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 15, 2017
TWENTY-FIRST CENTURY FOX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Delaware | 001-32352 | 26-0075658 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NO.) |
(IRS EMPLOYER IDENTIFICATION NO.) |
1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212) 852-7000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Company held its Annual Meeting of Stockholders on November 15, 2017. 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:
| Name |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Delphine Arnault |
525,581,326 | 199,091,132 | 1,927,280 | 15,021,489 | ||||||||||||
| James W. Breyer |
589,273,607 | 136,225,577 | 1,100,554 | 15,021,489 | ||||||||||||
| Chase Carey |
644,640,414 | 80,896,757 | 1,062,567 | 15,021,489 | ||||||||||||
| David F. DeVoe |
634,584,673 | 90,776,391 | 1,238,674 | 15,021,489 | ||||||||||||
| Viet Dinh |
714,651,388 | 10,885,104 | 1,063,246 | 15,021,489 | ||||||||||||
| Sir Roderick I. Eddington |
608,279,914 | 117,217,830 | 1,101,994 | 15,021,489 | ||||||||||||
| James R. Murdoch |
698,526,303 | 26,918,777 | 1,154,658 | 15,021,489 | ||||||||||||
| K. Rupert Murdoch |
698,312,538 | 27,185,521 | 1,101,679 | 15,021,489 | ||||||||||||
| Lachlan K. Murdoch |
694,616,939 | 30,816,993 | 1,165,806 | 15,021,489 | ||||||||||||
| Jacques Nasser |
606,070,283 | 119,426,824 | 1,102,631 | 15,021,489 | ||||||||||||
| Robert S. Silberman |
548,835,795 | 176,505,823 | 1,258,120 | 15,021,489 | ||||||||||||
| Tidjane Thiam |
722,140,166 | 3,389,455 | 1,070,117 | 15,021,489 | ||||||||||||
| Jeffrey W. Ubben |
716,009,764 | 9,523,760 | 1,066,214 | 15,021,489 | ||||||||||||
Proposal 2: A 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, 2018 passed and was voted upon as follows:
| For: |
726,232,973 | |||
| Against: |
14,315,208 | |||
| Abstain: |
1,073,046 |
Proposal 3: A proposal to approve, on an advisory, nonbinding basis, executive compensation passed and was voted upon as follows:
| For: |
569,061,965 | |||
| Against: |
156,308,209 | |||
| Abstain: |
1,229,564 | |||
| Broker Non-Votes: |
15,021,489 |
Proposal 4: A proposal to vote, on an advisory, nonbinding basis, on the frequency of future advisory votes on executive compensation was voted upon as follows:
| 1 Year: |
714,760,706 | |||
| 2 Years: |
55,969 | |||
| 3 Years: |
10,680,082 | |||
| Abstain: |
1,102,981 | |||
| Broker Non-Votes: |
15,021,489 |
In light of the voting results on Proposal 4 and consistent with the recommendation of the Board of Directors of the Company included in the Company’s proxy statement, the Company has decided to hold an advisory vote on executive compensation annually.
Proposal 5: A stockholder proposal to vote, on an advisory, nonbinding basis, for the Board to adopt a recapitalization plan to eliminate the Company’s dual class capital structure failed and was voted upon as follows:
| For: |
313,728,906 | |||
| Against: |
412,510,427 | |||
| Abstain: |
360,405 | |||
| Broker Non-Votes: |
15,021,489 |
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.
| TWENTY-FIRST CENTURY FOX, INC. (REGISTRANT) | ||
| By: | /s/ Janet Nova | |
| Janet Nova Executive Vice President and Deputy Group General Counsel | ||
Dated: November 15, 2017