Roku (ROKU) Proxy filing summary

Executive summary

• FOX and Roku entered into a definitive merger agreement on June 14, 2026, for FOX to acquire Roku in a two-step merger, making Roku a wholly-owned subsidiary of FOX.

• Roku stockholders will receive 0.9693 shares of FOX Class A Common Stock and $96.00 in cash per Roku share, subject to certain adjustments and withholding taxes.

• The implied value of the merger consideration was $162.20 per Roku share based on FOX's unaffected share price on June 11, 2026, and $161.16 as of August 27, 2026.

• After the merger, former Roku stockholders will own approximately 27% of FOX, and existing FOX stockholders will own about 73%.

• The transaction is expected to close in the first half of 2027, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• FOX Class B Common Stockholders will vote on the issuance of FOX Class A Common Stock and on the adjournment of the special meeting if needed.

• Roku stockholders will vote on adopting the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and the adjournment of the special meeting if needed.

• Both companies' boards unanimously recommend voting in favor of all proposals.

• Voting and support agreements are in place: FOX supporting stockholders hold 38.76% of FOX Class B shares, and Roku supporting stockholders hold 54.80% of Roku voting power, ensuring approval.

Board of directors and corporate governance

• After the merger, Roku is entitled to designate one individual (Anthony Wood) to join the FOX Board.

• FOX's board is majority independent, and only FOX Class B stockholders can vote for directors.

• Both companies have robust governance and anti-takeover provisions.