fox-20260917

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under Section 240.14a-12

Fox Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒						No fee required

☐						Fee paid previously with preliminary materials

☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11





			2026 Notice of Annual Meeting of Stockholders and Proxy Statement

November 4, 2026 at 10:00 a.m. (Eastern Standard Time)

Virtual Meeting Site: www.virtualshareholdermeeting.com/FOX2026

Table of Contents


						Fox Corporation 1211 Avenue of the Americas New York, New York 10036 (212) 852-7000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 4, 2026, 10:00 a.m. (Eastern Standard Time)

Dear Stockholder:

The Annual Meeting of Stockholders of Fox Corporation (the “Company”) will be held on November 4, 2026 at 10:00 a.m. (Eastern Standard Time) (the “Annual Meeting”) exclusively via live webcast at www.virtualshareholdermeeting.com/FOX2026.

At the virtual Annual Meeting, the Company’s stockholders will be asked to:

•elect the seven Director nominees identified in this proxy statement to the Company’s Board of Directors (the “Board”);

•ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027;

•approve, on an advisory basis, named executive officer compensation; and

•vote on one stockholder proposal, if properly presented at the Annual Meeting.

We will also consider any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Company’s proxy statement.

Participating in the Annual Meeting

All holders of the Company’s common stock as of the Record Date are invited to virtually attend and ask questions at the Annual Meeting. To participate, you will need the unique control number that was included in your proxy materials. If your shares of common stock are held in ‘‘street name,’’ meaning your shares are held in a brokerage account or by a bank or other nominee, and your proxy materials do not include a control number, you should contact the broker, bank or other nominee that holds your shares with any questions about obtaining a control number. Stockholders of record of the Company’s Class B Common Stock (the “Class B Common Stock”) at the close of business on September 14, 2026 (the “Record Date”) may also vote at the Annual Meeting by following the instructions provided on the meeting website during the Annual Meeting. There will be no physical location for the Annual Meeting this year, and you will not be able to attend the Annual Meeting in person. For more information, please see the section of the proxy statement titled "Information About the Annual Meeting — Participating in the Annual Meeting."

Eligibility to Vote

While all of the Company’s stockholders are invited to virtually attend and ask questions at the Annual Meeting, only stockholders of record of Class B Common Stock at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of the Company’s Class A Common Stock are not entitled to notice and to vote on the matters to be presented at the Annual Meeting or any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT

Even if you plan to participate in the Annual Meeting virtually, we encourage you to vote and submit your proxy in advance by:

visiting www.proxyvote.com

returning your signed proxy card or voting instruction form

calling 1-800-690-6903 toll-free from the United States, U.S. territories and Canada

Advance voting deadlines are noted in the section of the proxy statement titled “Information About the Annual Meeting — Voting and Submission of Proxies.”

Table of Contents



			Important Information for Holders of Class B Common Stock It is important that your shares of Class B Common Stock be represented and voted at the Annual Meeting. If you are a holder of shares of Class B Common Stock, you may submit a proxy for those shares by telephone or the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials, or if you requested a paper proxy card, you may submit your proxy by mail if you prefer. 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 also vote your shares of Class B Common Stock at the Annual Meeting (even if you previously submitted a proxy) by following the instructions provided on the meeting website during the Annual Meeting. For more information, please see the section of the proxy statement titled "Information About the Annual Meeting — Voting and Submission of Proxies." Whether or not you plan to attend the virtual 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.


Technical Assistance during the Annual Meeting If you encounter any difficulties accessing the virtual Annual Meeting webcast, please call the technical support number that will be posted on the Annual Meeting Website log-in page beginning at 9:45 a.m. (Eastern Standard Time) on November 4, 2026. You may vote your shares before the Annual Meeting by following the instructions described in the section of the proxy statement titled "Information About the Annual Meeting — Voting and Submission of Proxies." You do not need to access the Annual Meeting webcast to vote if you submitted your vote via proxy in advance of the Annual Meeting.

If you would like to register to receive materials relating to next year’s annual meeting of stockholders electronically instead of by mail, please select the “Electronic Delivery” link in the “Resources” tab of the Investors section of the Company’s website at investor.foxcorporation.com. We highly recommend that you consider electronic delivery of these documents as it reduces the amount of paper used and mailed to your home.




			Laura A. Cleveland Senior Vice President and Corporate Secretary New York, New York September 17, 2026

YOUR VOTE IS IMPORTANT

REGARDLESS OF HOW MANY SHARES OF 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

TABLE OF CONTENTS


EXECUTIVE SUMMARY						1
PROPOSAL NO. 1: ELECTION OF DIRECTORS						7
Corporate Governance						9
Corporate Culture and Social Responsibility						15
PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						16
Report of the Audit Committee						17
Certain Relationships and Related Person Transactions						19
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION						20
COMPENSATION DISCUSSION AND ANALYSIS						21
Named Executive Officers						21
Compensation Design Principles						21
Fiscal 2026 Business and Management Review						23
Use of Information on Peer Companies and Industry Trends						24
Elements of Compensation						24
Framework for Fiscal 202 7 Long-Term Equity-Based Incentive Awards						33
Employment Arrangements, Severance and Change in Control Arrangements						34
Engagement with Stockholders and Compensation Committee’s Annual Review of its Compensation Practices						34
Recoupment of Previously Paid Named Executive Officer Compensation						35
Prohibition on Hedging and Pledging of FOX Stock						35
Executive Stock Ownership Guidelines						35
Role of Compensation Consultant						35
Compensation Deductibility Policy						35
COMPENSATION COMMITTEE REPORT						36
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION						36
RISKS RELATED TO COMPENSATION POLICIES AND PRACTICES						36
EXECUTIVE COMPENSATION						37
Summary Compensation Table for the Fiscal Year Ended June 30, 2026						37
Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2026						38
Employment Arrangements						38
Outstanding Equity Awards at June 30, 2026						40
Stock Vested and Option Exercises During the Fiscal Year Ended June 30, 2026						41
Pension Benefits as of June 30, 2026						42
Potential Payments Upon Termination						43
CEO Pay Ratio						45
Policies and Practices Related to the Timing of Grants of Certain Equity Awards						45
Pay Versus Performance						46


			2026 Proxy Statement			i

Table of Contents


NON-EXECUTIVE DIRECTOR COMPENSATION						49
Board and Committee Retainers for the Fiscal Year Ended June 30, 2026						49
Director Compensation for the Fiscal Year Ended June 30, 2026						49
Non-Executive Director Stock Ownership Guidelines						50
EQUITY COMPENSATION PLAN INFORMATION						51
EXECUTIVE OFFICERS OF FOX CORPORATION						52
SECURITY OWNERSHIP OF FOX CORPORATION						53
PROPOSAL NO. 4 : S IMPLE MAJORITY VOTE						55
INFORMATION ABOUT THE ANNUAL MEETING						57
ANNUAL REPORT ON FORM 10-K						61
202 7 ANNUAL MEETING OF STOCKHOLDERS						61
OTHER MATTERS						61

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding the Company’s proposed acquisition of Roku, Inc. All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include, among others, the words “may,” “will,” “could,”“ should,” “would,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words. Although the Company’s management believes that the expectations reflected in any of the Company’s forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. Important factors that could cause the Company’s actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’s forward-looking statements include, but are not limited to, the impact of the Company’s proposed acquisition of Roku, Inc. and related risks, government regulation, economic, strategic, political and social conditions. For more detailed information about these factors, see Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Caution Concerning Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

Forward-looking statements in this proxy statement speak only as of the date hereof. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.

We are providing our website address in this proxy statement solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this proxy statement as being posted on the website, into this proxy statement or into any of our other filings with the Securities and Exchange Commission (“SEC”).


ii						2026 Proxy Statement

Table of Contents

EXECUTIVE SUMMARY

This proxy statement is first being made available to stockholders on or about September 17, 2026 in connection with the solicitation by the Board of Directors (the “Board”) of Fox Corporation of proxies for use at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Except as otherwise indicated or where the context otherwise requires, in this proxy statement, “FOX,” the “Company,” “we,” “us” and “our” refer to Fox Corporation; “you,” “your,” “yours” and other words of similar import refer to holders of Class B Common Stock; and “fiscal” refers to the applicable fiscal year ended June 30.

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.


2026 Annual Meeting of Stockholders


Date and Time:			November 4, 2026 at 10:00 a.m. (Eastern Standard Time)
Virtual Meeting Location:			The Annual Meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/FOX2026. For further information about participating in the Annual Meeting please see “Information About the Annual Meeting — Participating in the Annual Meeting.”
Record Date:			September 14, 2026
Voting:			Holders of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), are entitled to one vote per share on all matters to be presented at the Annual Meeting and may vote on the Internet at www.proxyvote.com, by telephone at 1-800-690-6903 or by completing and returning their proxy card or voting instruction form by 11:59 p.m. (Eastern Standard Time) on November 3, 2026; or by participating in the Annual Meeting at www.virtualshareholdermeeting.com/FOX2026. Holders of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), as of the Record Date are invited to but are not entitled to vote on the matters to be presented at the Annual Meeting. The Class A Common Stock and Class B Common Stock are referred to collectively in this proxy statement as the “Common Stock.”


Meeting Agenda Items


Proposal	Page Number	Voting Standard	Board Vote Recommendation
Management Proposals
Proposal No. 1: Election of Directors	7	Majority of votes cast	FOR each Director nominee
Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year Ending June 30, 2027	16	Majority of votes cast	FOR
Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation	20	Majority of votes cast	FOR
Proposal No. 4: Simple Majority Vote	55	Majority of votes cast	AGAINST


Board Nominees

Director Nominee

Director
Since

Independent

Committee Memberships

NCG

Lachlan K. Murdoch

2019

Tony Abbott AC

2023

✓

William A. Burck

2021

✓

Chair

✓

Chase Carey

2019

✓

Roland A. Hernandez

2019

✓

Chair

✓

Margaret “Peggy” L. Johnson

2023

✓

Paul D. Ryan

2019

✓

Chair

A = Audit Committee C = Compensation Committee NCG = Nominating and Corporate Governance Committee


						2026 Proxy Statement			1

Table of Contents


Board Skills, Independence and Age

Our Board is comprised of seven highly skilled directors, six of whom are independent, who bring a diverse range of skills and experiences to the Board’s oversight role. The following table summarizes the key skills and experiences the Board considers important in its decision to nominate or re-nominate individuals to the Board. Additional details about each individual Director nominee’s experiences and qualifications are presented in his or her biography.

Executive
Management
Experience

Public
Company
Board
Experience

Media
Industry
Experience

Finance
&
Accounting

Corporate
Strategy

Technology

Risk
Management &
ESG

Business
Development,
M&A &
Capital
Markets

Government &
Public
Policy

Non-Profit,
Education &
Philanthropic
Experience

Directors:

Lachlan Murdoch

✓

Tony Abbott

✓

William A. Burck

✓

Chase Carey

✓

Roland A. Hernandez

✓

Margaret “Peggy” L. Johnson

✓

Paul D. Ryan

✓


85.7% Independent


Average: 63 years


Fiscal 2026 Business Highlights

FOX focuses on producing and distributing quality news, sports and entertainment content that engages and informs audiences and deepens consumer relationships through its iconic brands, including FOX News Media, FOX Sports, Tubi Media Group, FOX Entertainment and FOX Television Stations. In fiscal 2026, the Company once again delivered strong operational and financial results, including record annual revenue and Adjusted EBITDA while continuing to invest in its future — most notably through the successful launch of FOX One, its wholly-owned direct-to-consumer subscription streaming service, and the announcement of the Company’s proposed acquisition of Roku, Inc. The proposed transaction will combine FOX’s leading sports, news and entertainment content and Tubi service with Roku’s leading connected TV platform, its portfolio of advertising-supported and subscription-based streaming services led by The Roku Channel, first-party data and direct relationship with more than 100 million global streaming households. The Company also returned approximately $2.3 billion in capital to stockholders in fiscal 2026.

During the fiscal year, FOX continued to execute on its strategic priorities, all built on the foundations of delivering quality live and on-demand programming to large and engaged audiences, securing value for its market-leading brands and content and positioning itself for long-term growth. Fiscal 2026 highlights include:

•FOX News finished fiscal 2026 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the eleventh consecutive year while holding greater than 50% share of viewership across cable news networks. For the fiscal year, FOX News achieved record advertising revenue, driven by primetime total viewership that exceeded the combined viewership of other cable news channels, ratings that were comparable to ratings delivered by the four broadcast networks in weekday primetime viewing and ranking as the #1 rated news network with Independents among adults 18+. FOX Business finished as the most-watched business network among total business day viewers during fiscal 2026. FOX News Digital remained the most-engaged brand in digital news, leading in total views, minutes spent, YouTube views and social interactions in fiscal 2026.


2						2026 Proxy Statement

Table of Contents

•FOX Sports was the industry leader in live events during fiscal 2026 with over 300 billion minutes of live sports event viewing on the FOX Network, 7% higher than 2nd place NBC which broadcast the Super Bowl and the Winter Olympics during the fiscal year. The NFL regular season on FOX averaged over 19 million viewers, marking FOX’s best season since 2015, while the four NFC postseason games on FOX averaged 37 million viewers. FOX’s America’s Game of the Week ranked as the #2 program on television among total viewers. The 2025 World Series on FOX delivered its best performance since 2017, as Game 7 averaged over 27 million viewers. In college football, the Michigan versus Ohio State game continues to stand as FOX’s most-watched regular season college football game, and the 2025 Ohio State versus Indiana game is the most-watched conference championship game of all time on any network. FOX’s broadcast of the Indy 500 averaged over 6.6 million viewers, the 2nd most watched Indy 500 since 2012 trailing only behind last year’s race. Across the 72 Group Stage matches carried on FOX, FS1 and Tubi through June 27, 2026, the FIFA Men’s World Cup averaged 5.05 million viewers — up 92% versus the comparable 2022 tournament — marking the most-watched FIFA Men's World Cup Group Stage average in English-language U.S. television history. The U.S. Men's National Team's (the “USMNT”) opening match against Paraguay drew 18 million viewers and was at the time it aired the most-watched World Cup match involving the USMNT ever recorded. Interest extended well beyond the USMNT: the Brazil versus Morocco match drew 10 million viewers, the most-watched non-USMNT Group Stage telecast in English-language U.S. history, and FOX’s pregame coverage averaged 2.29 million viewers, up 142% from 2022.

•In fiscal 2026, Tubi delivered record revenues, which grew over 25% compared to the prior fiscal year led by higher engagement from its over 100 million monthly active users. Tubi total view time was approximately 13.2 billion hours over the course of fiscal 2026, a record and an increase of 20% over fiscal 2025. According to Nielsen’s The Gauge, Tubi finished the fiscal year among the most-watched free ad-supported streaming services in the U.S., averaging approximately 2.2% of all television viewing over the course of the year. Tubi expanded its