INFORMATION ABOUT THE ANNUAL MEETING
Persons Making the Solicitation
This proxy statement is furnished in connection with the solicitation by the Companys Board of proxies for use at the Annual Meeting to be held on
November 14, 2019 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, 2019. 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 and Class B 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.
Record Date
The Board has fixed the close of business on September 16, 2019 as the record date for determining which of the Companys 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 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 266,173,651 shares of Class B Common Stock outstanding and entitled to vote held by
approximately 5,115 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 Companys 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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2019 Proxy Statement
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