2019 Notice of Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE SUMMARY
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The foregoing items of business are more fully described in the Company’s proxy statement. While all of the Company’s stockholders are invited to attend the Annual Meeting, only stockholders of record of the Company’s Class B Common Stock (“Class B Common Stock”) at the close of business on September 16, 2019 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of the Company’s Class A Common Stock are not entitled to notice and to vote on the matters to be presented at the Annual Meeting or any adjournment or postponement thereof.
Important Information for Holders of Class B Common Stock
It is important that your shares of Class B Common Stock be represented and voted at the Annual Meeting. If you are a holder of shares of Class B Common Stock, you may submit a proxy for those shares by telephone or the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials, or if you requested a paper proxy card, you may submit your proxy by mail if you prefer. If you attend the Annual Meeting, you may vote your shares in person. Please review the instructions on the proxy card or the information forwarded by your broker, bank or other nominee regarding the voting instructions. You may vote your shares of Class B Common Stock in person even if you previously submitted a proxy. Please note, however, that if your shares of Class B Common Stock are held of record by a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from such broker, bank or other nominee. Whether or not you plan to attend the Annual Meeting, we urge you to submit a proxy for your shares of Class B Common Stock by telephone or the Internet or, if you requested a paper proxy card, by completing and returning the proxy card as promptly as possible prior to the Annual Meeting to ensure that your shares will be represented at the Annual Meeting.
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Voting: Holders of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), are entitled to one vote per share on all matters to be presented at the Annual Meeting.
Holders of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) are not entitled to vote on the matters to be presented at the Annual Meeting. The Class A Common Stock and Class B Common Stock are referred to collectively in this proxy statement as the “Common Stock.”
Unless the context dictates otherwise, all references to “you,” “your,” “yours” or other words of similar import in this proxy statement refer to holders of Class B Common Stock.
{scroll down to page 50 of the report, which is page 56 of the .pdf}
SECURITY OWNERSHIP OF FOX CORPORATION
The following table sets forth the beneficial ownership of both Class A Common Stock and Class B Common Stock as of September 16, 2019 for the following: (i) each person who is known by the Company to own beneficially more than 5% of the outstanding shares of Class B Common Stock; (ii) each member of the Board; (iii) each named executive officer (as identified under “Compensation Discussion and Analysis — Named Executive Officers”) of the Company; and (iv) all Directors and executive officers of the Company as a group.
Common Stock Beneficially Owned(1)
Number of Shares
Beneficially Owned
Option
Shares(3)
Percent
of Class(4)
Name(2)
Non-Voting
Class A
Common
Stock(5)
Voting
Class B
Common
Stock(6)
Non-Voting
Class A
Common
Stock
Non-Voting
Class A
Common
Stock
Voting
Class B
Common
Stock(6)
Murdoch Family Trust(7)
c/o McDonald Carano, LLP
100 W. Liberty Street
10th Floor
Reno, NV 89501
19,000 102,207,826 — * 38.4%
K. Rupert Murdoch(8) 4,134,524 103,629,864 — 1.2% 38.9%
Lachlan K. Murdoch(9) 151,524 1,952 — * *
I can't get the table to format correctly, but what you need to know is that the Murdoch Family Trust, of Reno, NV, owns 38.4% of the Class B Common Stock, and K. Rupert Murdoch owns 38.9% of the Class B Common Stock. When I say that Bloomberg would have to persuade the shareholders, he'd have to persuade only one of those two shareholders to sell his (its) shares of FOX Corporation.
Bear in mind that Fox News is just one part of FOX Corporation. Per the
2019 annual report, FOX Corporation "is anchored by FOX News Media, FOX Sports, FOX Entertainment and FOX Television Stations."
It's possible you could get the Murdochs to spin off FOX News Media, but you'd still have to have lots of cash.
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