Current Report Filing (8-k)
November 14 2018 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2018
TWENTY-FIRST CENTURY FOX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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001-32352
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26-0075658
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(STATE OR OTHER JURISDICTION
OF INCORPORATION)
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(COMMISSION FILE NO.)
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(IRS EMPLOYER
IDENTIFICATION NO.)
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1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212)
852-7000
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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Twenty-First Century Fox, Inc. (the Company) held its Annual Meeting of Stockholders on November 14, 2018. A brief description
of the matters voted upon at the Annual Meeting and the results of the voting on such matters are set forth below.
Proposal 1: The
following individuals were elected as directors:
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Name
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For
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Against
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Abstain
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Broker
Non-Votes
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Delphine Arnault
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664,183,547
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38,423,174
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940,168
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15,847,526
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James W. Breyer
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669,616,856
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32,984,666
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945,367
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15,847,526
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Chase Carey
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645,708,008
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56,898,008
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940,873
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15,847,526
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David F. DeVoe
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637,859,784
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64,743,010
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944,095
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15,847,526
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Sir Roderick I. Eddington
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656,460,698
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46,141,344
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944,847
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15,847,526
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James R. Murdoch
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691,656,783
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10,959,359
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930,747
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15,847,526
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K. Rupert Murdoch
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683,175,191
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19,429,836
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941,862
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15,847,526
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Lachlan K. Murdoch
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680,500,685
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22,100,637
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945,567
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15,847,526
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Jacques Nasser
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664,267,451
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36,951,088
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2,328,350
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15,847,526
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Robert S. Silberman
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633,848,254
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68,754,834
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943,801
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15,847,526
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Tidjane Thiam
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479,203,417
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223,302,989
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1,040,483
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15,847,526
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Proposal 2: A proposal to ratify the selection of Ernst & Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending June 30, 2019 passed and was voted upon as follows:
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For:
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712,035,859
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Against:
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6,862,930
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Abstain:
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495,626
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Proposal 3: A proposal to approve, on an advisory, nonbinding basis, executive compensation passed and was
voted upon as follows:
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For:
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548,247,271
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Against:
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154,217,527
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Abstain:
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1,082,091
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Broker
Non-Votes:
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15,847,526
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Proposal 4: A stockholder proposal to vote, on an advisory, nonbinding basis, for the Companys board of
directors to adopt a recapitalization plan to eliminate the Companys dual class capital structure failed and was voted upon as follows:
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For:
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266,647,916
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Against:
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435,774,050
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Abstain:
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1,124,923
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Broker
Non-Votes:
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15,847,526
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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TWENTY-FIRST CENTURY FOX, INC.
(REGISTRANT)
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By:
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/s/ Janet Nova
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Janet Nova
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Executive Vice President and
Deputy Group General Counsel
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Dated: November 14, 2018
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