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)

 

 

 

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.

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:

 

Name		For				Against				Abstain				Broker Non-Votes
Delphine Arnault			664,183,547				38,423,174				940,168				15,847,526
James W. Breyer			669,616,856				32,984,666				945,367				15,847,526
Chase Carey			645,708,008				56,898,008				940,873				15,847,526
David F. DeVoe			637,859,784				64,743,010				944,095				15,847,526
Sir Roderick I. Eddington			656,460,698				46,141,344				944,847				15,847,526
James R. Murdoch			691,656,783				10,959,359				930,747				15,847,526
K. Rupert Murdoch			683,175,191				19,429,836				941,862				15,847,526
Lachlan K. Murdoch			680,500,685				22,100,637				945,567				15,847,526
Jacques Nasser			664,267,451				36,951,088				2,328,350				15,847,526
Robert S. Silberman			633,848,254				68,754,834				943,801				15,847,526
Tidjane Thiam			479,203,417				223,302,989				1,040,483				15,847,526

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, 2019 passed and was voted upon as follows:

 

		For:		712,035,859
		Against:		6,862,930
		Abstain:		495,626

Proposal 3: A proposal to approve, on an advisory, nonbinding basis, executive compensation passed and was voted upon as follows:

 

		For:		548,247,271
		Against:		154,217,527
		Abstain:		1,082,091
		Broker Non-Votes:		15,847,526

Proposal 4: A stockholder proposal to vote, on an advisory, nonbinding basis, for the Company’s board of directors to adopt a recapitalization plan to eliminate the Company’s dual class capital structure failed and was voted upon as follows:

 

		For:		266,647,916
		Against:		435,774,050
		Abstain:		1,124,923
		Broker Non-Votes:		15,847,526

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.

 

Dated: November 14, 2018