Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

Amendment to Named Executive Officer Employment Arrangements

On November 9, 2021, the Compensation Committee (the "Committee") of the Board of Directors of Fox Corporation (the "Company") unanimously approved an extension of the term of the employment and compensatory arrangements with the Company's named executive officers through June 30, 2026 for Messrs. Lachlan K. Murdoch and Steven Tomsic, and through June 30, 2025 for Messrs. John P. Nallen and Viet D. Dinh. In addition, the Committee unanimously approved (a) an increase, beginning July 1, 2022, in the annual base salary and target annual equity award for Mr. Tomsic to $1,750,000 and $3,000,000, respectively; and (b) the elimination of each named executive officer's opportunity to earn an annual bonus award and continued vesting of performance-based incentive equity awards following a termination for cause.

The foregoing description of the employment agreement amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement amendments, which will be filed as exhibits to the Company's Form 10-Q for the quarter ending December 31, 2021 to be filed with the U.S. Securities and Exchange Commission.

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

The Company held its Annual Meeting of Stockholders on November 10, 2021. A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters are set forth below.

Proposal 1: The following individuals were elected as directors:





                                                             Broker
Name                       For        Against     Abstain   Non-Votes
K. Rupert Murdoch AC   220,982,442   4,861,099    28,541    4,432,642
Lachlan K. Murdoch     214,967,126   10,405,208   499,748   4,432,642
William A. Burck       181,151,934   44,691,349   28,799    4,432,642
Chase Carey            222,063,505   3,782,249    26,328    4,432,642
Anne Dias              223,651,267   2,191,687    29,128    4,432,642
Roland A. Hernandez    223,647,757   2,195,060    29,265    4,432,642
Jacques Nasser AC      222,213,058   3,632,447    26,577    4,432,642
Paul D. Ryan           213,169,948   12,155,303   546,831   4,432,642

Proposal 2: A proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2022 passed and was voted upon as follows:





For:         230,129,907
Against:         112,418
Abstain:          62,399

Proposal 3: A proposal to approve, on an advisory, nonbinding basis, named executive officer compensation passed and was voted upon as follows:





For:                  214,774,761
Against:               11,056,862
Abstain:                   40,459
Broker Non-Votes:       4,432,642

Proposal 4: A stockholder proposal to disclose direct and indirect lobbying activities and expenditures did not pass and was voted upon as follows:





For:                   96,280,597
Against:              127,807,259
Abstain:                1,784,226
Broker Non-Votes:       4,432,642

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Proposal 5: A stockholder proposal to transition to a public benefit corporation did not pass and was voted upon as follows:





For:                    2,415,527
Against:              222,610,754
Abstain:                  845,801
Broker Non-Votes:       4,432,642

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