Fox (FOXA) EGM 2026 summary

Opening remarks and agenda

• Special meeting convened October 14, 2026, to consider issuing Class A shares in connection with the proposed Roku acquisition.

• Joint proxy statement and prospectus filed with the SEC on September 1, 2026, identified as the main source of transaction information.

• Two agenda items: the stock issuance proposal and a conditional proposal to adjourn for more proxies if votes or quorum were insufficient.

Specific resolutions to be voted on

• Proposal I sought approval to issue Class A common stock under the merger agreement dated June 14, 2026, among the parties and two wholly owned subsidiaries.

• Proposal II would authorize adjournment, if needed, to solicit more proxies if the issuance proposal lacked sufficient votes or a quorum was absent.

• Each proposal required a majority of votes cast by eligible Class B holders; the Board recommended voting for both.

Discussions on mergers, acquisitions, or other significant changes

• Proposed acquisition would combine live sports and news content with Roku’s streaming distribution and technology platform.

• The share issuance was pursuant to a merger agreement that could be amended, restated, supplemented, or otherwise modified.