 2026-10-14

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)

October 14, 2026

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.

As previously disclosed, on June 14, 2026, Fox Corporation (“FOX” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Falcon Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), Falcon Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub 2”), and Roku, Inc., a Delaware corporation (“Roku”), pursuant to which, subject to the terms and conditions of the Merger Agreement, (i) Merger Sub 1 will merge with and into Roku (the “First Merger”), with Roku continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of the Company, and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 continuing as the surviving entity and as a wholly owned subsidiary of the Company.

On October 14, 2026, the Company held a special meeting (the “Special Meeting”) of the holders of its Class B common stock, par value $0.01 per share (the “Class B Common Stock”) to consider and vote on certain proposals in connection with the proposed transaction. A brief description of the matters voted upon at the Special Meeting, each of which is described in more detail in the Company’s joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on September 1, 2026, and the results of the voting on such matters is set forth below. At the Special Meeting, there were present, in person or by proxy, 197,480,452 shares of the Class B Common Stock entitled to vote at the Special Meeting, representing at least a majority of the 220,248,764 shares of the Class B Common Stock outstanding and entitled to vote and constituting a quorum for all matters to be presented at the Special Meeting.

Proposal 1: A proposal to approve the issuance of the Company’s Class A common stock, par value $0.01 per share, pursuant to the Merger Agreement (referred to as the “Stock Issuance Proposal”) passed and was voted upon by shares of the Class B Common Stock as set out below.

The Stock Issuance Proposal was approved by 99.9% of the votes cast by holders of outstanding Class B Common Stock entitled to vote thereon.

For:			197,363,560
Against:			71,891
Abstain			45,001

Proposal 2: In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there were not sufficient votes at the time of the Special Meeting to approve the Stock Issuance Proposal or if a quorum was not present at the Special Meeting (referred to as the “Adjournment Proposal”). The Adjournment Proposal was rendered moot in light of the approval of the Stock Issuance Proposal and so a vote on the Adjournment Proposal was not held at the Special Meeting.

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

October 14, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB