Fox (FOXA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 4, 2026, via webcast; only Class B Common Stock holders may vote.

• Key agenda: election of seven directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and a shareholder proposal on simple majority voting.

• Fiscal 2026 highlights: record revenue and Adjusted EBITDA, launch of FOX One streaming, proposed acquisition of Roku, and $2.3 billion returned to shareholders.

Voting matters and shareholder proposals

• Board recommends FOR all director nominees, FOR auditor ratification, FOR executive compensation, and AGAINST the simple majority vote proposal.

• Shareholder proposal seeks to replace supermajority voting with simple majority; Board opposes, citing protection for minority shareholders.

• All proposals require a majority of votes cast for approval.

Board of directors and corporate governance

• Board consists of seven directors, six independent; diverse skills in media, finance, technology, and public policy.

• Annual director elections with majority vote standard; Lead Independent Director has significant authority.

• Only independent directors serve on key committees; robust risk oversight and succession planning in place.

• Dual-class capital structure maintained to support journalistic independence and long-term strategy.