Fox Corp false 0001754301 0001754301 2025-02-07 2025-02-07 0001754301 us-gaap:CommonStockMember 2025-02-07 2025-02-07 0001754301 us-gaap:CommonClassBMember 2025-02-07 2025-02-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

February 7, 2025

 

 

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

Delaware   001-38776   83-1825597

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

  

(COMMISSION

FILE NO.)

  

(IRS EMPLOYER

IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading

Symbols

  

Name of Each Exchange

on Which Registered

Class A Common Stock, par value $0.01 per share   FOXA   The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share   FOX   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Named Executive Officer Employment Arrangements

On February 7, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Fox Corporation (the “Company”) and the Board each unanimously approved an extension of the term of the employment and compensatory arrangement with Mr. John P. Nallen through June 30, 2028. In addition, the Committee and the Board each unanimously approved (a) a title change, effective immediately, from Chief Operating Officer to President and Chief Operating Officer; (b) an increase, beginning July 1, 2025, in the target annual bonus and target annual equity award to $4,000,000 and $6,500,000, respectively; and (c) Mr. Nallen’s appointment as Special Advisor for a period of three years, which shall begin following the completion of Mr. Nallen’s term of employment, provided that Mr. Nallen is not terminated for cause or due to death or disability, and for which he shall be compensated $600,000 per year.

The foregoing description of the amended and restated employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated employment agreement, which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ending March 31, 2025 to be filed with the U.S. Securities and Exchange Commission.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
Number

   

Description

99.1    Press Release issued by Fox Corporation, dated February 10, 2025.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

FOX CORPORATION
By:  

/s/ Adam G. Ciongoli

Name:   Adam G. Ciongoli
Title:   Chief Legal and Policy Officer

February 10, 2025

Exhibit 99.1

 

LOGO

John Nallen Named President and Chief Operating Officer of Fox Corporation in New Long-Term Deal

New York, NY and Los Angeles, CA – February 10, 2025 – John Nallen has been named President and Chief Operating Officer of Fox Corporation (“FOX” or the “Company”) (Nasdaq: FOX, FOXA) and has signed a new long-term employment agreement through June 2028, the Company announced today. Mr. Nallen is a member of the Office of the Chairman and previously served as Chief Operating Officer.

“John has been instrumental in the continued evolution of FOX and a key partner to me for many years,” said Fox Corporation Executive Chair and Chief Executive Officer Lachlan Murdoch. “We greatly value his ongoing impact and his strategic vision and are pleased that he will continue to help guide the strong operating momentum and profitability of FOX as President and COO.”

Prior to the spinoff of FOX by 21st Century Fox (“21CF”) in March 2019 and the establishment of FOX as a standalone public company, Mr. Nallen was the Senior Executive Vice President and Chief Financial Officer for 21CF, a role which he assumed in 2013. He led all aspects of 21CF’s financial matters, including capital market and merger and acquisition transactions.

Before that, Mr. Nallen served as 21CF’s Executive Vice President and Deputy Chief Financial Officer, a position he held starting in 2001. He joined 21CF (previously known as News Corporation) in 1995 from Arthur Andersen where he was a partner leading its Media and Entertainment practice.

About Fox Corporation

Fox Corporation produces and distributes compelling news, sports, and entertainment content through its primary iconic domestic brands, including FOX News Media, FOX Sports, FOX Entertainment, FOX Television Stations and Tubi Media Group. These brands hold cultural significance with consumers and commercial importance for distributors and advertisers. The breadth and depth of our footprint allows us to deliver content that engages and informs audiences, develop deeper consumer relationships, and create more compelling product offerings. FOX maintains an impressive track record of news, sports, and entertainment industry success that shapes our strategy to capitalize on existing strengths and invest in new initiatives. For more information about Fox Corporation, please visit www.FoxCorporation.com.

Press Contacts:

Brian Nick

310-369-3545

brian.nick@fox.com

Lauren Townsend

310-369-2729

Lauren.townsend@fox.com

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