NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held on November 10, 2016
Dear Stockholder:
The Annual Meeting of Stockholders (the “Annual
Meeting”) of Twenty-First Century Fox, Inc. (the “Company”) will be held on November 10, 2016 at 10:00 a.m. (Pacific Time) at the Zanuck Theatre at Fox Studios, 10201 West Pico Boulevard, Los Angeles, California 90035.
A shuttle service will be available to take you to the Annual Meeting from Century Park West Parking Structure, 2030 Century Park West, Los Angeles, California
90067, where complimentary parking for the Annual Meeting will be provided. Parking will not be available at Fox Studios. Please see the map and instructions in Appendix A for parking information and other logistical details. We suggest arriving at
least 45 minutes early to allow sufficient time to park, take the shuttle provided by the Company to the meeting site and complete the admission process. Registration will close ten minutes before the meeting begins. You will not be able to enter
the Annual Meeting except by the shuttle service provided by the Company.
At the Annual Meeting, stockholders will be asked to:
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elect the 13 Directors identified in this proxy statement to the Board of Directors;
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ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2017;
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consider an advisory vote to approve executive compensation; and
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consider any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.
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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 at the close of business on September 13, 2016 (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 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 the Company’s 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 if you are unable to attend.
If you are planning to attend the Annual Meeting in person, you will be asked to register before entering the
Annual Meeting.
You must request an admission ticket in advance and your request must be received by November 7, 2016. All attendees will be required to present the admission ticket and a government-issued photo identification (e.g.,
driver’s license or passport) to enter the Annual Meeting. You may request an admission ticket by:
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if you are a stockholder of record, visiting
www.21cfannualmeeting.com/2016
and following the instructions provided;
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sending an e-mail to the Corporate Secretary at 2016AnnualMeeting@21cf.com providing the name under which you hold shares of record or a properly executed proxy card, or evidence of your beneficial ownership as
described below;
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calling the Corporate Secretary at (212) 852-7000; or
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sending a fax to the Corporate Secretary at (212) 852-7217 providing the name under which you hold shares of record or a properly executed proxy card, or evidence of your beneficial ownership as described below.
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If you are a stockholder of record, your ownership of the Company’s common stock will be verified against the list of stockholders of
record as of the Record Date prior to your being issued an admission ticket.
If you are not a stockholder of record and hold your shares of common stock in “street name,” i.e., your shares of common stock are held in a brokerage account
or by a bank or other nominee, you will need to send a request for an admission ticket either by e-mail or fax along with proof of beneficial ownership as of the Record Date, such as an account statement or letter from your broker, bank or nominee
indicating that you were the beneficial owner of the shares on the Record Date.
Requests for admission tickets will be processed in the order in which they are received and must be received by November 7, 2016.
Seating at the Annual Meeting will begin at 9:00 a.m. (Pacific Time). Prior to entering the Annual Meeting, all bags will be subject to search and all persons may be
subject to a metal detector and/or hand wand search. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. The security procedures may require additional time, so please plan accordingly. We suggest
arriving at least 45 minutes early to the Annual Meeting. Registration will close ten minutes before the meeting begins.
If you do not provide an admission ticket and government-issued photo identification or do not comply with the other
registration and security procedures described above, you will not be admitted to the Annual Meeting. The Company reserves the right to remove persons from the Annual Meeting who disrupt the Annual Meeting or who do not comply with the rules and
procedures for the conduct of the Annual Meeting.
The Annual Meeting will be audiocast live on the Internet at
www.21cf.com
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In accordance with the rules of the Securities and Exchange Commission, instead of mailing a printed copy of the Company’s proxy statement, annual report and other
materials (the “proxy materials”) relating to the Annual Meeting to stockholders, the Company may furnish proxy materials to stockholders on the Internet by mailing a Notice of Internet Availability of Proxy Materials (the “Notice of
Internet Availability”) to inform stockholders when the proxy materials are available on the Internet. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials unless you
specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of the Company’s proxy materials and the Company’s annual report, as well as how to submit your proxy, over the
Internet. If you receive a Notice of Internet Availability and would still like to receive a printed copy of the Company’s proxy materials, including a proxy card or voting instruction card, you should follow the instructions for requesting
these materials included in the Notice of Internet Availability.
If you would like to register to receive materials relating to next year’s annual meeting of
stockholders electronically instead of by mail, please go to
www.21cf.com/investor/ElectronicDelivery/
and follow the instructions to enroll. We highly recommend that you consider electronic delivery of these documents as it helps lower the
Company’s costs and reduce the amount of paper mailed to your home.
Laura A. Cleveland
Corporate Secretary
New York, New York
September 23, 2016
YOUR VOTE IS IMPORTANT
REGARDLESS OF HOW MANY SHARES OF THE COMPANY’S CLASS B COMMON STOCK YOU OWN AS OF THE RECORD DATE, PLEASE SUBMIT A PROXY FOR YOUR SHARES BY TELEPHONE OR
INTERNET, OR IF YOU HAVE REQUESTED A PAPER PROXY CARD, BY COMPLETING, SIGNING AND DATING THE PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, THE COMPANY ASKS YOUR COOPERATION IN PROMPTLY SUBMITTING YOUR PROXY BY TELEPHONE, INTERNET OR PROXY CARD.
TABLE OF CONTENTS
GENERAL
Persons Making the Solicitation
This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Twenty-First Century Fox, Inc. (the
“Company” or “21st Century Fox”) of proxies for use at an Annual Meeting of Stockholders (the “Annual Meeting”) to be held on November 10, 2016 at 10:00 a.m. (Pacific Time) at the Zanuck Theatre at Fox Studios,
10201 West Pico Boulevard, Los Angeles, California 90035 and at any adjournment or postponement thereof.
A shuttle service will be available to take you to
the Annual Meeting from Century Park West Parking Structure, 2030 Century Park West, Los Angeles, California 90067, where complimentary parking for the Annual Meeting will be provided. Parking will not be available at Fox Studios. Please see the map
and instructions in Appendix A for parking information and other logistical details. We suggest arriving at least 45 minutes early to allow sufficient time to park, take the shuttle provided by the Company to the meeting site and complete the
admission process. Registration will close ten minutes before the meeting begins. You will not be able to enter the Annual Meeting except by the shuttle service provided by the Company.
This proxy statement is first being made available to stockholders on or about September 23, 2016. You are requested to submit your proxy in order to ensure that
your shares are represented at the Annual Meeting.
The expense of soliciting proxies will be borne by the Company. Proxies will be solicited principally through
the use of the mail, but Directors, officers and regular employees of the Company may solicit proxies personally, by telephone or special letter without any additional compensation. Also, the Company will reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for any reasonable expenses in forwarding proxy materials to beneficial owners.
Outstanding Shares
The Company has two classes of common stock, Class A
Common Stock, par value $0.01 per share (“Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (“Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”).
Holders of 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 are not entitled to vote on the matters to be presented at the Annual Meeting. 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.
Record Date
The Board has fixed the close of business on September 13, 2016 as the record date for determining which of the Company’s stockholders are entitled to notice
of and to vote at the Annual Meeting and any adjournment or postponement thereof in person or by proxy (the “Record Date”). If the Annual Meeting is adjourned or postponed, notice of such adjournment or postponement will be provided to all
stockholders of record entitled to vote at the Annual Meeting in accordance with applicable law and the Company’s Amended and Restated By-laws (the “By-laws”).
Holders of Class A Common Stock are not entitled to vote on the matters to be presented at the Annual Meeting.
As of the Record Date, there were 798,520,953
shares of Class B Common Stock outstanding and entitled to vote held by approximately 10,676 holders of record. Each share of Class B Common Stock held as of the Record Date is entitled to one vote per share on all matters to be presented at the
Annual Meeting. A list of the stockholders of record entitled to vote as of the Record Date will be available at the Annual Meeting and at the Company’s principal executive offices during the ten days prior to the Annual Meeting.
If your shares of Class A Common Stock or Class B Common Stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you
are a stockholder of record, and these proxy materials are being sent directly to you from the Company. As the stockholder of record of Class B Common Stock as of the Record Date, you have the right to grant your voting proxy directly to the Company
or to vote in person at the Annual Meeting.
If your shares of Class A Common Stock or Class B Common Stock are held in “street name,” meaning your
shares of Class A Common Stock or Class B Common Stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of these shares and these proxy materials are being forwarded to you by your broker, bank or
nominee, who is considered the stockholder of record with respect to such shares. As the beneficial owner of Class B Common Stock as of the Record Date, you have the right to direct your broker, bank or nominee on how to vote and you will receive
instructions from your broker, bank or other nominee describing how to vote your shares of Class B Common Stock. However, since you are not the stockholder of record, you may not vote these shares of Class B Common Stock in person at the Annual
Meeting unless you obtain a signed proxy from the stockholder of record (i.e., your broker, bank or nominee) giving you the right to vote such shares.
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2016 Proxy Statement
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GENERAL
Internet Availability of Proxy Materials
In accordance with the rules of the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of the Company’s proxy statement,
annual report and other materials (the “proxy materials”) relating to the Annual Meeting to stockholders, the Company may furnish proxy materials to stockholders on the Internet by providing a Notice of Internet Availability of Proxy
Materials (the “Notice of Internet Availability”) to inform stockholders when the proxy materials are available on the Internet. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy
materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of the Company’s proxy materials, as well as how to submit your proxy, over the Internet. If you
receive a Notice of Internet Availability and would still like to receive a printed copy of the Company’s proxy materials, including a proxy card or voting instruction card, you should follow the instructions for requesting these materials
included in the Notice of Internet Availability.
The Company intends to commence distribution of the Notice of Internet Availability to stockholders on or about
September 23, 2016.
The Company will first make available the proxy solicitation materials at
www.proxyvote.com
on or about September 23, 2016 to
all stockholders entitled to vote at the Annual Meeting. You may also request a printed copy of the proxy solicitation materials by any of the following methods: via Internet at
www.proxyvote.com
; by telephone at 1-800-579-1639; or by
sending an e-mail to sendmaterial@proxyvote.com. Our 2016 annual report to stockholders will be made available at the same time and by the same methods.
Only
one copy of this proxy statement is being delivered to multiple stockholders sharing an address unless the stockholders have notified the Company of their desire to receive multiple copies of the proxy statement. The Company will promptly deliver,
upon oral or written request, a separate copy of the proxy statement to any stockholder residing at a shared address to which only one copy was mailed. Requests for additional copies of the proxy statement for the current year or future years should
be directed to the Corporate Secretary at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036. Alternatively, additional copies of this proxy statement may be requested via Internet at
www.proxyvote.com
, by telephone at
1-800-579-1639, or by sending an email to sendmaterial@proxyvote.com. Stockholders of record residing at the same address and currently receiving multiple copies of the proxy statement may contact the Corporate Secretary to request that only a
single copy of the proxy statement be mailed in the future.
Voting and Submission of Proxies
The persons named on the proxy card and on the Company’s
voting website at
www.proxyvote.com
(the “proxy holders”) have been designated by the Board to vote the shares represented by proxy at the Annual Meeting. The proxy holders are officers of the Company. They will vote the shares
represented by each valid and timely received proxy in accordance with the stockholder’s instructions, or if no instructions are specified, the shares represented by the proxy will be voted “FOR” Proposals 1, 2 and 3 in accordance
with the recommendations of the Board as described in this proxy statement. If any other matter properly comes before the Annual Meeting, the proxy holders will vote on that matter in their discretion.
If you are a holder of Class B Common Stock, telephone and Internet proxy submission is available 24 hours a day through 11:59 p.m. (Eastern Time) on the day before the
Annual Meeting date or the applicable cut-off date. If you are located in the United States or Canada and are a stockholder of record, you can submit a proxy for your shares by calling toll-free 1-800-690-6903. Whether you are a stockholder of
record or a beneficial owner, you can also submit a proxy for your shares by Internet at
www.proxyvote.com.
Both the telephone and Internet systems have easy to follow instructions on how you may submit a proxy for your shares and allow you
to confirm that the system has properly recorded your proxy. If you are submitting a proxy for your shares by telephone or Internet, you should have in hand when you call or access the website, as applicable, the Notice of Internet Availability or
the proxy card or voting instruction card (for those holders who have received, by request, a hard copy of the proxy card or voting instruction card). If you submit a proxy by telephone or Internet, you do not need to return your proxy card to the
Company. A telephone or Internet proxy must be received no later than 11:59 p.m. (Eastern Time) on the day before the Annual Meeting date or the applicable cut-off date.
If you have received, by request, a hard copy of the proxy card or voting instruction card, and wish to submit your proxy by mail, you must complete, sign and date the
proxy card or voting instruction card and return it in the envelope provided so that it is received prior to the Annual Meeting.
While the Company encourages
holders of Class B Common Stock to vote by proxy, you also have the option of voting your shares of Class B Common Stock in person at the Annual Meeting. If your shares of Class B Common Stock are registered directly in your name with the
Company’s transfer agent, you are considered the stockholder of record with respect to such shares of Class B Common Stock and you have the right to attend the Annual Meeting and vote in person, subject to
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2016 Proxy Statement
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GENERAL
compliance with the procedures described below. If your shares of Class B Common Stock are held
in a brokerage account or by a bank or other nominee, you are the beneficial owner of such shares. As such, in order to attend the Annual Meeting or vote in person, you must obtain and provide when you request an admission ticket a properly executed
proxy from the stockholder of record (i.e., your broker, bank or other nominee) giving you the right to vote the shares of Class B Common Stock.
Revocation of
Proxies
A proxy may be changed or revoked by a
stockholder at any time prior to the voting at the Annual Meeting:
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if you are a holder of record of Class B Common Stock, by notifying in writing our Corporate Secretary, Laura A. Cleveland, at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036;
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by attending the Annual Meeting and voting in person (your attendance at the Annual Meeting will not by itself revoke your proxy);
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by submitting a later-dated proxy card;
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if you submitted a proxy by telephone or Internet, by submitting a subsequent proxy by telephone or Internet; or
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if you have instructed a broker, bank or other nominee to vote your shares, by following the directions received from your broker, bank or other nominee to change those instructions.
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Attending the Annual Meeting in Person
While all of the Company’s stockholders are invited to attend the Annual Meeting, only holders of Class B Common Stock are entitled to vote at the Annual
Meeting.
As discussed above, if your shares of Class B Common Stock are registered directly in your name with the Company’s transfer agent, you are considered the stockholder of record with respect to such shares of Class B Common Stock and
you have the right to attend the Annual Meeting and vote in person, subject to compliance with the procedures described below. If your shares of Class B Common Stock are held in a brokerage account or by a bank or other nominee, you are the
beneficial owner of such shares. As such, in order to attend the Annual Meeting and vote in person, you must obtain and present at the time of admission a properly executed proxy from the stockholder of record giving you the right to vote the shares
of Class B Common Stock.
If you are planning to attend the Annual Meeting in person, you will be asked to register prior to entering the Annual Meeting. You must
request an admission ticket in advance and your request must be received by November 7, 2016. All attendees will be required to present the admission ticket and a government-issued photo identification (e.g., driver’s license or passport)
to enter the Annual Meeting. You may request an admission ticket by:
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if you are a stockholder of record, visiting
www.21cfannualmeeting.com/2016
and following the instructions provided;
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sending an e-mail to the Corporate Secretary at 2016AnnualMeeting@21cf.com providing the name under which you hold shares of record or a properly executed proxy card, or evidence of your beneficial ownership as
described below;
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calling the Corporate Secretary at (212) 852-7000; or
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sending a fax to the Corporate Secretary at (212) 852-7217 providing the name under which you hold shares of record or a properly executed proxy card, or evidence of your beneficial ownership as described below.
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If you are a stockholder of record, your ownership of Common Stock will be verified against the list of stockholders of record as of the Record Date
prior to being issued an admission ticket. If you are not a stockholder of record and hold your shares of Common Stock in “street name,” i.e., your shares of Common Stock are held in a brokerage account or by a bank or other nominee, you
will need to send a request for an admission ticket either by e-mail or fax along with proof of beneficial ownership as of the Record Date, such as an account statement or letter from your broker, bank or nominee indicating that you were the
beneficial owner of the shares on the Record Date, and a copy of the voting instruction card provided by your broker, bank or nominee, or similar evidence of ownership on the Record Date. Requests for admission tickets will be processed in the order
in which they are received and must be received by November 7, 2016.
Seating at the Annual Meeting will begin at 9:00 a.m. (Pacific Time). Prior to entering
the Annual Meeting, all bags will be subject to search and all persons may be subject to a metal detector and/or hand wand search. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. The security
procedures may require additional time, so please plan accordingly. We suggest arriving at least 45 minutes early to the Annual Meeting. Registration will close ten minutes before the meeting begins.
If you do not provide an admission ticket and
government-issued photo
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2016 Proxy Statement
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GENERAL
identification or do not comply with the other registration and security procedures described above, you will not be admitted to the Annual Meeting. The Company
reserves the right to remove persons from the Annual Meeting who disrupt the Annual Meeting or who do not comply with the rules and procedures for the conduct of the Annual Meeting.
If you require any special accommodations at the Annual Meeting due to a disability, please contact the Corporate Secretary at (212) 852-7000 or send an email to
2016AnnualMeeting@21cf.com and identify your specific need no later than November 7, 2016.
The Annual Meeting will be audiocast live on the Internet at
www.21cf.com
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Required Vote
Quorum
. In order for the Company to conduct the Annual Meeting, the holders of a majority of the Class B Common Stock outstanding and entitled to vote as of
the Record Date must be present in person or represented by proxy at the Annual Meeting. Abstentions and “broker non-votes” will be counted for purposes of establishing a quorum at the Annual Meeting. A “broker non-vote” occurs
when you do not give your broker or nominee instructions on how to vote your shares of Class B Common Stock.
Whether or not you plan to attend the Annual Meeting,
we urge you to vote your shares of Class B Common Stock by submitting your proxy by telephone or the Internet or, if you requested a hard copy of the proxy card or voting instruction card, by completing and returning the proxy card or voting
instruction card as promptly as possible in the accompanying postage-paid envelope prior to the Annual Meeting to ensure that your shares of Class B Common Stock will be represented at the Annual Meeting if you are unable to attend and so that the
Company will know as soon as possible that enough votes will be present for the Annual Meeting to be held.
Election of Directors
. In an uncontested
election, each Director shall be elected by a majority of the votes cast. This means that the number of votes cast “FOR” a Director’s election exceeds the number of votes cast “AGAINST” that Director’s election. A
properly executed proxy marked “ABSTAIN” with respect to the election of one or more Directors or shares held by a broker for which voting instructions have not been given will not be counted as a vote cast either “FOR” or
“AGAINST” with respect to the Director or Directors indicated. If you do not instruct your broker, bank or other nominee how to vote in the election of Directors, no votes will be cast on your behalf. In a contested election where the
number of nominees for Director exceeds the number of Directors to be elected, each Director shall be elected by a plurality of the votes cast. The election of the 13 Director nominees at the Annual Meeting will be an uncontested election.
Ratification of Independent Registered Public Accounting Firm
. Ratification of the selection of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the fiscal year ending June 30, 2017 requires a majority of the votes cast at the Annual Meeting to be voted “FOR” the proposal. Abstentions and broker non-votes will have no effect on the outcome
of the votes cast on this proposal.
Advisory Vote on Executive Compensation
. We will consider this proposal to be approved, on an advisory basis, if a
majority of the votes cast at the Annual Meeting is voted “FOR” the proposal. Abstentions and broker non-votes will not be counted as a vote cast either “FOR” or “AGAINST” executive compensation.
Other Items
. Under the Company’s By-laws and the NASDAQ Stock Market (“NASDAQ”) listing rules, approval of each other proposal to be voted
upon at the Annual Meeting requires a majority of the votes cast at the Annual Meeting to be voted “FOR” the proposal. A properly executed proxy marked “ABSTAIN” with respect to any proposal and broker non-votes will not be
counted as a vote cast “FOR” or “AGAINST” that proposal.
All shares of Class B Common Stock represented by properly executed proxies, which are
submitted or returned and not revoked, will be voted in accordance with your instructions. If no instructions are provided in a properly executed proxy, the number of shares of Class B Common Stock represented by such proxy will be voted:
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“FOR” the election of each of the Director nominees;
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“FOR” the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2017;
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“FOR”, on an advisory basis, the approval of executive compensation; and
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in accordance with the holder of the proxy’s discretion as to any other matters raised at the Annual Meeting.
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A
representative of American Election Services, LLC has been appointed to act as independent Inspector of Elections for the Annual Meeting and will tabulate the votes.
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2016 Proxy Statement
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PROXY SUMMARY
We provide below highlights of certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider
before you decide how to vote. You should read the entire proxy statement carefully before voting.
2016 Business Highlights
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The Company continued to grow its television and cable channel businesses through obtaining and increasing retransmission and affiliate compensation and to pursue wider distribution through emerging over-the-top
products like Sling TV, which offers a multi-stream tier of FOX programming, our participation in Hulu’s soon to be launched new live and on-demand service and the launch of live streaming of FOX primetime entertainment programming on a
national basis on FOX NOW.
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The FOX broadcast network continued its prime-time turnaround with successful seasons of
Empire
and the reboot of
The X
-Files, which were, respectively, the highest rated broadcast series and highest rated
new series of the season as well as
Grease: Live
which was the highest rated scripted special of the season.
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FOX Sports brand accounted for over 25% of all domestic sports television viewership through the expanded reach of its broadcast network and its national and regional sports channels.
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Fox News Channel continued its dominance in the domestic cable news category by being the highest rated cable news network for the 58th consecutive quarter and achieved its highest level of total day viewership in the
network’s history.
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The Company solidified one of its core brands through the expansion of its partnership with the National Geographic Society by combining its National Geographic television channels with National Geographic’s
publishing, travel and other media and consumer-oriented assets.
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The Company’s filmed entertainment business was successful in creating and growing new and existing film franchises such as
Deadpool
, while also bringing new compelling stories to the screen, including the
highly successful
The Martian
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Twentieth Century Fox Television production studio had three of the year’s top four broadcast series in the 18 to 49-year-old adults demographic, including
Empire, The X-Files
and
Modern Family
, and
the number one new comedy of the season,
Life in Pieces
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The Company expanded its footprint in India through the acquisition of the broadcast business of MAA Television Network Limited (“MAA TV”), giving STAR India access to the Telugu TV market (the second largest
regional market in India in terms of revenue potential) and through the launch of
hotstar
, a digital streaming platform, which has over 72 million downloads as of June 30, 2016.
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Net cash provided by operating activities was $3.0 billion.
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The Company returned a significant amount of cash to stockholders through stock repurchases of approximately $5.0 billion during fiscal 2016 and dividends of approximately $586 million.
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Executive Compensation Matters
The Company seeks to closely align the interests of our named executive officers with the interests of the Company’s stockholders. Several important features of
our executive compensation program are:
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The Company’s executive compensation program is designed to attract, retain and motivate top executive talent, drive performance without encouraging unnecessary or excessive risk-taking and support both the
short-term and long-term growth for stockholders.
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Pay is based on performance. Approximately 85% of the Chief Executive Officer’s and 79% of the other named executive officers’ fiscal 2016 target total direct compensation was “at-risk” and dependent
upon performance, with most of the compensation subject to the achievement of short-term and long-term financial and business objectives and 100% of the long-term incentive awards to our named executive officers based on Company performance.
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•
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The Company’s annual bonus and long-term incentive programs for its named executive officers rely on a number of diversified performance metrics. The annual bonus program bases a significant portion of each named
executive officer’s total compensation opportunity upon individual and group contributions and the achievement of target financial performance. The performance-based long-term incentive program relies on multiple pre-set, three-year financial
performance metrics.
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2016 Proxy Statement
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5
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The Compensation Committee approves in advance the framework for the annual bonus, including a determination at the beginning of the performance period of performance levels for the achievement of the financial
performance metric upon which two-thirds of the annual bonus is based. These performance levels and corresponding payout opportunities as a percentage of the financial performance portion of the annual bonus were disclosed in the Company’s
proxy statement for the prior fiscal year.
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The Company has strong governance policies related to executive compensation. The Compensation Committee is comprised entirely of independent Directors. In addition, the Company’s compensation programs include risk
mitigation features, such as Board and management discretion and oversight, a balance of annual and long-term incentives for senior executives, the use of multiple performance metrics, and recoupment provisions for named executive officers’
bonus compensation. The Compensation Committee annually oversees an assessment of risks related to compensation policies and practices.
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The Compensation Committee maintains stock ownership guidelines which apply to the Company’s named executive officers.
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All equity awards granted to our named executive officers are performance-based and stock-settled.
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The Company prohibits all Directors and employees, including our named executive officers, from engaging in short sales of the Company’s securities and investing in Company-based derivative securities. In addition,
the Company prohibits all executive officers and directors from pledging any Company securities that they hold directly or unvested equity compensation.
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The “Compensation Discussion and Analysis” begins on page 26 and the Fiscal 2016 Summary Compensation Table and other related tables and disclosure begins on
page 42.
Leadership Transition
Following the completion of a multi-year succession planning process by the Compensation Committee and the Board to ensure stable, long-term leadership for the Company,
the Company announced a series of senior management changes which became effective July 1, 2015. Messrs. K.R. Murdoch and L.K. Murdoch serve as Executive Chairmen of the Board, and Mr. J.R. Murdoch serves as Chief Executive Officer of the
Company and continues to serve as a Director of the Company. Mr. Carey served through June 30, 2016 as the Executive Vice Chairman of the Board and, beginning July 1, 2016, Mr. Carey became a consultant to the Company and
continues to serve on the Board as Vice Chairman.
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6
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2016 Proxy Statement
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Meeting Agenda Items
Proposal No. 1: Election of
Directors
Stockholders are being asked to elect 13 Directors. Each of the current Directors is standing for re-election to hold office until the
next annual meeting or until his or her successor is duly elected and qualified. All current Directors attended at least 75% of the regularly scheduled and special meetings of the Board held during the period for which he or she has been a Director
and the meetings of the committees on which he or she served. The following table summarizes information about our Director Nominees. For detailed biographical information, please see page 9, “Proposal No. 1”.
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Director
Since
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Committee Memberships
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Director
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Occupation
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Independent
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A
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C
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NCG
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K. Rupert
Murdoch
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1979
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Executive Chairman,
21st Century Fox
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Lachlan K. Murdoch
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1996
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Executive Chairman,
21st
Century Fox
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Delphine Arnault
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2013
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Executive Vice President,
Louis Vuitton Malletier
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James W. Breyer
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2011
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Founder and Chief Executive Officer,
Breyer Capital
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Chair
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Chase Carey
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2009
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Vice Chairman,
21st
Century Fox
Chairman,
Formula One
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David F. DeVoe
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1990
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Senior Advisor,
21st
Century Fox
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Viet Dinh
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2004
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Founding Partner,
Bancroft
PLLC
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Chair
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Sir Roderick I. Eddington
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1999
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Non-Executive Chairman,
Australia and New Zealand, J.P. Morgan
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Chair
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James R. Murdoch
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2007
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Chief Executive Officer,
21st Century Fox
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Jacques Nasser
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2013
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Chairman,
BHP
Billiton
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Robert S. Silberman
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2013
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Executive Chairman,
Strayer Education, Inc.
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Tidjane Thiam
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2014
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Chief Executive Officer,
Credit Suisse Group AG
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Jeffrey W. Ubben
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2015
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Chief Executive Officer and Chief
Investment Officer, ValueAct Capital
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A = Audit Committee
C = Compensation Committee
NCG = Nominating and Corporate Governance Committee
Proposal No. 1 Recommendation: The Board unanimously recommends a vote
“FOR” the election of each of the nominees listed above.
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2016 Proxy Statement
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7
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Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting
Firm
Subject to stockholder ratification, the Audit Committee has selected Ernst & Young LLP (“EY”) as the Company’s
independent registered public accounting firm to audit the books and accounts of the Company for the fiscal year ending June 30, 2017. EY has audited the books and records of the Company since the fiscal year ended June 30, 2002. For a
detailed description of the fees paid to EY, please see page 20, “Proposal No. 2”. A representative of EY is expected to be present at the Annual Meeting to respond to appropriate questions and will be given the opportunity to
make a statement if the representative desires to do so.
Proposal No. 2 Recommendation: The Board unanimously recommends a vote
“FOR” the proposal to ratify Ernst & Young LLP as the Company’s independent
registered public accounting firm for the fiscal year ending June 30, 2017.
Proposal No. 3: Advisory Vote on Executive Compensation
The Company is asking its stockholders to indicate their support for the Company’s compensation of its named executive officers. The Company holds this vote,
commonly known as a “say on pay” vote, on an annual basis.
Proposal No. 3 Recommendation: The Board unanimously recommends an advisory vote
“FOR” the approval of the compensation of our named executive officers.
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8
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2016 Proxy Statement
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
The following table lists the nominees for election as Directors under Proposal 1. Each Director nominated in Proposal 1, if elected, is to hold office until the next
annual meeting or until his or her successor is duly elected and qualified. If, for any reason, any of the Director nominees become unavailable for election, the proxy holders may exercise discretion to vote for a substitute nominee proposed by the
Board. The information with respect to principal occupation or employment, other affiliations and business experience was furnished to the Company by the respective Director nominee. The ages shown are as of September 23, 2016. Each of the
Director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.
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K. Rupert Murdoch AC
Age: 85
Director Since: 1979
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K. Rupert Murdoch AC has been Executive Chairman of the Board since July 2015 after serving as Chief Executive Officer of the
Company from 1979 to July 2015 and its Chairman since 1991. Since July 2016, Mr. K.R. Murdoch has served as Chairman and acting CEO of Fox News Channel and Fox Business Network, each a subsidiary of the Company. He also has served as the Executive
Chairman of News Corporation (“News Corp”) since 2012. Mr. K.R. Murdoch is the father of Messrs. J.R. Murdoch and L.K. Murdoch.
Mr. K.R. Murdoch has been the driving force behind the evolution of the Company from the single, family-owned Australian newspaper he took over in 1953 to the global
public media and entertainment company it is today. Mr. K.R. Murdoch brings to the Board invaluable knowledge and expertise regarding the Company’s history and provides strong operational leadership and broad strategic vision for the
Company’s future.
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Lachlan K. Murdoch
Age: 45
Director Since: 1996
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Lachlan K. Murdoch has been Executive Chairman of the Board since July 2015 after serving as Co-Chairman since 2014. He has
served as a Director of the Company since 1996. Mr. L.K. Murdoch has served as Executive Chairman of Nova Entertainment, an Australian media company, since 2009. He has served as the Executive Chairman of Illyria Pty Ltd, a private company,
since 2005. Mr. L.K. Murdoch served as a Director of Ten Network Holdings Limited, an Australian media company, from 2010 to 2014 and as its Non-Executive Chairman from 2012 to 2014, after serving as its Acting Chief Executive Officer from 2011 to
2012. Since 2013, he has served as a Director of News Corp and as its Co-Chairman since 2014. Mr. L.K. Murdoch served as an advisor to the Company from 2005 to 2007, and served as its Deputy Chief Operating Officer from 2000 to 2005. Mr. L.K.
Murdoch is the son of Mr. K.R. Murdoch and the brother of Mr. J.R. Murdoch.
Mr. L.K.
Murdoch brings a wealth of knowledge regarding the Company’s operations, as well as management and strategic skills, to the Board. With his extensive experience serving in several senior leadership positions within the Company, including
currently as Executive Chairman and previously as Deputy Chief Operating Officer, as well as his extensive expertise in the media industry, Mr. L.K. Murdoch offers the Board strong leadership in developing global strategies and guiding the overall
corporate agenda.
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Delphine Arnault
Age:
41
Director Since: 2013
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Delphine Arnault has been a Director of the Company since 2013. Ms. Arnault has been Executive Vice President of Louis Vuitton
Malletier since 2013. She served as Deputy General Manager at Christian Dior Couture from 2008 to 2013 and has served as a Director of Christian Dior SA since 2012. She was a consultant at McKinsey & Company before joining Christian Dior Couture
in 2001. Ms. Arnault has served as a Director of LVMH Moët Hennessy—Louis Vuitton SA (“LVMH”) since 2003 and of several of LVMH’s subsidiaries including Loewe SA, Emilio Pucci Srl, Les Échos, Château Cheval
Blanc and Céline. She has also served as a Director of M6—Metropole Television SA since 2009 and Havas since 2013.
Ms. Arnault’s career at LVMH has given her significant experience in business strategy, product development and brand management. She offers the Board a valuable
international perspective and strong leadership skills.
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2016 Proxy Statement
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9
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
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James W. Breyer
Age: 55
Director Since: 2011
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James W. Breyer has been a Director of the Company since 2011 and serves as Chairman of the Compensation Committee and as a
member of the Nominating and Corporate Governance Committee. Mr. Breyer is the Founder and Chief Executive Officer of Breyer Capital, a global diversified investment firm, and was a Partner of Accel Partners, a venture capital firm, from 1987 to
April 2016. Mr. Breyer has been an active investor in China for over a decade and is an outside advisor to and an investor in IDG China Capital Funds. Mr. Breyer was elected as a fellow in 2013 to the join the Harvard Corporation, the
University’s senior governing body. He has served as a Director of Blackstone Group LP since July 2016. He previously served as a Director of Etsy, Inc. from 2008 to June 2016, a Director of Dell Inc. from 2009 to 2013, a Director of Facebook,
Inc. from 2005 to 2013, a Director of Wal-Mart Stores, Inc. from 2001 to 2013, a Director of Model N, Inc. from 2000 to 2013 and a Director of Brightcove Inc. from 2005 to 2013.
As a venture capitalist and an investor in a diverse portfolio of companies, including numerous
consumer Internet, media, and technology companies, Mr. Breyer has significant experience in strategic planning and investment management. His entrepreneurial vision, investment expertise and in-depth knowledge of new and existing technologies offer
valuable insight into industries relevant to the Company’s business operations.
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Chase Carey
Age: 62
Director Since: 2009
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Chase Carey has been the Vice Chairman of the Board and a consultant to the Company since July 2016. He has served as Chairman of
Formula One since September 2016. Mr. Carey previously served as Executive Vice Chairman of the Company from July 2015 through June 2016 and as President and Chief Operating Officer of the Company and Deputy Chairman of the Board from 2009 through
June 2015. Mr. Carey served the Company in numerous roles beginning in 1988, including as Co-Chief Operating Officer from 1996 to 2002, as a consultant from 2002 to 2003 and as a Director from 1996 to 2007. Mr. Carey served on the
Supervisory Board of Sky Deutschland from 2010 to 2014 and served as its Chairman from 2010 to 2013. Since 2013, Mr. Carey has served as a Director of Sky plc (“Sky”), where he previously served as a Director from 2003 to 2008. He has
served as a Director of Saban Capital Acquisition Corp. since September 2016. Mr. Carey served as President and Chief Executive Officer and a Director of DIRECTV from 2003 to 2009.
As the Vice Chairman and a consultant to the Company, Mr. Carey is a key advisor to the Company and
its management team. He has a broad and deep understanding of the Company and its operations, having served in a variety of leadership positions within the Company and with its affiliates for 27 years. Mr. Carey brings valuable executive leadership
experience to the Board, as well as unparalleled expertise in the media and satellite television industries. He also brings his experience of having served on the boards of other large public companies.
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David F. DeVoe
Age:
69
Director Since: 1990
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David F. DeVoe has been a Director of the Company since 1990. Mr. DeVoe currently serves as a Senior Advisor of the Company.
He served as the Company’s Chief Financial Officer from 1990 to 2013. Mr. DeVoe served as a Director of Sky from 1994 to November 2015.
Mr. DeVoe has an extensive knowledge of the Company and its operations having served as the Chief Financial Officer of the Company for 23 years. Mr. DeVoe’s
financial acumen and perspective offer the Board key insight into the business of the Company.
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Viet Dinh
Age: 48
Director Since: 2004
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Viet Dinh has been a Director of the Company since 2004 and serves as Chairman of the Nominating and Corporate Governance
Committee. Mr. Dinh is a Professorial Lecturer in Law and Distinguished Lecturer in Government at Georgetown University. Mr. Dinh is the Founding Partner of Bancroft PLLC and in that capacity has acted as General Counsel and Corporate Secretary
of Strayer Education, Inc. (“Strayer”) since 2010. He served as an Assistant Attorney General for Legal Policy in the U.S. Department of Justice from 2001 to 2003. Mr. Dinh has served as a Director of Revlon, Inc. since 2012 and a Director
of LPL Financial Holdings Inc. since September 2015. He served as a Director of M&F Worldwide Corp., which ceased to be a public reporting company in 2011, from 2007 to 2011.
As a member of the Company’s Board, Mr. Dinh offers the Company his experience, intellect and
acute knowledge of and contacts within the U.S. government. He teaches on issues of corporate governance and brings to the Board and the committees on which he serves corporate governance expertise, which is also strengthened by his current and
former service on the boards of other public companies.
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10
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2016 Proxy Statement
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
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Sir Roderick I.
Eddington
Age: 66
Director Since: 1999
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Sir Roderick I. Eddington has been a Director of the Company since 1999 and the Lead Director since 2006, and serves as the
Chairman of the Audit Committee and as a member of the Compensation Committee. Sir Roderick Eddington has served as Non-Executive Chairman, Australia and New Zealand of J.P. Morgan since 2006. He served as a Director and the Chief Executive of
British Airways Plc from 2000 to 2005 and as the Managing Director of Cathay Pacific Airways from 1992 to 1996. Sir Roderick Eddington has been a Director of John Swire & Sons Pty Ltd since 1997, a Director of CLP Holdings Limited since 2006,
and a Director of Lion Pty Ltd since 2011 and its Chairman since 2012. Sir Roderick Eddington served as a Director of Rio Tinto plc from 2005 to 2011.
As the former chief executive of a large public company, Sir Roderick Eddington brings to the Board and his role as Lead Director strong leadership and extensive
business, strategic and operational experience. He is particularly knowledgeable and has extensive experience in the Asian and European markets, which are key markets for the Company. His experience as a Director at other large public companies is
also a valuable resource for the Board.
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James R. Murdoch
Age: 43
Director Since: 2007
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James R. Murdoch has been a Director of the Company since 2007 and its Chief Executive Officer since July 2015 after serving as
Co-Chief Operating Officer from 2014 to 2015. He previously served as the Deputy Chief Operating Officer and Chairman and CEO, International of the Company from 2011 to 2014, after serving as the Company’s Chairman and Chief Executive, Europe
and Asia beginning in 2007. Mr. J.R. Murdoch was the Chief Executive Officer of Sky from 2003 to 2007. Mr. J.R. Murdoch has served as a Director of Sky since 2003 and has served as its Chairman since April 2016 after previously serving as
its Chairman from 2007 to 2012. He served on the Supervisory Board of Sky Deutschland from 2013 to November 2015 and served as its Chairman from 2013 to 2014. Since 2013, he has served as a Director of News Corp. Mr. J.R. Murdoch was the
Chairman and Chief Executive Officer of STAR Group Limited, a subsidiary of the Company, from 2000 to 2003. Mr. J.R. Murdoch previously served as an Executive Vice President of the Company, and served as a member of the Board from 2000 to
2003. Mr. J.R. Murdoch served as a Director of GlaxoSmithKline plc from 2009 to 2012 and as a Director of Sotheby’s from 2010 to 2012. Mr. J.R. Murdoch is the son of Mr. K.R. Murdoch and the brother of Mr. L.K. Murdoch.
As the Company’s Chief Executive Officer, Mr. J.R. Murdoch provides critical insight to the
Board on the Company’s operations and strategy. Mr. J.R. Murdoch has served in a number of leadership positions within the Company and at its affiliates over the past 20 years. His broad-based experience, extensive knowledge of
international markets, unique understanding of emerging technologies and strategic perspective of the Company’s business and operations enable him to be a valuable resource for the Board.
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Jacques Nasser
Age: 68
Director Since: 2013
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Jacques Nasser has been a Director of the Company since 2013 and serves as a member of the Audit Committee and Compensation
Committee. He has been a Consultant of One Equity Partners LLP since 2013, after serving as a Non-Executive Advisory Partner from 2010 to 2013 and a Senior Partner from 2002 to 2010. He served as a Director and the President and Chief Executive
Officer of Ford Motor Company from 1998 to 2001, after serving in various leadership positions in Europe, Australia, Asia, South America and the United States. Mr. Nasser has been a Director of BHP Billiton Limited and BHP Billiton Plc since 2006
and the Chairman of each since 2010, and a Director of Koç Holding A.Ş. since 2015. He served as a Director of Sky from 2002 to 2012.
Mr. Nasser has more than 30 years of experience in operating and managing large-scale global businesses and more than a decade of private equity strategic investment
experience. Through his service as a Director of Sky, Mr. Nasser has a strong understanding of the pay television industry.
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2016 Proxy Statement
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11
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
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Robert S. Silberman
Age: 58
Director Since: 2013
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Robert S. Silberman has been a Director of the Company since 2013 and serves as a member of the Compensation Committee and the
Nominating and Corporate Governance Committee. Mr. Silberman has served as a Director of Strayer since 2001 and as its Executive Chairman since 2013. He previously served as Strayer’s Chief Executive Officer from 2001 to 2013 and as its
Chairman of the Board from 2003 to 2013. Prior to his work at Strayer, he served in a variety of senior management positions at CalEnergy Company, Inc., including as President and Chief Operating Officer. Mr. Silberman also held senior positions in
the U.S. Department of Defense, including as Assistant Secretary of the Army. Since 2014, he has served as a Managing Director of the Equity Group Investments division of Chai Trust Company, LLC. Mr. Silberman has served as a Director of Covanta
Holding Corporation since 2004 and a Director of Par Pacific Holdings since 2014.
Through his
career in the public and private sector and as the former Chief Executive Officer of a public company, Mr. Silberman has extensive experience in general and financial management and leadership of large scale organizations. He offers the Board
valuable insight on public policy, government affairs and strategic development.
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Tidjane Thiam
Age:
54
Director Since: 2014
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Tidjane Thiam has been a Director of the Company since 2014 and serves as a member of the Nominating and Corporate Governance
Committee. Mr. Thiam has been the Chief Executive Officer of Credit Suisse Group AG since July 2015. He previously served at Prudential plc (“Prudential”) as the Group Chief Executive from 2009 to 2015, a Director from 2008 to 2015 and
Chief Financial Officer from 2008 to 2009. Prior to joining Prudential, he served in a variety of leadership roles at Aviva from 2002 to 2008, holding successively the positions of Group Strategy and Development Director, Managing Director of Aviva
International, Group Executive Director and Chief Executive Officer, Europe, and serving as a Director in 2007. Mr. Thiam joined Aviva in 2002 from McKinsey & Company, the consulting firm, where he was a partner. From 2009 to 2015,
Mr. Thiam was a member of the Board of the Association of British Insurers, where he served as Chairman from 2012 to 2014.
Mr. Thiam brings to the Board extensive business and operational experience gained through his leadership positions at large scale organizations, including as the Chief
Executive of two international financial services companies. Mr. Thiam has extensive experience in finance and investments and a deep knowledge of international and emerging markets.
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Jeffrey W. Ubben
Age:
55
Director Since: 2015
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Jeffrey W. Ubben has been a Director of the Company since 2015 and serves as a member of the Audit Committee. Mr. Ubben is the
Founder, Chief Executive Officer and Chief Investment Officer of ValueAct Capital. Prior to founding ValueAct Capital in 2000, Mr. Ubben was a Managing Partner at Blum Capital Partners for more than five years. Mr. Ubben has been a Director of
Willis Towers Watson plc since January 2016 after serving as a Director of the legacy Willis Group Holdings plc from 2013 to January 2016. He previously served as a Director of Valeant Pharmaceuticals International, Inc. from 2014 to August 2015, a
Director of Misys, plc from 2007 to 2012, a Director of Sara Lee Corp. from 2008 to 2012, a Director of Gartner Group, Inc. from 2004 to 2011 and a Director of several other public and private companies. In addition, Mr. Ubben serves on the National
Board of Directors of the Posse Foundation, on the Board of Trustees of Northwestern University and on the Board of Trustees of Duke University.
With more than 20 years of experience in the investment management business, Mr. Ubben has an extensive background in sophisticated financial matters and strategic
planning. In addition to his investment expertise, Mr. Ubben brings to the Board strong leadership skills gained through his experience on the Boards of other public companies.
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The Board unanimously recommends a vote “FOR”
the election of each of the nominees listed above.
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12
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2016 Proxy Statement
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CORPORATE GOVERNANCE MATTERS
Corporate Governance and Compliance Commitment.
The Company is committed to maintaining a strong ethical culture and robust governance practices that
benefit the long-term interests of our stockholders. The Company, along with the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of stockholder
feedback, changes in applicable laws, regulations and stock exchange requirements, and the evolving needs of the Company’s business. The Company’s corporate governance and compliance practices include:
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•
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Director Accountability
. Each Board member is elected annually with a majority vote standard in uncontested elections and a Director resignation policy in the event a Director does not receive a majority of votes
cast in an uncontested election.
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Independent Board Oversight
. The Board has appointed an independent Lead Director who has substantive responsibilities and significant authority including over meeting schedules, agendas and information sent to
the Board. The Board holds regular executive sessions of the independent Directors without management present and the Lead Director presides over such sessions.
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Independent Board Committees
. Only independent directors serve on the Board’s key committees.
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Stock Ownership Requirements
. The Compensation Committee maintains executive stock ownership guidelines for our named executive officers and non-executive director stock ownership guidelines.
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Prohibition on Hedging and Pledging
. The Company prohibits all Directors and employees, including our named executive officers, from engaging in short sales of the Company’s securities and investing in
Company-based derivative securities. In addition, the Company prohibits all executive officers and directors from pledging any Company securities that they hold directly or unvested equity compensation.
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•
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Codes of Conduct and Other Corporate Governance Policies
. The Board has adopted a Statement of Corporate Governance, Standards of Business Conduct, The Code of Ethics for the Chief Executive Officer and Senior
Financial Officers, Political Activities Policy and charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which assist the Board in the exercise of its responsibilities and serve as a
framework for the effective governance of the Company.
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Compliance Steering Committee
. The Board authorized the formation of a Compliance Steering Committee which has the primary responsibility for management and oversight of compliance matters that may affect
the Company. The Compliance Steering Committee is currently composed of members of senior management including the Chief Financial Officer, the head of the Company’s corporate audit group and regional compliance officers and is chaired by
Gerson Zweifach, Senior Executive Vice President and Group General Counsel, and Chief Compliance Officer of the Company. The Compliance Steering Committee reports to the Audit Committee and the Board, and has been actively involved in updating and
strengthening the Company’s compliance policies.
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•
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Continued Board Oversight and Ongoing Enhancement of Compliance Programs
. The Audit Committee oversees the activities of the Compliance Steering Committee and is responsible for reviewing with the
Company’s General Counsel and Chief Compliance Officer and Corporate Audit the results of the Company’s ongoing anti-corruption compliance program.
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Independent Directors
. The Nominating and Corporate Governance Committee has adopted the definition of “Independent Director” as set forth in NASDAQ
Listing Rule 5605(a)(2) to assist the Board in its determination of whether a Director shall be deemed to be independent of the Company. However, the Board may determine that a Director is not independent for any reason it deems appropriate.
During its review of Director independence, the Board considers transactions and relationships between each Director, or any member of his or her immediate family and
the Company and its subsidiaries and affiliates. The Board also examines transactions and relationships between the Directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of this review is
to determine whether any such relationships or transactions are inconsistent with a determination that the Director is independent.
As a result of its review, the
Board affirmatively determined that Sir Roderick I. Eddington, Ms. Arnault and Messrs. Breyer, Dinh, Nasser, Silberman, Thiam and Ubben are independent of the Company and its management under the standards adopted by the Company and set forth
in the NASDAQ listing rules. While a majority of Directors are independent as required under applicable NASDAQ listing rules and by the Company’s Statement of Corporate Governance and committee charters, the Board is committed to achieving a
supermajority of independent Directors.
Mr. Thiam previously served as the Group Chief Executive of Prudential from 2009 to June 2015. In March 2013,
Prudential agreed to settle with the UK Financial Services Authority (“FSA”) in respect of a decision by the FSA that, under FSA Principles,
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the FSA should have been informed earlier of Prudential’s attempt to acquire the Asian
subsidiary of American International Group Incorporated in early 2010. Prudential agreed to pay fines totaling £30 million and Mr. Thiam agreed to be censured. Following the FSA’s final notice, the Chairman of the Board of
Prudential confirmed that Mr. Thiam acted at all times in the interests of Prudential and with the full knowledge and authority of its Board.
Board
Leadership Structure.
The Board is responsible for establishing and maintaining the most effective leadership structure for the Company. To retain flexibility in carrying out this responsibility, the Board does not have a policy on whether the
Chairman of the Board shall be an independent member of the Board. However, if the Chairman is not an independent Director, an independent, non-executive Director shall be designated by a majority of the independent, non-executive Directors of the
Board as Lead Director. During fiscal 2016, Messrs. K.R. Murdoch and L.K. Murdoch served as Executive Chairmen and Mr. J.R. Murdoch served as Chief Executive Officer, reflecting a separation of the roles of Chairman and Chief Executive Officer.
In addition, during fiscal 2016, Mr. Carey served as Executive Vice Chairman, and currently serves as Vice Chairman.
The Board has also appointed a Lead
Director, Sir Roderick I. Eddington. The Lead Director’s responsibilities include:
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presiding over all meetings of the Board at which the Executive Chairmen of the Board are not present, including executive sessions of the non-executive Directors and the independent Directors;
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communicating to the Executive Chairmen of the Board feedback from executive sessions as appropriate;
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serving as liaison between the Executive Chairmen of the Board and the independent Directors;
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meeting with the Audit Committee and/or the Compliance Steering Committee periodically;
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approving information sent to the Board and meeting agendas for the Board;
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approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;
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calling meetings of the non-executive Directors and/or independent Directors, if desired;
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participating in the Compensation Committee’s evaluation of the performance of the CEO;
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supervising the self-evaluations of the Directors in coordination with the Nominating and Corporate Governance Committee;
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supervising the Board’s determination of the independence of its Directors; and
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ensuring his or her availability for consultation and direct communications, if requested by major stockholders.
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The
Board believes that this management and Board leadership structure, combined with the oversight of the Board comprised of a majority of independent Directors, a strong Lead Director with significant responsibilities and the Company’s robust
corporate governance policies and procedures, effectively maintains independent oversight of management and is in the best interests of the Company’s stockholders. Having Messrs. K.R. Murdoch and L.K. Murdoch, who each are deeply involved with
the Company’s businesses, serve as Executive Chairmen provides strong leadership to the Board in the execution of the Company’s strategy and, combined with the Chief Executive Officer Mr. J.R. Murdoch’s continued service on the
Board, facilitates the flow of information between the Board and management.
The Board will continue to review its leadership structure at least annually taking
into account the responsibilities of the leadership positions and the Directors qualified to hold such positions. In conducting this review, the Board will consider, among other things: (i) the policies and practices in place that provide
independent Board oversight; (ii) the Company’s performance and the effect a particular leadership structure may have on that performance; (iii) the structure that serves the best interests of the Company’s stockholders and
(iv) any relevant legislative or regulatory developments.
CEO Succession Planning.
The Board, with the assistance of the Compensation Committee,
oversees CEO succession planning. As set forth in the Statement of Corporate Governance, the Board, in coordination with the Compensation Committee, also sees that the Company has in place appropriate steps to address emergency CEO succession
planning in the event of extraordinary circumstances.
As part of the CEO continuity succession planning process, the CEO provides to the Compensation Committee
recommendations and evaluations of appropriate candidates and their succession potential to the CEO position. The Compensation Committee reviews potential candidates with the CEO or other members of senior management as the Compensation Committee
considers appropriate, which review includes development needs and developmental progress with respect to specific individuals. Directors engage with potential candidates at Board and committee meetings and periodically in less formal settings to
allow personal assessment of candidates by the Directors. Further, the Compensation Committee periodically reviews the overall composition of the qualifications, tenure and experience of members of senior management. The Lead Director also
participates in the Compensation Committee’s evaluation of the performance of the CEO.
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The Compensation Committee reports on its succession planning efforts to the full Board, and the
full Board reviews succession planning at least annually at a regularly scheduled Board meeting.
Emergency CEO succession planning enables the Company to respond
to an unexpected vacancy in the CEO position while continuing the effective operation of the Company and minimizing any potential disruption or loss of continuity to the Company’s business and operations, including in the case of a major
catastrophe.
Following the completion of a multi-year succession planning process by the Compensation Committee and the Board to ensure stable, long-term
leadership for the Company, the Company announced a series of senior management changes which became effective July 1, 2015. Messrs. K.R. Murdoch and L.K. Murdoch serve as Executive Chairmen of the Board, and Mr. J.R. Murdoch serves as
Chief Executive Officer of the Company and continues to serve as a Director of the Company. Mr. Carey served through June 30, 2016 as the Executive Vice Chairman of the Board and, beginning July 1, 2016, Mr. Carey became a
consultant to the Company and continues to serve on the Board as Vice Chairman.
Board Oversight of Risk.
Risk management is primarily the responsibility of
the Company’s management; however, the Board has responsibility for overseeing management’s identification and management of those risks. The Board does not view risk in isolation; it considers risks in making significant business
decisions and as part of the Company’s overall business strategy. The Board uses various means to fulfill this oversight responsibility. The Board, and its committees as appropriate, regularly discuss and receive periodic updates from the
Company’s Executive Chairmen, Chief Executive Officer, Chief Financial Officer, Group General Counsel and other members of senior management regarding significant risks to the Company, including in connection with the annual review of the
Company’s business plan and its review of budgets, strategy and major transactions. These discussions include operational, strategic, legal and regulatory, financial and reputational risks, and the plans to address these risks.
Each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee, which then
reports to the full Board as appropriate. For example: the Audit Committee is responsible for risks relating to its review of the Company’s financial statements and financial reporting processes, its oversight of the Company’s Compliance
Steering Committee and its review with the Company’s General Counsel and Chief Compliance Officer and Corporate Audit the results of the Company’s ongoing anti-corruption compliance program; the Compensation Committee is responsible for
monitoring risks associated with the design and administration of the Company’s compensation programs; and the Nominating and Corporate Governance Committee oversees risk as it relates to the Company’s corporate governance processes. Each
committee has full access to management, as well as the ability to engage advisors. The independent Board members also discuss the Company’s significant risks when they meet in executive session without management.
Statement of Corporate Governance
. The Board has adopted a Statement of Corporate Governance that sets forth the Company’s corporate governance guidelines
and practices. The full text of the Statement of Corporate Governance may be found on the Company’s website at
www.21cf.com/StatementofCorporateGovernance/
and is available in print to any stockholder requesting a paper copy of the
document by contacting the Corporate Secretary. Each Director has certified that he or she has reviewed the Statement of Corporate Governance, has complied with it and will comply with it.
Standards of Business Conduct and Code of Ethics
. The Board has adopted the Standards of Business Conduct. The Standards of Business Conduct confirm the
Company’s policy to conduct its affairs in compliance with all applicable laws and regulations and observe the highest standards of business ethics. The Standards of Business Conduct also apply to ensure compliance with stock exchange
requirements and to ensure accountability at a senior management level for that compliance. The Company intends that the spirit, as well as the letter, of the Standards of Business Conduct be followed by all Directors, officers and employees of the
Company, its subsidiaries and divisions. This is communicated to each new Director, officer and employee and was communicated to those in such positions at the time the Standards of Business Conduct were adopted.
To promote further ethical and responsible decision-making, the Board has established a Code of Ethics for the CEO and senior financial officers that is incorporated by
reference into the Standards of Business Conduct.
The full text of the Standards of Business Conduct and the Code of Ethics may be found on the Company’s
website at
www.21cf.com/CorporateGovernance/StandardsofBusinessConduct/
and
www.21cf.com/CodeofEthics/
, respectively, and each is available in print, without charge, to any stockholder requesting a paper copy of the documents by
contacting the Corporate Secretary.
Director Nomination Process
. The Nominating and Corporate Governance Committee develops criteria for filling vacant
Board positions, taking into consideration such factors as it deems appropriate, including the candidate’s education and background; his or her leadership and ability to exercise sound judgment; his or her general business experience and
familiarity with the Company’s businesses; and whether he or she possesses unique expertise or perspective that will be of value to the
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Company. Candidates should not have any interests that would materially impair their ability to
exercise independent judgment or otherwise discharge the fiduciary duties owed as a Director to the Company and its stockholders. All candidates must be individuals of personal integrity and ethical character, and who value and appreciate these
qualities in others. It is expected that each Director will devote the necessary time to the fulfillment of his or her duties as a Director. In this regard, the Nominating and Corporate Governance Committee will consider the number and nature of
each Director’s other commitments, including other directorships. Although the Board does not have a formal policy with respect to diversity in identifying Director nominees, the Nominating and Corporate Governance Committee seeks to promote
through the nomination process an appropriate diversity on the Board of professional background, experience, expertise, perspective, age, gender, ethnicity and country of citizenship.
After completing this evaluation, the Nominating and Corporate Governance Committee will make a recommendation to the full Board which makes the final determination
whether to nominate or appoint the new Director after considering the Nominating and Corporate Governance Committee’s recommendation.
In connection with
Mr. Ubben’s initial nomination, the Company entered into a Nomination Agreement dated September 28, 2015, by and among the ValueAct Group (as defined in the Nomination Agreement), the Company and Jeffrey W. Ubben, in his individual
capacity and as a member of the ValueAct Group.
Stockholder Nomination Procedure
. The By-laws provide procedures for stockholders to nominate persons for
election as Directors.
Stockholders must provide timely notice of a Director nomination and such nomination must be submitted in writing to the attention of the
Corporate Secretary at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036. Pursuant to the By-laws, to be timely for the 2017 Annual Meeting of Stockholders, the notice must be delivered to the Corporate Secretary between
July 13, 2017 and August 12, 2017. Stockholder nominations must contain, for each person nominated as Director, all information relating to the stockholder nominee as would be required pursuant to the By-laws, the stockholder
nominee’s written consent to serve as Director if elected, a completed and signed questionnaire, which seeks information on the background and qualifications of any nominee, and a completed and signed representation and agreement, which
provides that such nominee (i) will abide by the majority voting requirements contained in the By-laws, (ii) is not and will not become a party to voting commitments that have not been disclosed to the Company or could limit such
person’s ability to comply with his or her fiduciary duties, (iii) is not and will not become a party to any arrangement with any person or entity other than the Company with respect to direct or indirect compensation, reimbursement or
indemnification in connection with service as a Director that has not been disclosed and (iv) will be in compliance, if elected, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality
and stock ownership and trading policies and guidelines of the Company. Stockholder nominations must also (i) state the stockholder’s name and address as they appear on the Company’s books, (ii) the class and number of shares of
the Company owned by the stockholder, (iii) a description of any agreement, arrangement or understanding with respect to the nomination between such stockholder and/or beneficial owner, any of their respective affiliates or associates, and any
others acting in concert, including the nominee, (iv) a description of any agreement, arrangement or understanding that has been entered into as of the date of the notice by such stockholder or beneficial owner, the effect of which is to
mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such stockholder or beneficial owner with respect to the Company’s securities, (v) a representation that the stockholder is a
holder of record of Class B Common Stock and intends to appear in person or by proxy at such meeting to propose the nomination, (vi) whether such stockholder intends to deliver a proxy statement and form of proxy to a sufficient number of
holders of Class B Common Stock to elect such nominee or nominees and (vii) any other information required to be disclosed, as applicable, in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). A stockholder providing notice of a proposed Director nomination shall update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct
as of the record date of the meeting and as of the date that is fifteen days prior to the meeting.
Director candidates recommended by stockholders should meet the
Director qualifications set forth under the heading “Director Nomination Process.” Director candidates recommended by stockholders who meet these Director qualifications will be considered by the Chairman of the Nominating and Corporate
Governance Committee, who will present the information on the candidate to the entire Nominating and Corporate Governance Committee. All Director candidates recommended by stockholders will be considered by the Nominating and Corporate Governance
Committee in the same manner as any other candidate.
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Communication with the Board
. Stockholders play an integral part in corporate governance
and the Board ensures that stockholders are kept fully informed through:
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information provided on the Company’s website
www.21cf.com
, including the Company’s annual report which is distributed to all stockholders in connection with distribution of the Company’s proxy
statement for its annual meeting of stockholders and which is available to all stockholders on request, as set forth under the heading “Annual Report on Form 10-K”;
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reports and other disclosures made to the SEC and NASDAQ; and
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notices and proxy statements of special and annual meetings of stockholders.
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It is the policy of the Company to
facilitate communications of stockholders and other interested parties with the Board and its various committees. Stockholders may raise matters of concern at the annual meetings of stockholders. In addition, any stockholder or other interested
party wishing to communicate with any Director, any committee of the Board or the Board as a whole, may do so by submitting such communication in writing and sending it by regular mail to the attention of the appropriate party or to the attention of
our Lead Director, Sir Roderick I. Eddington, at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036. This information is also posted on the Company’s website at
www.21cf.com
.
Director Evaluation Policy
. The Lead Director and the Nominating and Corporate Governance Committee are responsible for conducting an annual review and
evaluation of the Board’s conduct and performance based upon completion by all Directors of a self-evaluation form that includes an assessment, among other things, of the Board’s maintenance and implementation of the Standards of Business
Conduct and the Company’s corporate governance policies. The review seeks to identify specific areas, if any, in need of improvement or strengthening and culminates in a discussion by the full Board of the results and any actions to be taken.
Committees and Meetings of the Board of Directors
During the fiscal year ended June 30, 2016, the Board held
a total of six regularly scheduled and special meetings. All of the Directors attended at least 75% of the regularly scheduled and special meetings of the Board held during the period for which he or she has been a Director and the meetings of the
committees on which he or she served.
It is the policy of the Board to hold regular executive sessions of the Non-Executive Directors and independent Directors
without management present. During the fiscal year ended June 30, 2016, the Non-Executive Directors and independent Directors of the Board held five executive sessions. Sir Roderick I. Eddington currently serves as Lead Director and presides
over such executive sessions.
Directors are encouraged to attend and participate in the Company’s annual meetings of stockholders. At the annual meeting of
stockholders held by the Company on November 12, 2015, all of the then serving Directors attended the annual meeting.
The Board has three standing committees:
the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. These committees are comprised entirely of independent Directors, as currently required under the existing rules of the Exchange Act and NASDAQ.
Each committee is governed by a written charter approved by the Board. These charters are available on the Company’s website at
www.21cf.com/BoardCommittees/
and are available in print to any stockholder requesting a paper copy of these
documents from the Corporate Secretary.
Audit Committee
. In fiscal 2016, the Audit Committee consisted of Sir Roderick I. Eddington, who served as Chairman,
and Messrs. Dinh, Nasser and Ubben. Mr. Dinh no longer serves as a member of the Audit Committee effective September 2016. The Audit Committee assists the Board in its oversight of (i) the integrity of the Company’s financial
statements and the Company’s financial reporting processes and systems of internal control, (ii) the qualifications, independence and performance of the Company’s independent registered public accounting firm and the performance of
the Company’s corporate auditors and corporate audit function, (iii) the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters, (iv) investigations into
complaints concerning financial and compliance matters, (v) risks that may have a significant impact on the Company’s financial statements, including for example cybersecurity (vi) oversight of the Company’s ongoing
Anti-Corruption Compliance Program and the activities of the Compliance Steering Committee and (vii) the review, approval and ratification of transactions with related parties. The Audit Committee provides an avenue of communication among
management, the independent registered public accounting firm, the corporate auditors and the Board. During the fiscal year ended June 30, 2016, the Audit Committee held eight meetings. The Audit Committee’s report required by the SEC
rules is included in this proxy statement under the heading “Report of the Audit Committee.”
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CORPORATE GOVERNANCE MATTERS
The Audit Committee Charter provides that its members shall consist entirely of Directors who the
Board determines are “independent” in accordance with the NASDAQ listing rules. The Board determined that each member of the Audit Committee meets the foregoing independence requirements and that each member of the Audit Committee is
financially literate in accordance with the NASDAQ listing rules. The Board also determined that Sir Roderick I. Eddington and Messrs. Nasser and Ubben are “audit committee financial experts” as defined under the SEC rules.
Compensation Committee
. The Compensation Committee consists of Mr. Breyer, who serves as Chairman, Sir Roderick I. Eddington and Messrs. Nasser and
Silberman. The primary responsibilities of the Compensation Committee are: (i) to review and approve goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO in light of these goals and objectives and
other factors the Compensation Committee deems appropriate, and, based on this review and evaluation, to recommend to the Board the compensation of the CEO; (ii) to consider, authorize and oversee the Company’s incentive compensation plans
and equity-based plans and recommend changes in such plans to the Board as needed, and to exercise all authority of the Board with respect to the administration of such plans, including the granting of awards under the Company’s incentive
compensation plans and equity-based plans; (iii) to review and approve fixed and performance-based compensation, benefits and terms of employment of the Company’s executive officers (as defined by NASDAQ listing rules) and such other
senior executives identified by the Compensation Committee after consultation with the Company’s CEO and other members of management; (iv) to review and approve or ratify the principal employment terms for each employment arrangement
(excluding arrangements for talent) where the sum of the base salary, bonus target and long-term incentive target for the contract period is equal to or greater than a threshold amount set by the Compensation Committee; (v) to review and
approve separation obligations that exceed by more than a certain amount set by the Compensation Committee (excluding consideration for outstanding equity awards) those contractually provided for in an employment agreement approved or ratified by
the Compensation Committee pursuant to (iv) above; (vi) to review the Company’s recruitment, retention, compensation, termination and severance policies for senior executives; (vii) to review and assist with the development of
executive succession plans and to consult with the CEO and other executive officers regarding the selection of senior executives; (viii) to review the compensation of non-executive Directors for service on the Board and its committees and
recommend changes in compensation to the Board; and (ix) to review the Company’s compensation policies and practices to determine whether they create risk-taking incentives that are reasonably likely to have a material adverse impact on
the Company.
During the fiscal year ended June 30, 2016, the Compensation Committee held six meetings. Pursuant to its charter, the Compensation Committee may
delegate its authority to one or more members of the Board or officers of the Company, to the extent permitted by law, as it deems appropriate. The Compensation Committee has delegated to Messrs. J.R. Murdoch and Nallen the authority to make awards
of restricted stock units and performance stock units, as applicable, within certain prescribed limits to non-executive officers of the Company. Any awards made by Messrs. J.R. Murdoch and Nallen pursuant to this authority are reported to the
Compensation Committee on an annual basis. Further discussion of the processes and procedures for the consideration and determination of the compensation paid to the named executive officers during fiscal 2016 is found in the section titled
“Compensation Discussion and Analysis” below.
Pursuant to its charter, the Compensation Committee has the sole authority to retain and terminate any
compensation consultant. In fiscal 2016 through May 2016, the Compensation Committee retained Deloitte Consulting LLP (“Deloitte Consulting”) as its external compensation consultant to provide advice on a variety of compensation matters as
requested by the Compensation Committee. Deloitte Consulting primarily provided advice relating to named executive officer and non-executive Director compensation (including in connection with the leadership transition described herein),
compensation trends, the design of the Company’s equity incentive plans, and, from time to time, the structure of individual executive employment agreements. The total fees paid to Deloitte Consulting for these services during fiscal 2016 were
approximately $169,000.
During fiscal 2016, the Company’s management retained Deloitte Consulting and its affiliates (collectively, “Deloitte”) to
provide other services to the Company. These services included tax compliance and consulting for domestic and international operating units, systems implementation assistance, operational consulting and internal audit assistance. The total amount
paid for such services (excluding the services as consultant to the Compensation Committee as discussed above) to Deloitte during fiscal 2016 was approximately $25.5 million. Deloitte was engaged directly by management to provide these other
services and, accordingly, Deloitte’s engagement for these other services was not formally approved by the Board or by the Compensation Committee.
In November
2015, the Compensation Committee considered Deloitte’s independence as its compensation consultant by taking into account the factors prescribed by the NASDAQ listing rules. Based on such evaluation, the Committee determined that no conflict of
interest exists.
Effective May 2016, the Compensation Committee retained a new external compensation consultant, Frederic W. Cook & Co., Inc. (“FW
Cook”), to advise the Compensation Committee on its named executive officer and non-executive Director compensation practices and the fiscal 2017 framework. FW Cook does not provide any other services to the Company.
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CORPORATE GOVERNANCE MATTERS
In May 2016, the Compensation Committee considered FW Cook’s independence as its
compensation consultant by taking into account, among other things, the factors prescribed by the NASDAQ listing rules. Based on its evaluation, the Committee determined that no conflict of interest exists.
Nominating and Corporate Governance Committee
. The Nominating and Corporate Governance Committee consists of Mr. Dinh, who serves as Chairman, and Messrs.
Breyer, Silberman and Thiam. The primary responsibilities of the Nominating and Corporate Governance Committee are: (i) to review the qualifications of candidates for Director suggested by Board members, stockholders, management and others in
accordance with criteria recommended by the Nominating and Corporate Governance Committee and approved by the Board; (ii) to consider the performance and independence of incumbent Directors in determining whether to nominate them for
re-election; (iii) to recommend to the Board a slate of nominees for election or re-election to the Board at each annual meeting of stockholders; (iv) to recommend to the Board candidates to be elected to the Board as necessary to fill
vacancies and newly created directorships; and (v) to advise and make recommendations to the Board on corporate governance matters. The Nominating and Corporate Governance Committee also makes recommendations to the Board as to determinations
of Director independence, reviews communications from the Company’s stockholders and conducts an annual self-evaluation for the Board. The Nominating and Corporate Governance Committee held five meetings during the fiscal year ended
June 30, 2016.
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PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Subject to stockholder ratification, the Audit Committee has selected Ernst & Young LLP (“EY”) as the Company’s
independent registered public accounting firm to audit the books and accounts of the Company for the fiscal year ending June 30, 2017. EY has audited the books and records of the Company since the fiscal year ended June 30, 2002. A
representative of EY is expected to be present at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if the representative desires to do so.
The Board unanimously recommends a vote “FOR” the proposal to ratify
Ernst & Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending June 30, 2017.
Fees Paid to Independent Registered Public Accounting Firm
The Audit Committee is responsible for the appointment,
compensation, retention and oversight of the work of the independent registered public accounting firm. Accordingly, the Audit Committee has appointed EY to perform audit and other permissible non-audit services for the Company and its subsidiaries.
The Company has formal procedures in place for the pre-approval by the Audit Committee of all services provided by EY. These pre-approval procedures are described below under “Audit Committee Pre-Approval Policies and Procedures.”
The description of the fees for professional services rendered to the Company and its subsidiaries by EY for the fiscal years ended June 30, 2016 and June 30,
2015 is set forth below.
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Fiscal 2016
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Fiscal 2015
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Audit Fees
(1)
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$
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17,140,000
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$
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18,546,000
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Audit-Related Fees
(2)
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$
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1,709,000
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$
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1,963,000
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Tax Fees
(3)
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$
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12,619,000
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$
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13,208,000
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All Other Fees
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$
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0
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$
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0
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Total Fees
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$
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31,468,000
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$
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33,717,000
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(1)
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Audit fees include: fees rendered in connection with the annual audit of the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2016 and June 30, 2015; the audit of
internal control over financial reporting as of June 30, 2016 and June 30, 2015 (as required by Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”)); statutory audits required
internationally; reviews of the Company’s unaudited condensed consolidated interim financial statements included in the Company’s statutory and regulatory filings; and other services normally provided by the independent registered public
accounting firm in connection with statutory and regulatory filings.
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(2)
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Audit-related fees principally relate to employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations, agreed-upon procedure reports, reports on internal controls over
certain distribution services provided to third parties and other services related to the performance of the audit or review of the Company’s consolidated financial statements.
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(3)
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Tax fees include fees for tax compliance and tax consultations for domestic and international operating units.
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2016 Proxy Statement
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PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee has established policies and procedures
under which all audit and non-audit services performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit Committee. The Audit Committee’s policy provides for pre-approval of audit,
audit-related, tax and certain other services specifically described by the Audit Committee on an annual basis. In addition, individual engagements anticipated to exceed pre-established thresholds, as well as certain other services, must be
separately approved. The policy also provides that the Audit Committee can delegate pre-approval authority to any member of the Audit Committee provided that the decision to pre-approve is communicated to the full Audit Committee at its next
meeting. The Audit Committee has delegated this responsibility to the Chairman of the Audit Committee. Management has also implemented internal procedures to ensure compliance with this policy. As required by the Sarbanes-Oxley Act, all audit and
non-audit services provided in the fiscal years ended June 30, 2016 and June 30, 2015 have been pre-approved by the Audit Committee in accordance with these policies and procedures. The Audit Committee also reviewed the non-audit services
provided by EY during the fiscal years ended June 30, 2016 and June 30, 2015, and determined that the provision of such non-audit services was compatible with maintaining the auditor’s independence.
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2016 Proxy Statement
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21
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PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
At the Company’s 2015 Annual Meeting of Stockholders, our stockholders approved the compensation of our named executive officers. The Company is required to
provide an advisory vote on executive compensation pursuant to Section 14A of the Securities and Exchange Act, and has determined to hold such vote annually.
As described in detail in the “Compensation Discussion and Analysis”, the Compensation Committee seeks to closely align the interests of our named executive
officers with the interests of the Company’s stockholders. The Company’s executive compensation program is designed to attract, retain and motivate top executive talent, drive performance without encouraging unnecessary or excessive
risk-taking and support both short-term and long-term growth for stockholders. The compensation framework designed by the Company emphasizes a pay for performance model, a focus on long-term growth and diversified performance metrics. The
Compensation Committee believes that our compensation framework effectively aligns pay with individual and Company performance as further described on page 29 under the heading “Pay-for-Performance Alignment”. In addition, as
described on page 32 under the heading “2016 Pay Mix”, the compensation framework places a significant majority of the Chief Executive Officer’s and other named executive officers’ total direct compensation
“at-risk” and dependent upon performance, with a significant portion of total direct compensation tied to the Company’s long-term results and future stock price performance. The Company has also implemented a number of executive
compensation practices, as described beginning on page 28, which the Compensation Committee considers to be effective at driving performance and supporting long-term growth for our stockholders.
The Board recommends that stockholders indicate their support for the Company’s compensation of its named executive officers. The vote on this resolution, commonly
known as a “say on pay” resolution, is not intended to address any specific element of compensation but rather the overall named executive officer compensation program as described in this proxy statement. Although this vote is advisory
and not binding on the Company or the Board, the Compensation Committee, which is responsible for developing and administering the Company’s executive compensation philosophy and program, will consider the results as part of its ongoing review
of the Company’s executive compensation program.
Accordingly, we ask our stockholders to vote on the following resolution:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as
disclosed in the Company’s proxy statement for the 2016 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Fiscal 2016 Summary Compensation Table and
the other related tables and disclosure.”
The Board unanimously recommends an advisory vote “FOR” the approval of the compensation of our named
executive officers.
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22
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2016 Proxy Statement
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EXECUTIVE OFFICERS OF 21ST CENTURY FOX
The executive officers of the Company at June 30, 2016 are set forth in the table below. Unless otherwise noted, each holds the offices indicated until his
successor is chosen and qualified at the regular meeting of the Board to be held following the Annual Meeting, or at other meetings of the Board as appropriate.
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Name
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Age
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Position with the Company
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K. Rupert Murdoch
(1)
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85
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Executive Chairman
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Lachlan K. Murdoch
(1)
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45
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Executive Chairman
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James R. Murdoch
(1)
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43
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Chief Executive Officer
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John P. Nallen
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59
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Senior Executive Vice President and Chief Financial Officer
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Chase Carey
(2)
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62
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Executive Vice Chairman
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Gerson Zweifach
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63
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Senior Executive Vice President and Group General Counsel
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(1)
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Mr. K.R. Murdoch, is the father of Mr. J.R. Murdoch and Mr. L.K. Murdoch. Messrs. J.R. Murdoch and L.K. Murdoch are brothers. None of the other executive officers of the Company is related to any other
executive officer or Director of the Company by blood, marriage or adoption.
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(2)
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Beginning July 1, 2016, Mr. Carey became a consultant to the Company and is no longer considered an executive officer of the Company. Mr. Carey continues to serve on the Board as Vice Chairman.
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Information concerning Messrs. K.R. Murdoch, L.K. Murdoch, J. R. Murdoch and Carey can be found under the heading “Election of Directors.”
John P. Nallen
has served as Senior Executive Vice President and Chief Financial Officer of the Company since 2013. He has served as a Director of Sky since
November 2015. He previously served as Executive Vice President and Deputy Chief Financial Officer of the Company from 2001 to 2013. Prior to joining the Company in 1995, he worked for 16 years at Arthur Andersen where he became a partner leading
its Media Industry Practice.
Gerson Zweifach
has been a Senior Executive Vice President and Group General Counsel of the Company since 2012. He also serves
as Chief Compliance Officer of the Company. Mr. Zweifach served as an attorney at Williams & Connolly LLP where he was a partner from 1988 to 2012 and currently serves as Of Counsel. He served as General Counsel of News Corp from 2012
to 2015. Mr. Zweifach has been a member of the Bar of the District of Columbia since 1981 and the Bar of the State of New York since 1980.
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2016 Proxy Statement
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23
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SECURITY OWNERSHIP OF 21ST CENTURY FOX
The following table sets forth the beneficial ownership of both Class A Common Stock and Class B Common Stock as of September 13, 2016 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 “Executive
Compensation and Other Information”) of the Company; and (iv) all Directors and executive officers of the Company as a group.
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Common Stock Beneficially Owned
(1)
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Number of Shares
Beneficially Owned
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Option
Shares
(3)
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Percent
of Class
(4)
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Name
(2)
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Non-Voting
Class A
Common
Stock
(5)
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Voting
Class B
Common
Stock
(6)
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Non-Voting
Class A
Common
Stock
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Non-Voting
Class A
Common
Stock
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Voting
Class B
Common
Stock
(6)
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Murdoch Family Trust
(7)
c/o McDonald Carano Wilson LLP
100 W. Liberty Street
10
th
Floor
Reno, NV 89501
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57,000
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306,623,480
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—
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*
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38.4
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%
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Volpe Velox, L.P. (ValueAct)
(8)
One Letterman Drive, Building D,
Fourth Floor
San Francisco, CA 94129
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—
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50,326,334
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—
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—
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6.3
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%
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K. Rupert Murdoch
(9)
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8,786,432
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310,889,598
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—
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*
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38.9
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%
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Lachlan K. Murdoch
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5,307
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5,857
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—
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*
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*
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Delphine Arnault
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12,892
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—
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—
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*
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—
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James W. Breyer
|
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55,892
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—
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—
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*
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—
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Chase Carey
(10)
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541,762
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—
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—
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*
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—
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David F. DeVoe
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4,080
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—
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—
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*
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—
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Viet Dinh
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12,892
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1,010
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—
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*
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*
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Sir Roderick I. Eddington
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147,662
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—
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—
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*
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—
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James R. Murdoch
(11)
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2,215,557
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1,644
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—
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*
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*
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John P. Nallen
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231,718
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—
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|
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—
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*
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—
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Jacques Nasser
|
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12,892
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|
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—
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—
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*
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—
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Robert S. Silberman
|
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12,892
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|
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15,000
|
|
|
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—
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|
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*
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*
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Tidjane Thiam
|
|
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11,095
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|
|
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—
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|
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—
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*
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—
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Jeffrey W. Ubben
(12)
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|
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5,823
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|
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50,326,334
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|
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—
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*
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6.3
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%
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All current Directors and executive
officers as a group
(15 members)
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12,178,658
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361,239,443
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—
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1.1
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%
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|
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45.2
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%
|
|
*
|
Represents beneficial ownership of less than one percent of the issued and outstanding Class A Common Stock or Class B Common Stock, as applicable, on September 13, 2016.
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(1)
|
This table does not include, unless otherwise indicated, any shares of Class A Common Stock or any shares of Class B Common Stock or other equity securities of the Company that may be held by pension and
profit-sharing plans of other corporations or endowment funds of educational and charitable institutions for which various Directors and officers serve as directors or trustees.
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(2)
|
The address for all Directors and executive officers of the Company is c/o 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036.
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(3)
|
No options are outstanding.
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(4)
|
Applicable percentage of ownership is based on 1,060,764,297 shares of Class A Common Stock and 798,520,953 shares of Class B Common Stock outstanding as of September 13, 2016, for such stockholder or group of
stockholders, as applicable.
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(5)
|
Beneficial ownership of Class A Common Stock includes for the following Directors stock-settled Deferred Stock Units (“DSUs”) which are paid in Class A Common Stock as of the first trading day of the
quarter five years following the date of grant or as of the date of the Director’s end of service: 12,892 DSUs held by each of Ms. Arnault, Sir Roderick Eddington and Messrs. Breyer, Dinh, Nasser and Silberman; 4,851 DSUs held by
Mr. L.K. Murdoch; 11,095 DSUs held by Mr. Thiam; and 5,823 DSUs held by Mr. Ubben.
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24
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2016 Proxy Statement
|
SECURITY OWNERSHIP OF 21ST CENTURY FOX
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(6)
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Beneficial ownership of Class B Common Stock as reported in the above table has been determined in accordance with Rule 13d-3 of the Exchange Act. Unless otherwise indicated, beneficial ownership of Class B Common
Stock represents both sole voting and sole investment power.
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(7)
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Beneficial ownership of the Class A Common Stock is as of November 10, 2008 as reported on Form 4 filed with the SEC on November 13, 2008. Beneficial Ownership of Class B Common Stock is as of
December 31, 2014, as reported on Schedule 13G/A filed with the SEC on February 13, 2015. Cruden Financial Services LLC, a Delaware limited liability company (“Cruden Financial Services”), the corporate trustee of the Murdoch
Family Trust, has the power to vote and to dispose or direct the vote and disposition of the reported Class B Common Stock. In addition, Cruden Financial Services has the power to exercise the limited vote and to dispose or direct the limited vote
and disposition of the reported Class A Common Stock. As a result of Mr. K.R. Murdoch’s ability to appoint certain members of the board of directors of Cruden Financial Services, Mr. K.R. Murdoch may be deemed to be a
beneficial owner of the shares beneficially owned by the Murdoch Family Trust. Mr. K.R. Murdoch, however, disclaims any beneficial ownership of such shares. Some of the Murdoch Family Trust’s shares of the Class A Common Stock and
Class B Common Stock may be pledged from time to time to secure loans with certain banks.
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(8)
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Beneficial ownership of Class B Common Stock is as reported on a Form 4 jointly filed with the SEC on August 18, 2016 by Mr. Ubben, Volpe Velox, L.P., Volpe Velox, LLC, ValueAct Capital Master Fund, L.P., VA
Partners I, LLC, ValueAct Capital Management, L.P. ValueAct Capital Management, LLC, ValueAct Holdings, L.P. and ValueAct Holdings GP, LLC and as provided by the stockholder.
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(9)
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Beneficial ownership reported includes 57,000 shares of Class A Common Stock and 306,623,480 shares of Class B Common Stock beneficially owned by the Murdoch Family Trust. Mr. K.R. Murdoch may be deemed to be
a beneficial owner of the shares beneficially owned by the Murdoch Family Trust. Mr. K.R. Murdoch, however, disclaims any beneficial ownership of such shares. Beneficial ownership reported also includes 4,250,000 shares of Class B Common
Stock held by the K. Rupert Murdoch 2004 Revocable Trust of which Mr. K.R. Murdoch holds a beneficial and trustee interest. Beneficial ownership also includes 8,729,432 shares of Class A Common Stock held by the GCM Trust that is
administered by independent trustees for the benefit of Mr. K.R. Murdoch’s minor children; however, Mr. K.R. Murdoch disclaims beneficial ownership of such shares.
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(10)
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Beneficial ownership reported includes 85,520 shares of Class A Common Stock held by the Charles G. Carey 2002 Trust of which Mr. Carey holds a beneficial and trustee interest.
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(11)
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Beneficial ownership reported includes 1,998,701 shares of Class A Common Stock held by the JRM Family Trust which is administered by an independent trustee for the benefit of Mr. J.R. Murdoch and his
immediate family.
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(12)
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Under an agreement with the members of the ValueAct Capital group, Mr. Ubben is deemed to hold his DSUs for the benefit of the investors of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners
I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital
Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the
membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Beneficial ownership reported includes 50,326,334 shares of Class B Common Stock directly beneficially owned by Volpe
Velox, L.P. that may be deemed to be indirectly beneficially owned by (i) Volpe Velox, LLC as General Partner of Volpe Velox, L.P., and (ii) Mr. Ubben as the Managing Member of Volpe Velox, LLC. ValueAct Capital Master Fund, L.P. is
the sole limited partner of Volpe Velox, L.P. To the extent that ValueAct Capital Master Fund, L.P. is deemed to be a beneficial owner of securities of the Issuer held by Volpe Velox, L.P., such interests may be deemed to be indirectly beneficially
owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General
Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the
majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Mr. Ubben is a member of the management board of ValueAct Holdings GP, LLC. Mr. Ubben and
each of the ValueAct Capital group entities listed herein may be deemed to be members of a “group” for purposes of the Exchange Act, and each such person disclaims beneficial ownership of any securities deemed to be owned by the group that
are not directly owned by the person.
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2016 Proxy Statement
|
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25
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COMPENSATION DISCUSSION AND ANALYSIS
Introduction
The Compensation Committee
of the Board is responsible for (i) developing an effective compensation philosophy, (ii) establishing, implementing and monitoring the effectiveness of the Company’s compensation programs, (iii) approving the elements of
compensation awarded to the executive officers named in the Summary Compensation Table, and (iv) overseeing and reviewing the Company’s executive incentive and equity-based compensation plans. Throughout this proxy statement, we refer to
the individuals who served as the Company’s Chief Executive Officer and Chief Financial Officer during fiscal 2016, as well as the other individuals included in the Summary Compensation Table on page 42 as the “named executive
officers.”
Executive Summary
Fiscal 2016 Business Review
The Company reported solid performance for fiscal 2016. Annual highlights include:
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•
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The Company continued to grow its television and cable channel businesses by continuing its efforts to obtain and increase retransmission and affiliate compensation and to pursue wider distribution through emerging
over-the-top products like Sling TV, which offers a multi-stream tier of FOX programming, our participation in Hulu’s soon to be launched new live and on-demand service and the launch of live streaming of FOX primetime entertainment programming
on a national basis on FOX NOW.
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•
|
|
The FOX broadcast network continued its prime-time turnaround with successful seasons of
Empire
and the reboot of
The X-Files
, which were, respectively, the highest rated broadcast series and highest rated
new series of the season as well as
Grease: Live
which was the highest rated scripted special of the season.
|
|
•
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|
FOX Sports brand accounted for over 25% of all domestic sports television viewership through the expanded reach of its broadcast network and its national and regional sports channels.
|
|
•
|
|
Fox News Channel continued its dominance in the domestic cable news category by being the highest rated cable news network for the 58th consecutive quarter and achieved its highest level of total day viewership in the
network’s history.
|
|
•
|
|
The Company solidified one of its core brands through the expansion of its partnership with the National Geographic Society by combining its National Geographic television channels with National Geographic’s
publishing, travel and other media and consumer-oriented assets.
|
|
•
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|
The Company’s filmed entertainment business was successful in creating and growing new and existing film franchises such as
Deadpool
, while also bringing new compelling stories to the screen, including the
highly successful
The Martian
.
|
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•
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Twentieth Century Fox Television production studio had three of the year’s top four broadcast series in the 18 to 49-year-old adults demographic, including
Empire, The X-Files
and
Modern Family
, and
the number one new comedy of the season,
Life in Pieces
.
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|
•
|
|
The Company expanded its footprint in India through the acquisition of the broadcast business of MAA TV, giving STAR India access to the Telugu TV market (the second largest regional market in India in terms of revenue
potential) and through the launch of
hotstar
, a digital streaming platform, which has over 72 million downloads as of June 30, 2016.
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|
•
|
|
Net cash provided by operating activities was $3.0 billion.
|
|
•
|
|
The Company returned a significant amount of cash to stockholders through stock repurchases of approximately $5.0 billion during fiscal 2016 and dividends of approximately $586 million.
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26
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2016 Proxy Statement
|
COMPENSATION DISCUSSION AND ANALYSIS
As indicated in the graph below, the Company’s performance over the last five years, as
measured by total stockholder return (“TSR”), as adjusted to reflect the share price value of 21st Century Fox following the separation of the Company’s business on June 28, 2013 into two independent publicly traded companies
(the “Separation”), has been very strong. For example, an investment in the Company’s Class A Common Stock has exceeded the returns for the S&P 500 Index for the five-year period ending June 30, 2016.
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6/30/2011
|
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6/30/2012
|
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6/30/2013
|
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6/30/2014
|
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6/30/2015
|
|
|
6/30/2016
|
|
|
21st Century Fox
(1)
|
|
$
|
100
|
|
|
$
|
127
|
|
|
$
|
187
|
|
|
$
|
230
|
|
|
$
|
215
|
|
|
$
|
181
|
|
|
Entertainment & Media
Peer Group Composite
(2)
|
|
$
|
100
|
|
|
$
|
119
|
|
|
$
|
165
|
|
|
$
|
219
|
|
|
$
|
258
|
|
|
$
|
242
|
|
|
S&P 500
|
|
$
|
100
|
|
|
$
|
105
|
|
|
$
|
127
|
|
|
$
|
158
|
|
|
$
|
170
|
|
|
$
|
177
|
|
|
(1)
|
The Separation of News Corp is treated as a special dividend for the purposes of calculating total stockholder return for 21st Century Fox.
|
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(2)
|
The peer companies for purposes of this analysis include CBS Corporation, Comcast Corporation, Time Warner Inc., The Walt Disney Company and Viacom Inc.
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Capital Returned to Stockholders
In fiscal
2016, we returned over $5.5 billion to stockholders in share repurchases and dividends, bringing the total cash returned to stockholders over the last three years to approximately $16.4 billion.
Leadership Transition
Following the completion
of a multi-year succession planning process by the Compensation Committee and the Board to ensure stable, long-term leadership for the Company, the Company announced a series of senior management changes which became effective July 1, 2015.
Messrs. K.R. Murdoch and L.K. Murdoch serve as Executive Chairmen of the Board, and Mr. J.R. Murdoch serves as Chief Executive Officer of the Company and continues to serve as a Director of the Company. Mr. Carey served through
June 30, 2016 as the Executive Vice Chairman of the Board and, beginning July 1, 2016, Mr. Carey became a consultant to the Company and continues to serve on the Board as Vice Chairman.
Compensation Committee’s Annual Review of its Compensation Practices and Response to 2015 Stockholder Advisory Vote
At the 2015 Annual Meeting of Stockholders, the Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named
executive officers, as described in the Company’s 2015 proxy statement. The Company’s 2015 executive compensation program was approved by approximately 93% of the votes cast. The Compensation Committee considered the program’s
effectiveness in fiscal 2016 and whether it reflects stockholder interests. The Compensation Committee believes the compensation framework, which focuses on pay for performance and long-term growth, and includes an assessment of performance on
ethics and compliance objectives, is operating as intended and effectively aligning pay with individual and Company performance as described further in the following section “Pay-for-Performance Alignment”. The Compensation Committee will
continue to consider feedback from and engage with stockholders and to monitor trends and developments to ensure that the Company’s executive compensation programs provide sufficient incentives and rewards, and remain competitively positioned
for executive talent.
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2016 Proxy Statement
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27
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COMPENSATION DISCUSSION AND ANALYSIS
Below are examples of the Company’s executive compensation practices that the Compensation
Committee considers to be effective at driving performance and supporting long-term growth for our stockholders while mitigating risk, and other executive compensation practices the Company does not engage in because they are inconsistent with the
Compensation Committee’s philosophy and stockholder interests.
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What We Do And Don’t
Do
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We align executive
compensation with the
interests of our
stockholders
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Pay for Performance:
We closely link pay to
performance. We set financial goals for Company performance which align our named executive officers’ interests with those of our stockholders. A significant portion of our named executive officers’ total target compensation is at-risk and
performance-based with 100% of the long-term incentive awards based on Company performance.
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Use Multiple Performance Metrics:
The Company’s annual bonus and long-term incentive programs for our named executive officers rely on a number of diversified performance metrics. The annual bonus program bases a significant portion of each named executive officer’s total
compensation opportunity upon the achievement of target financial performance and individual and group contributions. The performance-based long-term incentive program relies on multiple pre-set, three-year financial performance metrics.
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Regular Review of Stock Utilization:
The Company
evaluates stock utilization by reviewing overhang levels (dilutive impact of potential shares to be earned as equity compensation) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares).
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Our executive
compensation programs
are designed to mitigate
undue risk-taking by our
executives and to foster
long-term growth for our
stockholders
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Cap Payouts:
The Company’s
payments to named executive officers are capped under both the performance-based annual bonus program and performance-based long-term incentive program.
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Maintain a Clawback Policy:
The Board has policies
requiring the recoupment under certain circumstances of performance-based cash and equity compensation paid to the named executive officers.
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Maintain Executive Stock Ownership
Guidelines:
The Compensation Committee maintains stock ownership guidelines which apply to the Company’s named executive officers.
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Mitigate Undue Risk:
The Company’s compensation
programs include risk mitigation features, such as Board and management discretion and oversight, a balance of annual and long-term incentives for senior executives, the use of multiple performance metrics, and recoupment provisions for named
executive officers’ bonus compensation. The Compensation Committee annually oversees an assessment of risks related to compensation policies and practices.
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We adhere to executive
compensation best
practices
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Consider Effectiveness of Compliance
Programs in Compensation Decisions:
The Compensation Committee Charter and the Company’s long-term incentive plans include the implementation and enforcement of effective compliance programs as a factor for the Compensation Committee to
consider when reviewing and approving incentive awards, including annual bonus compensation. In addition, the Compensation Committee considers, based on a recommendation from the Audit Committee of its assessment of management’s performance on
ethics and compliance objectives, whether a reduction to the qualitative portion of the annual bonus payout is appropriate and, if so, the amount of such reduction.
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No Excise Tax Gross-ups:
The employment agreements
with our named executive officers do not provide for any gross-up payments to cover excise taxes incurred by the executive.
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No Tax Gross-ups for Personal
Benefits:
None of our named executive officers receive gross-ups for taxes on personal benefits.
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No Change in Control Agreements:
None of our named
executive officers’ employment agreements or other arrangements contain provisions that guarantee a payment upon a change in control of the Company.
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No Hedging:
The Company prohibits
all directors and employees, including our named executive officers, from engaging in short sales of the Company’s securities and investing in Company-based derivative securities.
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No Pledging:
The Company prohibits all executive
officers and directors from pledging any Company securities that they hold directly or unvested equity compensation.
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No Repricing of Stock Options or
SARs:
The Compensation Committee may not reprice stock options or stock appreciation rights without the approval of the Company’s stockholders.
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No Dividends on Unearned Restricted Stock Units
(“RSUs”) or Performance Stock Units (“PSUs”):
No dividends or dividend equivalents are paid on unvested RSUs or PSUs during the performance period.
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No Time Vested Equity Awards:
All
equity awards granted to our named executive officers are performance-based and stock-settled.
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28
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2016 Proxy Statement
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COMPENSATION DISCUSSION AND ANALYSIS
Pay-for-Performance Alignment
The graph below compares the relationship between changes in the total direct compensation (base salary, annual bonus and the grant-date fair value of long-term
incentives) awarded to the Company’s Chief Executive Officer and the Company’s TSR for the five fiscal years ending June 30, 2016, as adjusted to reflect the share price value of 21st Century Fox following the Separation. As the
graph below indicates and as described further below, the compensation program for the Company’s Chief Executive Officer provides a strong link between pay and performance. We believe this analysis demonstrates that our Chief Executive
Officer’s compensation is, as intended, closely and appropriately linked to performance, including stock price performance, and that growth in the share price of the Company’s Class A Common Stock has far outpaced the growth of our
Chief Executive Officer’s compensation.
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FY2011
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FY2012
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FY2013
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FY2014
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FY2015
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FY2016
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CEO TDC (K.R. Murdoch)
(1)
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N/A
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$
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22,034
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$
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25,765
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$
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23,586
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$
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22,010
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N/A
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CEO TDC (J.R. Murdoch)
(1)
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N/A
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N/A
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N/A
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N/A
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N/A
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$
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20,577
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Indexed TSR
(2)
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$
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100
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$
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127
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$
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187
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$
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230
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$
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215
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$
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181
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(1)
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Total direct compensation reflects base salary, actual bonus payout and the grant-date fair value of performance stock units.
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(2)
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Indexed TSR represents the value of $100 invested in the Company’s Class A Common Stock at the end of fiscal year 2011 and at the end of each following year. The Separation of News Corp is treated as a special
dividend for the purposes of calculating total stockholder return for 21st Century Fox.
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Compensation Philosophy
Our strategy and goal of creating long-term growth and value for stockholders drives our philosophy and how we design executive compensation
programs and practices.
Our executives lead and manage one of the world’s leading media and entertainment companies in a fast-changing, competitive
environment, and their responsibilities span operations around the world. Our executives are critical to the value we create for our stockholders.
Our compensation
philosophy aims to achieve the following:
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Provide a compensation program that drives performance;
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Ensure our compensation policies and practices support both annual and long-term growth for stockholders; and
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•
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Structure compensation packages to attract, retain and motivate the top executive talent necessary for the Company’s success today and in the future.
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In designing compensation programs for our named executive officers, the Compensation Committee is guided by the following objectives:
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Our compensation programs should incorporate a mix of fixed and performance-based compensation in the form of base salary, annual bonus compensation, performance-based long-term incentives and retirement and other
benefit programs (as described below) to enable us to attract the highest quality talent to the Company.
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2016 Proxy Statement
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29
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COMPENSATION DISCUSSION AND ANALYSIS
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Our individual pay decisions should consider trends in the industry in which the Company operates and competes and the executive’s performance, contributions, breadth and complexity of the role, and individual
skills.
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•
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Our compensation programs should be communicated and implemented as clearly, specifically and transparently as possible.
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•
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Our incentive programs should respond to unique market requirements and provide a strong link between pay and performance.
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How Executive Compensation Decisions Are Made
Role of the Compensation Committee and Executive Officers and Management in Compensation Decisions
Prior to approving or, as applicable, recommending each named executive officer’s compensation, the Compensation Committee reviews and analyzes the nature and
amounts of all elements of each named executive officer’s total compensation package, both separately and in the aggregate, to ensure that each named executive officer’s compensation is performance-based and that an appropriate balance is
maintained in focusing different elements of compensation on both the short-term and long-term performance of the Company. The Compensation Committee also considers, among other factors, information provided by its independent compensation
consultant on peer companies and industry trends, the Company’s philosophy on internal pay parity, and the responsibilities and past performance of our named executive officers. In addition, members of our senior management team keep informed
of developments in compensation and benefits matters and participate in the gathering and presentation of facts related to these matters as requested by the Compensation Committee.
Role of Compensation Consultant
Until May
2016, the Compensation Committee retained the services of Deloitte as its external compensation consultant to advise the Compensation Committee in its review of its named executive officer and non-executive Director compensation practices,
compensation trends, the design of the Company’s incentive plans for its named executive officers, and, from time to time, the structure of individual executive employment agreements.
Effective May 2016, the Compensation Committee has retained a new external compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), to
advise the Compensation Committee on its named executive officer and non-executive Director compensation practices and the fiscal 2017 compensation framework.
For
information on the Compensation Committee’s consideration of Deloitte’s and FW Cook’s respective independence, please see pages 18-19 in the section titled “Corporate Governance Matters”.
Use of Information on Peer Companies and Industry Trends
In order to attract and retain the best talent, our executives’ compensation packages must remain competitive. Because the Company competes to recruit and retain
executives against a relatively small number of large, complex, diversified and publicly-traded media and entertainment companies where executives possess skills and experience that are most relevant for the Company’s businesses, when reviewing
fiscal 2016 compensation, the Compensation Committee considered the compensation practices of CBS Corporation, Comcast Corporation, DIRECTV, Time Warner Inc., Time Warner Cable Inc., The Walt Disney Company and Viacom Inc. as well as certain other
publicly-traded entertainment and media companies and select technology companies with new media operations. However, the Compensation Committee does not justify its compensation decisions, nor attempt to maintain a specific target percentile in
determining compensation, based on compensation provided to executives at its peer companies.
Although the Company does not use “benchmarks” with respect
to individual compensation levels, the Compensation Committee regularly reviews the compensation practices of a group of our peer companies, consisting of other large publicly-traded entertainment and media companies, and select technology companies
with new media operations, as well as evolving market practices, to ensure that it remains informed of current practices when making compensation decisions. The Compensation Committee considers the compensation practices of our peer companies but,
because of the complex mix of industries and markets in which the Company operates, it believes that strict benchmarking against selected groups of companies does not provide a meaningful basis for establishing compensation and does not use peer
company data to base, justify or provide a framework for compensation decisions. The Compensation Committee also does not target any element of compensation or total compensation to a specific range within the peer companies. Rather, it uses peer
company data to obtain a general understanding of current compensation practices. The Compensation Committee’s goal is to provide total compensation packages that are competitive with prevailing practices in our industry and in the geographic
markets in which we conduct business. The Compensation Committee retains flexibility within the compensation program in order to respond to and adjust for specific circumstances and our evolving business environment.
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30
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2016 Proxy Statement
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COMPENSATION DISCUSSION AND ANALYSIS
Review of Internal Pay Parity
The Compensation Committee has determined that internal pay parity is critical to ensuring fairness and encouraging a collaborative team effort among the named
executive officers. Accordingly, the Compensation Committee’s decisions concerning named executive officer compensation include a careful review of each named executive officer’s pay components and levels relative to other named executive
officers with respect to role, seniority and/or levels of responsibility. In addition, the Compensation Committee has determined that it is appropriate to provide the same type of incentive compensation opportunities to each of the named executive
officers.
Named Executive Officers’ Compensation Packages for Fiscal 2016
Introduction
The key elements of our executive
compensation program for our named executive officers consist of base salary, annual bonus compensation that is based on an evaluation of Company and individual and group performance, performance-based long-term equity-based incentive awards and
retirement benefits. The named executive officers also receive certain perquisites, but such perquisites are not a key element of compensation. The chart below illustrates why the Compensation Committee chooses to pay each element of compensation:
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Motivation
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Alignment
with
Stockholder
Interests
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Element of
Compensation
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Attraction
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Short-Term
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Long-Term
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Retention
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Base Salary
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Performance-Based Annual Bonus
Compensation
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Performance-Based Long-Term Equity-Based
Incentive Awards
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Retirement Benefits
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When making individual executive compensation decisions, the Compensation Committee considers such characteristics as the named
executive officer’s leadership and management expertise, performance history, the complexity of the position and responsibilities, growth potential, term of service with the Company, reporting structure and internal parity. The Compensation
Committee also takes into account certain other market factors, such as, among others, the significance of the industry and geographic markets (particularly New York City and Los Angeles) in which we operate and compete to the Company’s ability
to attract and retain talent. In determining the amount of total compensation, the Compensation Committee considers both currently paid compensation and the opportunity for future compensation, as well as the mix of cash and equity-based
compensation. The level of compensation of each of our named executive officers reflects these factors.
In fiscal 2016, our named executive officers were Messrs.
K. Rupert Murdoch, Lachlan K. Murdoch, James R. Murdoch, John P. Nallen and Chase Carey. Mr. K.R. Murdoch, the Company’s Executive Chairman, has served the Company or its subsidiaries or affiliates for 64 years. Mr. L.K. Murdoch, the
Company’s Executive Chairman and a Director since 1996, previously served the Company in a number of executive roles from 1994 to 2005. Mr. J.R. Murdoch, the Company’s Chief Executive Officer, has served in a variety of
leadership positions within the Company and with its affiliates for 20 years. Mr. Nallen, the Company’s Chief Financial Officer since July 2013, previously served as an Executive Vice President and Deputy Chief Financial Officer of the
Company for 12 years, overseeing various functional areas including corporate finance, tax, corporate IT, internal audit and planning and analysis and has served the Company and its affiliates for more than 21 years. Mr. Carey, who served as
Executive Vice Chairman of the Board in fiscal 2016 and, effective July 1, 2016, became a consultant to the Company and Vice Chairman of the Board, has served in a variety of leadership positions within the Company and with its affiliates for
more than 27 years. The depth of our named executive officers’ institutional knowledge, the breadth of their experience and their superior leadership talents have been instrumental and invaluable in making and maintaining 21st Century Fox as
one of the pre-eminent international media and entertainment companies.
Compensation Decisions Related to the Leadership Transition
The Compensation Committee recommended and the independent Directors approved new compensatory arrangements for fiscal 2016 for Messrs. L.K. Murdoch and
J.R. Murdoch. The compensatory arrangements for Messrs. L.K. Murdoch and J.R. Murdoch reflect the Company’s fundamental compensation framework for named executive officers, with a significant portion of each executive’s compensation
at-risk and based on the achievement of short-term and long-term financial and business objectives. In reaching its recommendations, the Compensation Committee considered information provided by its then-compensation consultant, Deloitte, and the
Company’s compensation philosophy, including on internal pay parity. As disclosed above, the Company does not use “benchmarks” with respect to individual compensation levels, however, the Compensation Committee reviewed the
compensation practices of other large publicly-traded entertainment and media companies and certain other publicly-traded entertainment and media companies as well as select technology companies with new media operations.
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2016 Proxy Statement
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31
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COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee considered that Messrs. L.K. Murdoch and J.R. Murdoch’s new
compensation should be commensurate with each of their responsibilities for the operational and strategic leadership of the Company and reflect each executive’s significant contributions to the Company as well as other achievements. The
Compensation Committee also considered that, since Messrs. L.K. Murdoch and J.R. Murdoch will share responsibility for the management and leadership of the Company, Messrs. L.K. Murdoch and J.R. Murdoch should receive identical compensatory
arrangements.
In connection with the leadership transition, Mr. Carey, who served as the Company’s Deputy Chairman, President and Chief Operating Officer
since 2009, became the Executive Vice Chairman and served in that role through June 30, 2016. The Compensation Committee recognized that for fiscal 2016 Mr. Carey would be compensated under the terms of his existing employment agreement
that was in effect through June 30, 2016. In order to ensure that Mr. Carey’s vital contributions would continue during the management transition, the Compensation Committee recommended and the independent Directors approved the terms
of Mr. Carey’s service as a consultant to the Company beginning July 1, 2016. The Compensation Committee considered that Mr. Carey’s compensation for his role as a consultant should reflect his exceptional strategic
leadership and performance throughout his tenure at the Company and the desire to retain Mr. Carey to continue to serve the Company and support the development of the next generation of leadership.
Also in connection with the leadership transition, the Company entered into a letter agreement, effective July 1, 2015, with Mr. Nallen (the “Nallen
Letter Agreement”) which extended the term of Mr. Nallen’s employment agreement through June 30, 2018 and increased his performance-based compensation. The Compensation Committee considered Mr. Nallen’s superior
financial management and the desire to ensure his retention.
Mr. K.R. Murdoch continues to play an important leadership role in each of the Company’s key
strategic initiatives and, as a result, there were no changes to his compensation for fiscal 2016.
The Compensation Committee believes that employment agreements
are important tools to attract and retain executive talent. Accordingly, in fiscal 2016, Messrs. L.K. Murdoch, J.R. Murdoch, Nallen and Carey were each a party to a negotiated employment agreement. (For a detailed description of these employment
agreements, please see page 43 in the section titled “Employment Arrangements”.) In fiscal 2016, Mr. K.R. Murdoch was not a party to an employment agreement, and his compensation was determined and approved by the Compensation
Committee.
2016 Pay Mix
The Compensation
Committee believes that a significant portion of the compensation awarded to our named executive officers should be performance-based and at-risk. As illustrated below, approximately 85% of the Chief Executive Officer’s and on average 79% of
the other named executive officers’ fiscal 2016 target total direct compensation was “at-risk” and dependent upon performance, with most of the compensation subject to the achievement of short-term and long-term financial and business
objectives. We believe that this balance of fixed and variable compensation is consistent with the Company’s executive compensation philosophy, maintains a strong link between the named executive officers’ compensation and Company
performance, aligns the named executive officers’ interests with those of our stockholders and motivates executives to deliver strong results and create stockholder value.
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(1)
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Includes each named executive officer’s annual base salary, target annual bonus opportunity and the target PSU Award (as defined below) opportunity for the fiscal 2016-2018 performance period.
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(2)
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Performance-based incentive compensation includes target annual bonus opportunity and target PSU Award opportunity. For the Chief Executive Officer, 40% of the target total direct compensation is comprised of the target
annual bonus opportunity and 45% is comprised of the target PSU Award opportunity. For the other named executive officers, on average, approximately 42% of the target total direct compensation is comprised of the target annual bonus opportunity and
approximately 37% is comprised of the target PSU Award opportunity. Stated NEO percentages are rounded to the nearest whole percent.
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2016 Proxy Statement
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COMPENSATION DISCUSSION AND ANALYSIS
Base Salary
One element of compensation needed to attract and retain an employee in any organization is base salary. Base salary is the fixed element of a named executive
officer’s annual cash compensation and does not vary with performance.
The respective employment agreements of Messrs. L.K. Murdoch, J.R. Murdoch, Nallen and
Carey provide for a minimum base salary. At the time each of these employment agreements was entered into, each named executive officer’s base salary was established in the context of the nature of the named executive officer’s particular
position, the responsibilities associated with that position, length of service with the Company, his experience, expertise, knowledge and qualifications, market factors, the industry in which we operate and compete, recruitment and retention
factors and the Company’s overall compensation philosophy.
The Compensation Committee reviews annually the base salary of each of the named executive
officers, subject to the terms of any applicable employment agreements. Base salary may be adjusted if the Compensation Committee determines that an adjustment is warranted or that a different mix of compensation elements may more appropriately
compensate the individual named executive officer in light of the Company’s compensation objectives. There were no base salary changes for our continuing named executive officers in fiscal 2016 from fiscal 2015.
Performance-Based Annual Bonus Compensation
The named executive officers have a direct influence on our operations and strategy. The Compensation Committee believes that a significant portion of each named
executive officer’s total compensation opportunity should be based upon individual and group contributions and the Company’s financial and operating performance. This framework fosters a performance-driven, pay-for-performance culture that
aligns our named executive officers’ interests with those of our stockholders while also rewarding the named executive officers for superior individual and group achievements.
In August 2015, the Compensation Committee approved the framework for the fiscal 2016 Annual Bonus (as defined below). The Compensation Committee determined that
two-thirds of the Annual Bonus would be based on achievement of a target financial performance metric and one-third would be based on qualitative factors, including the contributions by each and the group of named executive officers (the
“Annual Bonus”). The Compensation Committee selected adjusted Operating Income Before Depreciation and Amortization (“OIBDA”)
* as the financial performance metric for fiscal 2016
because it believes that this metric reflects the Company’s key financial objective for the operations for which the named executive officers have direct responsibility. The Compensation Committee also determined the following performance
levels for the achievement of the financial performance metric, with performance that falls between the specified performance levels to be interpolated broadly on a linear basis:
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Performance Level
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Performance Goal as a Percentage of
Target OIBDA
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Payout as a Percentage of Financial
Performance Portion of the Annual Bonus
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Maximum
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120%
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200%
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Target
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100%
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100%
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Threshold
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80%
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50%
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The Compensation Committee approved the following target and maximum Annual Bonus opportunities for fiscal 2016 for each of Messrs. K.R.
Murdoch, L.K. Murdoch, J.R. Murdoch, Nallen and Carey:
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Named Executive Officer
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Fiscal 2016
Target Annual Bonus
Opportunity
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Fiscal 2016
Maximum Annual Bonus
Opportunity
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K. Rupert Murdoch
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$10.5 million
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$21.0 million
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Lachlan K. Murdoch
(1)
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$8.0 million
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$16.0 million
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James R. Murdoch
(1)
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$8.0 million
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$16.0 million
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John P. Nallen
(1)
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$4.0 million
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$8.0 million
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Chase Carey
(1)
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$10.0 million
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$20.0 million
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(1)
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The Annual Bonus target and maximum opportunity are provided for in the named executive officer’s employment agreement.
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*
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No adjustments were made to OIBDA for fiscal 2016. Information on how OIBDA is calculated from the Company’s audited financial statements is set forth on page 119 of the Company’s Annual Report on Form 10-K
for the fiscal year ended June 30, 2016.
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2016 Proxy Statement
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33
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COMPENSATION DISCUSSION AND ANALYSIS
For fiscal 2016, the Compensation Committee set a target performance range for OIBDA of $6.90
billion to $7.00 billion. A target range is used, rather than a specific goal, to address challenges associated with setting performance goals with precision and to avoid unintended windfalls or shortfalls in actual payouts to the named executive
officers.
In accordance with the Annual Bonus framework, the Compensation Committee also considered qualitative factors, including contributions to the
Company’s financial and non-financial objectives in fiscal 2016, when determining each eligible named executive officer’s Annual Bonus. The Company operates in a dynamic, rapidly evolving and highly competitive industry and the
Compensation Committee considered not only individual performance but also the collective efforts and collaboration of the named executive officers, particularly in connection with the leadership transition, that is imperative for success. The named
executive officers, individually and as a group, had the following notable achievements in fiscal 2016:
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Provided leadership under which the Company delivered solid financial results, strengthened its core operations, continued its international expansion plans and optimized its portfolio of businesses through strategic
acquisitions and investments.
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Continued the expansion of the Company’s international footprint, particularly with the acquisition of the broadcast business of MAA TV in India, positioning the Company for greater profitability.
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Made significant strides in cost management across the Company, including through a voluntary resignation program, as well as oversaw the re-alignment of the Company’s international channels, offering Fox Networks
Group International greater brand strength and international distribution capabilities.
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Grew the Company’s television and cable channel businesses by continuing to obtain and increase retransmission and affiliate compensation.
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Pursued wider distribution through emerging over-the-top products and enhanced our digital advertising capabilities.
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Continued to strengthen the Company’s brands including by expanding the Company’s partnership with National Geographic Society by combining the Company’s National Geographic television channels with
National Geographic’s publishing, travel and other media and consumer-oriented assets, which solidified one of the Company’s core brands.
|
|
•
|
|
Guided the execution of our key strategic priorities including the creation of compelling storytelling, enhancement of the customer experience of our digital video brands and the leveraging of our positions in
developing markets.
|
|
•
|
|
Continued to strengthen the Company’s financial stability while improving the Company’s capital structure.
|
|
•
|
|
Oversaw the return in fiscal 2016 of over $5.5 billion to stockholders through dividends and the share repurchase program under which the Company executed the repurchase of 14% of the outstanding shares Class A
Common Stock for $5.0 billion in a disciplined manner.
|
|
•
|
|
Maintained an effective compliance program and continued efforts towards enhancing our compliance policies and training for our employees.
|
The Compensation Committee considers, based on a recommendation from the Audit Committee of its assessment of management’s performance on ethics and compliance
objectives, whether a reduction to the qualitative portion of the annual bonus payout is appropriate and, if so, the amount of such reduction. During fiscal 2016, management regularly reported to the Audit Committee its progress in implementing
the Company’s ethics and compliance objectives. In assessing the progress of the Company’s implementation of its ethics and compliance objectives, the Audit Committee considered the extent to which progress was made in a variety of
compliance areas as well as whether such progress would contribute to the Company’s long-term ethics and compliance objectives. As described herein, based on the Audit Committee’s assessment that significant achievements have been
made, the Compensation Committee did not reduce the qualitative portion of the annual bonus payout for the named executive officers in fiscal 2016.
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34
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|
|
|
|
|
2016 Proxy Statement
|
COMPENSATION DISCUSSION AND ANALYSIS
To determine the Annual Bonus for each named executive officer, the Compensation Committee
recognized that the Company’s OIBDA was $6.6 billion and, as a result, approximately 89% of the target quantitative portion of the Annual Bonus was achieved. The Compensation Committee determined that the exemplary achievements described above
of the named executive officers, individually and as a group, made contributions to drive the overall success of the business as well as its financial and strategic objectives and therefore awarded 100% of the target qualitative portion of the
Annual Bonus to Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch, Nallen and Carey. In addition, the Compensation Committee considered it appropriate to align the percentage of the target qualitative portion of the Annual Bonus awarded to each named
executive officer to recognize the collaborative effort in fiscal 2016 that led to the Company’s solid performance. In light of these accomplishments, the Compensation Committee confirmed the payout multiples set forth below and calculated the
Annual Bonuses, which were paid in cash, as follows:
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|
|
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|
|
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|
|
Fiscal 2016
Target
Annual
Bonus
Opportunity
|
|
|
Adjusted OIBDA
|
|
|
Qualitative Performance
|
|
|
Calculated
Annual
Bonus
Amount
|
|
|
Named
Executive Officers
|
|
|
66.7% of
Target
|
|
|
Multiple
|
|
|
Subtotal
(1)
|
|
|
33.3% of
Target
|
|
|
Multiple
|
|
|
Subtotal
|
|
|
|
K. Rupert
Murdoch
|
|
$
|
10,500,000
|
|
|
$
|
7,000,000
|
|
|
|
89
|
%
|
|
$
|
6,265,000
|
|
|
$
|
3,500,000
|
|
|
|
100
|
%
|
|
$
|
3,500,000
|
|
|
$
|
9,765,000
|
|
|
Lachlan K. Murdoch
|
|
$
|
8,000,000
|
|
|
$
|
5,333,333
|
|
|
|
89
|
%
|
|
$
|
4,773,333
|
|
|
$
|
2,666,667
|
|
|
|
100
|
%
|
|
$
|
2,666,667
|
|
|
$
|
7,440,000
|
|
|
James R. Murdoch
|
|
$
|
8,000,000
|
|
|
$
|
5,333,333
|
|
|
|
89
|
%
|
|
$
|
4,773,333
|
|
|
$
|
2,666,667
|
|
|
|
100
|
%
|
|
$
|
2,666,667
|
|
|
$
|
7,440,000
|
|
|
John P. Nallen
|
|
$
|
4,000,000
|
|
|
$
|
2,666,667
|
|
|
|
89
|
%
|
|
$
|
2,386,667
|
|
|
$
|
1,333,333
|
|
|
|
100
|
%
|
|
$
|
1,333,333
|
|
|
$
|
3,720,000
|
|
|
Chase Carey
|
|
$
|
10,000,000
|
|
|
$
|
6,666,667
|
|
|
|
89
|
%
|
|
$
|
5,966,667
|
|
|
$
|
3,333,333
|
|
|
|
100
|
%
|
|
$
|
3,333,333
|
|
|
$
|
9,300,000
|
|
Performance-Based Long-Term Equity-Based Incentive Awards
The purpose of granting performance-based long-term equity-based awards to the named executive officers is to align further their compensation with the long-term
performance of the Company and link the named executive officers’ interests directly to those of the Company’s stockholders. In order to accomplish these objectives, the Compensation Committee designed a performance-based long-term
equity-based incentive program and approved the annual grant of PSUs that will have a three-year performance measurement period (the “PSU Award”). The PSUs will vest after the completion of the three-year performance period, based upon the
following performance metrics that will be measured against targets established at the beginning of each performance period: (i) average annual adjusted earnings per share (“EPS”) growth; (ii) average annual adjusted free cash
flow (“FCF”) growth; and (iii) the Company’s three-year TSR as measured against the three-year TSR of the companies that comprise the Standard & Poor’s 500 Index (excluding financial and energy sector
companies) (the “S&P 500”) (collectively, the “Performance Metrics”).
Adjusted EPS is calculated by dividing adjusted net income by the
number of shares of stock (or stock equivalents) of the combined classes of the Company’s common stock utilized in the Financial Statements for the respective fiscal year in determining diluted earnings per share, after adjusting for new share
issuances and the effect of corporate reorganizations such as stock splits. Adjusted net income is determined by eliminating the effect on net income (as reported in the Company’s audited consolidated financial statements of the Company’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the “Financial Statements”) and determined in accordance with United States generally accepted accounting principles) of the following items, which will apply equally
to income and losses from “Associated Entities” (as such term is used in the Financial Statements) included in net income: (i) non-cash intangible asset impairment charges and write downs on investments to realizable values;
(ii) gains or losses on the sale or other disposition of businesses or investments; (iii) items classified as extraordinary items (or a similar classification); (iv) the impact of changes in accounting in the fiscal year of such
change (with the intent being to measure adjusted net income in each fiscal year on the same bases of accounting); (v) costs of material business restructurings, reorganizations and relocations (includes severances, shut down, asset
writeoffs—whether immediately recognized or the incremental impact of accelerated charges over the restructuring period); and (vi) gains and losses from capital and debt issuances and retirements. The determination may reflect such other
adjustments as the Compensation Committee deems appropriate to reflect the Performance Metric so as to not distort the calculation of the Performance Metric. FCF means operating income before depreciation and amortization, less cash interest,
operating taxes paid, working capital requirements and capital expenditures, plus distributions/dividends received and non-cash compensation expense, all determined from continuing operations. Comparable adjustments made to net income in accordance
with the definition of adjusted net income will be made to FCF to the extent they impact FCF.
The Compensation Committee selected these performance metrics because
it believes these metrics to be critical to the Company’s long-term creation of stockholder value. Specifically, EPS is one of the primary measures used by the Company, investors and analysts to assess Company and management performance; FCF
gives a clear view of the Company’s ability to generate cash that can be used for investments in the business, returns to stockholders and other actions which enhance
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|
|
|
|
|
|
2016 Proxy Statement
|
|
|
|
35
|
|
COMPENSATION DISCUSSION AND ANALYSIS
stockholder value; and relative TSR strengthens the alignment with the long-term interests of our
stockholders while considering a broad and stable collection of comparator group companies that offer alternative capital investment opportunities. The Company adjusts EPS and FCF to ensure that the measurement of performance reflects factors that
management can directly control and that payout levels are not artificially inflated or impaired by factors unrelated to the ongoing operation of the business. This ensures that executives are not unduly influenced in their decision-making because
they would neither benefit nor be penalized as a result of unexpected and uncontrollable events or as a result of strategic events that are in the long-term interest of stockholders. The target weighting for the adjusted EPS growth, adjusted FCF
growth and TSR performance metrics will be 40%, 40% and 20%, respectively.
All outstanding PSUs awarded to the named executive officers are stock-settled. Each
stock-settled PSU represents the right to receive one share of Class A Common Stock, which enables the Company to fix its compensation expense based on the share price on the date the award is granted and eliminate any volatility in
compensation expenses that may result from using cash-settled equity awards, and may promote increased stock ownership by our named executive officers. The stock-settled PSUs for the fiscal 2014-2016 performance period were awarded under the
Company’s 2005 Long-Term Incentive Plan (the “2005 LTIP”) and the PSUs for the fiscal 2016-2018 performance period were awarded under the 2013 Long-Term Incentive Plan (the “2013 LTIP”).
Within 90 days of the beginning of each performance period, the Compensation Committee establishes for each of the Performance Metrics, performance ranges and payout
ranges for the performance period. The Compensation Committee also determines the target opportunity for each of the named executive officers for the performance period, expressed as a dollar value (the “PSU Target Value”). The PSU Target
Value will be converted into a target number of PSUs (the “PSU Target Number”) which, for fiscal 2016, was based on the average closing price of the Class A Common Stock for the 20 trading days ending on June 30. For the fiscal
2016-2018 performance period, the Compensation Committee established in August 2015 the following PSU Target Value, and corresponding target number of PSUs, for each of Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch, Nallen and Carey:
|
|
|
|
|
|
|
|
|
|
|
Named
Executive Officer
|
|
Fiscal 2016-2018
Performance Period
Target PSU Award
Opportunity
($ value)
|
|
|
Fiscal 2016-2018
Performance Period
Target PSU Bonus
Opportunity
(number of PSUs)
|
|
|
K. Rupert Murdoch
|
|
$
|
5.7 million
|
|
|
|
173,094
|
|
|
Lachlan K. Murdoch
(1)
|
|
$
|
9.0 million
|
|
|
|
273,307
|
|
|
James R. Murdoch
(1)
|
|
$
|
9.0 million
|
|
|
|
273,307
|
|
|
John P. Nallen
(1)
|
|
$
|
4.0 million
|
|
|
|
121,469
|
|
|
Chase Carey
(1)
|
|
$
|
10.0 million
|
|
|
|
303,674
|
|
|
(1)
|
The target PSU Award opportunity is provided for in the named executive officer’s employment agreement.
|
Following
the end of the performance period, the Compensation Committee will evaluate and certify the average year over year adjusted EPS growth and the average year over year adjusted FCF growth and the Company’s three-year relative TSR compared to the
S&P 500 and determine the weighted payout (the “Final Performance Factor”); provided, however, the final payout cannot exceed 150% of the PSU Target Number and subject to the limitations set forth in the 2005 LTIP and 2013 LTIP, as
applicable. Performance in a single year generally will not be indicative of the results for the entire performance period. Subject to the attainment of one or more of the Performance Metrics, at the end of the performance period, the named
executive officers will be credited with a number of PSUs, which will be determined by multiplying the PSU Target Number by the Final Performance Factor (the “Final PSU Credits”). Each of the named executive officers will then receive the
number of shares of Class A Common Stock equal to his Final PSU Credits, subject to the limitations set forth in the 2005 LTIP or 2013 LTIP, as applicable. The “Payment Date” will generally be August 15 of the applicable year or
the business day closest to August 15. Thus, the Final PSU Credits and their value reflect both Company performance and any change in the value of the Company’s Class A Common Stock over the three-year performance period.
In June 2016, the Compensation Committee determined to grant dividend equivalents on PSUs, beginning with the fiscal 2017-2019 performance period, in order to further
align our executive compensation with total return to stockholders. Such dividend equivalents will be represented by additional PSUs, will be subject to the same performance conditions as the underlying PSU Award and will be payable when, and
only to the extent that, the underlying PSU Award vests.
|
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
2016 Proxy Statement
|
COMPENSATION DISCUSSION AND ANALYSIS
Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for
Fiscal 2014-2016 Performance Period
The PSU Awards granted in August 2013 had a three-year performance period ending on June 30, 2016 and had
performance measures based on average annual adjusted EPS growth, average annual adjusted FCF growth, and the Company’s three-year TSR as measured against the three-year TSR of the companies that comprise the S&P 500. In August 2013,
the Compensation Committee determined the following performance levels and weightings for each Performance Metric:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2014-2016 PSU Performance Metrics
|
|
|
|
|
Performance Levels
|
|
Adjusted EPS
Growth
(40% weighting)
|
|
Adjusted FCF
Growth
(40% weighting)
|
|
TSR
(20% weighting)
|
|
|
Payout as a %
of Target
Opportunity
|
|
Maximum
|
|
25%
|
|
25%
|
|
|
>75th Percentile
|
|
|
200%
|
|
Target
|
|
15%
|
|
12.5%
|
|
|
50th Percentile
|
|
|
100%
|
|
Threshold
|
|
5%
|
|
0%
|
|
|
25th Percentile
|
(1)
|
|
0%
|
|
(1)
|
TSR has a 50% threshold at the 25th Percentile.
|
In August 2016, the Compensation Committee reviewed the
Company’s performance for the fiscal 2014-2016 performance period with respect to the PSUs granted in August 2013. The Compensation Committee evaluated and certified average year over year adjusted EPS growth of 8.0%, average year over year
adjusted FCF growth of 16.4% and a three-year relative TSR percentile ranking at the 17th percentile. During the fiscal 2014-2016 performance period, adjusted EPS primarily excluded (i) non-cash intangible asset impairment charges,
(ii) gains or losses on the sale or other disposition of businesses and (iii) costs of material business restructurings, and was calculated as described above. Adjusted FCF included adjustments comparable to those made to EPS.
|
|
|
|
|
|
|
|
|
Performance Metrics
|
|
Target
Performance
|
|
Actual
Performance
|
|
Performance
Factor
|
|
Adjusted EPS Growth
|
|
15.0%
|
|
8.0%
|
|
12%
|
|
Adjusted FCF Growth
|
|
12.5%
|
|
16.4%
|
|
52%
|
|
Relative TSR
|
|
50th Percentile
|
|
17th Percentile
|
|
0%
|
Based on the Company’s performance, the Compensation Committee determined a Final Performance Factor of 64%. As a result, Messrs.
K.R. Murdoch, J.R. Murdoch, Nallen and Carey each received shares of the Company’s Class A Common Stock equal to the Final PSU Credits described below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officers
|
|
Fiscal 2014-2016
Performance Period
Target PSU Award
Opportunity
|
|
|
Final
Performance
Factor
|
|
|
Fiscal 2014-2016
Final PSU
Credits
|
|
|
K. Rupert Murdoch
|
|
|
188,679
|
|
|
|
64
|
%
|
|
|
120,754
|
|
|
James R. Murdoch
|
|
|
198,609
|
|
|
|
64
|
%
|
|
|
127,109
|
|
|
John P. Nallen
|
|
|
99,304
|
|
|
|
64
|
%
|
|
|
63,554
|
|
|
Chase Carey
|
|
|
331,016
|
|
|
|
64
|
%
|
|
|
211,850
|
|
Retirement Benefits
Our defined-benefit pension plans serve as an important retention tool for long-term executives. In addition to a broad-based, tax-qualified pension plan, we also
administer a Supplemental Executive Retirement Plan (“SERP”), which increases the retirement benefits of its participants above the amounts available under our broad-based plan, as limited by the Internal Revenue Code, and in which certain
of our executives participate. As an additional retention incentive, certain of the named executive officers participate in the Company’s Individual Supplemental Employee Retirement Agreement Plan (“ISERA”), which provides enhanced
benefits to certain of the Company’s executives. The ISERA also provides enhanced retirement health benefits to the participating executives and their spouses. The SERP and the ISERA are non-qualified plans for tax purposes and are funded using
a grantor trust. The assets in the grantor trust are unsecured funds of the Company and could be used to satisfy the Company’s obligations in the event of bankruptcy or insolvency. For additional information on these arrangements and
plans, please see the Pension Benefits Table and the Potential Payments Upon Termination Table, together with their accompanying footnotes, and the section titled “Description of Pension Benefits” below.
Perquisites
Our named executive officers are
provided with limited types of perquisites and other personal benefits that the Compensation Committee feels are reasonable and consistent with the Company’s overall compensation philosophy. Perquisites constitute a very small percentage of
each named executive officer’s total compensation package. Some perquisites are intended to serve a specific business need for the benefit of the Company; however, it is understood that some may be used for personal reasons as well.
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|
|
|
|
|
|
|
|
|
|
|
|
|
2016 Proxy Statement
|
|
|
|
37
|
|
COMPENSATION DISCUSSION AND ANALYSIS
For safety and security reasons, all of the named executive officers are required to use the
Company aircraft for all travel. We also provide a car or car allowance for our named executive officers. The perquisites received by each named executive officer in fiscal 2016, as well as their incremental cost to the Company, are reported in the
Summary Compensation Table and its accompanying footnotes below.
Framework for Fiscal 2017 Performance-Based Compensation
Fiscal 2017 Performance-Based Annual Bonus Compensation
In August 2016, the Compensation Committee approved the framework for the fiscal 2017 Annual Bonus. The Compensation Committee determined that two-thirds of the fiscal
2017 Annual Bonus would be based on achievement of target adjusted OIBDA, and one-third would be based on qualitative factors, including the contributions by each and the group of named executive officers. The Compensation Committee selected
adjusted OIBDA as the financial performance metric for fiscal 2017 because it continues to believe that this metric reflects the Company’s key financial objective for the operations for which the named executive officers have direct
responsibility. In reaching this decision, the Compensation Committee concluded that the Annual Bonus program was properly rewarding the named executive officers for Company and individual and group achievements and effectively aligning their
interest with those of our stockholders. The Compensation Committee also determined the following performance levels for the achievement of the financial performance metric, with performance that falls between the specified performance levels to be
interpolated broadly on a linear basis:
|
|
|
|
|
|
|
Performance Level
|
|
Performance Goal as a Percentage of
Target Adjusted OIBDA
|
|
Payout as a Percentage of
Financial
Performance Portion of the Annual Bonus
|
|
Maximum
|
|
120%
|
|
200%
|
|
Target
|
|
100%
|
|
100%
|
|
Threshold
|
|
80%
|
|
50%
|
Also in August 2016, the Compensation Committee approved the following target and maximum Annual Bonus opportunities for fiscal 2017 for
each of Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch and Nallen:
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
Fiscal 2017
Target Annual Bonus
Opportunity
|
|
|
Fiscal 2017
Maximum Annual Bonus
Opportunity
|
|
|
K. Rupert Murdoch
|
|
$
|
10.5 million
|
|
|
$
|
21.0 million
|
|
|
Lachlan K. Murdoch
(1)
|
|
$
|
8.0 million
|
|
|
$
|
16.0 million
|
|
|
James R. Murdoch
(1)
|
|
$
|
8.0 million
|
|
|
$
|
16.0 million
|
|
|
John P. Nallen
(1)
|
|
$
|
4.0 million
|
|
|
$
|
8.0 million
|
|
|
(1)
|
The Annual Bonus target and maximum opportunity are provided for in the named executive officer’s employment agreement.
|
Fiscal 2017 Performance-Based Long-Term Equity-Based Incentive Awards
The Compensation Committee considered that the PSU Award program properly motivates each of the named executive officers to drive Company performance and determined to
continue the PSU Award program for the fiscal 2017-2019 performance period for the named executive officers. The Compensation Committee recognized that Mr. K.R. Murdoch is a significant stockholder of the Company and therefore his interests are
already aligned with stockholders’ interests. However, the Compensation Committee determined that it was appropriate for Mr. K.R. Murdoch to continue to participate in the PSU Award program because the Compensation Committee believes in
providing the same type of incentive compensation opportunities to each of the named executive officers who are responsible for the Company’s overall operations.
For the fiscal 2017-2019 performance period, the Compensation Committee established in August 2016 the following PSU Target Value, and corresponding target number of
PSUs, for each of Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch and Nallen:
|
|
|
|
|
|
|
Named Executive Officer
|
|
Fiscal
2017-2019
Performance Period
Target PSU Award
Opportunity
($
value)
|
|
Fiscal 2017-2019
Performance Period
Target PSU Bonus
Opportunity
(number of PSUs)
|
|
K. Rupert Murdoch
|
|
$5.7 million
|
|
199,789
|
|
Lachlan K. Murdoch
(1)
|
|
$9.0 million
|
|
315,457
|
|
James R. Murdoch
(1)
|
|
$9.0 million
|
|
315,457
|
|
John P. Nallen
(1)
|
|
$4.0 million
|
|
140,203
|
|
(1)
|
The target PSU Award opportunity is provided for in the named executive officer’s employment agreement.
|
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
2016 Proxy Statement
|
COMPENSATION DISCUSSION AND ANALYSIS
Severance and Change in Control Arrangements
The employment agreements of Messrs. L.K. Murdoch, J.R. Murdoch, Nallen and Carey contain negotiated severance provisions that provide benefits to these named executive
officers upon their separation from the Company, which are more fully described in the section titled “Potential Payments Upon Termination” below. None of the named executive officers’ employment agreements or other arrangements
contains provisions that guarantee a payment upon a change in control of the Company.
Recoupment of Previously Paid Named Executive
Officer Performance-Based Compensation
The Board of Directors has policies requiring the recoupment of performance-based compensation paid to the
named executive officers in the event of certain financial restatements or of other bonus compensation in certain other instances. The policies require reimbursement, to the extent permitted by governing law and any employment arrangements entered
into prior to the adoption of the policies.
Prohibition on Hedging and Pledging of 21st Century Fox Stock
The Company prohibits all directors and employees, including our named executive officers, from engaging in short sales of the Company’s securities and investing
in Company-based derivative securities, including options, warrants, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as the Company’s common stock. This prohibition includes, but is
not limited to, trading in Company-based put or call option contracts, trading in straddles and the like. However, holding and exercising stock options, restricted stock units or other derivative securities granted under the Company’s equity
compensation plans is not prohibited.
The Company prohibits all executive officers and directors from pledging any Company securities that they hold directly or
unvested equity compensation.
Executive Stock Ownership Guidelines
The Compensation Committee believes that the named executive officers of the Company should have an appropriate equity ownership in the Company to further align
stockholders’ and the named executive officers’ interests. Accordingly, the Compensation Committee has adopted stock ownership guidelines which, during fiscal 2016, applied to the named executive officers as follows:
|
|
|
|
|
Title
|
|
Ownership Guideline
|
|
Executive Chairman
|
|
5 times base salary
|
|
Chief Executive Officer
|
|
5 times base salary
|
|
Executive Vice Chairman
|
|
3 times base salary
|
|
Chief Financial Officer
|
|
2 times base salary
|
Each executive will be required to achieve the appropriate ownership level within five years from the end of the fiscal year in which
the executive first becomes subject to the ownership guidelines. To ensure executives make continuous progress toward their respective targets, executives must own 25% of the guideline by the end of the second fiscal year after becoming subject to
the guidelines, 50% after the end of the third fiscal year and 75% by the end of the fourth fiscal year. If an executive’s guideline increases, then after the initial five-year compliance period, the executive will have an additional three
years to achieve the increased guideline.
Although each executive has until the end of fiscal 2019 to achieve the appropriate ownership level (with the exception
of Mr. L.K. Murdoch who has until the end of fiscal 2021 and Mr. J.R. Murdoch who has until the end of fiscal 2022 with respect to his increased guideline), as of June 30, 2016, each executive is in compliance with the applicable
incremental guideline.
Compensation Deductibility Policy
In approving compensation, the Compensation Committee takes into account Section 162(m) of the Internal Revenue Code which generally limits to $1 million the U.S.
federal tax deductibility of compensation paid in one year to the named executive officers except for, pursuant to Internal Revenue Service pronouncements, Mr. Nallen, our Chief Financial Officer in fiscal 2016. However, the Compensation
Committee has approved, and may continue to approve, compensation exceeding the $1 million limitation, including with respect to a portion of base salary and long-term incentives, and exceeding the maximum bonus amount provided for under the Annual
Bonus, in order to provide appropriate compensation. In fiscal 2016, a portion of each of our named executive officers’ compensation exceeded the $1 million threshold under Section 162(m) of the Internal Revenue Code, therefore, the
Company estimates that it has foregone a tax benefit of approximately $5 million under the current
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2016 Proxy Statement
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39
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COMPENSATION DISCUSSION AND ANALYSIS
compensation framework. While accounting and tax treatment are relevant issues to consider, the
Compensation Committee believes that stockholder interests are best served by not restricting flexibility in designing compensation programs, even though such programs may result in non-deductible compensation expenses for tax purposes.
As part of the executive compensation program, the named executive officers are eligible to receive performance-based annual bonus compensation and performance-based
long-term equity-based incentive awards under the Company’s Long-Term Incentive Plan. Performance-based compensation may qualify for an exception to the limit on deductibility, provided that the plan under which such compensation is paid meets
certain requirements, including stockholder approval. Each of the Annual Bonus and the Company’s Long-Term Incentive Plan is intended to permit awards that comply with the Section 162(m) exception for performance-based compensation. The
stockholders of the Company have approved both of these plans.
For tax purposes, in order to preserve the ability to deduct annual performance-based compensation
under Section 162(m) of the Internal Revenue Code, the Annual Bonus is conditioned upon the funding of a bonus pool (the “Annual Bonus Pool”). For fiscal 2016, the Compensation Committee approved a formula for funding the Annual Bonus
Pool of 2.0% of the Company’s adjusted OIBDA for the fiscal year, which represents the maximum annual performance-based compensation that is payable. Additionally, the Company’s Annual Bonus program caps the amount to be paid to an
individual in any fiscal year with an aggregate total of $73 million payable to all eligible participants in fiscal 2016. The Compensation Committee selected adjusted OIBDA as the performance measure for the funding of the Annual Bonus Pool because
it best reflects the Company’s key financial objective for the operations for which the named executive officers have direct responsibility given the nature of the Company’s business.
In August 2016, the Compensation Committee certified the adjusted OIBDA and the maximum annual bonus amounts for Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch and
Carey. The Compensation Committee then exercised its downward discretion to adjust the actual payments to the level that was awarded to Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch and Carey according to the methodology described above. Please
see the section titled “Performance-Based Annual Bonus Compensation”.
With respect to the Company’s Long-Term Incentive Plan, the Compensation
Committee also establishes performance goals for PSUs, with the intent that they will be eligible for deductibility under Section 162(m), as described in the “Performance-Based Long-Term Equity-Based Incentive Awards” section above.
In August 2016, the Compensation Committee certified that one of the Performance Metrics was attained and that Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch and Carey were eligible to receive the maximum number of PSUs. The Compensation
Committee then exercised its downward discretion to adjust the actual payments to the level that was awarded to Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch and Carey according to the methodology described above. Please see the section titled
“Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2014-2016 Performance Period”.
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40
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2016 Proxy Statement
|
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed
it with the Company’s management. Based on the Compensation Committee’s review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in
the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 and this proxy statement.
THE
COMPENSATION COMMITTEE:
James W. Breyer (Chairman)
Sir Roderick I. Eddington
Jacques Nasser
Robert S. Silberman
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2016, the Compensation Committee consisted of the following non-executive
directors: James W. Breyer (Chairman), Sir Roderick I. Eddington, Jacques Nasser and Robert S. Silberman, all of whom the Board has determined are independent in accordance with NASDAQ listing rules. There are no interlocking relationships as
defined in the applicable SEC rules.
RISKS RELATED TO COMPENSATION POLICIES AND PRACTICES
The Compensation Committee has been delegated the authority to oversee the risk assessment of the Company’s compensation policies and practices. At the direction
of the Compensation Committee, members of senior management conducted the risk assessment. Such members gathered and reviewed information regarding pay practices and risk-mitigation factors within the Company’s principal business units and its
corporate division. Following an analysis of the data with the Compensation Committee, the Compensation Committee does not believe there are any risks from the Company’s compensation policies and practices for its employees that are reasonably
likely to have a material adverse effect on the Company. In addition, the Company’s compensation programs include sufficient risk mitigation features, such as management discretion and oversight, a balance of annual and long-term incentives for
senior executives, the use of multiple performance metrics which are generally set at the beginning of the performance period, award opportunities that are fixed or capped, and recoupment provisions for named executive officers’ bonus
compensation in the event of certain financial restatements or certain other instances.
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2016 Proxy Statement
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41
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EXECUTIVE COMPENSATION
Summary Compensation Table for the Fiscal Year Ended June 30, 2016
The following table sets forth information with respect to
total compensation for the fiscal years ended June 30, 2016, June 30, 2015 and June 30, 2014, respectively, for the Company’s Chief Executive Officer, Chief Financial Officer and the other most highly compensated executive
officers of the Company (collectively, the “named executive officers”) who served in such capacity on June 30, 2016.
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Name and Principal
Position
|
|
Fiscal
Year
|
|
|
Salary
|
|
|
Stock
Awards
(c)
|
|
|
Non-Equity
Incentive Plan
Compensation
|
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(d)
|
|
|
All Other
Compensation
(e)
|
|
|
Total
|
|
|
K. Rupert Murdoch
(a)
Executive Chairman
|
|
|
2016
|
|
|
$
|
7,100,000
|
|
|
$
|
6,420,056
|
|
|
$
|
9,765,000
|
|
|
$
|
11,127,000
|
|
|
$
|
178,394
|
|
|
$
|
34,590,450
|
|
|
|
|
2015
|
|
|
$
|
7,100,000
|
|
|
$
|
5,145,287
|
|
|
$
|
9,765,000
|
|
|
$
|
5,696,000
|
|
|
$
|
182,636
|
|
|
$
|
27,888,923
|
|
|
|
|
2014
|
|
|
$
|
7,100,000
|
|
|
$
|
6,301,124
|
|
|
$
|
10,185,000
|
|
|
$
|
5,381,000
|
|
|
$
|
280,747
|
|
|
$
|
29,247,871
|
|
|
Lachlan K.
Murdoch
(a)
Executive Chairman
|
|
|
2016
|
|
|
$
|
3,000,000
|
|
|
$
|
10,136,957
|
|
|
$
|
7,440,000
|
|
|
$
|
3,026,000
|
|
|
$
|
114,321
|
|
|
$
|
23,717,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Murdoch
(a)
Chief Executive Officer
|
|
|
2016
|
|
|
$
|
3,000,000
|
|
|
$
|
10,136,957
|
|
|
$
|
7,440,000
|
|
|
$
|
5,624,000
|
|
|
$
|
178,716
|
|
|
$
|
26,379,673
|
|
|
|
|
2015
|
|
|
$
|
3,000,000
|
|
|
$
|
5,416,093
|
|
|
$
|
5,580,000
|
|
|
$
|
916,000
|
|
|
$
|
142,110
|
|
|
$
|
15,054,203
|
|
|
|
|
2014
|
|
|
$
|
3,000,000
|
|
|
$
|
6,632,746
|
|
|
$
|
5,820,000
|
|
|
$
|
3,002,000
|
|
|
$
|
241,979
|
|
|
$
|
18,696,725
|
|
|
John P.
Nallen
Senior Executive Vice President and Chief Financial Officer
|
|
|
2016
|
|
|
$
|
2,000,000
|
|
|
$
|
4,505,285
|
|
|
$
|
3,720,000
|
|
|
$
|
1,830,000
|
|
|
$
|
41,072
|
|
|
$
|
12,096,357
|
|
|
|
|
2015
|
|
|
$
|
2,000,000
|
|
|
$
|
2,708,030
|
|
|
$
|
2,790,000
|
|
|
$
|
671,000
|
|
|
$
|
26,927
|
|
|
$
|
8,195,957
|
|
|
|
|
2014
|
|
|
$
|
2,000,000
|
|
|
$
|
3,316,356
|
|
|
$
|
2,910,000
|
|
|
$
|
1,297,000
|
|
|
$
|
40,822
|
|
|
$
|
9,564,178
|
|
|
Chase Carey
(b)
Executive Vice Chairman
|
|
|
2016
|
|
|
$
|
4,050,000
|
|
|
$
|
11,263,269
|
|
|
$
|
9,300,000
|
|
|
$
|
4,486,000
|
|
|
$
|
76,943
|
|
|
$
|
29,176,212
|
|
|
|
|
2015
|
|
|
$
|
4,050,000
|
|
|
$
|
9,026,821
|
|
|
$
|
9,300,000
|
|
|
$
|
731,000
|
|
|
$
|
108,753
|
|
|
$
|
23,216,574
|
|
|
|
|
2014
|
|
|
$
|
4,050,000
|
|
|
$
|
11,054,610
|
|
|
$
|
9,700,000
|
|
|
$
|
3,092,000
|
|
|
$
|
82,010
|
|
|
$
|
27,978,620
|
|
|
(a)
|
Effective July 1, 2015, Messrs. K.R. Murdoch and L.K. Murdoch were appointed Executive Chairmen of the Board and Mr. J.R. Murdoch was appointed Chief Executive Officer of the Company.
|
|
(b)
|
Effective July 1, 2015, Mr. Carey, the Company’s Deputy Chairman, President and Chief Operating Officer since 2009, became the Executive Vice Chairman and served in that role through June 30, 2016.
Beginning July 1, 2016, Mr. Carey serves as a consultant to the Company and continues to serve on the Board as Vice Chairman.
|
|
(c)
|
The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of stock awards granted during the applicable fiscal year. The grant date fair value of the PSU awards reflects the effect
of the market condition by using a Monte Carlo analysis to estimate the TSR ranking of the Company among the S&P 500 Index companies, excluding finance and energy companies, over the performance period. Had the achievement of the highest level
of performance been assumed, the aggregate grant date fair value of the PSUs granted in fiscal 2016 would be as follows: $9,630,085 (Mr. K.R. Murdoch), $15,205,453 (Mr. L.K. Murdoch), $15,205,453 (Mr. J.R. Murdoch), $6,757,946 (Mr. Nallen) and
$16,894,903 (Mr. Carey).
|
|
(d)
|
The values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are theoretical as these amounts are calculated pursuant to SEC requirements and are based on a retirement
assumption of age 55 or current age, if later, and other assumptions used in preparing the Company’s June 30, 2016 audited consolidated financial statements. The change in actuarial present value for each named executive officer’s
accumulated pension benefits under the applicable Company pension plan(s) from year to year as reported in the Summary Compensation Table is subject to interest rate volatility and may not represent, nor does it affect, the value that a named
executive officer will actually accrue under the Company’s pension plans during any given fiscal year. The change in pension value in the fiscal year ended June 30, 2016 was primarily due to a reduction in prevailing interest rates in the
credit markets. The discount rate used pursuant to pension accounting rules to calculate the present value of future payments decreased from 4.75% for fiscal 2015 to 3.52% for fiscal 2016 driving the substantial increases in the present value of
future payments reported for fiscal 2016. However, the increase in pension value resulting from the change in the discount rate does not result in any increase in the benefits payable to participants under the plan. There were no above-market
earnings or preferential earnings on any compensation that was deferred pursuant to a nonqualified deferred compensation plan or other basis that is not tax-qualified.
|
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42
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|
2016 Proxy Statement
|
EXECUTIVE COMPENSATION
|
(e)
|
All Other Compensation paid in the fiscal year ended June 30, 2016 is calculated based on the incremental cost to the Company and is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
K. Rupert
Murdoch
|
|
|
Lachlan K.
Murdoch
|
|
|
James R.
Murdoch
|
|
|
John P.
Nallen
|
|
|
Chase
Carey
|
|
|
Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Use of Corporate Aircraft
|
|
$
|
106,240
|
|
|
$
|
64,671
|
|
|
$
|
104,500
|
|
|
$
|
—
|
|
|
$
|
37,824
|
|
|
Personal Use of Corporate Car/Car Allowance
|
|
|
14,675
|
|
|
|
14,400
|
|
|
|
14,400
|
|
|
|
21,735
|
|
|
|
14,400
|
|
|
Company
Contributions to 401(k) Plan
|
|
|
9,275
|
|
|
|
9,275
|
|
|
|
9,275
|
|
|
|
9,275
|
|
|
|
9,275
|
|
|
Life Insurance
Premiums
(1)
|
|
|
48,204
|
|
|
|
975
|
|
|
|
25,541
|
|
|
|
10,062
|
|
|
|
15,444
|
|
|
Management
transition costs
(2)
|
|
|
—
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
—
|
|
|
|
—
|
|
|
Total
|
|
$
|
178,394
|
|
|
$
|
114,321
|
|
|
$
|
178,716
|
|
|
$
|
41,072
|
|
|
$
|
76,943
|
|
|
(1)
|
Represents imputed income to the NEOs under the Company’s executive life insurance program.
|
|
(2)
|
Represents reimbursement of legal fees and disbursements incurred in connection with the negotiation and preparation of the executive’s employment agreement.
|
Grants of Plan-Based Awards during the Fiscal Year Ended June 30, 2016
The following table sets forth information with respect to
grants of plan-based awards to the named executive officers during the fiscal year ended June 30, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant
Date
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
($)
|
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
(#)
|
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock
|
|
|
Grant Date
Fair Value
of Stock
Awards
|
|
|
Name
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
|
|
K. Rupert Murdoch
|
|
|
|
$
|
3,500,000
|
|
|
$
|
10,500,000
|
|
|
$
|
21,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/3/2015
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,309
|
|
|
|
173,094
|
|
|
|
259,641
|
|
|
|
n/a
|
|
|
$
|
6,420,056
|
|
|
Lachlan K. Murdoch
|
|
|
|
$
|
2,666,667
|
|
|
$
|
8,000,000
|
|
|
$
|
16,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/3/2015
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,331
|
|
|
|
273,307
|
|
|
|
409,961
|
|
|
|
n/a
|
|
|
$
|
10,136,957
|
|
|
James R. Murdoch
|
|
|
|
$
|
2,666,667
|
|
|
$
|
8,000,000
|
|
|
$
|
16,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/3/2015
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,331
|
|
|
|
273,307
|
|
|
|
409,961
|
|
|
|
n/a
|
|
|
$
|
10,136,957
|
|
|
John P. Nallen
|
|
|
|
$
|
1,333,333
|
|
|
$
|
4,000,000
|
|
|
$
|
8,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/3/2015
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,147
|
|
|
|
121,469
|
|
|
|
182,204
|
|
|
|
n/a
|
|
|
$
|
4,505,285
|
|
|
Chase Carey
|
|
|
|
$
|
3,333,333
|
|
|
$
|
10,000,000
|
|
|
$
|
20,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/3/2015
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,367
|
|
|
|
303,674
|
|
|
|
455,511
|
|
|
|
n/a
|
|
|
$
|
11,263,269
|
|
|
(a)
|
Reflects the right to receive shares of Class A Common Stock that may be earned upon vesting of PSUs granted in fiscal 2016, following the applicable performance period. See “Compensation Discussion and
Analysis—Performance-Based Long-Term Equity-Based Incentive Awards” for a discussion of the performance measures for the PSUs.
|
Employment Arrangements
Summary of K. Rupert Murdoch’s Letter Agreement
In August 2010, the Company entered into a letter agreement with Mr. K.R. Murdoch to reflect his eligibility to receive an Annual Bonus and PSUs (the “KRM
Letter Agreement”). For additional information regarding the methodology and calculation of the Annual Bonus and PSU Award see the section titled “Named Executive Officers’ Compensation Packages for Fiscal 2016” above.
For a discussion of the termination provisions relating to Mr. K.R. Murdoch’s Annual Bonus and PSUs, see “Potential Payment Upon Termination” below.
Summary of Employment Agreements for Lachlan K. Murdoch and James R. Murdoch
In connection with Mr. L.K. Murdoch’s appointment as Executive Chairman and Mr. J.R. Murdoch’s appointment as Chief Executive Officer, the Company
entered into an employment agreement with each executive effective July 1, 2015 and expiring June 30, 2019 (respectively, the “LKM Employment Agreement” and the “JRM Employment Agreement” ). For purposes of the
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2016 Proxy Statement
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43
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EXECUTIVE COMPENSATION
following description of the LKM Employment Agreement and JRM Employment Agreement and in the
section titled “Potential Payments Upon Termination” below, Messrs. L.K. Murdoch and J.R. Murdoch shall each be referred to as an “Executive”.
Pursuant to the terms of his employment agreement, each Executive receives a base salary of $3 million and is eligible to receive an Annual Bonus with a target of $8
million and a maximum payout of $16 million. Each Executive is eligible to receive a PSU Award with a target of $9 million with a PSU maximum opportunity as described in the section titled “Compensation Discussion and
Analysis—Performance-Based Long-Term Equity-Based Incentive Awards” above.
During the term of the employment agreement, each Executive and his surviving
spouse will participate in all of the Company’s pension and welfare plans, programs and benefits (as described in the Executive’s employment agreement) at the highest levels that are from time to time applicable to senior executives of the
Company. In addition, each Executive and his surviving spouse will be entitled to participate, and the Company will pay for, such health and welfare benefits (including medical and dental, disability and life insurance and other similar benefit
plans) presently in effect or to be adopted at the highest levels that are from time to time applicable to the highest paid group of senior executives of the Company for their lifetime so long as such benefits are not provided to such Executive by
another employer. Each Executive will receive a car allowance and have use of a corporate jet for business and personal travel in accordance with Company guidelines. Mr. L.K. Murdoch shall be reimbursed for expenses actually incurred relating
to the relocation of his family from Australia to Los Angeles, California, in accordance with the Company’s policies.
Each Executive is entitled to
reimbursement for reasonable legal fees and disbursements incurred in connection with the negotiation and preparation of his employment agreement, as well as those incurred in connection with any dispute over the good faith enforcement of his rights
under such agreement.
Each Executive is also entitled to certain payments and benefits under his respective employment agreement upon his separation from the
Company. For a discussion of these provisions, see “Potential Payments Upon Termination” below.
Summary of John P.
Nallen’s Employment Agreement
The Company and Mr. Nallen entered into an employment agreement effective July 1, 2013, which pursuant
to the Nallen Letter Agreement was extended through June 30, 2018.
Under the terms of the employment agreement, Mr. Nallen serves as Senior Executive
Vice President and Chief Financial Officer of the Company.
Pursuant to the terms of his employment agreement, Mr. Nallen receives a base salary of
$2 million per year and is eligible to receive an Annual Bonus with a target of $4 million and a maximum payout of $8 million. The criteria for the achievement of the bonus amount are established by the Compensation Committee of the Company.
In addition, the agreement provides that Mr. Nallen is eligible to receive for each fiscal year PSUs with a target of $4 million and a maximum opportunity as
described in the section titled “Compensation Discussion and Analysis—Performance-Based Long-Term Equity-Based Incentive Awards” above.
Mr. Nallen is entitled to participate in any incentive or benefit plans or arrangements in effect or to be adopted by the Company applicable to senior executives
of the Company including any stock option or purchase plan, or stock appreciation rights plan, any bonus or other incentive compensation plan, and any profit-sharing, pension, group medical, dental, disability and life insurance or other similar
benefit plans. In addition, Mr. Nallen receives a car allowance.
The employment agreement also provides for certain payments and benefits to Mr. Nallen
upon his separation from the Company. For a discussion of these provisions of the employment agreement, see “Potential Payment Upon Termination” below.
Summary of Chase Carey’s Employment Agreement and Consulting Agreement
The Company and Mr. Carey entered into an
Amended and Restated Employment Agreement effective as of July 1, 2010 (the “Carey Amended Agreement”), which expired on June 30, 2016. Pursuant to the terms of the Carey Amended Agreement, Mr. Carey received a base salary
of $4.05 million per year. In addition, Mr. Carey was eligible to receive an Annual Bonus, and the target amount for the Annual Bonus for each fiscal year of the term of the agreement was $10 million with a maximum performance opportunity of
$20 million. Mr. Carey was eligible to receive PSUs, and the target amount for the PSUs for each fiscal year of the term of the agreement was $10 million with a PSU maximum opportunity as described in the section titled “Compensation
Discussion and Analysis—Performance-Based Long-Term Equity-Based Incentive Awards” above.
During the term of the Carey Amended Agreement, Mr. Carey
and his spouse participated in all of the Company’s pension and welfare plans, programs and benefits (as described in the Carey Amended Agreement) at the highest levels that are from time to time applicable to senior executives of the Company.
Mr. Carey and his surviving spouse are also be entitled to participate, and the Company will pay for, such health and welfare benefits (including medical and dental, disability and life insurance and
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44
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2016 Proxy Statement
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EXECUTIVE COMPENSATION
other similar benefit plans) presently in effect or to be adopted at the highest levels that are
from time to time applicable to the highest paid group of senior executives of the Company for their lifetime so long as such benefits are not provided by another employer. In addition, Mr. Carey was provided with a car allowance and use of a
corporate jet or charter jet for business and personal travel in accordance with Company guidelines.
The Carey Amended Agreement provided for certain payments and
benefits to Mr. Carey upon his separation from the Company. For a discussion of these provisions, see “Potential Payment Upon Termination” below.
As
of July 1, 2015, the Company entered into a letter agreement with Mr. Carey to amend the Carey Amended Agreement to provide that, effective July 1, 2015 and through June 30, 2016, Mr. Carey would serve as Executive Vice
Chairman of the Company. In addition, the Company and Mr. Carey entered into a consulting agreement effective as of July 1, 2015 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, beginning July 1, 2016,
Mr. Carey will provide non-exclusive consulting services to the Company (the “Consulting Services”), as mutually agreed and which shall not be on a full time basis, for a period of two one-year terms (the “Consulting Term”).
During the Consulting Term, Mr. Carey will continue to serve on the Board of Directors as Vice Chairman at the Company’s request (together with the Consulting Services, the “Services”) and will report to Executive Chairman
Mr. K.R. Murdoch and the Board.
The Consulting Agreement provides that for his Consulting Services, Mr. Carey will receive a fee in cash of $20 million
for each year in the Consulting Term (the “Consulting Fee”). If Mr. Carey gives notice prior to July 1, 2016 that he will not provide the Services during fiscal year 2017 and fiscal year 2018, or in the event of his death or
disability (as defined in the Consulting Agreement) prior to July 1, 2016, he will not be entitled to receive the Consulting Fee. If Mr. Carey gives notice prior to July 1, 2017 that he will not provide the Services during fiscal year
2018, or in the event of his death or disability prior to July 1, 2017, he will not be entitled to receive the Consulting Fee for fiscal year 2018. If Mr. Carey provides to the Company four months’ notice of his intent to terminate
the Services after July 1, 2016 (the “Notice Period”) and provided Mr. Carey continues to provide the Services through the Notice Period, or in the event of his death or disability during either year in the Consulting Term, he
will be entitled to the Consulting Fee for the fiscal year of termination.
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2016 Proxy Statement
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45
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EXECUTIVE COMPENSATION
Outstanding Equity Awards at June 30, 2016
The following table sets forth information with respect to each
of the named executive officer’s outstanding share-based awards at June 30, 2016.
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Stock Awards
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Name
|
|
Number of
Shares of Stock
That
Have
Not Vested
(b)
|
|
|
Market Value of
Shares of Stock
That Have
Not Vested
(c)
|
|
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Equity Incentive
Plan
Awards:
Number of Unearned
Shares That Have
Not
Vested
(d)
|
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Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares That Have
Not Vested
(c)
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K. Rupert Murdoch
|
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120,754
|
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|
$
|
3,266,396
|
|
|
|
334,156
|
|
|
$
|
9,038,920
|
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Lachlan K. Murdoch
(a)
|
|
|
—
|
|
|
$
|
—
|
|
|
|
273,307
|
|
|
$
|
7,392,954
|
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James R. Murdoch
|
|
|
127,109
|
|
|
$
|
3,438,298
|
|
|
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442,846
|
|
|
$
|
11,978,984
|
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John P. Nallen
|
|
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63,554
|
|
|
$
|
1,719,136
|
|
|
|
206,238
|
|
|
$
|
5,578,738
|
|
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Chase Carey
|
|
|
211,850
|
|
|
$
|
5,730,543
|
|
|
|
586,239
|
|
|
$
|
15,857,765
|
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(a)
|
Mr. L.K. Murdoch also held 22,771 stock and cash-settled Deferred Stock Units (“DSUs”) as of June 30, 2016, which were granted to Mr. L.K. Murdoch for the fiscal years 2012-2015 for his service
as a non-executive Director prior to his appointment as an executive officer of the Company. Mr. L.K. Murdoch’s cash-settled DSUs for fiscal 2012 include: 1,937 shares granted July 1, 2011; 2,331 shares granted October 3, 2011;
1,907 shares granted January 3, 2012; and 1,757 shares granted April 2, 2012. The cash-settled DSUs for fiscal 2013 include: 1,531 shares granted July 2, 2012; 1,425 shares granted October 1, 2012; 1,315 shares granted
January 2, 2013; and 1,153 shares granted April 1, 2013. The cash-settled DSUs for fiscal 2014 include: 1,275 shares granted July 1, 2013; 1,103 shares granted October 1, 2013; 1,052 shares granted January 2, 2014; and 1,134
shares granted April 1, 2014. The stock-settled DSUs for fiscal 2015 include: 1,203 shares granted July 1, 2014; 1,261 shares granted October 1, 2014; 1,122 shares granted January 2, 2015; and 1,265 shares granted April 1,
2015. The DSUs vest on the earlier of the first trading day of the quarter five years following the date of grant or upon Mr. L.K. Murdoch’s termination of service from the Board.
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(b)
|
The amounts set forth in this column represent the number of unvested, stock-settled PSUs for the completed fiscal 2014-2016 performance period as of June 30, 2016. The PSUs for the fiscal 2014-2016 performance
period vested on August 15, 2016. The number of unvested PSUs reflect 64% of the PSU Target Number. For additional information, please see page 37 in the section titled “Vesting of Performance-Based Long-Term Equity-Based Incentive
Awards for Fiscal 2014-2016 Performance Period”. The unvested PSUs were granted on August 6, 2013 and vest on August 15, 2016.
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(c)
|
Calculated using the closing price of the Company’s Class A Common Stock as reported on NASDAQ on June 30, 2016 of $27.05.
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(d)
|
The amounts set forth in this column represent the number of unvested, stock-settled target PSUs granted for the fiscal 2015-2017 performance period and fiscal 2016-2018 performance period, which remain subject to
performance criteria and had not yet vested as of June 30, 2016. In accordance with SEC guidance, the number of shares presented is based on the assumption that the PSUs will vest based on the achievement of the target performance level. The
number of PSUs, if any, and their value, realized by a named executive officer will depend on the actual performance level achieved by the Company for the applicable performance period and any change in the value of the Company’s Class A
Common Stock over the three-year performance period. The number of target PSUs granted that remain subject to performance criteria as of June 30, 2016 and their respective vesting dates are set forth below.
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|
|
|
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|
Name
|
|
Number of PSUs That
Have Not Vested
|
|
Date of Grant
|
|
|
Performance Period
|
|
|
Vesting Dates
|
|
|
K. Rupert Murdoch
|
|
161,062
|
|
|
8/4/2014
|
|
|
|
7/1/2014 to 6/30/2017
|
|
|
|
8/15/2017
|
|
|
|
|
173,094
|
|
|
8/3/2015
|
|
|
|
7/1/2015 to 6/30/2018
|
|
|
|
8/15/2018
|
|
|
Lachlan K. Murdoch
|
|
273,307
|
|
|
8/3/2015
|
|
|
|
7/1/2015 to 6/30/2018
|
|
|
|
8/15/2018
|
|
|
James R. Murdoch
|
|
169,539
|
|
|
8/4/2014
|
|
|
|
7/1/2014 to 6/30/2017
|
|
|
|
8/15/2017
|
|
|
|
|
273,307
|
|
|
8/3/2015
|
|
|
|
7/1/2015 to 6/30/2018
|
|
|
|
8/15/2018
|
|
|
John P. Nallen
|
|
84,769
|
|
|
8/4/2014
|
|
|
|
7/1/2014 to 6/30/2017
|
|
|
|
8/15/2017
|
|
|
|
|
121,469
|
|
|
8/3/2015
|
|
|
|
7/1/2015 to 6/30/2018
|
|
|
|
8/15/2018
|
|
|
Chase Carey
|
|
282,565
|
|
|
8/4/2014
|
|
|
|
7/1/2014 to 6/30/2017
|
|
|
|
8/15/2017
|
|
|
|
|
303,674
|
|
|
8/3/2015
|
|
|
|
7/1/2015 to 6/30/2018
|
|
|
|
8/15/2018
|
|
|
|
|
|
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46
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2016 Proxy Statement
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EXECUTIVE COMPENSATION
Stock Vested during the Fiscal Year Ended June 30, 2016
The following table sets forth information with
respect to the vesting of equity awards for each of the named executive officers during the fiscal year ended June 30, 2016.
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|
|
|
|
|
|
Stock Awards
|
|
|
Name
|
|
Number of Shares
Acquired on Vesting
|
|
Value Realized
on Vesting
|
|
|
K. Rupert Murdoch
|
|
279,890
|
|
$
|
8,472,270
|
|
|
James R. Murdoch
|
|
419,835
|
|
$
|
12,708,405
|
|
|
John P. Nallen
|
|
62,974
|
|
$
|
1,906,223
|
|
|
Chase Carey
|
|
699,725
|
|
$
|
21,180,676
|
|
Pension Benefits as of June 30, 2016
The following table sets forth information with respect to each
Company plan that provides payments in connection with retirement with respect to each of the named executive officers.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Plan Name
|
|
Number
of Years
Credited
Service
|
|
Present
Value of
Accumulated
Benefit
|
|
|
Payments
During
Last Fiscal
Year
|
|
|
K. Rupert Murdoch
(1)
|
|
Qualified Pension Plan
(3)
|
|
64
|
|
$
|
104,000
|
|
|
$
|
17,629
|
|
|
|
Individual Supplemental Executive Retirement Plan
|
|
64
|
|
|
98,830,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
98,934,000
|
|
|
|
|
|
|
Lachlan K. Murdoch
(2)
|
|
Qualified Pension Plan
(3)
|
|
9
|
|
$
|
1,203,000
|
|
|
$
|
—
|
|
|
|
Supplemental Executive Retirement Plan
|
|
9
|
|
|
71,000
|
|
|
|
—
|
|
|
|
|
Individual Supplemental Executive Retirement Plan
|
|
10
|
|
|
9,725,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
10,999,000
|
|
|
|
|
|
|
James R. Murdoch
(2)
|
|
Qualified Pension Plan
(3)(4)
|
|
13
|
|
$
|
280,000
|
|
|
$
|
—
|
|
|
|
Supplemental Executive Retirement Plan
(4)
|
|
13
|
|
|
127,000
|
|
|
|
—
|
|
|
|
|
Individual Supplemental Executive Retirement Plan
|
|
20
|
|
|
16,230,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
16,637,000
|
|
|
|
|
|
|
John P. Nallen
|
|
Qualified Pension Plan
(3)
|
|
22
|
|
$
|
915,000
|
|
|
$
|
—
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
22
|
|
|
424,000
|
|
|
|
—
|
|
|
|
|
Individual Supplemental Executive Retirement Plan
|
|
32
|
|
|
17,777,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
19,116,000
|
|
|
|
|
|
|
Chase
Carey
(2)
|
|
Qualified Pension Plan
(3)
|
|
20
|
|
$
|
702,000
|
|
|
$
|
—
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
20
|
|
|
181,000
|
|
|
|
—
|
|
|
|
|
Individual Supplemental Executive Retirement Plan
|
|
27
|
|
|
26,275,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
27,158,000
|
|
|
|
|
|
|
(1)
|
Mr. K.R. Murdoch’s pension benefits are primarily from the ISERA plan. The value of his benefit reflects his 64 years of service with the Company and, since the timing of benefits from this plan are subject to
Internal Revenue Code Section 409A, Mr. K.R. Murdoch cannot commence his benefits until he retires. While his benefits are subject to the delay, the Company actuarially increases the amount of his benefits to maintain the value of benefits
he has already earned.
|
|
(2)
|
If Messrs. L.K. Murdoch, J.R. Murdoch or Carey’s employment is terminated by the Company without cause or by Messrs. L.K. Murdoch, J.R. Murdoch or Carey, respectively, with good reason, Messrs. L.K.
Murdoch, J.R. Murdoch and Carey are entitled to additional age and service credits when calculating their pension benefits. See “Description of Pension Benefits” below. The value of this benefit for Messrs. L.K. Murdoch, J.R. Murdoch and
Carey as of June 30, 2016 is $0.9 million, $2.5 million and $3.1 million, respectively.
|
|
(3)
|
Qualified pension plan includes benefits earned under the 21st Century Fox America Pension Plan or 21st Century Fox America Retirement Plan and, for Mr. L.K. Murdoch, the Australian Superannuation Plan (defined
contribution type plan).
|
|
(4)
|
Mr. J. R. Murdoch did not receive additional credited service for the Qualified Pension Plan and the Supplemental Executive Retirement Plan when he worked outside of the United States.
|
|
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|
|
|
|
|
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2016 Proxy Statement
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47
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|
EXECUTIVE COMPENSATION
Description of Pension Benefits
The Company sponsors the 21st Century Fox America Pension Plan and the 21st Century Fox America Retirement Plan (collectively known as the “Qualified Pension
Plan”) which provides retirement benefits to the eligible named executive officers and employees of certain U.S. subsidiaries. The Qualified Pension Plan is a broad-based, tax-qualified defined benefit plan for employees hired before
January 1, 2008. Participation in the Qualified Pension Plan begins on January 1 or July 1 following the later of the date on which an eligible employee attains age 21 or completes one full year of service. Under the Qualified Pension
Plan, participants become fully vested in their accrued benefit upon completion of five full years of service and are entitled to receive unreduced benefits upon retirement at age 65 or later. The benefit is paid in the form of a monthly annuity.
The accrued benefit under the Qualified Pension Plan at normal retirement age for service after June 30, 1989 is equal to 1% of monthly compensation times years of service, plus 0.6% of average monthly compensation in excess of average covered
compensation times years of service limited to 35 years (includes service prior to June 30, 1989 for limiting service). For service prior to June 30, 1989, the accrued benefit is the accrued benefit calculated under the prior plan formula
and adjusted for the increase in average compensation. Average compensation is generally compensation reported on the participant’s W-2 form during the participant’s last 120 months of service, plus 401(k) plan or Section 125
deferrals, but does not include non-cash bonuses for any 60 consecutive months. The benefit under the Qualified Pension Plan were frozen for employees under the age of 40 as of December 31, 2013. The Company pays the entire cost of the benefits
provided under the Qualified Pension Plan. Eligible compensation for purposes of the Qualified Pension Plan is limited by federal law.
In addition to the Qualified
Pension Plan, the Company maintains a SERP, which provides benefits to employees who are participants in the Qualified Pension Plan but whose annual compensation exceeds the compensation limit of the Qualified Pension Plan ($265,000 in calendar
2016). With the exception of Mr. K.R. Murdoch, each of the named executive officers participates in the SERP. The compensation limit for the SERP is capped at $100,000 in excess of the Qualified Pension Limit ($365,000 in calendar 2016). The
benefits of the SERP are calculated using the same formula as the Qualified Pension Plan.
Certain of the named executive officers also participate in the
Company’s ISERA, which provides enhanced benefits to a select group of the Company’s top executives. The ISERA compensation limit is up to $2.5 million for fiscal 2016. The benefit provided under the ISERA is unreduced for early retirement
beginning at age 55 and is paid as 100% joint and surviving spouse annuity, and the benefit can be paid in a lump sum or installments if so elected. This benefit is indexed annually at retirement to account for inflation. The ISERA also provides
retirement health and life insurance benefits to the participating executives and their spouses.
The SERP and the ISERA are non-qualified plans for tax purposes
and are funded using a grantor trust. The assets in the grantor trust are unsecured funds of the Company and could be used to satisfy the Company’s obligations in the event of bankruptcy or insolvency.
Mr. Carey has accrued benefits under another qualified pension plan sponsored by the Company. He accrued benefits under this plan prior to participating under the
Qualified Pension Plan. The Qualified Pension Plan counts Mr. Carey’s service under the prior plan. However, the benefit payable from the Qualified Pension Plan is reduced by Mr. Carey’s accrued benefit under the prior plan.
Similar to the Qualified Pension Plan, the prior plan is a broad-based, tax-qualified, defined benefit plan that provides retirement benefits to employees hired before January 1, 2008 of certain U.S. subsidiaries of the Company. Under the prior
plan, participants become fully vested in their accrued benefit upon completion of five years of service and are entitled to receive unreduced benefits upon retirement at age 65 or later. Participants retiring after age 55 with five years of service
can receive an unreduced benefit at age 62. The benefit is paid in the form of a monthly annuity. The accrued benefit under the prior plan at normal retirement age is equal to 1.2% of the final average compensation times years of service, plus 0.4%
of final average compensation in excess of average wage base times years of service. Final average compensation is the highest base salary plus commission during the five calendar years in the ten most recent calendar years divided by the lesser of
60 or the participant’s months of credited service. The Company pays the entire cost of the benefits provided under the prior plan and eligible compensation for plan purposes is limited by federal law.
Pursuant to his respective employment agreement, Messrs. L.K. Murdoch, J.R. Murdoch and Carey is each entitled to additional pension benefits in the event of his
termination by the Company without Cause (as defined in his employment agreement) or his resignation for Good Reason (as defined in his employment agreement) during the term of the applicable agreement. The additional pension benefit adds the
greater of 36 months or the number of months remaining in the term of the applicable employment agreement to his age and service credit in calculating his pension benefit. For example, if this provision was triggered during the fiscal year ended on
June 30, 2016, Messrs. L.K. Murdoch, J.R. Murdoch and Carey would receive a pension that would include 36 additional months of age and service credit from the fiscal year-end trigger date. The additional pension would be paid as long as
such named executive officer or his spouse is alive. The present value of this additional benefit as of June 30, 2016 is $0.9 million, $2.5 million and $3.1 million for Messrs. L.K. Murdoch, J.R. Murdoch and Carey, determined using the same
assumptions used to value the amount shown on the Pension Benefits Table above.
|
|
|
|
|
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48
|
|
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|
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|
2016 Proxy Statement
|
EXECUTIVE COMPENSATION
The material assumptions, except for assumed retirement age, used to quantify the present value
of accumulated benefits for each named executive officer in the table above are set forth in Note 16 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, including the discount rate of 3.52% and the current
mortality tables. The Company adopted the mortality table released by the Society of Actuaries in fiscal 2015, and subsequently updated in fiscal 2016, which extends the life expectancy of plan participants. The assumed retirement age for Messrs.
K.R. Murdoch, Nallen and Carey is their respective current age as they are each currently entitled to unreduced pension benefits under the ISERA. For Messrs. L.K. Murdoch and J.R. Murdoch, the assumed retirement age is 55, the age they are
entitled to receive unreduced benefits from the ISERA.
Potential Payments Upon Termination
As described under “Employment Arrangements” above,
the applicable employment agreements of each of Messrs. L.K. Murdoch, J.R. Murdoch, Nallen and Carey provide for certain payments and benefits upon their respective separation from the Company. In addition, the KRM Letter Agreement contains
certain termination provisions relating to his Annual Bonus and PSUs. These provisions are summarized below.
Lachlan K. Murdoch and
James R. Murdoch
If the Executive’s employment is terminated during the term due to his death or disability (as defined in the Executive’s
employment agreement), he is entitled to receive:
|
(1)
|
his accrued base salary through the date of termination;
|
|
(2)
|
any Annual Bonus payable but not yet paid in respect of any fiscal year ending prior to the date of termination;
|
|
(3)
|
SERP and ISERA benefits;
|
|
(4)
|
continued lifetime health and welfare benefits for the Executive and his surviving spouse;
|
|
(5)
|
the right to receive payment of any applicable PSU Award in an amount equal to the full value of any award which will be calculated at the end of the performance period as if no termination occurred;
|
|
(6)
|
a pro-rata portion of the Annual Bonus he would have earned for the then-current fiscal year if such termination had not occurred, calculated based on the pre-determined target Annual Bonus amount and the number of days
he was employed during the fiscal year; and
|
|
(7)
|
his base salary for the 24 month period after the date of termination.
|
If the Executive’s employment is terminated
during the term by the Company for cause or by the Executive without good reason (each as defined in the Executive’s employment agreement), the Executive is entitled to receive the benefits described in clauses (1) through (4) above,
plus:
|
(a)
|
a pro-rata portion of the Annual Bonus he would have earned for the then-current fiscal year if such termination had not occurred, calculated based solely on the Compensation Committee’s assessment of the
Company’s financial and operating performance as compared to the Company’s target financial performance metric established in connection with the Annual Bonus; and
|
|
(b)
|
the right to receive payment of any applicable PSU Award in an amount equal to the pro rata value of any PSU Award which will be calculated at the end of the performance period.
|
If the Executive’s employment is terminated during the term by the Company without cause or by the Executive with good reason, he is entitled to receive the
benefits described in clauses (1) through (5) and clause (a) in the preceding two paragraphs as well as either (x) a lump sum cash amount of $22 million if his employment is terminated on or prior to June 30, 2018 or
(y) a lump sum cash amount of $11 million if his employment is terminated on or after July 1, 2018 (either, a “Lump Sum Payment”). If the Executive is entitled to receive a Lump Sum Payment, he will be subject to a non-compete
for one year following the date of termination but no later than June 30, 2019. In addition, he is entitled to up to three years of additional age and service credit under all defined benefit plans.
In the event the term of employment expires during a performance period for a PSU Award, the Executive will continue to be eligible to earn the full value of the PSUs.
John P. Nallen
Pursuant to this
employment agreement, during any period that Mr. Nallen fails to perform his duties as a result of disability, Mr. Nallen is entitled to:
|
•
|
|
his full base salary until Mr. Nallen returns to his duties or until Mr. Nallen’s employment is terminated;
|
|
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|
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2016 Proxy Statement
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49
|
|
EXECUTIVE COMPENSATION
|
•
|
|
health and welfare benefits until Mr. Nallen returns to his duties or until Mr. Nallen’s employment is terminated;
|
|
•
|
|
his Annual Bonus until Mr. Nallen returns to his duties or until Mr. Nallen’s employment is terminated;
|
|
•
|
|
any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;
|
|
•
|
|
a pro-rata portion of the Annual Bonus he would have earned for the fiscal year of termination had no termination occurred, calculated based on the target Annual Bonus amount and the number of days Mr. Nallen was
employed by the Company in the fiscal year of termination compared to the total number of days in such fiscal year; and
|
|
•
|
|
the full value of any PSU Award calculated and paid at the end of the applicable performance period as if no termination occurred.
|
If Mr. Nallen’s employment is terminated by reason of his death, the Company will pay directly to his surviving spouse or legal representative of his estate:
|
•
|
|
one year’s base salary;
|
|
•
|
|
for one year following the date of death, health and welfare benefits or payments on account of such benefits;
|
|
•
|
|
any amounts pursuant to any pension or employee benefit plan or life insurance policy then provided to Mr. Nallen or maintained by the Company;
|
|
•
|
|
a minimum Annual Bonus equal to the average of the two immediately preceding annual bonuses paid to Mr. Nallen prior to the date of termination (the “Minimum Bonus”);
|
|
•
|
|
any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;
|
|
•
|
|
a pro-rata portion of the Annual Bonus he would have earned for the fiscal year of termination had no termination occurred, calculated based on the target Annual Bonus amount and the number of days Mr. Nallen was
employed by the Company in the fiscal year of termination compared to the total number of days in such fiscal year; and
|
|
•
|
|
the full value of any PSU Award calculated and paid at the end of the applicable performance period as if no termination occurred.
|
If Mr. Nallen’s employment is terminated by the Company for cause (as defined in Mr. Nallen’s agreement) or by Mr. Nallen without good reason,
Mr. Nallen will be entitled to receive:
|
•
|
|
his full base salary through the date of termination;
|
|
•
|
|
the health and welfare benefits or payment on account of such benefits through the date of termination;
|
|
•
|
|
any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;
|
|
•
|
|
a pro-rata portion of the Annual Bonus he would have earned for the fiscal year of termination had no termination occurred, calculated based solely on the Compensation Committee’s assessment of the Company’s
financial and operating performance as compared to the target performance of the Company established in connection with the Annual Bonus, provided that any threshold criteria established by the Compensation Committee as a condition of payment of the
annual bonus is satisfied; and
|
|
•
|
|
a pro-rata portion of any PSU Award he would have been entitled to receive, calculated and paid at the end of the applicable performance period.
|
If Mr. Nallen’s employment is terminated by the Company without cause or by Mr. Nallen with good reason, Mr. Nallen will be entitled to receive:
|
•
|
|
his full base salary through the term of the agreement;
|
|
•
|
|
the health and welfare benefits through the term of the agreement;
|
|
•
|
|
any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;
|
|
•
|
|
a Minimum Bonus for each remaining year of the term of the agreement, including for the year of termination, as though Mr. Nallen continued to be employed; and
|
|
•
|
|
the full value of any PSU Award previously granted calculated and paid at the end of the applicable performance period as if no termination occurred.
|
|
|
|
|
|
|
|
|
|
50
|
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|
2016 Proxy Statement
|
EXECUTIVE COMPENSATION
In addition, the agreement provides that Mr. Nallen will not be required to seek or accept
other employment for the term of such agreement and any amounts earned from any other employment for the term of the agreement will not reduce or otherwise affect the payments due to Mr. Nallen.
In the event the term of employment expires during the performance period of a PSU Award, Mr. Nallen will continue to be eligible to earn the full value of such
PSU Award.
The employment agreement provides that, if, in the future, the Company enters into agreements with their senior executives for the purpose of providing
such executives with severance benefits in the event of a change of control of the Company, then the Company will enter into an agreement with Mr. Nallen which affords him comparable benefits. To date the Company has not entered into such
agreements.
K. Rupert Murdoch
Pursuant to the terms of the KRM Letter Agreement, if Mr. K.R. Murdoch is terminated due to death or Disability (as defined in the KRM Letter Agreement), he would
be entitled to receive:
|
•
|
|
any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;
|
|
•
|
|
a pro-rata portion of the Annual Bonus he would have earned for then-current fiscal year if such termination had not occurred, calculated based on the pre-determined target Annual Bonus amount established by the
Compensation Committee at the beginning of such fiscal year; and
|
|
•
|
|
if such termination event occurs within the second or third fiscal year of any applicable performance period, the full value of any PSU Award calculated and paid at the end of the applicable performance period as if no
termination occurred.
|
If Mr. K.R. Murdoch’s employment is terminated for Cause (as defined in the KRM Letter Agreement), he would be
entitled to receive:
|
•
|
|
any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;
|
|
•
|
|
a pro-rata portion of the Annual Bonus he would have earned for the then-current fiscal year if such termination had not occurred, calculated based solely on the Compensation Committee’s assessment of the
Company’s financial and operating performance as compared to the Company’s annual budget; and
|
|
•
|
|
if such termination event occurs within the second or third fiscal year of any applicable performance period, a pro-rata portion of any PSU Award he would have been entitled to receive, calculated and paid at the end of
the applicable performance period.
|
If Mr. K.R. Murdoch’s employment is terminated without Cause or due to Retirement (as defined in the KRM
Letter Agreement) he would be entitled to receive:
|
•
|
|
any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;
|
|
•
|
|
a pro-rata portion of the Annual Bonus he would have earned for the then-current fiscal year if such termination had not occurred, calculated based solely on the Compensation Committee’s assessment of the
Company’s financial and operating performance as compared to the Company’s annual budget; and
|
|
•
|
|
if such termination event occurs within the second or third fiscal year of any applicable performance period, the full value of any PSU Award calculated and paid at the end of the applicable performance period as if no
termination occurred.
|
With respect to the PSU Award, in the event of any type of termination that occurs on or prior to the last day of the first
fiscal year of any applicable performance period, the entire award will be forfeited.
Chase Carey
Mr. Carey’s employment agreement expired June 30, 2016 and beginning July 1, 2016 Mr. Carey became a consultant to the Company and is no longer
considered an executive officer of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 Proxy Statement
|
|
|
|
51
|
|
EXECUTIVE COMPENSATION
Quantification of Payments
The following table sets forth quantitative information with respect to potential payments to each of the named executive officers or their beneficiaries upon
termination in various circumstances as described above, assuming termination on June 30, 2016. The amounts included in the table below do not include amounts otherwise due and owing to each applicable named executive officer, such as salary or
annual bonus earned to date, or payments or benefits generally available to all salaried employees of the Company.
The amounts presented in the table below are in
addition to each of the named executive officer’s vested pension benefits as of June 30, 2016 noted in the Pension Benefits Table above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Termination
|
|
|
Name
|
|
Death
|
|
|
Disability
|
|
|
Retirement
|
|
|
By Company
for Cause
|
|
|
By Company
without Cause
|
|
|
By Executive with
Good Reason
|
|
|
By Executive
without Good
Reason
|
|
|
K. Rupert Murdoch
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Benefits
|
|
$
|
1,765,065
|
|
|
$
|
1,765,065
|
|
|
$
|
1,765,065
|
|
|
$
|
1,765,065
|
|
|
$
|
1,765,065
|
|
|
$
|
n/a
|
(b)
|
|
$
|
n/a
|
(b)
|
|
Equity Awards
|
|
|
7,623,123
|
|
|
|
7,623,123
|
|
|
|
7,623,123
|
|
|
|
6,170,881
|
|
|
|
7,623,123
|
|
|
|
n/a
|
(b)
|
|
|
n/a
|
(b)
|
|
|
|
$
|
9,388,188
|
|
|
$
|
9,388,188
|
|
|
$
|
9,388,188
|
|
|
$
|
7,935,946
|
|
|
$
|
9,388,188
|
|
|
|
|
|
|
|
|
|
|
Lachlan K.
Murdoch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary
|
|
$
|
6,000,000
|
|
|
$
|
6,000,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity Awards
|
|
|
7,392,954
|
|
|
|
7,392,954
|
|
|
|
—
|
|
|
|
2,464,318
|
|
|
|
7,392,954
|
|
|
|
7,392,954
|
|
|
|
2,464,318
|
|
|
Health Benefits
|
|
|
1,930,000
|
|
|
|
1,930,000
|
|
|
|
—
|
|
|
|
1,930,000
|
|
|
|
1,930,000
|
|
|
|
1,930,000
|
|
|
|
1,930,000
|
|
|
Severance
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
22,000,000
|
|
|
|
22,000,000
|
|
|
|
—
|
|
|
|
|
$
|
15,322,954
|
|
|
$
|
15,322,954
|
|
|
$
|
—
|
|
|
$
|
4,394,318
|
|
|
$
|
31,322,954
|
|
|
$
|
31,322,954
|
|
|
$
|
4,394,318
|
|
|
James R.
Murdoch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary
|
|
$
|
6,000,000
|
|
|
$
|
6,000,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity Awards
|
|
|
15,417,282
|
|
|
|
15,417,282
|
|
|
|
—
|
|
|
|
8,959,969
|
|
|
|
15,417,282
|
|
|
|
15,417,282
|
|
|
|
8,959,969
|
|
|
Health Benefits
|
|
|
1,910,000
|
|
|
|
1,910,000
|
|
|
|
—
|
|
|
|
1,910,000
|
|
|
|
1,910,000
|
|
|
|
1,910,000
|
|
|
|
1,910,000
|
|
|
Severance
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
22,000,000
|
|
|
|
22,000,000
|
|
|
|
—
|
|
|
|
|
$
|
23,327,282
|
|
|
$
|
23,327,282
|
|
|
$
|
—
|
|
|
$
|
10,869,969
|
|
|
$
|
39,327,282
|
|
|
$
|
39,327,282
|
|
|
$
|
10,869,969
|
|
|
John P.
Nallen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary
|
|
$
|
2,000,000
|
|
|
$
|
2,000,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Bonus
|
|
|
2,850,000
|
|
|
|
4,000,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Equity Awards
|
|
|
7,297,874
|
|
|
|
7,297,874
|
|
|
|
—
|
|
|
|
4,343,049
|
|
|
|
7,297,874
|
|
|
|
7,297,874
|
|
|
|
4,343,049
|
|
|
Health Benefits
|
|
|
1,372,621
|
|
|
|
1,372,621
|
|
|
|
1,372,621
|
|
|
|
—
|
|
|
|
1,372,621
|
|
|
|
1,372,621
|
|
|
|
—
|
|
|
Severance
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9,700,000
|
|
|
|
9,700,000
|
|
|
|
—
|
|
|
|
|
$
|
13,520,495
|
|
|
$
|
14,670,495
|
|
|
$
|
1,372,621
|
|
|
$
|
4,343,049
|
|
|
$
|
18,370,495
|
|
|
$
|
18,370,495
|
|
|
$
|
4,343,049
|
|
|
(a)
|
Mr. K.R. Murdoch is not party to an employment agreement but has entered into a letter agreement which contains termination provisions relating to his Annual Bonus and PSU Awards.
|
|
(b)
|
The KRM Letter Agreement does not provide for payments if Mr. K.R. Murdoch terminates his employment with or without “Good Reason”, however, if Mr. K.R. Murdoch’s employment terminates for any
reason other than by the Company for Cause, Mr. K.R. Murdoch will be entitled to the same amounts as he would receive upon retirement.
|
|
|
|
|
|
|
|
|
|
52
|
|
|
|
|
|
2016 Proxy Statement
|
DIRECTOR COMPENSATION
Directors’ fees are not paid to Directors who are executives or employees of the Company (the “Executive Directors”) because the responsibilities of
Board membership are considered in determining compensation paid as part of the executives’ normal employment conditions.
The basic fees payable to the
Directors who are not executives of the Company (collectively, the “Non-Executive Directors”) are reviewed and recommended by the Compensation Committee of the Board (the “Compensation Committee”) and set by the Board. The
Compensation Committee periodically reviews director compensation against the Company’s peers and other comparably sized Standard & Poor’s 500 companies and considers the appropriateness of the form and amount of director
compensation and makes recommendations to the Board concerning director compensation with a view toward attracting and retaining qualified Directors. The Company believes that compensation for Non-Executive Directors should be competitive and fairly
reflect the work and skills required for a company of 21st Century Fox’s size and complexity. The Company also believes that Non-Executive Director compensation should include equity-based compensation in order to align Directors’
interests with the long-term interests of stockholders.
During fiscal 2016, the Non-Executive Directors were Messrs. Breyer, Dinh, Nasser, Silberman, Thiam and
Ubben, Sir Roderick I. Eddington and Ms. Arnault. The annual retainers paid to these Non-Executive Directors for service on the Board and its committees in the fiscal year ended June 30, 2016 and for the upcoming fiscal year are set forth
in the table below. In June 2016, and effective fiscal 2017, the Compensation Committee approved an increase to the DSU portion of the Non-Executive Directors’ annual retainer to $190,000.
Board and Committee Retainers for the Fiscal Year Ended June 30, 2016
|
|
|
|
|
|
|
Annual Cash
Retainer
|
|
$
|
100,000
|
|
|
Annual DSU Retainer
|
|
$
|
180,000
|
|
|
Audit Committee Chair Annual
Retainer
|
|
$
|
27,000
|
|
|
Compensation Committee Chair Annual
Retainer
|
|
$
|
20,000
|
|
|
Nominating and Corporate Governance
Committee Chair Annual Retainer
|
|
$
|
16,000
|
|
|
Audit Committee Member Annual
Retainer
|
|
$
|
16,000
|
|
|
Compensation Committee Member Annual
Retainer
|
|
$
|
11,000
|
|
|
Nominating and Corporate Governance
Committee Member Annual Retainer
|
|
$
|
11,000
|
|
The Class A Common Stock underlying each DSU will be paid to the respective Non-Executive Director as of the first trading day of
the quarter five years following the date of grant, unless that Director leaves the Board before that date. Upon a Non-Executive Director’s end of service on the Board, such Director’s awards will be accelerated as of the date of the
Director’s end of service. In June 2016, the Compensation Committee determined to grant dividend equivalents on DSUs, beginning with the fiscal 2017 Annual DSU Retainer, in order to further align our director compensation with total return to
stockholders. Such dividend equivalents will be represented by additional DSUs and will be payable when the underlying award vests.
In addition, all
Non-Executive Directors are reimbursed for reasonable travel and other out-of-pocket business expenses incurred in connection with attendance at meetings of the Board and its committees.
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2016 Proxy Statement
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53
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DIRECTOR COMPENSATION
The table below shows the total compensation paid during the fiscal year ended June 30, 2016
by the Company to each of the Directors who are not named executive officers:
Director Compensation for the Fiscal Year Ended June 30, 2016
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Name
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Fees Earned or
Paid in Cash ($)
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Stock
Awards
(a)
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Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
(b)
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All Other
Compensation
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Total
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Delphine Arnault
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$
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100,000
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$
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180,000
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n/a
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n/a
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$
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280,000
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James W. Breyer
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$
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142,000
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$
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180,000
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n/a
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n/a
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$
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322,000
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David F. DeVoe
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$
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n/a
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$
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—
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$
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1,767,000
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$
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1,152,206
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(c)
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$
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2,919,206
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Viet Dinh
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$
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143,000
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$
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180,000
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n/a
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n/a
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$
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323,000
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Sir Roderick I. Eddington
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$
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154,000
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$
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180,000
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n/a
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n/a
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$
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334,000
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Jacques Nasser
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$
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120,308
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$
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180,000
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n/a
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n/a
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$
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300,308
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Robert S. Silberman
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$
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122,000
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$
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180,000
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n/a
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n/a
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$
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302,000
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Tidjane Thiam
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$
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111,000
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$
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180,000
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n/a
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n/a
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$
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291,000
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Jeffrey W. Ubben
(d)
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$
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69,878
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$
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114,500
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n/a
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n/a
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$
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184,378
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(a)
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The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of stock awards granted during the fiscal year ended June 30, 2016.
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(b)
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Certain Directors have accrued benefits as employees of the Company and have vested pension benefits due to them. The values reported are theoretical as those amounts are calculated pursuant to SEC requirements and are
based on a retirement assumption of age 55 or current age, if later, and other assumptions used in preparing the Company’s June 30, 2016 audited consolidated financial statements. The change in pension value in the fiscal year ended
June 30, 2016 was primarily due to a reduction in prevailing interest rates in the credit markets. The discount rate used pursuant to pension accounting rules to calculate the present value of future payments decreased from 4.75% in fiscal 2015
to 3.52% resulting in an increase in the present value of future payments reported for fiscal 2016. However, this change in pension value does not result in any increase in the benefits payable to participants under the plan.
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(c)
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Mr. DeVoe received compensation under his employment agreement, as amended, for his services as a Senior Advisor of the Company as follows: A base salary of $1,000,000, personal use of the Company’s corporate
aircraft and a Company car of $113,213, imputed income under the Company’s executive life insurance program of $29,718 and the Company’s contributions to Mr. DeVoe’s 401(k) plan in the amount of $9,275. Mr. DeVoe was not
entitled to an annual bonus or PSU Award and did not receive any additional compensation for his service as a member of the Board.
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(d)
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Mr. Ubben was elected to be a Director of the Company on November 12, 2015.
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The following table sets forth
information with respect to the aggregate outstanding equity awards at June 30, 2016 of each of the Directors who served as Directors during fiscal year 2016 and who are not named executive officers, which include cash-settled awards.
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Name
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Number of Shares or
Units
of Stock That Have Not Vested
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Delphine Arnault
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15,714
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James W. Breyer
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27,569
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David F. DeVoe
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123,603
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Viet Dinh
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30,553
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Sir Roderick I. Eddington
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30,553
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Jacques Nasser
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15,714
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Robert S. Silberman
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15,714
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Tidjane Thiam
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9,353
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Jeffrey W. Ubben
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4,081
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54
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2016 Proxy Statement
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DIRECTOR COMPENSATION
Non-Executive Director Stock Ownership Guidelines
Non-Executive Directors are expected to have an appropriate
equity ownership in the Company to more closely align their economic interests with those of other Company stockholders. In fiscal 2014, the Compensation Committee adopted modified Non-Executive Director stock ownership guidelines which increased
the amount of equity (including DSUs) a Non-Executive Director is required to own. Each Non-Executive Director shall be required to own equity securities of the Company (including DSUs) equal in value to at least five (5) times the amount of
the Non-Executive Director’s annual cash retainer for service on the Board within five (5) years of his or her first election to the Board or July 1, 2019 (the fifth anniversary of the adoption of this modified requirement), whichever
is later. The Board will evaluate whether exceptions should be made in the case of any Director who, due to his or her unique financial circumstances, would incur a hardship in complying with this requirement.
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2016 Proxy Statement
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55
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EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes equity plan information as of June 30, 2016 with respect to the Company’s outstanding shares of Common Stock reserved for
future issuance under the Company’s equity compensation plans, including the 2013 LTIP and the 2005 LTIP. All shares reflected in the table are shares of the Class A Common Stock.
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Plan Category
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Number of securities to be
issued upon exercise of
outstanding
options,
warrants, rights,
RSUs and PSUs
(a)
(1)
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Number of securities
remaining available for
future issuance under
equity
compensation
plans (excluding securities
reflected in column (a))
(b)
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Equity compensation plans approved by
stockholders
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2013
LTIP
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9,793,634
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79,582,321
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(2)
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2005
LTIP
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4,048,357
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—
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(2)
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Equity compensation plans not approved by
stockholders
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—
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—
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Total
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13,841,991
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79,582,321
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(1)
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The Company does not have any options, warrants or rights outstanding.
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(2)
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Of the shares available for future issuance under the 2013 LTIP, a maximum of 72,082,321 shares may be issued in connection with awards of restricted stock, RSUs or PSUs as of June 30, 2016. In connection with the
approval of the 2013 LTIP, beginning October 18, 2013, no additional awards shall be granted under the 2005 LTIP. However, shares subject to outstanding awards under the 2005 LTIP as of October 18, 2013 that are forfeited and return to the
plan after such date are available for future issuance under the 2013 LTIP.
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56
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2016 Proxy Statement
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REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act or the Exchange Act or
incorporated by reference in any document so filed.
In accordance with its written charter, the Audit Committee assists the Board in its oversight of (i) the
integrity of the Company’s financial statements and the Company’s financial reporting processes and systems of internal control, (ii) the qualifications, independence and performance of the Company’s independent registered public
accounting firm and the performance of the Company’s corporate auditors and corporate audit function, (iii) the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters,
(iv) investigations into complaints concerning financial and compliance matters, (v) risks that may have a significant impact on the Company’s financial statements, including cybersecurity (vi) oversight of the Company’s
ongoing Anti-Corruption Compliance Program and activities of the related Compliance Steering Committee and (vii) the review, approval and ratification of transactions with related parties. The Audit Committee provides an avenue of communication
among management, the independent registered public accounting firm, the corporate auditors and the Board. Management has the primary responsibility for the preparation of the Company’s financial statements and the reporting process, including
the system of internal control over financial reporting. The independent registered public accounting firm has the responsibility for the audit of those financial statements and internal control over financial reporting. The Audit Committee is
directly responsible for the appointment and oversight of our independent registered public accounting firm, including review of their qualifications, independence and performance and their compensation.
A discussion of the Audit Committee’s composition is included in this proxy statement in the section titled “Committees and Meetings of the Board of
Directors”.
In discharging its oversight responsibility as to the audit process, the Audit Committee (i) obtained from the independent registered public
accounting firm a formal written statement describing all relationships between the independent registered public accounting firm and the Company that might bear on the independent registered public accounting firm’s independence and affirming
its independence consistent with applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, (ii) discussed with the
independent registered public accounting firm, which documented the discussion, any relationships that may impact the firm’s objectivity and independence, and (iii) considered whether the non-audit services provided to the Company by EY
are compatible with maintaining the accountants’ independence. The Audit Committee reviewed with both the independent registered public accounting firm and the corporate auditors their identification of audit risks, audit plans and audit scope.
The Audit Committee discussed with management, the independent registered public accounting firm and the corporate auditors the corporate audit function’s organization, responsibilities, budget and staffing.
The Audit Committee also discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing
standards, including those described in Auditing Standards No. 16, “Communication with Audit Committees”, as adopted by the Public Company Accounting Oversight Board. The Audit Committee met with each of the independent registered
public accounting firm and the corporate auditors, both with management present and in private sessions without management present, to discuss and review the results of the independent registered public accounting firm’s audit of the financial
statements, including the independent registered public accounting firm’s evaluation of the accounting principles, practices and judgments applied by management, the results of the corporate audit activities and the quality and adequacy of the
Company’s internal controls.
The Audit Committee discussed the interim financial information contained in each of the quarterly earnings announcements with
Company management and the independent registered public accounting firm. The Audit Committee also reviewed the audited financial statements of the Company as of and for the fiscal year ended June 30, 2016 with management and the independent
registered public accounting firm.
At three of its meetings during fiscal year 2016 and one meeting during fiscal year 2017, the Audit Committee met with members
of management, the independent registered public accounting firm and the corporate auditors to review the fiscal 2016 certifications provided by the Chief Executive Officer and the Chief Financial Officer under the Sarbanes-Oxley Act, the respective
rules and regulations of the SEC and the overall certification process. At these meetings, management reviewed with the Committee each of the Sarbanes-Oxley Act certification requirements including whether there were any (i) significant
deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information,
and (ii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal control over financial reporting.
Throughout the year, the Audit Committee received reports from the Company’s Group General Counsel and Chief Compliance Officer and Corporate Audit regarding the
Company’s policies, processes and procedures relating to compliance with 21st Century Fox Global Anti-Bribery and Anti-Corruption Policy and activities of the Company’s Compliance Steering Committee.
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2016 Proxy Statement
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57
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee also reviewed any anonymous complaints received through the Alertline
reporting system to assist the Audit Committee in administering the anonymous complaint procedures outlined in the Company’s Standards of Business Conduct. The Sarbanes-Oxley Act required the Audit Committee to establish procedures for the
confidential submission of employee concerns regarding questionable accounting, internal controls or auditing matters.
Based on the above-mentioned review and
discussions with management, the independent registered public accounting firm and the corporate auditors, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form
10-K for the fiscal year ended June 30, 2016, for filing with the SEC.
The Audit Committee annually reviews the independent registered public accounting
firm’s independence and performance in connection with the Audit Committee’s determination of whether to retain EY or engage another firm. In the course of these reviews, the Audit Committee considers, among other things, such factors as:
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•
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EY’s historical and recent performance on the Company’s audit;
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•
|
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An analysis of EY’s known legal risks and significant proceedings;
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•
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External data relating to audit quality and performance, including recent Public Company Accounting Oversight Board reports on EY;
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•
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The appropriateness of EY’s fees for audit and non-audit services (for additional information on fees paid to EY please see page 20, “Proposal No. 2, Ratification of Selection of Independent Registered
Public Accounting Firm”);
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•
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EY’s tenure as our independent registered public accounting firm, and its familiarity with our global operations and businesses, accounting policies and practices and internal control over financial reporting (EY
has audited the books and records of the Company since the fiscal year ended June 30, 2002);
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•
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EY’s expertise in handling the breadth and complexity of our worldwide operations;
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•
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EY’s industry expertise;
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•
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The impact to the Company of changing auditors.
|
In accordance with the SEC rules and EY’s policies, audit partners
are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to our Company. For lead partners, the maximum number of consecutive years of service in that capacity is five years. The process
for selection of the Company’s lead partner pursuant to this rotation policy involves meetings between the Chairman and members of the Audit Committee and the candidate for the role, as well as a discussion by the full Audit Committee and with
management.
Based on the above-mentioned review, the Audit Committee believes that it is in the best interests of the Company and its stockholders to retain EY to
serve as our independent registered public accounting firm.
Accordingly, the Audit Committee also recommended the reappointment, subject to stockholder
ratification, of EY as the Company’s independent registered public accounting firm, and the Board concurred in such recommendation.
THE AUDIT COMMITTEE:
Sir Roderick I. Eddington (Chairman)
Viet Dinh
Jacques Nasser
Jeffrey W. Ubben
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58
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2016 Proxy Statement
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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
Arrangements between 21st Century Fox and Certain Stockholders or Stockholder-Related Entities
The Company has an approximate 19% interest in Rotana Holding
FZ-LLC (“Rotana”), a diversified media company in the Middle East and North Africa. HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud, who owned more than 5% of the Company’s Class B Common Stock during a portion of fiscal 2016, owns
a controlling interest in Rotana. In addition, the Company has provided shareholder loans to the Rotana venture.
Arrangements between 21st Century Fox and
Directors or Director-Related Persons or Entities
Directors of 21st Century Fox and Directors of its related parties, or their Director-related entities, conduct transactions with subsidiaries of 21st Century Fox that
occur within a normal employee, customer or supplier relationship on terms and conditions that are believed to be no more favorable than those with which it is reasonable to expect the entity would have adopted if dealing with the Director or
Director-related entity in the ordinary course of business.
In fiscal 2016, certain film distribution subsidiaries of the Company in Australia purchased
advertising in the ordinary course of business in the aggregate amount of approximately $235,000 on radio stations owned by Nova Entertainment. Mr. L.K. Murdoch, Executive Chairman of the Company, is the Executive Chairman of Nova
Entertainment, which is wholly-owned by a company of Mr. L.K. Murdoch.
Mr. David F. DeVoe Jr. is the son of Mr. David F. DeVoe, a Director
of the Company, and is a salaried employee of the Company. Mr. Steven Carey is the son of Mr. Chase Carey, Vice Chairman of the Board, and is a salaried employee of the Company.
Policy for Evaluating Related Party Transactions
The Audit Committee has established written procedures for the review, approval or ratification of related party transactions. Pursuant to these procedures, the Audit
Committee reviews and approves (i) all related party transactions when and if required to do so by applicable rules and regulations, (ii) all transactions between the Company or any of its subsidiaries and any of the Company’s
executive officers, Directors, Director nominees, Directors emeritus or any of their immediate family members and (iii) all transactions between the Company or any of its subsidiaries and any security holder who is known by the Company to own
more than five percent of any class of the Company’s voting securities or any immediate family members of such security holder, other than transactions that (a) are available to all employees generally and (b) are made in the ordinary
course of business and have an aggregate dollar amount or value of less than $120,000 (either individually or in combination with a series of related transactions).
During fiscal 2016, all of the transactions described in this section that were subject to the Audit Committee’s policies and procedures described above were
reviewed and approved or ratified by the Audit Committee or the Board.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that the Company’s Directors and executive officers, and persons who own more than
10% of a registered class of the Company’s equity securities, file reports of ownership and changes in ownership with the SEC and NASDAQ. Directors, officers and beneficial owners of more than 10% of the Common Stock are required by the SEC to
furnish the Company with copies of the reports they file.
We believe that all of our current and former Directors and executive officers reported on a timely basis
all transactions required to be reported by Section 16(a) during the fiscal year ended June 30, 2016.
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2016 Proxy Statement
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59
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ANNUAL REPORT ON FORM 10-K
The Company filed its Annual Report on Form 10-K for the year ended June 30, 2016 with the SEC on August 11, 2016. The Annual Report on Form 10-K, including
all exhibits, can also be found on the Company’s website:
www.21cf.com
and can be downloaded free of charge. Paper copies of the Annual Report on Form 10-K may be obtained without charge from the Company, and paper copies of exhibits to
the Annual Report on Form 10-K are available, but a reasonable fee per page will be charged to the requesting stockholder. Stockholders may make requests in writing to the attention of the Company’s Investor Relations Office by mail at
21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036, by telephone at (212) 852-7059 or by email at investor@21cf.com.
2017 ANNUAL MEETING OF STOCKHOLDERS
If you wish to submit a proposal to be presented at the 2017 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act, your proposal must be
received in writing by the Corporate Secretary of the Company at the principal executive offices at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036 no later than May 26, 2017 and must otherwise comply with the
requirements of Rule 14a-8 in order to be considered for inclusion in the 2017 proxy statement and proxy.
In order for proposals of stockholders made outside the
processes of Rule 14a-8 under the Exchange Act to be considered “timely” for purposes of Rule 14a-4(c) under the Exchange Act, the proposal must be received by the Company at its principal executive offices not later than August 12,
2017. Additionally, stockholder proposals made outside the processes of Rule 14a-8 under the Exchange Act must be received at the Company’s principal executive offices, in accordance with the requirements of the By-laws between July 13,
2017 and August 12, 2017; provided, however, that in the event that the 2017 Annual Meeting of Stockholders is called for a date that is more than 30 days before or more than 70 days after the anniversary date of the 2016 Annual Meeting of
Stockholders, notice by stockholders in order to be timely must be delivered not earlier than the close of business on the 120th day prior to the date of the 2017 Annual Meeting of Stockholders and not later than the close of business on the later
of the 90th day prior to the date of the 2017 Annual Meeting of Stockholders or the 10th day following the day on which public announcement of the date of the 2017 Annual Meeting of Stockholders is made. Stockholders are advised to review the
By-laws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.
ADDITIONAL INFORMATION
In an effort to reduce the amount of paper mailed to stockholders’ homes and to help lower the Company’s printing and
postage costs, stockholders can elect to receive future 21st Century Fox proxy statements, annual reports and related materials electronically instead of by mail. The Company highly recommends that you consider electronic delivery of these
documents. If you are interested in participating in this electronic delivery program, you should select the “Enrollment for Electronic Delivery” link in the “Investor Relations” section of the Company’s website at
www.21cf.com.
You may resume receiving copies of these documents by mail at any time by selecting the appropriate stockholder link on this enrollment page and canceling your participation in this program.
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60
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2016 Proxy Statement
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OTHER MATTERS
At the time of the preparation of this proxy statement, the Board knows of no other matters that will be acted upon at the Annual Meeting. If any other matters are
presented for action at the Annual Meeting or at any adjournment or postponement thereof, it is the intention of the persons named in the accompanying proxy to vote the shares to which the proxy relates in accordance with their best judgment as
determined in their sole discretion.
By Order of the Board of Directors
Gerson Zweifach
Senior Executive Vice President and
Group General Counsel
New York, NY
September 23, 2016
YOUR VOTE IS IMPORTANT. THEREFORE, PLEASE PROMPTLY
VOTE YOUR SHARES BY TELEPHONE OR INTERNET, OR IF YOU HAVE REQUESTED A PAPER PROXY CARD, BY COMPLETING, SIGNING AND DATING THE PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED.
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2016 Proxy Statement
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61
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Appendix A
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2016 Proxy Statement
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A-1
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TWENTY-FIRST CENTURY FOX, INC.
1211 AVENUE OF THE AMERICAS
13TH FLOOR
NEW YORK, NY 10036
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off
date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would
like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone
telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and
return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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E13954-P82716
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KEEP THIS PORTION FOR YOUR RECORDS
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— — — — — — — — — — — — — — — — — — — —
— — — — — — — — — — — —
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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TWENTY-FIRST CENTURY FOX, INC.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
PROPOSALS 1, 2, AND 3.
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1.
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Proposal to elect 13 directors
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For
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Against
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Abstain
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1a. K. Rupert Murdoch
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¨
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¨
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¨
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1b. Lachlan K. Murdoch
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¨
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¨
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¨
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1c. Delphine Arnault
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For
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Against
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Abstain
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1d. James W. Breyer
1e. Chase Carey
1f. David F. DeVoe
1g. Viet Dinh
1h. Sir Roderick I. Eddington
1i. James R. Murdoch
1j. Jacques Nasser
1k. Robert S. Silberman
1l. Tidjane Thiam
1m. Jeffrey W. Ubben
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2.
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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, 2017.
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¨
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¨
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3.
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Advisory Vote on Executive Compensation.
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¨
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NOTE:
Other business may properly come before the meeting or any adjournment thereof.
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NOTE:
This Proxy must be signed exactly as
your name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name
by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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If you plan to attend the Annual Meeting on November 10, 2016, you must request an admission ticket in
advance following the instructions set forth in the Proxy Statement.
Requests for admission tickets will be processed
in the order in which they are received and must be requested no later than November 7, 2016. On the day of the Annual Meeting, each stockholder will be required to present a valid picture identification such as a driver’s license or passport
with their admission ticket. Seating will begin at 9:00 a.m. (Pacific Time) and the Annual Meeting will begin at 10:00 a.m. (Pacific Time). Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
— — — — — — — — — — —
— — — — — — — — — — — — — — — — — — — —
— — — — — — — — — — — —
E13955-P82716
FORM OF PROXY
IMPORTANT NOTICE TO STOCKHOLDERS
of Twenty-First Century Fox, Inc.
The Annual Meeting of Stockholders will be held at the
Zanuck Theatre at Fox Studios
10201 West Pico Boulevard
Los Angeles, California 90035
on November 10, 2016
10:00
a.m. (Pacific Time)
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF TWENTY-FIRST CENTURY FOX, INC. FOR THE ANNUAL MEETING OF STOCKHOLDERS NOVEMBER 10, 2016
The undersigned, a stockholder of Twenty-First Century Fox, Inc., a Delaware corporation (the
“Company”), acknowledges receipt of a copy of the Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement, a copy of the Company’s Annual Report, and revoking any proxy previously given, hereby constitutes and
appoints Messrs. Lachlan K. Murdoch, James R. Murdoch and John P. Nallen and each of them his or her true and lawful agents and proxies with full power of substitution in each to vote the shares of Class B common stock of the Company standing in the
name of the undersigned at the Annual Meeting of Stockholders of the Company to be held on
November 10, 2016 at 10:00 a.m. (Pacific Time) at the Zanuck Theatre at Fox Studios, 10201 West Pico Boulevard, Los Angeles, California 90035.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREBY BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2, AND 3. IF ANY NOMINEE BECOMES UNAVAILABLE FOR ANY REASON, THE PERSONS NAMED AS PROXIES SHALL VOTE FOR THE ELECTION OF SUCH OTHER PERSONS AS THE BOARD OF DIRECTORS MAY PROPOSE TO
REPLACE SUCH NOMINEE.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
FORM OF PROXY
(Continued and to be signed on reverse side)
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