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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

September 21, 2023

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

001-38776

83-1825597

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

(COMMISSION

FILE NO.)

(IRS EMPLOYER

IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.01 per share	FOXA	The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share	FOX	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2023, K. Rupert Murdoch notified Fox Corporation (the “Company”) of his decision to step down as Chair of the Board of Directors of the Company (the “Board”) following the Company’s upcoming annual meeting of shareholders. Mr. Murdoch will be appointed Chairman Emeritus of the Board.

Item 8.01.

Other Events.

On September 21, 2023, the Company issued a press release announcing Mr. Murdoch’s decision to step down as Chair of the Board and appointment as Chairman Emeritus. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

On September 22, 2023, the Company issued a press release announcing the nominations of Tony Abbott AC and Margaret “Peggy” L. Johnson to the Board. A copy of the Company’s press release is attached as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number		Description

99.1		Press release issued by Fox Corporation, dated September 21, 2023.

99.2		Press release issued by Fox Corporation, dated September 22, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


FOX CORPORATION

By:		/s/ Viet D. Dinh
Name:		Viet D. Dinh
Title:		Chief Legal and Policy Officer

September 22, 2023

EX-99.1

Exhibit 99.1

K. RUPERT MURDOCH TO BE APPOINTED

CHAIRMAN EMERITUS OF FOX CORPORATION AND

NEWS CORP

Los Angeles, CA and New York, NY – September 21, 2023 – Following a career that began nearly 70 years ago in 1954, Fox Corporation (“FOX”) (Nasdaq: FOXA, FOX) and News Corporation (“News Corp”) (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) announced today that Rupert Murdoch is stepping down as chairman of each board effective as of the upcoming Annual General Meeting of Shareholders of each company in mid-November. Mr. Murdoch will be appointed Chairman Emeritus of each company. Following the Annual General Meetings, Lachlan Murdoch will become sole Chair of News Corp and continue as Executive Chair and Chief Executive Officer of Fox Corporation.

“On behalf of the FOX and News Corp boards of directors, leadership teams, and all the shareholders who have benefited from his hard work, I congratulate my father on his remarkable 70-year career,” said Lachlan Murdoch. “We thank him for his vision, his pioneering spirit, his steadfast determination, and the enduring legacy he leaves to the companies he founded and countless people he has impacted. We are grateful that he will serve as Chairman Emeritus and know he will continue to provide valued counsel to both companies.”

A timeline of Rupert Murdoch’s career is available at www.foxcorporation.com/rupert-murdoch.

Hi-res images are available to registered members of the media to download at foxcorp.foxflash.com.

About Fox Corporation

Fox Corporation produces and distributes compelling news, sports, and entertainment content through its primary iconic domestic brands, including FOX News Media, FOX Sports, FOX Entertainment, FOX Television Stations and Tubi Media Group. These brands hold cultural significance with consumers and commercial importance for distributors and advertisers. The breadth and depth of our footprint allows us to deliver content that engages and informs audiences, develop deeper consumer relationships, and create more compelling product offerings. FOX maintains an impressive track record of news, sports, and entertainment industry success that shapes our strategy to capitalize on existing strengths and invest in new initiatives. For more information about Fox Corporation, please visit www.FoxCorporation.com.

About News Corp

News Corp (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. The company comprises businesses across a range of media, including: digital real estate services, subscription video services in Australia, news and information services and book publishing. Headquartered in New York, News Corp operates primarily in the United States, Australia, and the United Kingdom, and its content and other products and services are distributed and consumed worldwide. More information is available at: http://www.newscorp.com.

Fox Corporation Corporate Communications

Brian Nick

310-369-3545

brian.nick@fox.com

Lauren Townsend

310-369-2729

lauren.townsend@fox.com

News Corp Corporate Communications

Jim Kennedy

212-416-4064

jkennedy@newscorp.com

Fox Corporation Investor Relations:

Gabrielle Brown

212-852-7720

gabrielle.brown@fox.com

Dan Carey

212-852-7955

daniel.carey@fox.com

News Corp Investor Relations

Michael Florin

212-416-3363

mflorin@newscorp.com

Anthony Rudolf

212-416-3040

arudolf@newscorp.com

EX-99.2

Exhibit 99.2

LOGO

TONY ABBOTT AC AND PEGGY JOHNSON NOMINATED TO THE

BOARD OF DIRECTORS OF FOX CORPORATION

New York, NY and Los Angeles, CA – September 22, 2023 – Fox Corporation (“FOX”) (Nasdaq: FOXA, FOX), today announced that Tony Abbott AC and Margaret “Peggy” L. Johnson have been nominated to the Board of Directors. Their nominations will be considered by shareholders at the 2023 Fox Corporation Annual Meeting later this year. Additionally, Jacques Nasser AC and Anne Dias will be finishing their terms of service following the Annual Meeting, having served as Directors of the Company since 2019.

“I want to thank Anne Dias and Jacques Nasser for their years of service to the company and for their invaluable contributions to the Board and to FOX as a whole,” said Lachlan Murdoch, Executive Chair and Chief Executive Officer, Fox Corporation. “I welcome Peggy Johnson and Tony Abbott’s nominations to the Board. They bring skills, experience and perspectives that will contribute to the Board and benefit FOX.”

Peggy Johnson has been the Chief Executive Officer of Magic Leap, Inc., since August 2020. Ms. Johnson was Executive Vice President of Business Development at Microsoft Corporation and previously served as Executive Vice President of Qualcomm Technologies, Inc. and President of Global Market Development at Qualcomm Incorporated. Ms. Johnson has served on the Board of Directors of BlackRock, Inc. since 2018 and served on the Board of Directors of Live Nation Entertainment, Inc. from 2013 to 2018.

Tony Abbott AC served as the 28th Prime Minister of Australia from 2013 to 2015. Mr. Abbott was Leader of the Liberal Party of Australia from 2009 to 2015 and a member of parliament from 1994 to 2019. Mr. Abbott has been an advisor to the UK Board of Trade since 2020.