DEF 14A

EXECUTIVE SUMMARY

This proxy statement is first being made available to stockholders on or about September 26, 2024 in connection with the solicitation by the Board of Directors (the “Board”) of Fox Corporation of proxies for use at the Company’s 2024 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.

2024 Annual Meeting of Stockholders



Date and Time:		November 19, 2024 at 10:00 a.m. (Pacific Time)

Place:		Zanuck Theatre at the FOX Studio Lot, 10201 West Pico Boulevard, Los Angeles, California 90035

Record Date:		September 23, 2024

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. Holders of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), 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, 2025	24	Majority of votes cast	FOR

Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation	28	Majority of votes cast	FOR


			2024 Proxy Statement				1

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

Board Diversity, Skills, Independence and Age

Our seven talented Director nominees have diverse skill sets and professional backgrounds. For more information, including information regarding diversity as required by Nasdaq Stock Market (“Nasdaq”) listing rules and skills, please see their biographies beginning on page

and the sections titled “Proposal No. 1: Election of Directors” and “Corporate Governance—Director Nomination Process,” as well as “Compensation Discussion and Analysis—Named Executive Officers.”


Diversity	Independence	Age

Fiscal 2024 Business Highlights

FOX once again delivered strong operational and financial results in fiscal 2024. The Company 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, FOX Entertainment, FOX Television Stations and Tubi Media Group. FOX also continued to focus on its long-term growth in fiscal 2024, investing in organic initiatives, while delivering meaningful returns of capital to stockholders.

During the fiscal year, FOX continued to reach and, in some cases, exceed its strategic goals, all pursuant to its fundamental priorities 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 2024 highlights include:

•

FOX News finished fiscal 2024 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the eighth consecutive year. In addition, FOX News continued as the

top-rated

video-on-demand

(“SVOD”) service and the FOX Weather free advertising-supported streaming television (“FAST”) service, which doubled its total view time (the total number of hours watched) compared to the prior year. FOX News Digital remained the most-engaged brand in digital news, leading in total views, minutes spent and social interactions in fiscal 2024.

•


2						2024 Proxy Statement

viewers, while the three NFC postseason games on FOX averaged 45 million viewers, including the most-watched NFC Championship game in over a decade. FOX’s

America’s Game of the Week

attracted its largest audience since 2015 and ranked as the #1 program in all of television for the 15th straight year among Adults

18-49.

FOX aired the most-watched college football, men’s college basketball and women’s college basketball games across the regular season. The University of Michigan versus The Ohio State University football game on FOX was the most-watched college football regular-season game on any network since 2011 and the most-watched regular season college football game in FOX Sports history. FOX’s

Big Noon Saturday

continued as the #1 game window in all of college football. During the fiscal year, FOX also broadcast the 2023 Fédération Internationale de Football Association (“FIFA”) Women’s

World Cup

, where the U.S. versus the Netherlands match on FOX set the record as the most-watched Women’s

World Cup

match on U.S. English language television.

In addition, FOX Sports, along with its partner, broadcast the inaugural season of the United Football League (or UFL) professional spring football league.

•

FOX Entertainment successfully navigated the industry guild strikes of 2023, delivering a full season of primetime programing while returning original scripted content to the FOX Network in the spring of 2024. In 2024, FOX Entertainment implemented a new, three-tiered business structure with FOX Entertainment studios uniting FOX Entertainment’s full scope of studio operations and content creation engines; the FOX Network serving as the central launching pad and first window for content before it migrates to streaming; and FOX Entertainment Global constituting the division’s domestic and international sales and distribution business. FOX Entertainment continued to deliver nearly 150 million unduplicated viewers across all platforms during the 2023-2024 broadcast season. In the key Adults

18-49

demographic, the FOX Network also featured the season’s #1 new entertainment program with the

FOX-owned

animated comedy

Krapopolis

, launched the #1 game show with

The Floor

, and once again presented television’s top cooking competition series with Gordon Ramsay’s

Next Level Chef

Hell’s Kitchen

MasterChef Junior

and

Kitchen Nightmares

. In addition, FOX Entertainment studios

co-produced

original content for third parties, such as Prime Video’s animated hit

Hazbin Hotel

, as well as original content collaborations with Disney/Hulu, Netflix, Apple, Hallmark, Tubi, TelevisaUnivision and platforms worldwide.

•

FOX Television Stations remains a leader in local news coverage, producing over 1,200 hours of local news coverage each week across 18 markets, including 14 of the top 15 Nielsen-designated market areas (“DMAs”). During the fiscal year, FOX Television Stations grew and enhanced its digital offerings through the expansion and success of the FOX Local Extension (FLX) digital advertising platform as well as the continued rollout of local news content on connected televisions and FAST services in a number of markets. FOX Television Stations’ total view time through connected televisions for the period of March 2024 through June 2024 was approximately four times higher compared to the same period in the prior year. These initiatives led to Fox Television Stations digital advertising revenue growth of approximately 20% as compared to the prior fiscal year.

•

In fiscal 2024, Tubi delivered record revenues, which grew 18% compared to the prior fiscal year. Total view time reached approximately 9.7 billion hours over the course of fiscal 2024, an increase of over 40% compared to the prior fiscal year. According to Nielsen’s

The Gauge

, Tubi finished the fiscal year as the most-watched FAST service in the U.S., reaching approximately 2.0% of all television viewing. Tubi expanded its content library to over 260,000 movies and television episodes, including the premiere of over 140 new original titles throughout the fiscal year. Tubi also grew its linear streaming offerings to supplement its

on-demand

library, with the launch of over 60 sports, entertainment and local news channels to bring its total offering to over 280 channels as of the end of fiscal 2024.

•

The Company generated healthy affiliate fee revenue growth of 4% due to higher average rates per subscriber and fees received from television stations that are affiliated with the FOX Network. Additionally, the Company’s key networks continue to be distributed on all major virtual multi-channel video programming distributor (“MVPD”) services, reflecting the highly coveted nature of the Company’s content.

•

The Company ended the fiscal year with approximately $4.3 billion of cash and cash equivalents on its balance sheet while returning approximately $1.25 billion of capital to its stockholders in fiscal 2024 through the Company’s cash dividend and its stock repurchase program. As of June 30, 2024, the Company has repurchased over $5.6 billion (approximately 169 million shares) under the stock repurchase program since the program’s launch in November 2019, with approximately $1 billion repurchased during fiscal 2024.

•

FOX continues to broaden and deepen its corporate social responsibility efforts, with a focus on local community engagement. Our recent environmental, social and governance achievements are highlighted in FOX’s annual Corporate Social Responsibility Report, published in August 2024.


			2024 Proxy Statement				3

Corporate Governance

The Board has adopted a Statement of Corporate Governance that, in conjunction with the Company’s Amended and Restated Certificate of Incorporation, Amended and Restated

By-Laws

(the

“By-laws”),

other corporate governance documents and all applicable laws, provides a framework within which the Board may conduct its business and provides the appropriate oversight of management. Highlights of the Board’s approach to corporate governance include:

•

Director Accountability.

Each member of the Board (“Director”) is elected annually with a majority vote standard in uncontested elections, which includes a Director resignation policy as set forth in the Statement of Corporate Governance.

•

Independent Board Oversight.

As outlined in the Statement of Corporate Governance, the independent Directors of the Board annually elect a Lead Independent Director who has substantive responsibilities and significant authority including over meeting schedules, agendas and information sent to the Board. The Board holds regular executive sessions of the independent Directors without management present and the Lead Independent Director presides over such sessions.

•

Independent Board Committees.

Only independent Directors serve on the Board’s key committees.

•

Dual-Class Capital Structure.

The Nominating and Corporate Governance Committee continues to consider the benefits and considerations of multi-class capital structures, including their effects on economic performance and investment in innovation, and the protections that such structures allow media companies to pursue independent journalism, and it continues to believe that a dual-class capital structure remains appropriate and in the best long-term interests of our stockholders.

•

Board Oversight of Risk.

The Board oversees the identification, monitoring and management of the Company’s risks and, with or through its committees as appropriate, regularly receives periodic updates from, and discusses with, senior management risks the Company faces, including operational, strategic, legal and regulatory, financial, reputational and sustainability and corporate social responsibility risks, and the plans to address them. The independent Directors also discuss the Company’s significant risks when they meet in executive session without management. In addition, each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee by providing guidance and reports to the full Board with respect to these risks as appropriate.

•

Stock Ownership Requirements.

The Compensation Committee maintains stock ownership guidelines for our named executive officers and

non-executive

Directors to ensure the close alignment of their interests with those of other long-term stockholders.

•

Prohibition on Hedging and Pledging

To further align interests and protect against unnecessary risk-taking, the Board has adopted a policy that prohibits all Directors and employees, including our named executive officers, from hedging and pledging Company securities and other actions as described in the section titled “Corporate Governance” below.

•

Insider Trading Policy.

The Company maintains a policy governing the purchase, sale, and other dispositions of the Company’s securities, which applies to the members of the Board, director emeriti and employees, as well as (i) members of such persons’ immediate families and households and (ii) corporations or other business entities controlled or managed by any such person, and trusts for which any such person is the trustee or in which any such person has a beneficial pecuniary interest (together, “controlled entities”) as described in the section titled “Corporate Governance” below.

Board Responsiveness

Update on 2023 Stockholder Proposal Regarding Board Risk Oversight.

As previously disclosed in our 2023 proxy statement, in response to a stockholder proposal from Arjuna Capital requesting that the Board issue a report on the merits of a risk oversight committee of the Board, the law firm of Cleary Gottlieb Steen & Hamilton LLP (“Cleary”) was retained to analyze and report on the Board’s existing risk oversight governance and practice, the allocation of responsibilities among the Board’s committees and the potential merits of establishing a standalone risk oversight committee. As part of this evaluation, Cleary reviewed the Board’s current risk oversight practices and division of responsibilities, benchmarked company practices across various indices, industry groups and peer companies, and consulted with Arjuna Capital and Open Mic. Cleary’s evaluation and report was completed and presented to the members of the Audit and Nominating and Corporate Governance Committees in February 2024. Following deliberations and consistent with Cleary’s findings outlined in the report, the Board determined that it will not establish a separate risk oversight committee. The Board’s current risk oversight responsibilities are appropriately and adequately allocated among its existing committees and the full Board, which the Board believes ensures all material aspects of risks and risk exposures are appropriately reviewed and addressed. Establishing a standalone risk committee would cause oversight redundancies, resulting in potential conflicts and inefficiencies without significant incremental benefit to the Company. This determination is consistent with the current practices of a significant majority of companies in the Russell 3000, S&P 500, and in particular in the Company’s industry and within its compensation peer group. We have communicated this determination to Arjuna Capital and Open Mic.


4						2024 Proxy Statement

Executive Compensation

The Company has established a compensation program that seeks to closely align the interests of its named executive officers with the interests of its stockholders.

•

The Company’s executive compensation program is designed to attract, retain and motivate top executive talent, drive performance without encouraging unnecessary or excessive risk-taking and support both short-term and long-term value creation for stockholders.

•

The Company’s annual bonus program and long-term equity-based program under the Fox Corporation 2019 Shareholder Alignment Plan (the “2019 SAP”) for its named executive officers rely on a number of diversified performance metrics. Collectively, the annual bonus program and equity-based awards granted under the 2019 SAP result in a significant portion of each named executive officer’s total compensation opportunity being dependent upon achievement of target financial performance, stock price appreciation, relative total shareholder returns and individual and group contributions.

•

The Company has strong governance policies related to executive compensation. The Compensation Committee is comprised entirely of independent Directors. In addition, the Company’s named executive officer compensation programs include risk mitigation features, such as Compensation Committee discretion and oversight, a balance of annual and long-term incentives, the use of multiple performance metrics and performance measurement periods, award opportunities that are fixed or capped and recoupment provisions for performance-based compensation. The Compensation Committee annually oversees an assessment of risks related to compensation policies and practices.

•

As described above, the Compensation Committee maintains stock ownership guidelines that apply to the Company’s named executive officers, and the Company prohibits hedging and pledging of the Company’s securities by all Directors and employees, including the named executive officers.

•

To comply with the clawback rules under the Exchange Act and the associated SEC rules and Nasdaq listing standards, the Board has updated the Fox Corporation Clawback Policy (the “Clawback Policy”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation (if any) from current and former executive officers of the Company (“Covered Officers”) in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. In addition, the Clawback Policy goes beyond the SEC rules and Nasdaq listing standards and provides the Compensation Committee with the discretion to require reimbursement of all or any portion of any bonus paid to the Covered Officers with respect to the period in which the executive engaged in harassment, discrimination and/or retaliation, including the failure to respond to allegations or complaints of such behaviors.

The “Compensation Discussion and Analysis” begins on page 29 and the “Executive Compensation” section, which includes the fiscal year ended June 30, 2024 Summary Compensation Table and other related tables and disclosure, begins on page 46.

Corporate Social Responsibility

In August 2024, FOX published its fifth annual Corporate Social Responsibility Report, which is available at

foxcorporation.com

From the Company’s inception in March 2019, FOX has been dedicated to using its scale, platforms and reach to positively impact its colleagues, neighbors and communities. Our Corporate Social Responsibility Report provides a summary of our approach to corporate giving and our environmental, social and governance activities during fiscal 2024. Organized around five key areas, highlights include:

•

Community Forward

: philanthropic support through employee and corporate donations, leveraging the FOX Studio Lot as a resource for the local community, and public service announcements (or PSAs) and television coverage that spotlight key causes;

•

People Forward

: providing training, opportunities and benefits to develop our employees professionally and personally, which garnered external recognition from workplace diversity organizations applauding FOX for being a top employer;

•

Sustainably Forward

: operating efficiently and reducing environmental impacts associated with our operations;

•

Policy Forward

: the ethical principles, policies and standards that guide our business practices, including guarding and defending our journalists in their search for the truth, and integrity in editorial guidelines, broadcast standards and advertising; and


			2024 Proxy Statement				5

•

Data Forward

: data privacy policies and data security programs designed to safeguard information against loss, theft and unauthorized use, disclosure or modification.

Also, as discussed in our 2024 Corporate Social Responsibility Report, we have posted our Employment Information Report

(EEO-1),

showing the race, ethnicity and gender of our employees on the Company’s website at

foxcorporation.com/eeo-1-data.


6						2024 Proxy Statement

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Board has nominated seven Director nominees for election at this Annual Meeting to hold office until the next annual meeting or until his or her successor is duly elected and qualified. If, for any reason, any of the Director nominees become unavailable for election, the proxy holders may exercise discretion to vote for a substitute nominee proposed by the Board. The information with respect to principal occupation or employment, other affiliations and business experience was furnished to the Company by the respective Director nominee. The ages shown are as of September 23, 2024. Each of the Director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.


Lachlan K. Murdoch Age: 53 Director Since: 2019		Lachlan K. Murdoch has been Executive Chair of the Board since January 2019 and Chief Executive Officer of the Company since October 2018. Mr. L.K. Murdoch served as Executive Chairman of Twenty-First Century Fox, Inc. (“21CF”), the Company’s former parent, from 2015 to March 2019, its Co-Chairman from 2014 to 2015 and a Director since 1996. He served as Executive Chairman of NOVA Entertainment, an Australian media company, from 2009 to 2022 and has served as the Executive Chairman of Illyria Pty Ltd, a private company, since 2005. Mr. L.K. Murdoch was a Director of Ten Network Holdings Limited, an Australian media company, from 2010 to 2014 and its Non-Executive Chairman from 2012 to 2014, after serving as its Acting Chief Executive Officer from 2011 to 2012. He has served as a Director of News Corporation (“News Corp”) since 2013, where he served as its Co-Chairman from 2014 to 2023 and its Chair since 2023. Mr. L.K. Murdoch is the son of Mr. K. Rupert Murdoch, who stepped down as Chair and was appointed Chairman Emeritus of the Company in November 2023. Mr. L.K. Murdoch brings to the Board a wealth of knowledge regarding the Company’s operations and the media industry, as well as management and strategic skills. With his extensive experience leading the Company and 21CF and his expertise in the media industry, Mr. L.K. Murdoch leads the Board in developing corporate strategies, directing the corporate agenda and overseeing the Company’s operations.

Tony Abbott AC Age: 66 Director Since: 2023		Tony Abbott AC has been a Director of the Company since November 2023 and serves as a member of the Nominating and Corporate Governance Committee. Mr. Abbott served as the 28 th Prime Minister of Australia from 2013 to 2015. Mr. Abbott was Leader of the Liberal Party of Australia from 2009 to 2015 and a member of parliament from 1994 to 2019. Mr. Abbott was an advisor to the UK Board of Trade from September 2020 to August 2024. In addition, he has served as the Australian Commissioner of the Global Tech Security Commission since 2023 and served on the Board of Trustees of the Global Warming Policy Foundation since 2023, the Advisory Board of The Alliance for Responsible Citizenship since 2023, the Council for the Australian War Memorial since 2019 and the Board of the Ramsay Center for Western Civilisation since 2016. Mr. Abbott brings to the Board decades of executive leadership, expertise in matters of trade, economic and public policy, and a strong international business development network.

William A. Burck Age: 53 Director Since: 2021		William A. Burck has been a Director of the Company since June 2021 and serves as Chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Burck is Global Co-Managing Partner of the law firm Quinn Emanuel Urquhart & Sullivan, LLP, where he has been a partner since 2012. Mr. Burck served as Deputy Staff Secretary, Special Counsel and Deputy White House Counsel to President George W. Bush from 2005 to 2009. Mr. Burck previously served in the Criminal Division of the U.S. Department of Justice, as an Assistant United States Attorney in the Southern District of New York, and as a law clerk for Supreme Court Justice Anthony M. Kennedy. Mr. Burck is a leading trial lawyer and corporate counselor who brings to the Board his decades of experience advising companies, boards of directors, senior executives and government officials in complex litigation and business matters. His experience, including government service, strengthens the Board’s insight on regulatory issues and important constitutional questions.

2024 Proxy Statement

PROPOSAL NO. 1: ELECTION OF DIRECTORS


Chase Carey Age: 70 Director Since: 2019		Chase Carey has been a Director of the Company since March 2019. Mr. Carey is the Lead Independent Director and serves as a member of the Audit Committee and the Compensation Committee. He served as Chief Executive Officer of Formula 1 Group from 2017 to 2021 and as its Chairman from 2016 to 2022. Mr. Carey served 21CF in numerous roles, including as Vice Chairman of the 21CF Board from July 2016 to March 2019, Executive Vice Chairman from July 2015 through June 2016, President and Chief Operating Officer and Deputy Chairman from 2009 through June 2015, Co-Chief Operating Officer from 1996 to 2002, a consultant from 2016 to 2018 and a Director from 1996 to 2007. Mr. Carey served on the Supervisory Board of Sky Deutschland, a German media company, from 2010 to 2014 and as its Chairman from 2010 to 2013. Mr. Carey was a Director of Sky plc from 2003 to 2009 and from 2013 to 2018. He was a Director of Saban Capital Acquisition Corp. from 2016 to 2019 and Chief Executive Officer, President and a Director of DIRECTV from 2003 to 2009. Mr. Carey provides the Board with extensive executive experience and operational expertise in the media and sports industries. Having served in a variety of leadership positions at 21CF and its affiliates for over 30 years, Mr. Carey has a broad and deep understanding of the Company and its operations.

Roland A. Hernandez Age: 66 Director Since: 2019		Roland A. Hernandez has been a Director of the Company since March 2019 and serves as Chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Since 2001, Mr. Hernandez has been the Founding Principal and Chief Executive Officer of Hernandez Media Ventures, a company engaged in the acquisition and management of media assets. Mr. Hernandez was President and Chief Executive Officer of Telemundo Group, Inc. from 1995 to 2000 and its Chairman from 1998 to 2000. Mr. Hernandez also serves on the Board of Directors of U.S. Bancorp and Take-Two Interactive Software, Inc. Mr. Hernandez previously served on the Boards of Directors of Belmond Ltd., MGM Resorts International, The Ryland Group, Inc., Sony Corporation, Vail Resorts, Inc. and Wal-Mart Stores Inc. He serves on the Advisory Board of Harvard Law School. As a veteran media owner and executive, Mr. Hernandez offers strong leadership, operational and strategic expertise. His significant experience on public company boards of directors is a valuable resource to the Board, in particular relating to financial reporting, accounting and corporate governance matters.

Margaret “Peggy” L. Johnson Age: 62 Director Since: 2023		Margaret “Peggy” L. Johnson has been a Director of the Company since November 2023 and serves as a member of the Audit Committee and the Compensation Committee. Ms. Johnson has been the Chief Executive Officer of Agility Robotics, a robotics engineering company, since March 2024. Ms. Johnson previously served as the Chief Executive Officer of Magic Leap, Inc., a U.S. augmented reality company, from August 2020 to October 2023. She served as Executive Vice President of Business Development at Microsoft Corporation, where she was responsible for strategic deals and partnerships across various industries, from 2014 to 2020. Before Microsoft, Ms. Johnson was Executive Vice President of Qualcomm Technologies, Inc. and President of Global Market Development at Qualcomm Incorporated. Ms. Johnson has served on the Board of Directors of BlackRock, Inc. since 2018 and served on the Board of Directors of Live Nation Entertainment, Inc. from 2013 to 2018. She was an Advisor to Huntington’s Disease Society of America, San Diego Chapter from 2010 to 2020. Ms. Johnson brings to the Board a wealth of expertise and leadership experience across the technology sector, providing the Company with unique insight into emerging technologies and over three decades of business operations and strategic development experience.


8				2024 Proxy Statement

PROPOSAL NO. 1: ELECTION OF DIRECTORS


Paul D. Ryan Age: 54 Director Since: 2019		Paul D. Ryan has been a Director of the Company since March 2019 and serves as Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. He is a General Partner of the private equity firm Solamere Capital, LLC and Chair of the firm’s Executive Partner Group. He is Vice Chairman of Teneo Strategy LLC and also serves on the Advisory Boards of Robert Bosch Gmbh and Paradigm Operations L.P. and the Boards of Directors of Xactus (formerly UniversalCIS) and SHINE Medical Technologies, LLC. Mr. Ryan served as Chairman of the Board of Directors of Executive Network Partnering Corporation from 2020 to 2022. He has been a Professor of the Practice, Political Science and Economics, at the University of Notre Dame since 2019. Mr. Ryan was the 54 th Speaker of the U.S. House of Representatives from 2015 to 2019, Chairman of the House Ways and Means Committee from January 2015 to October 2015 and Chairman of the House Budget Committee from 2011 to 2015. Mr. Ryan served as a Member of the U.S. House of Representatives from 1999 to 2019. In 2012, he was selected to serve as former Governor Mitt Romney’s Vice-Presidential nominee. A proven leader and policy expert, Mr. Ryan’s extensive experience provides the Company with perspectives on strategy and operations in regulated industries. He offers the Board valuable insight on leadership, public policy and strategic development.

The Board unanimously recommends a vote “FOR”

the election of each of the nominees listed above.

2024 Proxy Statement

CORPORATE GOVERNANCE

Commitment to Corporate Governance and Ethical Compliance.

The Company is committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our stockholders. The Company, along with the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of stockholder feedback, changes in applicable laws, regulations and stock exchange requirements, and the evolving needs of the Company’s business. The Company’s corporate governance and compliance practices include:

•

Director Accountability.

Each Board member is elected annually with a majority vote standard in uncontested elections, which includes a Director resignation policy as set forth in the Statement of Corporate Governance.

•

Independent Board Oversight.

•

Independent Board Committees.

Only independent Directors serve on the Board’s key committees.

•

Dual-Class Capital Structure.

•

Board Oversight of Risk.

Although risk management is primarily the responsibility of the Company’s management, the Board is responsible for overseeing management’s identification, monitoring and management of risk. The Board does not view risk in isolation; it considers risks in making significant business decisions and as part of the Company’s overall business strategy.

•

The Board, with or through its committees as appropriate, regularly has discussions with and receives periodic updates from the Company’s Executive Chair and Chief Executive Officer, Chief Operating Officer, Chief Legal and Policy Officer, Chief Financial Officer and other members of senior management regarding significant risks to the Company, including in connection with the annual review of the Company’s business plan and its review of budgets, strategy and major transactions. These discussions include operational, strategic, legal and regulatory, financial, reputational and sustainability and corporate social responsibility risks, and the plans to address these risks. The independent Directors also discuss the Company’s significant risks when they meet in executive session without management.

•

In addition, each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee by providing guidance and reports to the full Board with respect to these risks as appropriate. The Audit Committee is responsible for (i) overseeing the Company’s policies and practices with respect to risk assessment and risk management, including with respect to cybersecurity and the use of artificial intelligence, (ii) overseeing the Company’s financial and other major risk exposures and the steps taken to monitor and control them, and (iii) providing guidance to the Board on such matters. The Compensation Committee has responsibility for monitoring risks associated with the design and administration of the Company’s compensation programs, and the Nominating and Corporate Governance Committee oversees risks relating to the Company’s corporate governance processes and sustainability and corporate social responsibility. Each committee has full access to management, as well as the ability to engage advisors. Each of the Board’s committees reviews its charter annually.

•

As previously disclosed in our 2023 proxy statement, in response to a stockholder proposal from Arjuna Capital requesting that the Board issue a report on the merits of a risk oversight committee of the Board, Cleary was retained to analyze and report on the Board’s existing risk oversight governance and practice, the allocation of responsibilities among the Board’s committees and the potential merits of establishing a standalone risk oversight committee. As part of this evaluation, Cleary reviewed the Board’s current risk oversight practices and division of responsibilities, benchmarked company practices across various indices, industry groups and peer companies, and consulted with Arjuna Capital and Open Mic. Cleary’s evaluation and report was completed and presented to the members of the Audit and Nominating and Corporate Governance Committees in February 2024. Following deliberations and consistent with Cleary’s findings outlined in the report, the Board determined that it will not establish a separate risk oversight committee. The Board’s current risk oversight responsibilities are appropriately and adequately allocated among its existing committees and the full Board, which the Board believes ensures all material aspects of risks and


10				2024 Proxy Statement

CORPORATE GOVERNANCE

risk exposures are appropriately reviewed and addressed. Establishing a standalone risk committee would cause oversight redundancies, resulting in potential conflicts and inefficiencies without significant incremental benefit to the Company. This determination is consistent with the current practices of a significant majority of companies in the Russell 3000, S&P 500, and in particular in the Company’s industry and within its compensation peer group. We have communicated this determination to Arjuna Capital and Open Mic.

•

Board Oversight of Human Capital Management and Sustainability and Corporate Social Responsibility Matters.

The Compensation Committee assists the Board in reviewing and assessing the Company’s strategies and polices related to human capital management and oversight of the Company’s stockholder engagement efforts with respect to human capital management matters, together with the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee also oversees, reviews and monitors the Company’s sustainability and corporate social responsibility efforts, as well as the related risks and the Company’s reporting with respect to such matters.

•

Political Activities.

The Nominating and Corporate Governance Committee reviews and oversees compliance with the Company’s Political Activities Policy and reviews and oversees its Political Activities Report. In direct response to stockholder feedback and as part of our efforts to promote transparency and accountability, the Company adopted significant updates to its Political Activities Policy and enhanced its political activities disclosures by publishing its first annual Political Activities Report in February 2022. In fiscal 2023, in line with additional feedback received, the Company further enhanced the transparency of the report, which now also includes the membership dues the Company pays to trade associations in addition to the names of the associations. The Company updates the report on an annual basis. The policy and the Company’s 2023 Political Activities Report are available on the Company’s website at

foxcorporation.com.

FOX’s Political Activities Policy reflects our commitment to ensuring that all FOX employees, officers and Directors comply with federal, state, and local laws that apply to political activities due to employment or association with FOX. The policy provides for Board oversight of the Company’s political activities and the publication of the annual Political Activities Report, which confirms that fees paid to industry trade organizations are for membership dues and not earmarked for indirect grassroots lobbying.

•

Stock Ownership Requirements.

The Compensation Committee maintains stock ownership guidelines for our named executive officers and

non-executive

Directors to ensure the close alignment of their interests with those of other long-term stockholders.

•

Prohibition on Hedging and Pledging.

To further align interests and protect against unnecessary risk-taking, the Board has adopted a policy that prohibits all Directors and employees, including our named executive officers, from engaging in short sales of the Company’s securities and investing in Company-based derivative securities. In addition, the policy prohibits all Directors and employees, including our named executive officers, from pledging any Company securities that they hold directly, hedging any Company securities that they hold directly or indirectly, or hedging or pledging equity compensation. The Compensation Committee periodically reviews the Company’s hedging and pledging policies.

•

Insider Trading Policy.

The Company maintains a policy governing the purchase, sale, and other dispositions of the Company’s securities, which applies to the members of the Board, director emeriti and employees, as well as (i) members of such persons’ immediate families and households and (ii) corporations or other business entities controlled or managed by any such person, and trusts for which any such person is the trustee or in which any such person has a beneficial pecuniary interest (together, “controlled entities”). Our policy (i) provides broad prohibitions against the illegal and unauthorized use and disclosure of material

non-public

information, and (ii) subjects our directors, officers and certain other designated individuals to additional trading restrictions. We believe our policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company.

•

Codes of Conduct and Other Corporate Governance Policies

The Board has adopted a Statement of Corporate Governance, Standards of Business Conduct and charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which assist the Board in the exercise of its responsibilities and serve as a framework for the effective governance of the Company. The Board supervises the enforcement of the Standards of Business Conduct and other Company policies through the Company’s Ethics and Compliance Program, with the assistance of the Audit Committee, which oversees the content and operation of the program.

•

Harassment or Discrimination Based on Sex, Race or Other Protected Categories

The Nominating and Corporate Governance Committee oversees the Company’s business practice and corporate value of zero tolerance for sexual harassment, race discrimination and all other forms of discrimination. The Standards of Business Conduct, together with the Preventing Harassment, Discrimination and Retaliation Policy, provide the Company with a framework for handling discrimination or harassment complaints and taking remedial measures if the Company determines that there has been a violation of the Company’s policies against such conduct. In addition, the Company’s Clawback Policy goes beyond the SEC rules and Nasdaq listing standards and provides the Compensation Committee with the discretion to require

2024 Proxy Statement

CORPORATE GOVERNANCE

reimbursement of all or any portion of any bonus paid to the Covered Officers with respect to the period in which the executive engaged in harassment, discrimination and/or retaliation, including the failure to respond to allegations or complaints of such behaviors.

•

Workplace Civility and Inclusion.

The Standards of Business Conduct, Statement of Corporate Governance and Preventing Harassment, Discrimination and Retaliation Policy affirm the Company’s commitment to corporate policies that create a safe, productive and welcoming workplace for all of the Company’s employees and foster an environment of trust. FOX has several employee-driven employee resource groups formed around shared identities, allyship, common interests or pursuits for the purpose of advancing careers, encouraging a more respectful workplace community and fostering a sense of belonging.

•

Oversight and Ongoing Enhancement of Compliance Programs

The Company has adopted several operational compliance policies and programs to effectuate and supplement the principles set forth in the Standards of Business Conduct, including a Global Anti-Bribery and Anti-Corruption Policy, an Insider Trading and Confidentiality Policy, a Political Activities Policy, a Global Sanctions, Anti-Boycott and Import/Export Policy, a Human Rights Statement, a Preventing Harassment, Discrimination and Retaliation Policy, Supplier and Subcontractor Standards titled “Doing Business with FOX” and Principles Governing Fair Competition. In addition, the Board has also adopted and oversees the Company’s Ethics and Compliance Program to enforce the Standards of Business Conduct and these policies. The Audit Committee assists the Board by reviewing the content and operation of the Ethics and Compliance Program, including the content of the Standards of Business Conduct. All employees, officers and Directors are required to complete periodic training on the key elements of these policies and the Standards of Business Conduct. The Company has established internal controls to monitor and evaluate ongoing compliance with these policies. These policies and controls are regularly reviewed and audited to evaluate their effectiveness and adequacy to address potential compliance risks posed by factual and legal developments.

•

Independent, Anonymous Complaint Process.

The Company maintains a third-party managed hotline (“Alertline”) that permits the anonymous reporting of compliance and other concerns by employees and

non-employees.

All Alertline submissions are reviewed and investigated by appropriate members of management. The results of all such investigations are reported to senior management and the Audit Committee on a quarterly basis.

Independent Directors.

The Board considers the criteria contained in the definition of “Independent Director” as set forth in Nasdaq Listing Rule 5605(a)(2) in its determination of whether a Director shall be deemed to be independent of the Company. However, the Board may determine that a Director is not independent for any reason it deems appropriate.

During its review of Director independence, the Board considers all relevant facts and circumstances. The Board considers transactions and relationships between each Director, or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board also examines transactions and relationships between the Directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of this review is to determine whether any such relationships or transactions are inconsistent with a determination that the Director is independent.

As a result of its review, the Board affirmatively determined that Mr. Abbott, Mr. Burck, Mr. Carey, Mr. Hernandez, Ms. Johnson and Mr. Ryan are independent of the Company and its management under the standards set forth in the Nasdaq listing rules. A majority of Directors are independent as required under applicable Nasdaq listing rules and by the Statement of Corporate Governance and committee charters.

In making the independence determination with respect to Mr. Burck, the Board considered that Mr. Burck is a partner of Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn Emanuel”). The Company did not pay any fees to Quinn Emanuel during fiscal 2024. The Company has no current professional relationship with Quinn Emanuel, nor does it expect to enter into any relationship so long as Mr. Burck continues to serve on the Board. Consistent with Nasdaq listing rules, the Board determined that Mr. Burck’s position does not interfere with his independence.

Board Leadership Structure.

The Board is responsible for establishing and maintaining the most effective leadership structure for the Company. To retain flexibility in carrying out this responsibility, the Board has not adopted a policy that expressly requires that the Chair of the Board shall be an independent member of the Board. However, pursuant to the Statement of Corporate Governance, if the Chair is not an independent Director, an independent,

non-executive

Director shall be elected annually by a majority of the independent,

non-executive

Directors of the Board as Lead Independent Director. Since March 19, 2019, the date on which the Company became a standalone publicly traded company, Mr. L.K. Murdoch serves as Executive Chair and Chief Executive Officer of the Company.


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CORPORATE GOVERNANCE

The independent Directors have elected Mr. Carey to serve as the Lead Independent Director. As set forth in the Statement of Corporate Governance, the Lead Independent Director’s responsibilities include:

•

presiding over all meetings of the Board at which the Chair of the Board is not present, including executive sessions of the

non-executive

Directors and the independent Directors;

•

communicating to the Chair of the Board feedback from executive sessions as appropriate;

•

serving as liaison between the Chair of the Board and the independent Directors;

•

approving information sent to the Board and meeting agendas for the Board;

•

approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;

•

calling meetings of the

non-executive

Directors and/or independent Directors, if desired;

•

participating in the Compensation Committee’s evaluation of the performance of the Chief Executive Officer;

•

supervising the self-evaluations of the Directors in coordination with the Nominating and Corporate Governance Committee;

•

supervising the Board’s determination of the independence of its Directors; and

•

ensuring his or her availability for consultation and direct communications, if requested by major stockholders.

The Board believes that this management and Board leadership structure, combined with the oversight of the Board comprised of a majority of independent Directors, a Lead Independent Director role with significant responsibilities and the Company’s robust corporate governance policies and procedures, effectively maintains independent oversight of management and is in the best interests of the Company’s stockholders. Having Mr. Murdoch, who is deeply involved with the Company’s businesses, serve as Executive Chair and Chief Executive Officer, provides strong leadership to the Board in the execution of the Company’s strategy and facilitates the flow of information between the Board and management.

The Board reviews its leadership structure at least annually taking into account the responsibilities of the leadership positions and the Directors qualified to hold such positions. In conducting this review, the Board considers, among other things: (i) the policies and practices in place that provide independent Board oversight; (ii) the Company’s performance and the effect a particular leadership structure may have on that performance; (iii) the structure that serves the best interests of the Company’s stockholders; and (iv) any relevant legislative or regulatory developments.

CEO and Senior Management Succession Planning.

The Board, with the assistance of the Compensation Committee, oversees succession planning for the Chief Executive Officer and other members of senior management. As set forth in the Statement of Corporate Governance, the Board, in coordination with the Compensation Committee, also sees that the Company has in place appropriate steps to address emergency CEO succession in the event of extraordinary circumstances.

As part of the succession planning process, the Chief Executive Officer provides the Compensation Committee recommendations and evaluations of candidates and their succession potential to the Chief Executive Officer and other senior management positions. The Compensation Committee reviews potential candidates with the Chief Executive Officer or other members of senior management as the Compensation Committee considers appropriate, which covers development needs and progress with respect to specific individuals. Directors engage with potential candidates at Board and committee meetings and periodically in less formal settings to allow personal assessment of candidates. Further, the Compensation Committee periodically reviews the qualifications, tenure and experience of members of senior management. The Lead Independent Director also participates in the Compensation Committee’s evaluation of the performance of the Chief Executive Officer.

The Compensation Committee reports on its succession planning review to the full Board, and the full Board reviews succession planning at least annually at a regularly scheduled Board meeting.

Emergency CEO succession planning enables the Company to respond to an unexpected vacancy in the Chief Executive Officer position while continuing the effective operation of the Company and minimizing any potential disruption to the Company’s business and operations, including in the case of a major catastrophe.

Stockholder Engagement.

The Board values engaging directly with the Company’s stockholders. The Company has participated in several investor conferences and has held numerous meetings with retail and institutional stockholders to discuss various topics, including its financial performance, strategy, corporate governance and executive compensation program. The Company is committed to ongoing engagement with all its investors on all matters, including executive

2024 Proxy Statement

CORPORATE GOVERNANCE

Communication with the Board.

Stockholders play an integral part in corporate governance and the Board ensures that stockholders are kept fully informed through:

•

information provided on the Company’s website

foxcorporation.com

, including the Company’s annual report which is distributed to all stockholders electing to receive it and which is available to all stockholders on request, as set forth under the heading “Annual Report;”

•

reports and other disclosures made periodically to the SEC and Nasdaq; and

•

notices and proxy statements of special and annual meetings of stockholders.

It is the policy of the Company to facilitate communications of stockholders and other interested parties with the Board and its various committees. Stockholders may raise matters of concern at the annual meetings of stockholders. In addition, any stockholder or other interested party wishing to communicate with any Director, including the Lead Independent Director, any committee of the Board or the Board as a whole, may do so by submitting such communication in writing and sending it by regular mail to the attention of the appropriate party or to the Board of Directors, Fox Corporation, 1211 Avenue of the Americas, New York, New York 10036. This information is also posted on the Company’s website at

foxcorporation.com

Director Evaluation Policy.

The Lead Independent Director and the Nominating and Corporate Governance Committee are responsible for conducting an annual review and evaluation of the Board’s conduct and performance through a self-evaluation form that assesses, among other things, Board structure and composition, Board responsibilities, Board meetings and materials and Board and management interactions. The review seeks to identify specific areas, if any, in need of improvement or strengthening and culminates in a discussion by the full Board, as well as a separate discussion among the independent Directors, of the results and any actions to be taken. In addition, each standing committee of the Board evaluates its performance annually and reports to the Board on such evaluation.

Committees and Meetings of the Board of Directors

During fiscal 2024, the Board held a total of five meetings. All of the Directors attended at least 75% of the regularly scheduled and special meetings of the Board that each was eligible to attend and the meetings of the committees on which each served.

It is the policy of the Board to hold regular executive sessions of the independent Directors without management present. During fiscal 2024, the independent Directors of the Board met four times without management present. Mr. Carey currently serves as the Lead Independent Director and presides over executive sessions. Directors are encouraged to attend and participate in the Company’s annual meetings of stockholders. All of the Directors attended the Company’s 2023 annual meeting of stockholders.

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. These committees are comprised entirely of independent Directors, as required under the rules of the Exchange Act and Nasdaq. Each committee is governed by a written charter approved by the Board. These charters are available on the Company’s website at

foxcorporation.com/corporate-governance/board-committees

and are available in print to any stockholder from the Secretary of the Company.

Audit Committee.

The Audit Committee consists of Mr. Hernandez, who serves as Chair, Mr. Carey and Ms. Johnson.

The Audit Committee assists the Board in its oversight of:

•

the integrity of the Company’s financial statements and the Company’s financial reporting processes and systems of internal control;

•

the qualifications, independence and performance of the Company’s independent registered public accounting firm and the performance of the Company’s corporate auditors and corporate audit function;

•

the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters;

•

investigations into complaints concerning financial matters;

•

the Company’s policies and practices with respect to risk assessment and risk management, including with respect to cybersecurity and the use of artificial intelligence, and the Company’s major financial and other risk exposures and the steps taken to monitor and control them, and it provides guidance to the Board on such matters;

•

the review, approval and ratification of transactions with related parties; and


16				2024 Proxy Statement

CORPORATE GOVERNANCE

•

the content and operation of the Company’s Ethics and Compliance Program, including the Company’s Standards of Business Conduct.

The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the Board. During fiscal 2024, the Audit Committee held seven meetings. The Audit Committee’s report required by the SEC rules is included in this proxy statement under the heading “Report of the Audit Committee.”

The Audit Committee Charter provides that its members shall consist entirely of Directors who the Board determines are “independent” in accordance with the Nasdaq listing rules. The Board determined that each member of the Audit Committee meets the foregoing independence requirements and that each member of the Audit Committee is financially sophisticated in accordance with the Nasdaq listing rules. The Board also determined that Mr. Carey, Mr. Hernandez and Ms. Johnson are “audit committee financial experts” as defined under the SEC rules.

Compensation Committee.

The Compensation Committee consists of Mr. Burck, who serves as Chair, Mr. Carey, Ms. Johnson and Mr. Ryan. The primary responsibilities of the Compensation Committee are:

•

to review and approve goals and objectives relevant to the compensation of the Chief Executive Officer, to evaluate the performance of the Chief Executive Officer in light of these goals and objectives and other factors the Compensation Committee deems appropriate, and, based on this review and evaluation, determine the compensation of the Chief Executive Officer;

•

to consider, authorize and oversee the incentive compensation plans in which the Company’s executive officers participate and the Company’s equity-based plans and recommend changes in such plans to the Board as needed, and to exercise all authority of the Board with respect to the administration of such plans, including the granting of awards under the Company’s incentive compensation plans and equity-based plans;

•

to review and approve equity awards and other fixed and performance-based compensation, benefits and terms of employment of the Company’s executive officers (as defined by SEC rules) and such other senior executives identified by the Compensation Committee after consultation with the Company’s Chief Executive Officer and other members of management;

•

to review and approve employment and severance arrangements and obligations for executive officers, including employment agreements, separation agreements and similar plans or agreements;

•

to review and approve or ratify the principal employment terms for each other employment arrangement (excluding arrangements for talent) where the sum of the base salary, bonus target and long-term incentive target for the contract period is equal to or greater than a threshold amount set by the Compensation Committee;

•

to review and approve other separation obligations that exceed by more than a certain amount set by the Compensation Committee those contractually provided for in an employment agreement approved or ratified by the Compensation Committee as described above;

•

to review the Company’s recruitment, retention, compensation, termination and severance policies for senior executives;

•

to review and assist with the development of executive succession plans and to consult with the Chief Executive Officer and other executive officers regarding the selection of senior executives;

•

to review at least annually the form and amount of compensation of

non-executive

Directors for service on the Board and its committees and recommend changes in such compensation to the Board as appropriate;

•

to review the Company’s compensation policies and practices applicable to all employees to determine whether they create risk-taking incentives that are reasonably likely to have a material adverse impact on the Company;

•

to consider the results of the most recent stockholder advisory vote on executive compensation matters in evaluating and determining the compensation of the Company’s Chief Executive Officer and in establishing and determining compensation of the Company’s other named executive officers;

•

in coordination with the Nominating and Corporate Governance Committee, to oversee and make recommendations to the Board regarding the Company’s stockholder engagement with respect to compensation and human capital management matters;

•

to assist the Board, as necessary, in reviewing and assessing the Company’s strategies and policies related to human capital management;

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CORPORATE GOVERNANCE

•

to establish and periodically review stock ownership guidelines for executive officers and monitor compliance with ownership guidelines by executive officers and

non-executive

Directors;

•

to review periodically any hedging and pledging policy applicable to Directors and employees; and

•

to review and approve the creation or revision of any clawback policy allowing the Company to recoup compensation paid to executive officers and to administer, modify and/or terminate any such policy.

During fiscal 2024, the Compensation Committee held four meetings. Pursuant to its charter, the Compensation Committee may delegate its authority to one or more subcommittees, members of the Board, the Chair of the Committee or officers of the Company, to the extent permitted by law, as it deems appropriate and in the best interests of the Company. The Compensation Committee has delegated to Messrs. L.K. Murdoch, Nallen and Tomsic the authority to make awards of restricted stock units and stock options, as applicable, within certain prescribed limits to certain eligible persons, other than Section 16 officers. Any awards made by Messrs. L.K. Murdoch, Nallen and Tomsic pursuant to this authority are reported to the Compensation Committee on an annual basis. Further discussion of the processes and procedures for the consideration and determination of the compensation paid to the named executive officers is found in the section titled “Compensation Discussion and Analysis.”

Pursuant to its charter, the Compensation Committee has the sole authority to select, retain, oversee, terminate and approve the fees and other retention terms of any compensation consultants, outside legal counsel and any other experts or advisors as the Committee may deem appropriate in its sole discretion.

The Board has retained Frederic W. Cook & Co., Inc. (“FW Cook”) to advise the Board and the Compensation Committee on its named executive officer and

non-executive

Director compensation practices and framework. FW Cook does not provide any other services to the Company. In February 2024, the Board considered FW Cook’s independence as the compensation consultant to the Board and the Compensation Committee by taking into account, among other things, the factors prescribed by the Nasdaq listing rules. Based on its evaluation, the Board determined that no conflict of interest exists.

Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee consists of Mr. Ryan, who serves as Chair, and Messrs. Abbott, Burck and Hernandez. The primary responsibilities of the Nominating and Corporate Governance Committee are:

•

to manage a succession planning process for the Board, its leadership and its committees;

•

to develop, review and recommend to the Board criteria for identifying and evaluating Director candidates;

•

to review the qualifications of Director candidates according to criteria approved by the Board and set forth in the Statement of Corporate Governance;

•

to maintain procedures for the consideration of Director candidates recommended by the Company’s stockholders;

•

to consider the performance and independence of incumbent Directors in determining whether to nominate them for

re-election;

•

to recommend to the Board nominees for election or

re-election

to the Board at each annual meeting of stockholders or as necessary to fill vacancies and newly created directorships;

•

to advise and make recommendations to the Board on corporate governance matters;

•

to review communications from the Company’s stockholders;

•

to oversee the Company’s stockholder engagement and make recommendations to the Board regarding its involvement in stockholder engagement;

•

to oversee, review and monitor the Company’s efforts on sustainability and corporate social responsibility and related risks, including reporting with respect thereto, and provide guidance to the Board on such matters;

•

to oversee the Company’s business practice and corporate value of zero tolerance for sexual harassment, race discrimination and all other forms of discrimination; and

•

to review and oversee compliance with the Company’s Political Activities Policy, including the annual Political Activities Report.

The Nominating and Corporate Governance Committee also makes recommendations to the Board as to determinations of Director independence and conducts an annual self-evaluation for the Board. During fiscal 2024, the Nominating and Corporate Governance Committee held four meetings.


18				2024 Proxy Statement

CORPORATE CULTURE AND SOCIAL RESPONSIBILITY

The Company delivers the finest in news, sports and entertainment content. We do this by serving all of our stakeholders, from our viewers and creative partners to our employees, distributors and advertisers, in a principled, transparent, respectful and fair manner. We are rooted by lessons learned and legacies built over decades through the energy and ingenuity of many colleagues and leaders. We have defied conventional wisdom and delivered enduring stories and experiences that capture the hearts and minds of audiences.

We undertake our role as a source of news, information, analysis and entertainment as both a responsibility and a privilege. We are purveyors of First Amendment activities and defenders of the U.S. Constitution and its rule of law. Our company will remain steadfast and focused on those core values in building a culture of trust, integrity and ethical behavior. FOX is uncompromisingly committed to being neutral arbiters of timely news, and we consider journalistic independence and editorial integrity to be sacrosanct. Through our opinion programming, we contribute to the marketplace of ideas by providing our audiences with engaging content about virtually everything people care about – from politics to sports, business to health, weather, natural disasters to uplifting stories of courage, hope and humanity. The Company has adopted and published on our website the Standards of Business Conduct and key policies that further integrity and ethics, including our Preventing Harassment, Discrimination and Retaliation Policy, our Insider Trading and Confidentiality Policy, our Supplier and Subcontractor Standards titled “Doing Business with FOX,” our Human Rights Statement, our Political Activities Policy and our Global Anti-bribery and Anti-corruption Policy.

We approach corporate social responsibility as another way to create value — value by investing in our people, our reputation and our brands; value to our colleagues, neighbors and communities; and value in knowing our actions help others and in seeing the impact of our philanthropy. Our fifth annual Corporate Social Responsibility Report was published in August 2024 and is available at

foxcorporation.com

Investment in Our Human Capital Resources

Our workforce is the creative, strategic and operational engine of FOX’s success, and we are committed to developing and supporting our employees. We aim to develop our human capital by recruiting a talented and diverse workforce, offering competitive compensation and benefits, fostering a healthy work-life balance, providing growth and development opportunities, protecting health and safety, fostering workplace civility and inclusion and encouraging our employees to have an impact in their communities.

As of June 30, 2024, we had approximately 10,200 full-time employees. In the ordinary course of our business and consistent with industry practice, we also employ freelance and temporary workers who provide important production and broadcast support services. The vast majority of our workforce is based in the United States, and a portion is unionized. We have posted on our website our Employment Information Report

(EEO-1),

showing the race, ethnicity and gender of our U.S. employees at

foxcorporation.com/

eeo

-1-data

Recruitment and Diversity

Our commitment begins at the highest level of the organization. Our Board requires that minority and female candidates are presented for consideration with each Director vacancy. We believe that the more voices in the room and the more diverse the experiences of our colleagues, the better FOX’s internal culture and external programming are. Our diversity enables us to be more reflective of the audiences we reach and enhances our ability to create news, sports and entertainment programming that serves all viewers across the country.

FOX lists job openings internally and externally because we believe this is one of the best tools to reach the widest and most diverse pool of candidates. We include the salary range in job postings to promote pay transparency and further pay equity. We also collaborate with professional organizations that offer FOX access to talent at recruiting events and conventions. These organizations include:

•

American Corporate Partners;

•

Asian American Journalists Association;

•

National Association of Black Journalists;

•

National Association of Hispanic Journalists;

•

Radio Television Digital News Association;

2024 Proxy Statement

CORPORATE CULTURE AND SOCIAL RESPONSIBILITY

•

The Association of LGBTQ+ Journalists; and

•

U.S.VETS Camo to Careers Program.

We also offer paid internships to build a diverse pipeline of early-career talent and emerging leaders. The FOX Internship Program offers students an exciting opportunity to gain practical experience, participating in real-world projects and seminars on the media industry, technology and professional development. This internship program, which runs for

8-10

weeks three times per year, welcomed approximately 600 students in fiscal year 2024. We are proud that our internship program was listed on Vault’s 2023 “100 Best Internships,” and it was the 2023 Winner of the Interns 2 Pros Internship Program of the Year. We also partner with a variety of organizations that provide media internships for promising students such as the Emma Bowen Foundation, T. Howard Foundation, International Radio and Television Society, Sports Biz Careers, National Association of Broadcasters’ Emerson Coleman Fellowship, UNC Hussman School of Journalism and Media’s Chuck Stone Program for Diversity Education and Media and the Entertainment Industry College Outreach Program.

Additionally, FOX has established and put into action numerous early career training initiatives aimed at equipping promising individuals with vital job skills and career advancement opportunities. These initiatives are instrumental in cultivating a reservoir of our future leadership, many of whom are from underrepresented backgrounds. Notable examples include:

•

FOX Ad Sales Fast Future Initiative (“FFI”): Launched in 2021, this

six-month

career development program offers FOX Ad Sales team members resources and experiences designed to equip tomorrow’s leaders with skills they can implement today. FFI nurtures a sense of community, propels career growth and offers opportunities to engage with industry experts. FOX Ad Sales celebrated the graduation of its third cohort in early 2024.

•

FOX News Multimedia Reporters: This program positions qualified candidates across the country to shoot, produce, edit and report content for FOX News Media platforms. After two years of ongoing development and mentorship, reporters are positioned to become stronger journalists in the field.

•

FOX Sports Professional Development Program: This program prepares production team leaders with skills for the unique sports production environment, such as communication and influence in the control room under short deadlines.

•

FOX Television Stations Sales Training Program: This program was created to develop and mentor the next generation of diverse and motivated sales professionals for FOX Television Stations. Trainees participate in both intensive classroom study of all aspects of the television station advertising sales business and shadowing of FOX Television Stations sales account executives.

•

FOX Writers Incubator Initiative: This FOX Entertainment program, which welcomed its first class in 2022, nurtures and trains talented writers with diverse voices, backgrounds and life experiences. Writers work intensively on their scripts with the support of established writers, executives, directors and producers across all genres (comedy, drama, animation, etc.).

Employee Compensation and Benefits

We are proud to invest in our people through competitive pay and comprehensive benefits designed to attract, motivate and retain our talent. Providing equal pay for equal work, without regard to race, gender or other protected characteristics, is an imperative at FOX. We link our more senior employees’ pay to corporate performance through annual incentive compensation awards. Other employees may be eligible for other long-term incentives depending on their business unit and level/role.

FOX also provides generous benefits that support the health, wellness and financial stability of our employees and their families. Full-time employees are eligible for medical insurance through a choice of several plans, in which employees also may enroll family members, including domestic partners and their children. Many employees benefit from the convenience of covered telemedicine visits as well as virtual primary care services. In addition, we provide vision and dental insurance, which includes coverage for adult orthodontic care. Our coverage is generous, with employee contributions and costs more favorable than national averages according to a 2023 Mercer LLC survey. Eligible employees may participate in flexible spending accounts, health savings accounts, and qualified transportation expense accounts. We also provide employees with a health advocate service, with experts who support employees and their eligible family members in navigating a wide range of health and insurance-related issues.

Additional benefits FOX provides to eligible employees include paid company holidays, floating holidays, vacation, sick and safe time, life insurance, accidental death and dismemberment insurance, business travel accident insurance, salary replacement for up to 26 weeks of short-term disability, basic long-term disability insurance, charitable gift matching, cybersecurity and malware protection for personal devices and an employee assistance program that offers onsite counseling in our New York and Los Angeles worksites, as well as smoking cessation and weight management programs. The FOX 401(k) Savings Plan provides employees with a company contribution, and it offers a company match, Roth and

post-tax

contribution


20				2024 Proxy Statement

CORPORATE CULTURE AND SOCIAL RESPONSIBILITY

options and

catch-up

contributions. Freelance employees who work a minimum number of hours are also eligible for a medical, dental and vision plan, as well as our FOX 401(k) Savings Plan and the health advocate service. Finally, FOX also offers employees group discounts in various voluntary benefits such as critical illness insurance, group universal life insurance, auto and home insurance, access to legal services, pet insurance, supplemental long-term disability insurance and student loan refinancing.

Employee Wellness and Workplace Flexibility

We believe offering our employees the tools necessary for healthy work-life balance and overall wellness empowers them to thrive in our modern workforce. To that end, FOX allows eligible individuals the opportunity to work on a partially remote (i.e., “hybrid”) or fully remote basis in appropriate circumstances.

Our parental leave policy allows eligible new parents to bond with their children for a substantial period with full pay, and our workplaces have lactation rooms for our new mothers. We provide onsite subsidized childcare to full-time employees at the Los Angeles FOX Child Care Center. In addition, we offer up to 40 days of backup child, adult, elder and

return-to-work

care. Starting in 2022, we added backup pet care and online academic help with homework and tutors for all ages. In addition, we have onsite fitness centers in our New York and Los Angeles worksites.

In 2024, FOX expanded its partnership with the National Alliance on Mental Illness (“NAMI”) to provide additional mental health resources to employees. Through the collaboration within the

NAMI-NYC

Workplace Mental Health Collaborative, FOX leadership gains access to an array of organizational best practices. Throughout the year, FOX employees engaged in multiple training sessions, endorsed by research and peer-reviewed studies, such as the “Beyond Burnout” course which provided strategies to build resilience, maintain mental well-being, and protect against workplace burnout. NAMI has tailored training for FOX, focusing on managing workplace crises and trauma. The program, beneficial for all staff levels, provides essential best practices and coping strategies to maintain mental health, promote staff safety, and support uninterrupted business operations.

Learning and Development

FOX offers employees multiple learning and development programs, including tuition reimbursement, management and leadership development, online and

on-demand

e-learning,

live webinars and assessment tools. Our annual MentorMatch program provides junior employees with the tools and resources to grow their careers through relationship-building and networking. We also identify key individuals for ongoing talent management, retention and succession planning. Within FOX News Media and FOX Television Stations, we deliver specialized training on the First Amendment, defamation, privacy, infringement and other newsgathering and reporting topics to educate employees on these principles and provide advice on best practices.

Health and Safety

FOX is committed to protecting the health, safety and work environment of our employees, clients and neighbors. Our Environment, Health and Safety (“EHS”) Program manages risks by implementing proactive, practical and feasible controls into daily work activities, as appropriate. Employees receive health and safety training orientations and have access to several workplace safety programs and resources. The program works to continuously improve performance through preventive measures, as well as efforts to correct hazards or dangerous conditions and minimize the environmental impact of our activities. The

day-to-day

management of FOX’s EHS Program, sustainability initiatives and compliance is overseen by our President and General Manager, Studio Operations and implemented by our dedicated EHS team.

Moreover, FOX has a Global Security team that oversees the Company’s security and emergency response efforts as well as emergency planning and preparedness. The team proactively monitors, reports and responds to potential and actual threats to people, physical assets, property, as well as productions and events, using a number of tools, including advanced technology, active training programs and risk assessment and management processes.

Workplace Civility and Inclusion

Trust begins in the workplace every single day. We are committed to fostering a working environment of trust for our colleagues, in which people do their best work. Harassment, discrimination, retaliation and threats to health and safety all undermine our working environment of trust and make it harder for people to excel. Therefore, it is our policy to provide a safe work environment free from this or any other unlawful conduct.

Creating and maintaining an environment free of discrimination and harassment begins at the highest leadership level of the Company and we have focused on embedding this commitment throughout our policies and practices. The FOX Standards of Business Conduct and the Preventing Harassment, Discrimination and Retaliation Policy, which are posted on our website, create our framework for addressing complaints and taking remedial measures as needed. These policies offer multiple

2024 Proxy Statement

CORPORATE CULTURE AND SOCIAL RESPONSIBILITY

complaint channels, including a third-party managed hotline that allows for anonymous reporting of concerns. In addition, all new hires must complete training on the Preventing Harassment, Discrimination and Retaliation Policy, as well as compliance and business ethics, and existing employees must complete the training periodically.

FOX also has several employee-driven Employee Resource Groups (“ERG”) formed around shared identity, interests or pursuits for the purpose of advancing careers, encouraging a more respectful workplace community and fostering a sense of belonging. All FOX colleagues are welcome to join or participate in any or multiple ERGs. Opportunities are also available for colleagues to impact their personal and professional development by becoming an ERG board member. They include:

•

ABLE — committed to breaking the stigma around seen and unseen disabilities and supporting our FOX colleagues, and those affected by them, through education, advocacy and allyship;

•

ACE (Asian Community Exchange) — serves Asian Americans at FOX and their allies by advancing their members, championing their stories and empowering their communities;

•

BLK+ — celebrates the intersectionality of our Black colleagues across the diaspora of FOX and seeks to build community through programming and professional development;

•

HOLA (Hispanic Organization for Leadership and Advancement) — develops Hispanic leaders, enriches FOX’s diverse culture and drives positive impact for Hispanic employees at FOX and their allies;

•

PRIDE — cultivates community among FOX’s LGBTQ+ colleagues and allies and supports causes important to the LGBTQ+ community;

•

VETS — committed to the community of veterans, current service members, military supporters and military spouses employed at FOX by embracing four core values – Community, Appreciation, Connection & Education;

•

WiT (Women in Tech) — attracts, empowers and connects women technologists and amplifies their impact at FOX; and

•

WOMEN@FOX — committed to developing female leadership at all levels and fostering a culture where all women thrive.

Maintaining a work environment where employees can thrive, advance and feel included is one of our top priorities at FOX.

As a result of these and other efforts, many outside organizations have recognized FOX for our deep commitment to inclusion and diversity. For example:

•

DiversityComm once again recognized FOX as a Top Hispanic, Black and Women Employer and as a Top LGBTQ+ Friendly Company for 2024;

•

FOX was appointed to the Military Friendly

Employer list again for 2024 and named a Military Friendly

Brand; FOX also was rated a

4-Star

Employer by VETS Indexes; and

•

FOX was named to Disability Equality Index’s “Best Places to Work for Disability Inclusion” list for 2024, continuing year-over-year recognition as a top scoring employer.

Community

Impact

The dedication of FOX team members to their local communities is profoundly exhibited by their active participation. This is particularly visible within the scope of our charitable initiative, FOX Forward, which embodies our commitment through volunteerism, skill sharing and support of meaningful causes. FOX employees offer significant support to a variety of community

non-profit

organizations, aid for veterans, educational institutions and families facing hardships. We seek to motivate our employees to invest their time and resources in institutions that drive positive changes. Throughout fiscal year 2024, the various FOX businesses collectively propelled our philanthropic efforts to realize an impressive impact, contributing over $9.5 million to diverse communities.

During the fiscal year, FOX supported military veterans, active-duty military, first responders and their families by partnering with U.S.VETS to champion their Make Camo Your Cause campaign, awarding the first two FOX Pat Tillman Veterans Center scholarships to Cronkite School of Journalism and Media Communications student veterans and presenting grants to caretakers of veterans through the Elizabeth Dole Foundation’s Hidden Heroes program. Additionally, FOX committed $2 million to Tunnel to Towers’ Foundation Homeless Veteran Program, which will fund housing and supportive services for American veterans experiencing homelessness.

FOX continued to serve as an Annual Disaster Giving Program partner for the American Red Cross while also making additional donations to their Hawaii Wildfires and Hurricane Idalia relief efforts. Along with FOX viewer contributions, over $3 million in aid supported these relief efforts.


22				2024 Proxy Statement

CORPORATE CULTURE AND SOCIAL RESPONSIBILITY

The growth of our FOX For Students program continued as we renewed our commitment as a Founding Partner of the Roybal Film and Television Production Magnet Program doubling our financial commitment to the school and its mission to build an inclusive pipeline to

below-the-line

career paths in the entertainment industry through education and real-life experience. FOX holiday giving programs raised over $500,000 in November and December of 2023 for

non-profit

organizations across the country, including the Los Angeles Regional Food Bank, New York Cares, Boys & Girls Clubs of America and the National Alliance on Mental Illness, providing meals, coats, holiday gifts and mental health resources for those in need. FOX supported communities experiencing food insecurity through multiple organizations such as Feeding America, Northwest Harvest and Capital Area Food Bank resulting in over 270,000 meals served.

As part of the Company’s commitment to give back to the communities in which its employees live and work, our FOX Giving program matches contributions made by regular full-time employees to eligible

non-profit

organizations, dollar for dollar, up to a total of $1,000 per fiscal year when submitted through the FOX Giving platform. We also track and reward employee volunteer hours with the opportunity to earn up to $1,000 per year that employees may direct to charities through the program. Over the course of the fiscal year, across all FOX businesses, contributions through FOX Giving exceeded $1.5 million.

Additionally, FOX provides invaluable

in-kind

support through public service announcements and editorial coverage for

non-profit

organizations such as the Special Olympics, the USO and Stand Up to Jewish Hate, while also creating further impact in our communities through efforts such as FOX Sports Supports’ Gamechanger Fund, FOX Entertainment’s #TVForAll, FOX Television Stations’ Holiday Community Giving Campaigns and FOX News Media’s support of the First Responders Children’s Foundation and Tunnel to Towers Foundation.

2024 Proxy Statement

PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to stockholder ratification, the Audit Committee has selected Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm to audit the books and accounts of the Company for the fiscal year ending June 30, 2025. EY has audited the books and records of the Company since the fiscal year ended June 30, 2018. A representative of EY is expected to be present at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if the representative desires to do so.

The Board unanimously recommends a vote “FOR” the proposal to ratify

Ernst & Young LLP as the Company’s independent registered public

accounting firm for the fiscal year ending June 30, 2025.

Fees Paid to Independent Registered Public Accounting Firm

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. Accordingly, the Audit Committee has appointed EY to perform audit and other permissible

non-audit

services for the Company and its subsidiaries. The Company has formal procedures in place for the

pre-approval

by the Audit Committee of all services provided by EY. These

pre-approval

procedures are described below under “Audit Committee

Pre-Approval

Policies and Procedures.”

The description of the fees for professional services rendered to the Company and its subsidiaries by EY for the fiscal years ended June 30, 2024 and June 30, 2023 is set forth below.


	Fiscal 2024		Fiscal 2023
Audit Fees (1)	$	12,327,000	$	11,516,000
Audit-Related Fees (2)	$	455,000	$	657,000
Tax Fees (3)	$	653,000	$	709,000
All Other Fees	$	—	$	—
Total Fees	$	13,435,000	$	12,882,000

(1)

Audit fees include: fees rendered in connection with the annual audit of the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2024 and June 30, 2023; the audit of internal control over financial reporting as of June 30, 2024 and June 30, 2023 (as required by Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”)); reviews of the Company’s unaudited condensed consolidated interim financial statements included in the Company’s regulatory filings; statutory and separate subsidiary audits; and other services normally provided by the independent registered public accounting firm in connection with regulatory filings.

(2)	Audit-related fees principally relate to employee benefit plan audits and due diligence related to mergers and acquisitions.

(3)	Tax fees include fees for various tax consultations.

Audit Committee

Pre-Approval

Policies and Procedures

The Audit Committee has established policies and procedures under which all audit and

non-audit

services performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit Committee. The Audit Committee’s policy provides for

pre-approval

of audit, audit-related, tax and certain other services specifically described by the Audit Committee on an annual basis. In addition, individual engagements anticipated to exceed

pre-established

thresholds, as well as certain other services, must be separately approved. The policy also provides that the Audit Committee can delegate

pre-approval

authority to any member of the Audit Committee provided that the decision to

pre-approve

is communicated to the full Audit Committee at its next meeting. The Audit Committee has delegated this responsibility to the Chair of the Audit Committee. Management has also implemented internal procedures to ensure compliance with this policy. As required by the Sarbanes-Oxley Act, all audit and

non-audit

services provided in the fiscal years ended June 30, 2024 and June 30, 2023 have been pre-approved by the Audit Committee in accordance with these policies and procedures. The Audit Committee also reviewed the

non-audit

services provided by EY during the fiscal years ended June 30, 2024 and June 30, 2023, and determined that the provision of such

non-audit

services was compatible with maintaining the auditor’s independence.


24				2024 Proxy Statement

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act or the Exchange Act or incorporated by reference in any document so filed.

In accordance with its written charter, the Audit Committee assists the Board in its oversight of:

•

the integrity of the Company’s financial statements and the Company’s financial reporting processes and systems of internal control;

•

the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters;

•

investigations into complaints concerning financial matters;

•

the Company’s policies and practices with respect to risk assessment and risk management, including with respect to cybersecurity and the use of artificial intelligence, and oversight of the Company’s major financial and other risk exposures and the steps taken to monitor and control them, and provides guidance to the Board on such matters;

•

the review, approval and ratification of transactions with related parties; and

•

the content and operation of the Company’s Ethics and Compliance Program, including the Company’s Standards of Business Conduct.

The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the Board. Management has the primary responsibility for the preparation of the Company’s financial statements and the reporting process, including the system of internal control over financial reporting. The independent registered public accounting firm has the responsibility for the audit of those financial statements and internal control over financial reporting. The Audit Committee is directly responsible for the appointment and oversight of our independent registered public accounting firm, including review of their qualifications, independence and performance and their compensation.

A discussion of the Audit Committee’s composition is included in this proxy statement in the section titled “Committees and Meetings of the Board of Directors.”

In discharging its oversight responsibility as to the audit process, the Audit Committee (i) obtained from the independent registered public accounting firm a report describing all relationships between the independent registered public accounting firm and the Company that might bear on the independent registered public accounting firm’s independence and affirming its independence consistent with applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, (ii) discussed with the independent registered public accounting firm, which documented the discussion, any relationships that may impact the firm’s objectivity and independence, and (iii) considered whether the

non-audit

services provided to the Company by EY are compatible with maintaining the accountants’ independence. The Audit Committee reviewed with both the independent registered public accounting firm and the corporate auditors their identification of audit risks, audit plans and audit scope. The Audit Committee discussed with management, the independent registered public accounting firm and the corporate auditors the corporate audit function’s organization, responsibilities, budget and staffing.

The Audit Committee also discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing standards, including those described in Auditing Standards No. 1301, “Communication with Audit Committees,” as adopted by the Public Company Accounting Oversight Board. The Audit Committee met with the independent registered public accounting firm and the corporate auditors, both with management present and separately with each in private sessions without management present, to discuss and review the results of the independent registered public accounting firm’s audit of the financial statements, including the independent registered public accounting firm’s evaluation of the accounting principles, practices and judgments applied by management, the results of the corporate audit activities and the quality and adequacy of the Company’s internal controls.

The Audit Committee discussed the interim financial information contained in each of the Company’s Quarterly Reports on Form

10-Q

and quarterly earnings announcements with Company management and the independent registered public accounting firm. The Audit Committee also reviewed the audited financial statements of the Company as of and for the fiscal year ended June 30, 2024 with management and the independent registered public accounting firm.

2024 Proxy Statement

REPORT OF THE AUDIT COMMITTEE

The Audit Committee met with members of management, the independent registered public accounting firm and the corporate auditors to review the fiscal 2024 certifications provided by the Chief Executive Officer and the Chief Financial Officer under the Sarbanes-Oxley Act, the rules and regulations of the SEC and the overall certification process. At these meetings, management reviewed with the Audit Committee each of the Sarbanes-Oxley Act certification requirements including whether there were any (i) significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (ii) fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal control over financial reporting.

The Audit Committee also reviewed any anonymous complaints received through the Alertline reporting system to assist the Audit Committee in administering the anonymous complaint procedures outlined in the Company’s Standards of Business Conduct. The Sarbanes-Oxley Act required the Audit Committee to establish procedures for the confidential submission of employee concerns regarding questionable accounting, internal controls or auditing matters.

Based on the above-mentioned review and discussions with management, the independent registered public accounting firm and the corporate auditors, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form

10-K

for the fiscal year ended June 30, 2024, for filing with the SEC.

The Audit Committee annually reviews the independent registered public accounting firm’s independence and performance in connection with the Audit Committee’s determination of whether to retain EY or engage another firm. In the course of these reviews, the Audit Committee considers, among other things, such factors as:

•

EY’s historical and recent performance on the Company’s audit;

•

an analysis of EY’s known legal risks and significant proceedings;

•

external data relating to audit quality and performance, including recent Public Company Accounting Oversight Board reports on EY;

•

the appropriateness of EY’s fees for audit and

non-audit

services (for additional information on fees paid to EY please see “Proposal No. 2, Ratification of Selection of Independent Registered Public Accounting Firm”);

•

EY’s tenure as our independent registered public accounting firm, and its familiarity with our operations and businesses, accounting policies and practices and internal control over financial reporting (EY has audited the books and records of the Company since the fiscal year ended June 30, 2018);

•

EY’s industry expertise;

•

EY’s independence; and

•

the impact to the Company of changing auditors.

In accordance with the SEC rules and EY’s policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to our Company. For lead partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s lead partner pursuant to this rotation policy involves meetings between the Chair and members of the Audit Committee and the candidate for the role, as well as a discussion by the full Audit Committee and with management.

Based on the above-mentioned review, the Audit Committee believes that it is in the best interests of the Company and its stockholders to retain EY to serve as our independent registered public accounting firm.

Accordingly, the Audit Committee also recommended the reappointment, subject to stockholder ratification, of EY as the Company’s independent registered public accounting firm, and the Board concurred in such recommendation.

THE AUDIT COMMITTEE:

Roland A. Hernandez (Chair)

Chase Carey

Margaret “Peggy” L. Johnson


26				2024 Proxy Statement

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Arrangements between the Company and Directors or Director-Related Persons or Entities

Directors of the Company and Directors of the Company’s related parties, or Director-related entities, from time to time conduct transactions with subsidiaries of the Company that occur within a normal employee, customer or supplier relationship on terms and conditions that are believed to be no more favorable than those with which it is reasonable to expect such subsidiary would have approved if dealing with the Director or Director-related entity in the ordinary course of business. Such transactions are subject to the Audit Committee’s procedures as described below.

In fiscal 2024, a subsidiary of Fox Corporation entered into an arrangement in the ordinary course of business with 110% Content Limited (“110% Content”) for development services related to an unscripted development project and potential production and for which the Company has paid 110% Content $883,000. 110% Content is a television production company where Ms. Elisabeth Murdoch serves as a director and in which she is a minority shareholder. Ms. Murdoch is the sister of Mr. L.K. Murdoch, Executive Chair and Chief Executive Officer of the Company and the daughter of Mr. K.R. Murdoch, Chairman Emeritus of the Company.

Policy for Evaluating Related Party Transactions

The Audit Committee has established written procedures for the review, approval or ratification of related party transactions. Pursuant to these procedures, the Audit Committee reviews and approves (i) all related party transactions when and if required to do so by applicable rules and regulations, (ii) all transactions between the Company or any of its subsidiaries and any of the Company’s executive officers, Directors, Director nominees, Director emeriti or any of their immediate family members and (iii) all transactions between the Company or any of its subsidiaries and any security holder who is known by the Company to own more than 5% of any class of the Company’s voting securities or any immediate family members of such security holder, other than transactions (i) that have an aggregate dollar amount or value of less than $120,000 (either individually or in combination with a series of related transactions) or (ii) where a related party has an indirect interest solely as a result of being (a) a Director or, together with all other related parties, a less than 10% beneficial owner of an equity interest in another entity, or both, or (b) a limited partner in a partnership in which the related party, together with all other related parties, has an interest of less than 10%. All of the transactions described in this section that are subject to the Audit Committee’s policies and procedures described above are reviewed and approved or ratified by the Audit Committee of the Board in accordance with such policies and procedures.

2024 Proxy Statement

PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

As required pursuant to Section 14A of the Exchange Act, the Company provides our stockholders the opportunity to vote, on an advisory, nonbinding basis, on whether to approve named executive officer compensation.

As described in detail in the “Compensation Discussion and Analysis,” the Compensation Committee seeks to closely align the interests of our named executive officers with the interests of the Company’s stockholders. The Company’s executive compensation program is designed to attract, retain and motivate top executive talent, and support both short-term and long-term value creation for stockholders.

The Board recommends that stockholders indicate their support for the Company’s compensation of its named executive officers. The vote on this resolution, commonly known as a “say on pay” resolution, is not intended to address any specific element of compensation but rather the overall named executive officer compensation program as described in this proxy statement. Although this vote is advisory and not binding on the Company or the Board, the Compensation Committee, which is responsible for developing and administering the Company’s executive compensation philosophy and program, will consider the results as part of its ongoing review of the Company’s executive compensation program.

Accordingly, we ask our stockholders to vote on the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the fiscal year ended June 30, 2024 Summary Compensation Table and the other related tables and disclosure.”

The Board unanimously recommends an advisory vote “FOR” the

approval of the compensation of our named executive officers.


28				2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

Fiscal 2024 represented a transition year for FOX. Following 71 years of leadership of the Company and its predecessors, Mr. K.R. Murdoch retired from his position as the Company’s Chair and was appointed Chairman Emeritus of the Board. In addition, the Company welcomed Adam Ciongoli as our new Chief Legal and Policy Officer, replacing Mr. Dinh who now serves as Special Advisor. The Board and the Compensation Committee continue to ensure FOX is led by an accomplished group of senior executives, who each have significant cross-functional responsibilities and perform multiple roles, to manage the growth of one of the country’s leading news, sports and entertainment companies in a fast-changing competitive environment. The Board and Compensation Committee believe that the leadership, talent, collective knowledge and breadth of expertise of our named executive officers will build upon Mr. K.R. Murdoch’s legacy and contribute to the Company’s continued success as it embarks upon this new chapter.

This Compensation Discussion and Analysis, together with the tables and accompanying descriptions that follow, provides a comprehensive explanation of our compensation design principles and the compensation awarded to or earned by the individuals listed below, who are our named executive officers for fiscal 2024:

•

Mr. L.K. Murdoch, the Company’s Executive Chair and Chief Executive Officer, was a 21CF director for 25 years and had served 21CF in a number of executive roles from 1994 to 2005, as well as Executive Chairman since 2015 and

Co-Chairman

from 2014 to 2015. In addition, he has led a number of international and domestic media companies. With his wealth of knowledge regarding the Company’s operations and the media industry, Mr. L.K. Murdoch supervises all strategic, operational and corporate decisions and oversees the Company’s portfolio of news, sports and entertainment assets in addition to leading our Board.

•

Mr. Nallen, the Company’s Chief Operating Officer, has been employed by the Company and its predecessors for 30 years. He previously served as 21CF’s Chief Financial Officer for six years and as an Executive Vice President and Deputy Chief Financial Officer of 21CF for 12 years, overseeing various functional areas, including corporate finance, tax, internal audit, and planning and analysis. He currently oversees the Company’s finance, strategy, business development, distribution, real estate and human capital functions.

•

Mr. Tomsic, the Company’s Chief Financial Officer, has been employed by the Company and its predecessors for 22 years. He previously served as Deputy Chief Financial Officer of 21CF for two years. He currently oversees all of our corporate and operational finance activities, including capital markets and merger and acquisition transactions, treasury, risk management, tax, financial planning and analysis, accounting and external reporting.

•

Mr. Ciongoli, the Company’s Chief Legal and Policy Officer, has been employed by the Company since December 2023. He previously served as Executive Vice President, General Counsel and Chief Sustainability, Corporate Responsibility and Governance Officer at Campbell Soup Company where he was also a member of the Operating Committee. He currently oversees all legal, compliance, and regulatory matters and directs government affairs.

•

Mr. K.R. Murdoch, the Company’s former Chair, led the Company and its predecessors for 71 years. Mr. K.R. Murdoch has been the driving force behind the evolution of the Company from the single, family-owned Australian newspaper he took over in 1953 to the global public media and entertainment company that was 21CF and that, through his vision and efforts, he transformed into the focused news, sports and entertainment company that is FOX today. With his invaluable knowledge and expertise regarding the Company’s businesses, Mr. K.R. Murdoch provided broad strategic vision, actively advised on capital allocation and key operational decisions, and fostered an entrepreneurial culture throughout the Company. In addition, as Executive Chair of Fox News Media, Mr. K.R. Murdoch vigorously drove brand extensions, digital enhancements and expanded newsgathering to power recent multi-platform growth on top of sustained ratings leadership at FOX News. His unique global perspectives also provided valuable insights to the Board and the Company’s leadership. On November 17, 2023, Mr. K.R. Murdoch stepped down as Chair and was appointed Chairman Emeritus of the Board.

•

Mr. Dinh, the Company’s former Chief Legal and Policy Officer, was employed by the Company and its predecessors for five years and previously served as a director of 21CF for 14 years. He led all legal, compliance and regulatory matters and oversaw government relations and public affairs. On August 11, 2023, the Company announced that Mr. Dinh would be transitioning from Chief Legal and Policy Officer to Special Advisor, effective December 31, 2023, and will serve as a Special Advisor to the Company for two years.

2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Design Principles

The Compensation Committee evaluates the compensation program for our named executive officers with the aim of (a) creating a holistic program to align the interests of our named executive officers with those of our stockholders, (b) maintaining the Company’s competitive position as a

best-in-class

employer and (c) encouraging retention of key talent who are uniquely positioned to drive performance and deliver results for our key stakeholders. In light of these goals, the Compensation Committee designs compensation applicable to our named executive officers in accordance with the following principles:

Drive performance without encouraging unnecessary or excessive risk-taking

•

A major portion of target compensation of our named executive officers is variable and performance-based.

•

Our compensation program features a balanced combination of annual and long-term elements along with fixed and performance-based components.

•

We cap payouts for annual and long-term performance-based incentives and incorporate risk mitigation features into our compensation program.

Ensure policies and practices support long-term value creation for stockholders

•

Performance-based compensation is the biggest element of our named executive officers’ annual pay.

•

Long-term performance-based incentives awarded to our named executive officers are based on challenging three-year performance objectives.

•

We maintain robust stock ownership guidelines for named executive officers and

non-executive

Directors.

•

We regularly review stock utilization and overhang.

Structure packages to attract, retain and motivate top executive talent

•

We compete to recruit and retain executives against a relatively small number of large, complex, diversified and publicly traded broadcasting, cable and satellite, and entertainment companies.

•

Our goal is to provide compensation packages that are competitive with prevailing practices in our industry.

Follow compensation best practices

•

We closely link pay to performance.

•

We use diversified performance metrics and set rigorous short- and long-term goals for our executives.

•

We maintain a clawback policy covering performance-based compensation that goes beyond the SEC rules and Nasdaq listing standards.

Prohibit activities inconsistent with stockholder interests

•

We do not provide any “single trigger” change in control severance benefits.

•

We do not pay excise tax

gross-ups

associated with change in control benefits.

•

We do not pay dividends on unvested equity awards.

•

We prohibit all of our Directors and employees, including our named executive officers, from engaging in short sales of FOX securities and investing in

FOX-based

derivative securities.

•

We prohibit all of our Directors and employees, including our named executive officers, from pledging any FOX securities they hold directly, hedging any FOX securities they hold directly or indirectly, or hedging or pledging equity compensation.


30				2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

In adherence to these compensation design principles, the significant majority of fiscal 2024 compensation for our named executive officers is at risk, as follows:



Average of the Named Executive Officers as a Group	Percentage of Target Direct Compensation	At Risk?	Rationale

Base Salary	19%	No	Attract and retain quality executive talent

Annual Incentive	32%	Yes	Motivate achievement of pre-specified annual goals

Performance-based Stock Units	12%	Yes	Drive the achievement of: (1) long-term (three-year) operational, strategic goals that promotes the creation of sustainable stockholder value, and (2) relative stockholder return

Performance Stock Options	12%	Yes	Incentivize sustained share price growth by having the award vest only if FOX’s stock price achieves pre-specified goals; the value of the award increases in line with incremental stockholder value creation

Restricted Stock Units	25%	Yes	Support retention and the alignment of interests with long-term stockholders

Total Direct Compensation	100%	81%	81% of our named executive officers’ Total Direct Compensation is at risk, and 85% of our CEO’s Total Direct Compensation is at risk, meaning that realizable pay is conditioned on the achievement of short-and long-term goals

The table above represents amounts approved by the Compensation Committee for fiscal 2024 for our ongoing named executive officers (Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli) and does not take into consideration amounts paid to Mr. K.R. Murdoch in connection with his retirement and Mr. Dinh in connection with his transition. The aggregate cost of our fiscal 2024 target total direct named executive officer compensation (calculated with respect to our ongoing named executive officers) is approximately the 34

percentile of our Peer Group (as defined below), which the Compensation Committee believes appropriately balances our need to engage an elite group of executives and our need to provide value to our stockholders. For further information, please see “Use of Information on Peer Companies and Industry Trends” below.

Fiscal 2024 Business and Management Review

During the fiscal year, FOX continued to reach and, in some cases, exceed its strategic goals, all pursuant to its fundamental priorities 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 2024 highlights include:

•

FOX News finished fiscal 2024 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the eighth consecutive year. In addition, FOX News continued as the

top-rated

national cable news channel in Monday to Friday primetime viewing. For the fiscal year, FOX News delivered primetime total viewership that beat the viewership of its closest cable news channel competitors and delivered ratings that were comparable to ratings delivered by the four broadcast networks. FOX Business finished as the most-watched business network among total business day viewers during fiscal 2024. Additionally, FOX News Media continued to enhance its digital footprint through the FOX Nation SVOD service and the FOX Weather FAST service, which doubled its total view time (the total number of hours watched) compared to the prior year. FOX News Digital remained the most-engaged brand in digital news, leading in total views, minutes spent and social interactions in fiscal 2024.

•

FOX Sports was the industry leader in live events for the fifth consecutive calendar year with over 250 billion minutes of live sports viewing on the FOX Network. During the fiscal year, the NFL regular season on FOX averaged 19 million viewers, while the three NFC postseason games on FOX averaged 45 million viewers, including the most-watched NFC Championship game in over a decade. FOX’s

America’s Game of the Week

attracted its largest audience since 2015 and ranked as the #1 program in all of television for the 15th straight year among Adults

18-49.

FOX aired the most-watched college football, men’s college basketball and women’s college basketball games across the regular season. The

2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

University of Michigan versus The Ohio State University football game on FOX was the most-watched college football regular-season game on any network since 2011 and the most-watched regular season college football game in FOX Sports history. FOX’s

Big Noon Saturday

continued as the #1 game window in all of college football. During the fiscal year, FOX also broadcast the 2023 FIFA Women’s

World Cup

, where the U.S. versus the Netherlands match on FOX set the record as the most-watched Women’s

World Cup

match on U.S. English language television.

In addition, FOX Sports, along with its partner, broadcast the inaugural season of the United Football League (or UFL) professional spring football league.

•

18-49

demographic, the FOX Network also featured the season’s #1 new entertainment program with the

FOX-owned

animated comedy

Krapopolis

, launched the #1 game show with

The Floor

, and once again presented television’s top cooking competition series with Gordon Ramsay’s

Next Level Chef

Hell’s Kitchen

MasterChef Junior

and

Kitchen

Nightmares

. In addition, FOX Entertainment studios

co-produced

original content for third parties, such as Prime Video’s animated hit

Hazbin

Hotel

, as well as original content collaborations with Disney/Hulu, Netflix, Apple, Hallmark, Tubi, TelevisaUnivision and platforms worldwide.

•

FOX Television Stations remains a leader in local news coverage, producing over 1,200 hours of local news coverage each week across 18 markets, including 14 of the top 15 DMAs. During the fiscal year, FOX Television Stations grew and enhanced its digital offerings through the expansion and success of the FOX Local Extension (FLX) digital advertising platform as well as the continued rollout of local news content on connected televisions and FAST services in a number of markets. FOX Television Stations’ total view time through connected televisions for the period of March 2024 through June 2024 was approximately four times higher compared to the same period in the prior year. These initiatives led to Fox Television Stations digital advertising revenue growth of approximately 20% as compared to the prior fiscal year.

•

The Gauge

on-demand

library, with the launch of over 60 sports, entertainment and local news channels to bring its total offering to over 280 channels as of the end of fiscal 2024.

•

The Company generated healthy affiliate fee revenue growth of 4% due to higher average rates per subscriber and fees received from television stations that are affiliated with the FOX Network. Additionally, the Company’s key networks continue to be distributed on all major virtual MVPD services, reflecting the highly coveted nature of the Company’s content.

•

Use of Information on Peer Companies and Industry Trends

A competitive compensation program is essential to attract and retain talented executives with the requisite skills and experience to successfully manage the Company’s businesses. The Company competes against a relatively small number of large, complex, diversified and publicly traded broadcasting, cable and satellite, and entertainment companies. The Compensation Committee considers the compensation practices of a peer group of companies (the “Peer Group”), FOX’s performance relative to the performance of members of the Peer Group, as well as evolving broad market practices to ensure that it remains informed of current developments when making compensation decisions. Because of the complex mix of


32				2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

industries and markets in which the Company operates, the Compensation Committee does not target any element of compensation or total compensation to a specific level relative to the Peer Group. The goal of the Compensation Committee is to provide total compensation packages that are competitive with prevailing practices in our industry and are reflective of FOX’s performance in our industry relative to the Peer Group.

The Compensation Committee, with advice from FW Cook, its independent compensation consultant, annually reviews the Peer Group and approves updates to its composition as necessary to better reflect the Company’s competitive landscape and account for any corporate changes and reorganizations among members of the Peer Group as well as changes in relative size. For fiscal 2024, no changes were made to the Peer Group, which consisted of AMC Networks Inc., Charter Communications, Inc., Comcast Corporation, Liberty Global plc, Live Nation Entertainment, Inc., Netflix, Inc., Nexstar Media Group, Inc., Paramount Global, Sinclair Broadcast Group, Inc., Sirius XM Holdings, Inc., Warner Bros. Discovery, Inc. and The Walt Disney Company. When reviewing and approving the fiscal 2024 base salary, target

non-equity

incentive compensation and target long-term incentive compensation for our named executive officers, the Compensation Committee considered the compensation practices of the Peer Group.

In addition, the Compensation Committee considered the cost to FOX for the compensation provided to our named executive officers in the aggregate, relative to the aggregate cost of the named executive officers of our Peer Group. In light of FOX’s unique named executive officer structure, the cross-functional roles assumed by each named executive officer and the significant tenure and history of many of our named executive officers, the Compensation Committee believes that evaluating the aggregate cost of compensation paid to our named executive officers relative to the aggregate cost borne by Peer Group companies appropriately assesses FOX’s compensation expenditures while avoiding comparisons among individual named executive officers that may not align with their roles or contributions to our business. While the Compensation Committee does not target the aggregate cost of named executive officer compensation to a specific range within the Peer Group, the aggregate cost of our fiscal 2024 target total direct named executive officer compensation (calculated with respect to our ongoing named executive officers (Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli) is approximately the 34

percentile of our Peer Group, which the Compensation Committee believes appropriately balances our need to recruit, retain and motivate an elite group of executives and our need to provide value to our stockholders.

Elements of Compensation

The key elements of our executive compensation program for our named executive officers are (1) base salary; (2) annual incentive compensation that is based on an evaluation of Company, individual and group performance; (3) long-term incentive awards that support alignment with the interests of our long-term stockholders and are contingent on the achievement of long-term share price, relative total shareholder return, and financial performance goals; and (4) retirement benefits. In establishing the elements of our named executive officers’ compensation, the Compensation Committee considered each named executive officer’s management experience, cross-functional duties and responsibilities with the Company; each named executive officer’s duration of service to the Company and its predecessors; the industry and peer group in which the Company competes for talent; and, in certain instances, the compensation required to recruit and retain the named executive officer into a role with the Company. For fiscal 2024, 85% of the Chief Executive Officer’s target total direct compensation and 81% of all named executive officers’ target total direct compensation was “at risk” (calculated with respect to our ongoing named executive officers (Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli).

Annual Base Salary

One element of compensation needed to attract and retain an employee in any organization is annual base salary. Annual base salary is the fixed element of a named executive officer’s compensation and does not vary with performance. The annual base salary provided for by the respective employment agreements of Messrs. L.K. Murdoch, Nallen, Tomsic, Ciongoli and Dinh, and the annual base salary for Mr. K.R. Murdoch, were approved by the Compensation Committee in the context of each named executive officer’s particular position; the responsibilities associated with that position; his experience, expertise, knowledge and qualifications; market factors; the industry in which we operate and compete; recruitment and retention factors; and the Company’s overall compensation principles.

2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Set forth below are the base salaries for each of the named executive officers for fiscal 2024.



Named Executive Officer	Annual Base Salary
Lachlan K. Murdoch		$3.0 million
John P. Nallen		$2.0 million
Steven Tomsic		$1.75 million
Adam Ciongoli		$1.75 million
K. Rupert Murdoch (former employee)		$5.0 million*
Viet D. Dinh (former employee)		$3.0 million*

Annual base salaries for Messrs. K.R. Murdoch and Dinh reflect annualized amounts for the 2024 fiscal year. Actual base salaries received by these executives were prorated for the portion of the 2024 fiscal year in which the executives were employed by the Company, and were equal to $1.9 million for Mr. K.R. Murdoch and $1.5 million for Mr. Dinh.

The Compensation Committee annually reviews the annual base salary of each of the named executive officers, subject to the terms of any applicable employment agreements. Annual base salary may be adjusted if the Compensation Committee determines that an adjustment is warranted or that a different mix of compensation elements may more appropriately compensate the individual named executive officer in light of the Company’s compensation objectives.

Annual Incentive Compensation

The named executive officers have a direct influence on our operations and strategy. The Compensation Committee believes that a significant portion of each named executive officer’s total compensation opportunity should be based on the Company’s financial and operating performance and progress against strategic goals and individual and group contributions. This framework fosters a performance-driven,

pay-for-performance

culture that aligns our named executive officers’ interests with those of our stockholders while also rewarding the named executive officers for superior individual and group achievements.

The Compensation Committee thoroughly reviewed the fiscal 2024 annual

non-equity

incentive compensation program (the “Annual Incentive Compensation”) and, following this review, the Compensation Committee elected not to change the performance metrics under which the fiscal 2024 Annual Incentive Compensation would be assessed. Consistent with the prior fiscal year, the Compensation Committee determined that 75% of the fiscal 2024 Annual Incentive Compensation would be based on the Company’s achievement of Adjusted EBITDA

versus the budgeted Adjusted EBITDA goal, and 25% of the Annual Incentive Compensation would be based on qualitative factors, including each named executive officer’s contributions to the Company’s financial and

non-financial

objectives, individually and as a group. The Compensation Committee believes that Adjusted EBITDA is widely used by investors and stockholders to measure the Company’s performance and is a material driver in stockholder returns and therefore is the appropriate quantitative metric against which our named executive officers’ performance should be assessed. The target range of the Adjusted EBITDA metric established by the Compensation Committee is designed to drive total stockholder return for our stockholders by providing our named executive officers with rigorous, but achievable, short-term Company performance metrics.

The Compensation Committee’s determination of the performance levels for the achievement of the financial performance metric are reflected in the table below, with performance that falls between the specified levels to be calculated on a linear basis:



Performance Level	Performance Goal as a Percentage of Target Adjusted EBITDA	Payout as a Percentage of Financial Performance Portion of the Annual Incentive Compensation
Maximum	120%	200%
Target	100%	100%
Threshold	80%	50%

“Adjusted EBITDA” is defined as revenues less operating expenses and selling, general and administrative expenses. Adjusted EBITDA does not include amortization of cable distribution investments, depreciation and amortization, restructuring, impairment and other corporate matters, equity earnings (losses) of affiliates, interest expense, net,

non-operating

other, net and income tax expense. Adjusted EBITDA is the aggregation of the Segment EBITDA of each of the Company’s operating segments. For a discussion of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, see pages

48-50

of the Company’s Annual Report on Form

10-K

for the fiscal year ended June 30, 2024.


34				2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee approved the

following

target and maximum Annual Incentive Compensation opportunities for each named executive officer for fiscal 2024.


Named Executive Officer	Fiscal 2024 Target Annual Incentive Opportunity	Fiscal 2024 Maximum Annual Incentive Opportunity

Lachlan K. Murdoch	200% of Base Salary	200% of Target

John P. Nallen	150% of Base Salary	200% of Target

Steven Tomsic	157% of Base Salary	200% of Target

Adam Ciongoli	157% of Base Salary	200% of Target

K. Rupert Murdoch* (former employee)	120% of Base Salary	200% of Target

Viet D. Dinh* (former employee)	100% of Base Salary	200% of Target

As previously disclosed, in recognition of Mr. K.R. Murdoch’s 71 years of service to the Company, the Company’s Board approved the payment of a prorated portion (38.25%) of his Annual Incentive Compensation in connection with his retirement, totaling $2.295 million. Additionally, in connection with Mr. Dinh’s separation, the Compensation Committee approved the payment of a

pro-rated

portion (50%) of Mr. Dinh’s Annual Incentive Compensation, totaling $1.5 million.

Quantitative Element of Annual Incentive Compensation

For fiscal 2024, the Compensation Committee set threshold and maximum performance levels and target performance range for Adjusted EBITDA for the quantitative element of the Annual Incentive Compensation opportunities as follows:


Performance Level	Adjusted EBITDA (in billions)	Payout as a % of Target
Maximum	$3.44	200%
Target	$2.82 – $2.92	100%
Threshold	$2.29	50%

A narrow target range is used, rather than a fixed dollar goal, to address challenges associated with setting performance goals with precision and to avoid unintended windfalls or shortfalls in actual payouts to the named executive officers. The target range for the Annual Incentive Compensation was designed around a midpoint that reflects the Adjusted EBITDA target for FOX’s company-wide operating plan, which was reviewed and approved by the Compensation Committee in August 2023. This Adjusted EBITDA target reflects a rigorous target for fiscal 2024 predicated on underlying organic growth while also accounting for the absence of meaningful financially accretive, cyclical events, including the broadcast of a

Super Bowl

and a robust political cycle, both of which contributed to a higher Adjusted EBITDA target set in fiscal 2023. No quantitative portion of the Annual Incentive Compensation is payable below the threshold performance level and no additional amount is payable above the maximum performance level.

The Company’s fiscal 2024 Adjusted EBITDA of $2.883 billion fell within the target performance range and therefore the Compensation Committee determined that the quantitative portion of the Annual Incentive Compensation was earned at 100% of the target range.

The table below illustrates the calculation of the quantitative portion of our named executive officers’ Annual Incentive Compensation opportunity:



Named Executive Officers	75% of Target (Quantitative Portion)		Adjusted EBITDA Payout Multiplier		Annual Incentive Compensation Earned based on Quantitative Performance
Lachlan K. Murdoch		$4,500,000		100%		$4,500,000
John P. Nallen		$2,250,000		100%		$2,250,000
Steven Tomsic		$2,062,500		100%		$2,062,500
Adam Ciongoli		$2,062,500		100%		$2,062,500
K. Rupert Murdoch* (former employee)		—		—		—
Viet D. Dinh* (former employee)		—		—		—

*	Actual Annual Incentive Compensation received by these executives were prorated at target, and were equal to $2.295 million for Mr. K.R. Murdoch and $1.5 million for Mr. Dinh.

2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

In order to determine the extent to which the qualitative portion of the Annual Incentive Compensation was achieved, the Compensation Committee evaluated the previously-established qualitative performance factors against the fiscal 2024 achievements described above, as well as other factors that emerged over the course of the fiscal year that impacted the Company’s performance. The Compensation Committee weighted each qualitative performance factor equally when evaluating the achievement of such performance factor as a part of the entire qualitative portion of the Annual Incentive Compensation. In addition, the Compensation Committee determined that each of our ongoing named executive officers contributed equally to the achievements described above for each qualitative performance factor, and therefore the extent to which the qualitative performance factors were achieved was applied uniformly to the Annual Incentive Compensation of each ongoing named executive officer (Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli). The Compensation Committee determined that the above-described achievements of the continuing named executive officers, individually and as a group, fully satisfied the previously-established qualitative performance objectives and therefore awarded 100% of the target qualitative portion of the Annual Incentive Compensation to the ongoing named executive officers (Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli).

In light of the Compensation Committee’s consideration of these factors, the Compensation Committee confirmed the payout multiples set forth below and calculated the Annual Incentive Compensation, which was paid in cash, as follows:



	Quantitative Performance						Qualitative Performance						Total
Named Executive Officers	75% of Target		Multiple		Subtotal		25% of Target		Multiple		Subtotal		Total
Lachlan K. Murdoch	$	4,500,000		100%	$	4,500,000	$	1,500,000		100%	$	1,500,000	$	6,000,000
John P. Nallen	$	2,250,000		100%	$	2,250,000	$	750,000		100%	$	750,000	$	3,000,000
Steven Tomsic	$	2,062,500		100%	$	2,062,500	$	687,500		100%	$	687,500	$	2,750,000
Adam Ciongoli	$	2,062,500		100%	$	2,062,500	$	687,500		100%	$	687,500	$	2,750,000
K. Rupert Murdoch* (former employee)	$	4,500,000		—		—	$	1,500,000		—		—	$	2,295,082
Viet D. Dinh* (former employee)	$	2,250,000		—		—	$	750,000		—		—	$	1,500,000

*	The Target Annual Incentive Compensation opportunities for Messrs. K.R. Murdoch and Dinh reflect annualized amounts for the 2024 fiscal year. As previously disclosed, Total Annual Incentive Compensation received by these executives was prorated at target reflecting each executive’s departure.

Long-Term Equity-Based Incentive Awards

The Compensation Committee believes that granting long-term equity-based incentive awards to our named executive officers aligns their compensation with the long-term performance of the Company and thereby links the named executive officers’ interests directly to those of the Company’s long-term stockholders. The Company’s compensation design principles are to drive performance without encouraging unnecessary risk taking, support long-term value creation for stockholders, and attract, retain and motivate top executive talent. Consequently, in August 2023, the Compensation Committee granted for fiscal 2024 a mix of long-term equity-based incentive awards focused on performance with the primary goal of enhancing alignment with the Company’s stockholders while also serving to reward performance and support retention. The mix of long-term equity-based incentive awards granted for fiscal 2024 is as follows:

•

Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as performance-based stock options with a three-year performance period (the “PSOs”). PSOs granted to our named executive officers will vest at the end of the three-year performance period and have a term of seven years thereafter. PSOs granted to our named executive officers vest only if, at any point during the three-year performance period, the closing price of the Class A Common Stock exceeds the exercise price of the PSO by at least 15% for at least 30 consecutive calendar days (the “Stock Hurdle”). The performance period for the PSOs granted in August 2023 remains open and the Stock Hurdle is subject to achievement.

•

Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as performance-based restricted stock units (“PSUs”) with a three-year performance period. PSUs granted to our named executive officers will vest after three years based on achievement of targets for the following performance metrics:

(a)

Average annual adjusted earnings per share (“EPS”) growth, weighted 15%;

(b)

Average annual adjusted free cash flow (“FCF”) growth, weighted 15%; and

(c)

The Company’s three-year total stockholder return as measured against the three-year total stockholder return of the companies that comprise the Standard & Poor’s 500 Index (“Relative TSR”), weighted 70%.

•

Fifty percent (50%) of a named executive officer’s target long-term incentive award was granted as time-vested restricted stock units (“RSUs”) that will vest in equal annual installments over a three-year period.


38				2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

target number of fiscal 2022 PSUs awarded (including accrued dividend equivalents) by the Final Performance Factor as follows:



Named Executive Officers	Fiscal 2022 Target PSU Award Opportunity (# Shares)		Final Performance Factor		Fiscal 2022 Final PSU Award Shares Earned (# Shares) (a)

Lachlan K. Murdoch		73,313		62%		47,504

John P. Nallen		33,324		62%		21,592

Steven Tomsic		13,329		62%		8,635

K. Rupert Murdoch ( former employee )		46,654		62%		30,230

Viet D. Dinh (b) ( former employee )		—		—		—

(a)	The number of shares earned with respect to the 2022 PSU Awards includes additional shares of Class A Common Stock that reflect dividend equivalents accrued and settled at the time the underlying PSUs vested.

(b)	In connection with his separation from the Company, Mr. Dinh’s Fiscal 2022 PSU Award did not have the opportunity to vest.

Consulting Fees

In connection with his separation from the Company, Mr. Dinh entered into an Advisory Services Agreement with the Company, dated August 9, 2023, pursuant to which Mr. Dinh serves as a Special Advisor to the Company for a term of two years, which began on January 1, 2024. In his role as Special Advisor, Mr. Dinh provides assistance and advice to the Company regarding all ongoing litigation and remains available to devote the time and resources necessary to continue supporting the Company’s legal and policy function as needed by the Company, including supporting a smooth transition of his former employment services. In consideration for Mr. Dinh’s services as Special Advisor, he is paid a consulting fee of $2.5 million per year.

Retirement Benefits

In conjunction with 21CF’s

spin-off

of FOX and the establishment of FOX as a standalone public company in March 2019 (the “Transaction”), the Company adopted and maintains certain legacy retirement benefits in which certain of our named executive officers participate. The Compensation Committee believes maintaining these legacy retirement benefits continues to serve as an important retention tool for long-tenured executives. For additional information on these arrangements, please see the “Pension Benefits as of June 30, 2024” table and the “Potential Payments Upon Termination” table, together with the accompanying footnotes, and the section titled “Description of Pension Benefits” in “Executive Compensation” below.

Perquisites

Our named executive officers are provided with limited types of perquisites and other personal benefits that the Compensation Committee determined are reasonable and consistent with the overall compensation philosophy. Perquisites generally constitute a very small percentage of each named executive officer’s total compensation package. The perquisites received by each named executive officer in fiscal 2024, as well as their incremental cost to the Company, are reported in the Summary Compensation Table and its accompanying footnotes below.

Some perquisites are generally intended to serve a specific business need for the benefit of the Company, including the safety and security of our named executive officers. Our named executive officers must adhere to a security plan developed with the assistance of a third-party consultant and assessed annually by our Compensation Committee based on the high visibility of our Company, the executives’ positions and work locations, and a review of the judgments and recommendations of internal and external security experts. The Compensation Committee, with guidance from our third-party security consultant, has determined that these security-related costs are necessary to reduce the risk to the Company associated with our named executive officers’ positions and affiliation with our business. In particular, a core aspect of our business involves broadcasting extensive news coverage of elections, sociopolitical events and public controversies and related opinion programming, which sometimes produces strong reactions from viewers and critics. In addition, the FOX brand may be subject to significant publicity related to the Company or its operations, content and individuals associated with its content, management, employees, business partners and culture, among others. Due to their tenure and prominence in our industry, certain of our named executive officers – particularly our Former Chair and our Executive Chair and Chief Executive Officer – are synonymous with the FOX brand and face enhanced personal risk from being viewed as extensions of the FOX brand. In light of the risk inherent in their roles and the potential adverse impact this risk could have on the Company, the Compensation Committee approved the security plan and associated costs and considers our named executive officers’ adherence to this plan within the best interests of the Company.

2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards

In order to maintain our pay for performance principles, the Compensation Committee granted equity-based awards for fiscal 2025 in a form consistent with those granted for fiscal 2024, as follows:

•

Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as PSOs with a three-year performance period. PSOs granted to our named executive officers will vest at the end of the three-year performance period and have a term of seven years thereafter. PSOs granted to our named executive officers vest only if, at any point during the three-year performance period, the closing price of the Class A Common Stock exceeds the exercise price of the PSO by at least 15% for at least 30 consecutive calendar days.

•

Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as PSUs with a three-year performance period. PSUs granted to our named executive officers will vest after three years based on achievement of targets for the following performance metrics:

(a)

Average annual adjusted EPS growth, weighted 15%;

(b)

Average annual adjusted FCF growth, weighted 15%; and

(c)

The Company’s Relative TSR, weighted 70%.

•

Fifty percent (50%) of a named executive officer’s target long-term incentive award was awarded in time-vested RSUs that will vest in equal annual installments over a three-year period.

Collectively, the Compensation Committee allocated (a) 15% of the grant value of the performance-based portion of each named executive officer’s fiscal 2025 target long-term incentive award to Company financial projections and (b) 85% of the grant value to hurdled stock performance measures. Consistent with prior PSUs granted to our named executive officers, the PSU and PSO performance metrics for the fiscal 2025 program are designed to align to stockholder value creation while maintaining 50% of the award as performance-based compensation. The Compensation Committee believes maintaining 50% of FOX’s long-term equity-based incentive awards as performance-based compensation for fiscal 2025 appropriately aligns our named executive officers’ interests with those of FOX’s stockholders and is broadly consistent with peer practice.

Employment Arrangements, Severance and Change in Control Arrangements

The Compensation Committee believes that employment agreements, which are broadly used in the media industry, are important tools to attract and retain executive talent. The Company and its subsidiaries maintain employment agreements with each of Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli, the terms of which conclude on June 30, 2026 for Messrs. L.K. Murdoch and Tomsic, on June 30, 2025 for Messrs. Nallen, and November 30, 2026 for Mr. Ciongoli.

The employment agreements generally provide for base salary, target Annual Incentive Compensation and target grants of long-term incentive awards for each year of the term of the respective agreement. The employment agreements also provide for severance protection in the event of a termination of the executive’s employment during the term and bind the executives to restrictive covenants in favor of the Company. None of the named executive officers’ employment agreements or other arrangements contain provisions that guarantee a payment upon a change in control of the Company. The employment agreements and severance arrangements contained therein are further described below in the sections titled “Employment Arrangements” and “Potential Payments Upon Termination.”

Engagement with Stockholders and Compensation Committee’s Annual Review of its Compensation Practices

At the 2023 Annual Meeting of Stockholders, the Company’s stockholders voted to approve, on an advisory basis, the compensation of our named executive officers as described in the Company’s 2023 proxy statement. The Company’s 2023 executive compensation program received the support of 95.5% of the votes cast. Our Board and our Compensation Committee carefully considered the results of the 2023

say-on-pay

vote and senior management engaged with every stockholder who accepted an invitation to speak with us.

During fiscal 2024, senior management actively and regularly engaged with our stockholders to offer them an opportunity to provide feedback regarding the Company’s performance. As part of this engagement, over 20 meetings were conducted with our largest stockholders who collectively held approximately 33% of the unaffiliated Class B Common Stock. Members of the Board, as well as members of senior management, participated in certain of these conversations. Senior management also participated in a number of meetings with individual and group investors at investor and industry conferences, including

question-and-answer

sessions. Our investor relations group separately responded to retail investor email and telephone inquiries, which also provided access to our representatives and a forum for providing feedback. Finally, senior management also engages with proponents of stockholder proposals as part of the Company’s annual proxy process.


42				2024 Proxy Statement


☐		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



☒		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



Board Diversity Matrix (as of September 26, 2024)

Total Number of Directors	7

	Female	Male

Part I: Gender Identity

Directors	1	6

Part II: Demographic Background

African American or Black	0	1

Hispanic or Latinx	0	1

White	1	5

Two or More Races or Ethnicities	0	1



Qualitative Performance Factor		Fiscal 2024 Achievements
On-screen leadership		• FOX News continued as the top-rated national cable news channel in Monday to Friday primetime viewing. In addition, FOX News finished fiscal 2024 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers. For the fiscal year, FOX News delivered primetime total viewership that beat the viewership of its closest cable news channel competitors and delivered ratings that were comparable to ratings delivered by the four broadcast networks. • FOX Sports was the industry leader in live events for the fifth consecutive calendar year with over 250 billion minutes of live sports viewing on the FOX Network. During the fiscal year, the NFL regular season on FOX averaged 19 million viewers, while the three NFC postseason games on FOX averaged 45 million viewers, including the most-watched NFC Championship game in over a decade. FOX’s America’s Game of the Week attracted its largest audience since 2015 and ranked as the #1 program in all of television for the 15th straight year among Adults 18-49. FOX aired the most-watched college football, men’s college basketball and women’s college basketball games across the regular season. The University of Michigan versus The Ohio State University football game on FOX was the most-watched college football regular-season game on any network since 2011 and the most-watched regular season college football game in FOX Sports history. FOX’s Big Noon Saturday continued as the #1 game window in all of college football. During the fiscal year, FOX also broadcast the 2023 FIFA Women’s World Cup , where the U.S. versus the Netherlands match on FOX set the record as the most-watched Women’s World Cup match on U.S. English language television. • Total view time on Tubi reached approximately 9.7 billion hours over the course of fiscal 2024, an increase of over 40% compared to the prior fiscal year. According to Nielsen’s The Gauge , Tubi was the most-watched FAST service in the U.S., reaching approximately 2.0% of total TV viewing minutes in June 2024 – tied with Disney+ and ahead of Roku, Max, Peacock, Paramount+ and Pluto. Tubi expanded its content library to over 260,000 movies and television episodes, including the premiere of over 140 new original titles throughout the fiscal year. Tubi also grew its linear streaming offerings to supplement its on-demand library, with the launch of over 60 sports, entertainment and local news channels to bring its total offering to over 280 channels as of the end of fiscal 2024. • FOX Television Stations remained #1 in the Adults 25-54 demographic in the 7-10am local news daypart for the fiscal year compared to ABC, CBS and NBC.
Continued expansion and support for our growth and digital businesses		• Under new leadership and supported by a content library of over 260,000 movies and television episodes, Tubi delivered an increase in total view time of over 40%. This record engagement delivered record revenues, which grew 18% compared to the prior fiscal year. • The FOX Weather FAST service doubled its total view time compared to the prior fiscal year. • FOX News Digital remained the most-engaged brand in digital news, leading in total views, minutes spent and social interactions.


		• FOX Sports, along with its partner, launched and broadcast the inaugural season of the UFL professional spring football league that combined the legacy operations of the Company’s United States Football League and the XFL. • FOX Television Stations grew and enhanced its digital offerings through the expansion and success of the FOX Local Extension (FLX) digital advertising platform as well as the continued rollout of local news content on connected televisions and FAST services in a number of markets. FOX Television Stations’ total view time through connected televisions for the period of March 2024 through June 2024 was approximately four times higher compared to the same period in the prior year. These initiatives led to FOX Television Stations’ digital advertising revenue growth of approximately 20% as compared to the prior fiscal year.
Execute Strategic and Commercial Priorities		• The Company completed multi-year distribution and content licensing agreement renewals with key distribution partners, including a multi-year distribution and content licensing agreement renewal with SiriusXM. • FOX Entertainment successfully navigated the industry guild strikes of 2023, delivering a full season of primetime programing while returning original scripted content to the FOX Network in the spring of 2024. • During the fiscal year, FOX Sports and NASCAR extended their multi-series media rights agreement to carry 14 NASCAR Cup Series races, including practice and qualifying races for the Busch Light Clash, DAYTONA 500 and NASCAR All-Star Race, as well as exclusive rights for the entire 23-race NASCAR CRAFTSMAN Truck Series schedule from 2025 through 2031.
Corporate culture and furthering our commitment to our environmental, social and governance agenda		• Our ESG commitments were once again recognized with an “A” rating from MSCI ESG Research and inclusion in the FTSE Russell’s FTSE4Good Index Series, which place the Company as a leader among its peers in terms of ESG rating scores. • Promoted culture and belonging through our approach to talent recruitment, development and retention; fostered employee career growth through increased enrollment in FOX leadership training programs and investment in our early career development and mentorship programs to build the pipeline of next generation of leaders; and grew the FOX Internship Program, welcoming approximately 600 students in fiscal year 2024. • Received recognition from several workplace inclusion organizations as follows: • FOX was recognized as Top LGBTQ+ Friendly Company, Top Hispanic, Black and Women Employer by DiversityComm for 2024. • FOX was appointed to the Military Friendly ® Employer list and named a Military Friendly ® Brand for 2024; FOX also was rated a 4-Star Employer by VETS Indexes. • FOX was named to Disability Equality Index’s “Best Places to Work for Disability Inclusion” list for 2024, continuing year-over-year recognition as a top scoring employer. • Submitted our second response to the CDP Climate Change Questionnaire, improving our score to a “B”; implemented new waste infrastructure at the FOX Studio Lot; and increased environmental awareness by partnering with One Tree Planted for the fifth consecutive year and through several Earth Month campaigns. • Published our third annual Political Activities Report. • Provided training to employees on FOX’s Standards of Business Conduct and other key policies that further integrity and ethics, including Preventing Harassment, Discrimination and Retaliation Policy. • Our Corporate Social Responsibility Report highlights these achievements, our investment in human capital resources, inclusion and diversity and more. Additionally, our Employment Information Report (EEO-1) highlights the diversity of our workforce. Both reports are published on our website.



Named Executive Officer		Fiscal 2024-2026 Target Long-Term Incentive Award Opportunity

Lachlan K. Murdoch		367% of Base Salary

John P. Nallen		250% of Base Salary

Steven Tomsic		171% of Base Salary

Adam Ciongoli (a)		171% of Base Salary

K. Rupert Murdoch (b) ( former employee )		140% of Base Salary

Viet D. Dinh (c) ( former employee )		—



	Fiscal 2022 – 2024 PSU Performance Metrics

Performance Levels	Adjusted EPS Growth (15% Weighting)	Adjusted FCF Growth (15% Weighting)	TSR (70% Weighting) (a)	Payout as a % of Target Opportunity

Maximum	11%	7%	≥ 75 th Percentile	200%

Target	6%	2%	50 th Percentile	100%

Threshold	1%	(3)%	<25 th Percentile	0%



Performance Metrics	Target Performance	Actual Performance	Weighted Contribution

Adjusted EPS Growth	6%	6.8%	17%

Adjusted FCF Growth	2%	(7.7)%	0%

Relative TSR	50 th Percentile	32 th Percentile	45%

Final Performance Factor			62%



Named Executive Officer	Ownership Guideline

Lachlan K. Murdoch		6 times base salary

John P. Nallen		2 times base salary