DEF 14A of Fox Corp, Sep 22, 2023

DEF 14A of Fox Corp

Filed Sep 22, 2023 · FY20230001193125-23-240490

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | EXECUTIVE SUMMARY | 1 | | PROPOSAL NO. 1: ELECTION OF DIRECTORS | 7 | | Corporate Governance | 10 | | Corporate Culture and Social Responsibility | 20 | | PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 25 | | Report of the Audit Committee | 26 | | Certain Relationships and Related-Party Transactions | 28 | | PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 29 | | COMPENSATION DISCUSSION AND ANALYSIS | 30 | | Named Executive Officers | 30 | | Compensation Design Principles | 30 | | Fiscal 2023 Business and Management Review | 32 | | Use of Information on Peer Companies and Industry Trends | 33 | | Elements of Compensation | 34 | | Framework for Fiscal 2024 Long-Term Equity-Based Incentive Awards | 42 | | Employment Arrangements, Severance and Change in Control Arrangements | 42 | | Engagement with Stockholders and Compensation Committee’s Annual Review of its Compensation Practices | 42 | | Recoupment of Previously Paid Named Executive Officer Performance-Based Compensation | 43 | | Prohibition on Hedging and Pledging of FOX Stock | 43 | | Executive Stock Ownership Guidelines | 43 | | Role of Compensation Consultant | 44 | | Compensation Deductibility Policy | 44 | | COMPENSATION COMMITTEE REPORT | 45 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 45 | | RISKS RELATED TO COMPENSATION POLICIES AND PRACTICES | 45 | | EXECUTIVE COMPENSATION | 46 | | Summary Compensation Table for the Fiscal Year Ended June 30, 2023 | 46 | | Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2023 | 47 | | Employment Arrangements | 48 | | Outstanding Equity Awards at June 30, 2023 | 50 | | Stock Vested During the Fiscal Year Ended June 30, 2023 | 52 | | Pension Benefits as of June 30, 2023 | 52 | | Potential Payments Upon Termination | 53 | | CEO Pay Ratio | 56 | | Pay Versus Performance | 57 | | Compensation-Related Events Occurring Following Fiscal Year End | 59 | | NON-EXECUTIVE DIRECTOR COMPENSATION | 60 | | Board and Committee Retainers for the Fiscal Year Ended June 30, 2023 | 60 | | Director Compensation for the Fiscal Year Ended June 30, 2023 | 60 | | Non-Executive Director Stock Ownership Guidelines | 61 | | EQUITY COMPENSATION PLAN INFORMATION | 62 | | EXECUTIVE OFFICERS OF FOX CORPORATION | 63 | | SECURITY OWNERSHIP OF FOX CORPORATION | 64 | | INFORMATION ABOUT THE ANNUAL MEETING | 66 | | ANNUAL REPORT ON FORM 10-K | 70 | | 2024 ANNUAL MEETING OF STOCKHOLDERS | 70 | | OTHER MATTERS | 70 | | APPENDIX A | A-1 |

  2. Board Nominees

    Board Nominees

  3. Board Nominees

    | Director Nominee | Director Since | Independent | Committee Memberships | | | | | | | A | C | NCG | | Lachlan K. Murdoch | 2019 | | | | | | Tony Abbott AC* | - | ✓ | | | | | William A. Burck | 2021 | ✓ | | | ✓ | | Chase Carey | 2019 | ✓ | | ✓ | | | Roland A. Hernandez | 2019 | ✓ | Chair | | ✓ | | Margaret “Peggy” L. Johnson* | - | ✓ | | | | | Paul D. Ryan | 2019 | ✓ | | ✓ | Chair |

  4. Board Nominees

    A = Audit Committee C = Compensation Committee NCG = Nominating and Corporate Governance Committee * = Committee membership to be determined after the Annual Meeting

  5. Board Responsiveness

    | • | 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. |

  6. Corporate Social Responsibility

    Corporate Social Responsibility In August 2023, FOX published its fourth 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 2023. Organized around five key areas, highlights include:

  7. Corporate Social Responsibility

    | • | 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; |

  8. Corporate Social Responsibility

    | • | 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; |

  9. Corporate Social Responsibility

    | • | Sustainably Forward: operating efficiently and reducing environmental impacts associated with our operations; |

  10. Corporate Social Responsibility

    | • | 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 |

  11. Corporate Social Responsibility

    | | 2023 Proxy Statement | 5 |

  12. Corporate Social Responsibility

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

  13. Corporate Social Responsibility

    Also, as discussed in our 2023 Corporate Social Responsibility Report, we have posted our Employment Information Report (EEO-1), showing the race, ethnicity and gender of our employees on our website at foxcorporation.com/eeo-1-data.

  14. Corporate Social Responsibility

    | 6 | | 2023 Proxy Statement |

  15. Corporate Social Responsibility

    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 19, 2023. Each of the Director nominees has indicated that he or she will be able to serve if elected and has agreed to do so. All nominees except Mr. Abbott and Ms. Johnson are incumbent director nominees.

  16. Corporate Social Responsibility

    | Lachlan K. Murdoch Age: 52 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 and as its Co-Chairman since 2014. 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: 65 Director Since: N/A | Tony Abbott AC served as the 28th 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 has been an advisor to the UK Board of Trade since 2020. In addition, he has served on the Board of Trustees of the Global Warming 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: 52 Director Since: 2021 | William A. Burck has been a Director of the Company since June 2021 and serves 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. |

  17. Corporate Social Responsibility

    | | 2023 Proxy Statement | 7 |

  18. Corporate Social Responsibility

    | Chase Carey Age: 69 Director Since: 2019 | Chase Carey has been a Director of the Company since March 2019 and serves as a member of 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 Director of DIRECTV from 2003 to 2009. Mr. Carey has a broad and deep understanding of the Company and its operations, having served in a variety of leadership positions of 21CF and its affiliates for over 30 years. Mr. Carey provides the Board with executive experience and expertise in the media and sports industries. | | Roland A. Hernandez Age: 65 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 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 and operational 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: 61 Director Since: N/A | Margaret “Peggy” L. Johnson has been the Chief Executive Officer of Magic Leap, Inc., a U.S. augmented reality company, since August 2020. From 2014 to 2020, Ms. Johnson was Executive Vice President of Business Development at Microsoft Corporation, where she was responsible for strategic deals and partnerships across various industries. 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 three decades of business operations and strategic development experience and unique insight into emerging technology trends. |

  19. Corporate Social Responsibility

    | 8 | | 2023 Proxy Statement |

  20. Corporate Social Responsibility

    | Paul D. Ryan Age: 53 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 54th Speaker of the U.S. House of Representatives from 2015 to 2019. Mr. Ryan was 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. |

  21. Corporate Social Responsibility

    | The Board unanimously recommends a vote “FOR” the election of each of the nominees listed above. |

  22. Corporate Social Responsibility

    | | 2023 Proxy Statement | 9 |

  23. Corporate Social Responsibility

    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:

  24. Corporate Social Responsibility

    | • | 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. |

  25. Corporate Social Responsibility

    | • | 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. At present, Jacques Nasser AC serves as the Lead Independent Director, which he will do through the Annual Meeting. The independent Directors will elect a new Lead Independent Director following the Annual Meeting. |

  26. Corporate Social Responsibility

    | • | Independent Board Committees. Only independent Directors serve on the Board’s key committees. |

  27. Corporate Social Responsibility

    | • | Dual-Class Capital Structure. The Nominating and Corporate Governance Committee recently conducted a thorough review of the benefits and considerations of multi-class capital structures, including their effects on economic performance, investment in innovation, and the protections that such structures allow to pursue independent journalism in media companies, and concluded that our dual-class capital structure continues to be appropriate and in the best long-term interests of our stockholders. |

  28. Corporate Social Responsibility

    | • | 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. |

  29. Corporate Social Responsibility

    | • | The Board, with or through its committees as appropriate, regularly receives periodic updates from, and discusses with, the Company’s Chair, 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 Board members also discuss the Company’s significant risks when they meet in executive session without management. |

  30. Corporate Social Responsibility

    | • | 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 Board conducted a review of its risk oversight responsibilities and updated the charters of its committees in fiscal 2022 to reflect their responsibilities and oversight of various risks. The Audit Committee is responsible for (i) reviewing the Company’s policies and practices with respect to risk assessment and management, including cybersecurity, (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. |

  31. Corporate Social Responsibility

    | • | In May 2023, the Company received a stockholder proposal from Arjuna Capital requesting that the Board issue a report on the merits of establishing a risk oversight committee of the Board. After discussing the proposal, the Board agreed to and has commissioned an independent evaluation of the merits of establishing a risk oversight committee and general Board governance. The Company has retained Cleary 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 will consult with Arjuna Capital and other risk oversight experts. This thorough third-party evaluation is ongoing and will likely not be completed before the Annual Meeting. Following Cleary’s delivery of the findings of its assessment and deliberations of the Board, the Board will disclose the key results of the report, including the rationale as to why or why not the Company will establish a risk oversight committee, no later than in the Company’s proxy statement for the 2024 annual meeting of stockholders. |

  32. Corporate Social Responsibility

    | 10 | | 2023 Proxy Statement |

  33. Corporate Social Responsibility

    | • | 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. |

  34. Corporate Social Responsibility

    | • | 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, in fiscal 2022, 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 2022 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 all laws and regulations 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. |

  35. Corporate Social Responsibility

    FOX’s Political Activities Report outlines the Company’s engagement efforts in the following areas of corporate political activity in 2022:

  36. Corporate Social Responsibility

    | • | the names of all individual candidate and committee recipients and amounts contributed by the FOX Political Action Committee; |

  37. Corporate Social Responsibility

    | • | the names of all individual state and local candidate recipients and amounts contributed by FOX; |

  38. Corporate Social Responsibility

    | • | our total federal lobbying expenses of $3.8 million; |

  39. Corporate Social Responsibility

    | • | the federal public policy matters on which the Company lobbied; |

  40. Corporate Social Responsibility

    | • | our lobbying activities in the four states in which we engaged outside lobbying services; |

  41. Corporate Social Responsibility

    | • | the names of FOX executives and outside consulting firms that performed lobbying activities for us; and |

  42. Corporate Social Responsibility

    | • | our trade association memberships and annual dues and details of our contributions to certain non-profit organizations. |

  43. Corporate Social Responsibility

    | • | 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. |

  44. Corporate Social Responsibility

    | • | 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. |

  45. Corporate Social Responsibility

    | • | 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. |

  46. Corporate Social Responsibility

    | • | Harassment or Discrimination Based on Sex, Race or Other Protected Categories. 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. The Board also adopted a clawback policy, under which the Compensation Committee has sole discretion to require reimbursement of all or any portion of any |

  47. Corporate Social Responsibility

    | | 2023 Proxy Statement | 11 |

  48. Corporate Social Responsibility

    | performance-based compensation, or discretionary bonus paid to any executive for the period when the executive engaged in harassment, discrimination and/or retaliation, including the failure to respond to allegations or complaints of such behaviors. |

  49. Committees and Meetings of the Board of Directors

    | • | 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; |

  50. Committees and Meetings of the Board of Directors

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

  51. Committees and Meetings of the Board of Directors

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

  52. Committees and Meetings of the Board of Directors

    During fiscal 2023, 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. 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 2023, 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, Ms. Dias and Messrs. Burck and Hernandez. Committee membership following the Annual Meeting will be determined at a later date, in accordance with the Nasdaq listing rules and rules under the Exchange Act. The primary responsibilities of the Nominating and Corporate Governance Committee are:

  53. Employee Compensation and Benefits

    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 discretionary annual incentive compensation awards. Other employees may be eligible for equity awards or 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

  54. Drive performance without encouraging unnecessary or excessive risk-taking

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

  55. Drive performance without encouraging unnecessary or excessive risk-taking

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

  56. Ensure policies and practices support long-term growth for stockholders

    Ensure policies and practices support long-term growth for stockholders

  57. Ensure policies and practices support long-term growth for stockholders

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

  58. Ensure policies and practices support long-term growth for stockholders

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

  59. Ensure policies and practices support long-term growth for stockholders

    | • | We maintain robust stock ownership guidelines for named executive officers and non-executive Directors. |

  60. Ensure policies and practices support long-term growth for stockholders

    | • | We regularly review stock utilization and overhang. |

  61. Follow compensation best practices

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

  62. Prohibit activities inconsistent with stockholder interests

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

  63. Prohibit activities inconsistent with stockholder interests

    | • | We do not pay excise tax gross-ups associated with change in control benefits. |

  64. Prohibit activities inconsistent with stockholder interests

    | • | We do not pay dividends on unvested equity awards. |

  65. Prohibit activities inconsistent with stockholder interests

    | Average of the Named Executive Officers as a Group | Percentage of Target Direct Compensation | At Risk? | Rationale | | Base Salary | 22% | No | Attract and retain quality executive talent | | Annual Incentive | 31% | 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 | 23% | Yes | Support retention and the alignment of interests with long-term stockholders | | Total Direct Compensation | 100% | 78% | 78% 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. |

  66. Prohibit activities inconsistent with stockholder interests

    The table above represents amounts approved by the Compensation Committee for fiscal 2023. The aggregate cost of our fiscal 2023 target total direct named executive officer compensation is approximately the 45th 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.

  67. Use of Information on Peer Companies and Industry Trends

    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 when making compensation decisions. Because of the complex mix of industries and markets in which the Company operates, the Compensation Committee does not target any element of compensation or total compensation to a specific range within 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 2023, 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., MSG Networks Inc., Netflix, Inc., Nexstar Media Group, Inc., Paramount Global (formerly known as ViacomCBS, Inc.), Sinclair Broadcast Group, Inc., Sirius XM Holdings, Inc., Warner Bros. Discovery, Inc. (formed through the merger of Discovery, Inc. and the WarnerMedia business of AT&T, Inc.) and The Walt Disney Company. When reviewing and approving the fiscal 2023 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 top five executives 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 the Peer Group 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 2023 target total direct named executive officer compensation is approximately the 45th 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.

  68. Use of Information on Peer Companies and Industry Trends

    | | 2023 Proxy Statement | 33 |

  69. Annual Incentive Compensation

    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 2023 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 2023 Annual Incentive Compensation would be assessed. Consistent with the prior fiscal year, the Compensation Committee determined that 75% of the fiscal 2023 Annual Incentive Compensation would be based on the Company’s achievement of Adjusted EBITDA(2) 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’

  70. Annual Incentive Compensation

    | (2) “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, impairment and restructuring charges, interest expense, interest income, other, net and income tax (expense) benefit. 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 45 – 46 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023. |

  71. Annual Incentive Compensation

    | 34 | | 2023 Proxy Statement |

  72. Annual Incentive Compensation

    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:

  73. Annual Incentive Compensation

    | 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% |

  74. Annual Incentive Compensation

    The Compensation Committee approved the following target and maximum Annual Incentive Compensation opportunities for each named executive officer for fiscal 2023. No changes were made to the value of target bonuses for our named executive officers for fiscal 2023.

  75. Annual Incentive Compensation

    | Named Executive Officer | Fiscal 2023 Target Annual Incentive Opportunity | Fiscal 2023 Maximum Annual Incentive Opportunity | | K. Rupert Murdoch | 120% of Base Salary | 200% of Target | | Lachlan K. Murdoch | 200% of Base Salary | 200% of Target | | John P. Nallen | 150% of Base Salary | 200% of Target | | Viet D. Dinh | 100% of Base Salary | 200% of Target | | Steven Tomsic | 143% of Base Salary | 200% of Target |

  76. Quantitative Element of Annual Incentive Compensation

    Quantitative Element of Annual Incentive Compensation For fiscal 2023, 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:

  77. Quantitative Element of Annual Incentive Compensation

    | Performance Level | Adjusted EBITDA (in billions) | Payout as a % of Target | | Maximum | $4.24 | 200% | | Target | $3.48 – $3.58 | 100% | | Threshold | $2.83 | 50% |

  78. Quantitative Element of Annual Incentive Compensation

    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. 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 2023 Adjusted EBITDA of $3.19 billion fell between the threshold performance level and the lower end of the target performance range and therefore the Compensation Committee determined that the quantitative portion of the Annual Incentive Compensation was earned at 78% of the target range. The quantitative portion of the fiscal 2023 Annual Incentive Compensation was calculated as follows:

  79. Quantitative Element of Annual Incentive Compensation

    | Calculation Step | Amount Achieved | Threshold | ($ amounts in millions) | | | Subtract Threshold from the Amount Achieved | $3,191 | $2,826 | A | $365 | | Calculate difference between Target and Threshold | $3,482 | $2,826 | B | $656 | | Divide result by the difference between Target and Threshold to yield percentage of Threshold to Target achieved | | | A/B = C | 56% | | Multiply by difference in payout opportunity between Threshold and Target | 100% | 50% | D | 50% | | Percentage of payout multiplier earned | | | C*D = E | 28% | | Plus percentage earned for achieving Threshold | | | F | 50% | | Adjusted EBITDA payout multiplier earned | | | E+F | 78% |

  80. Quantitative Element of Annual Incentive Compensation

    | | 2023 Proxy Statement | 35 |

  81. Quantitative Element of Annual Incentive Compensation

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

  82. Quantitative Element of Annual Incentive Compensation

    | Named Executive Officers | 75% of Target (Quantitative Portion) | Adjusted EBITDA Payout Multiplier | Annual Incentive Compensation Earned based on Quantitative Performance | | K. Rupert Murdoch | $4,500,000 | 78% | $3,510,000 | | Lachlan K. Murdoch | $4,500,000 | 78% | $3,510,000 | | John P. Nallen | $2,250,000 | 78% | $1,755,000 | | Viet D. Dinh | $2,250,000 | 78% | $1,755,000 | | Steven Tomsic | $1,875,000 | 78% | $1,462,500 |

  83. Qualitative Element of Annual Incentive Compensation

    Qualitative Element of Annual Incentive Compensation Additionally, when determining each named executive officer’s Annual Incentive Compensation, the Compensation Committee also considered the named executive officers’ performance, individually and collectively as a group, against the qualitative factors and related evaluation metrics established in advance by the Compensation Committee for fiscal 2023, as well as other factors the Compensation Committee in its discretion deemed relevant to the achievement of the qualitative element of the Annual Incentive Compensation. This assessment comprised 25% of the Annual Incentive Compensation determination. The performance factors underpinning this component of the Annual Incentive Compensation help focus the named executive officers on cross-functional strategic initiatives that are imperative to the Company’s continued long-term success. In order to evaluate the extent to which the performance factors were achieved for fiscal 2023, the Compensation Committee undertook a qualitative assessment of the Company’s performance and the performance of our named executive officers, individually and collectively as a group, taking into account the following qualitative factors and fiscal 2023 achievements:

  84. Qualitative Element of Annual Incentive Compensation

    | Qualitative Performance Factor | Fiscal 2023 Achievements | | On-screen leadership | • FOX News continued as the top-rated national cable news channel in both Monday to Friday primetime and total day viewing, a ranking it has held for over 20 consecutive years. For the fiscal year, FOX News delivered primetime total viewership that beat the combined viewership of its closest cable news channel competitors and delivered ratings throughout the year 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 each quarter during fiscal 2023. • FOX Sports was the industry leader in live events for the fourth consecutive calendar year and followed that achievement with the broadcast of Super Bowl LVII, which set an all-time record as the most-watched program in U.S. television history. During the fiscal year, the NFL regular season on FOX averaged over 19 million viewers and finished as the #1 NFL package on television. FOX’s America’s Game of the Week remained television’s #1 show for the 14th year in a row and FOX’s Big Noon Saturday continued as the #1 game window in all of college football. FOX Sports solidified its leadership in college football, entering into a landmark rights extension with the Big Ten Conference. The 2022 FIFA Men’s World Cup averaged 3.6 million viewers across the FOX Network and FS1, up 30% from the 2018 matches, with the final ranking as the most watched men’s soccer game in U.S. history. • FOX Television Stations was the #1 or #2 rated news provider in the hours of 5 a.m. – 9 a.m. in the majority of the markets in which it operates. FOX Television Stations achieved record political advertising revenues from a competitive U.S. midterm election cycle during the fiscal year. • Tubi expanded its content library to over 60,000 titles, including the premiere of over 100 new original titles throughout the fiscal year, up from 40 in the prior year. • During the 2022-2023 broadcast season, FOX featured the #1 entertainment telecast with Next Level Chef following Super Bowl LVII, the #1 broadcast drama 9-1-1, #1 new unscripted series Special Forces: World’s Toughest Test, #1 new scripted drama in 2023 Accused, and three of the top 10 comedies on broadcast television with The Simpsons, Family Guy and Bob’s Burgers. |

  85. Qualitative Element of Annual Incentive Compensation

    | 36 | | 2023 Proxy Statement |

  86. Qualitative Element of Annual Incentive Compensation

    | Qualitative Performance Factor | Fiscal 2023 Achievements | | Expanding the Company’s digital/direct-to-consumer reach | • FOX News Media continued to enhance its digital footprint as FOX Nation continued to grow its subscriber base and FOX Weather expanded its distribution while significantly increasing audience engagement. FOX News Digital total page views grew 10% over the prior year, led by a 22% increase in mobile app engagement, and it undertook a refresh of the foxnews.com homepage. • Tubi became the most-watched FAST service in the U.S., reaching approximately 1.4% of total TV viewing minutes in June 2023, as measured by Nielsen’s The Gauge. In fiscal 2023, Tubi delivered record revenues, which grew approximately 33% compared to the prior year. Total view time (the total number of hours watched) reached approximately 6.8 billion hours over the course of fiscal 2023, an increase of over 50% over the prior year. • FOX Television Stations grew its digital advertising revenues by over 50% as compared to the prior fiscal year, led by the expansion and success of the FOX Local Extension (FLX) digital advertising platform, as well as the rollout of local news content on connected televisions and FAST channel distribution platforms, including Tubi’s linear streaming channels, in a number of markets. | | Execute commercial priorities | • FOX Sports and the Big Ten Network entered into a landmark 7-year media rights agreement with the Big Ten Conference. • The Company completed multi-year distribution and content licensing agreement renewals with key distribution partners. • The USFL returned for its second season and expanded into three additional markets (Detroit, Memphis and Canton). • FOX Sports achieved a favorable outcome in arbitration proceedings that decided claims FOX filed against Flutter Entertainment plc (“Flutter”). The arbitrator’s ruling confirmed that FOX Sports holds a 10-year call option that expires in December 2030 to acquire an 18.6% equity interest in Flutter’s majority-owned subsidiary FanDuel Group for $3.7 billion, plus an annual escalator of 5%. As of June 30, 2023, the option price is approximately $4 billion. FOX has no obligation to commit capital towards this opportunity unless and until it exercises the option. | | Capital allocation | • Increased annual dividend by $0.02 to $0.50 per share. • Returned approximately $2.3 billion of capital to our stockholders through the Company’s cash dividend and its stock repurchase program, including a $1 billion accelerated share repurchase transaction. • Maintained significant liquidity with approximately $4.3 billion of cash and cash equivalents on our balance sheet and approximately $7.2 billion in debt. | | Corporate culture and furthering our commitment to our environmental, social and governance agenda | • Our ESG commitments were 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 inclusion and diversity 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 in order to build the pipeline of next generation of leaders; and grew the FOX Internship Program, welcoming over 475 students in calendar year 2022. • Recognized by workplace inclusion organizations, including: • DiversityComm once again recognized FOX as a Top Employer and as a Top LGBTQ+ Friendly Company for 2023. |

  87. Qualitative Element of Annual Incentive Compensation

    | | 2023 Proxy Statement | 37 |

  88. Qualitative Element of Annual Incentive Compensation

    | Qualitative Performance Factor | Fiscal 2023 Achievements | | | • FOX was appointed to the Military Friendly® Employer list again for 2023 and named a Military Friendly® Brand; 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 2023, continuing year-over-year recognition as a top scoring employer. • Black EOE Journal, HISPANIC Network Magazine, Professional WOMAN’s Magazine and U.S. Veterans Magazine have all listed FOX as a 2023 top employer. • Invested in the communities we serve by supporting community groups, veteran service organizations, students, schools and families in need through volunteerism, partnerships, charitable gift matching and in-kind support to groups such as U.S.VETS and the American Red Cross. • Submitted our first response to the CDP Climate Change Questionnaire; began implementation of an environmental management system to better manage our environmental impacts at the FOX Studio Lot, and collaborated with the NFL during Super Bowl LVII and MLB throughout the 2022 MLB season to implement waste and energy reduction strategies; planted 10,000 trees and increased environmental awareness through our partnership with One Tree Planted and employee campaigns. • Published our second annual Political Activities Report. • 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. |

  89. Qualitative Element of Annual Incentive Compensation

    In order to determine the extent to which the qualitative portion of the Annual Incentive Compensation was achieved, the Compensation Committee evaluated both the level of achievement in relation to the qualitative performance goals established at the start of the fiscal year as well as other factors that emerged over the course of the fiscal year that impacted the Company’s performance. In addition, the Compensation Committee determined that each of our named executive officers contributed equally to the performance described above, and therefore the extent to which the qualitative performance was achieved was applied uniformly to each named executive officer’s Annual Incentive Compensation. The Compensation Committee determined that the above-described qualitative evaluation of the named executive officers, individually and as a group, did not fully satisfy qualitative performance objectives and therefore awarded 62.5% of the target qualitative portion of the Annual Incentive Compensation to the named executive officers. 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:

  90. Qualitative Element of Annual Incentive Compensation

    | | Quantitative Performance | | | Qualitative Performance | | | Total | | Named Executive Officers | 75% of Target | Multiple | Subtotal | 25% of Target | Multiple | Subtotal | | | K. Rupert Murdoch | $4,500,000 | 78% | $3,510,000 | $1,500,000 | 62.5% | $937,500 | $4,447,500 | | Lachlan K. Murdoch | $4,500,000 | 78% | $3,510,000 | $1,500,000 | 62.5% | $937,500 | $4,447,500 | | John P. Nallen | $2,250,000 | 78% | $1,755,000 | $750,000 | 62.5% | $468,750 | $2,223,750 | | Viet D. Dinh | $2,250,000 | 78% | $1,755,000 | $750,000 | 62.5% | $468,750 | $2,223,750 | | Steven Tomsic | $1,875,000 | 78% | $1,462,500 | $625,000 | 62.5% | $390,625 | $1,853,125 |

  91. Qualitative Element of Annual Incentive Compensation

    | 38 | | 2023 Proxy Statement |

  92. Long-Term Equity-Based Incentive Awards

    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 growth for stockholders, and attract, retain and motivate top executive talent. Consequently, in August 2022, the Compensation Committee granted for fiscal 2023 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 2023 is as follows:

  93. Long-Term Equity-Based Incentive Awards

    | • | 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 2022 remains open and the Stock Hurdle is subject to achievement. |

  94. Long-Term Equity-Based Incentive Awards

    | • | 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: |

  95. Long-Term Equity-Based Incentive Awards

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

  96. Long-Term Equity-Based Incentive Awards

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

  97. Long-Term Equity-Based Incentive Awards

    | (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%. |

  98. Long-Term Equity-Based Incentive Awards

    | • | 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. |

  99. Long-Term Equity-Based Incentive Awards

    The Compensation Committee believes that allocating 50% of FOX’s long-term equity-based incentive awards as performance-based compensation appropriately aligns our named executive officers’ interests with those of FOX’s stockholders. For comparison, within the Peer Group, performance-based equity makes up an average of approximately 50% of regular annual long-term equity-based incentive grant value. Collectively, the Compensation Committee allocated 85% of the grant value of the performance-based portion of each named executive officer’s target long-term incentive award to the Stock Hurdle and Relative TSR (which we refer to collectively as the hurdled stock performance measures) and 15% of the grant value to Company financial performance. The Compensation Committee selected the hurdled stock performance measures to strengthen the alignment of interests between the named executive officers and our stockholders. Company financial performance is measured through EPS and FCF. The Compensation Committee selected these metrics because it believes they support the Company’s long-term creation of stockholder value. EPS is one of the primary measures used by FOX’s investors and analysts to assess FOX’s and our management’s performance, and FCF gives a clear view of the Company’s ability to generate cash that can be used for investments in the business, returns to stockholders and other actions that enhance stockholder value. The Company adjusts EPS and FCF to ensure that the measurement of performance reflects factors that management can directly control and is not artificially inflated or diminished by factors unrelated to the ongoing operation of the business. This is intended to ensure that our named executive officers neither benefit from nor are penalized for unexpected or uncontrollable events or strategic decisions that are in the long-term interest of stockholders, but may have a negative or neutral effect on our named executive officers’ compensation and thus might drive decision-making that is not aligned with our stockholders’ interests. For the fiscal 2023-2025 performance period, in August 2022 each of our named executive officers received long-term equity-based incentive awards in the following aggregate target amount:

  100. Long-Term Equity-Based Incentive Awards

    | Named Executive Officer | Fiscal 2023-2025 Target Long-Term Incentive Award Opportunity | | K. Rupert Murdoch | 140% of Base Salary | | Lachlan K. Murdoch | 367% of Base Salary | | John P. Nallen | 250% of Base Salary | | Viet D. Dinh | 167% of Base Salary | | Steven Tomsic | 171% of Base Salary |

  101. Long-Term Equity-Based Incentive Awards

    | | 2023 Proxy Statement | 39 |

  102. Long-Term Equity-Based Incentive Awards

    The grant date for long-term equity-based incentive awards is the date on which the Compensation Committee approves awards under the 2019 Shareholder Alignment Plan, with the exercise price of stock options set as the volume-weighted average price of the Class A Common Stock on Nasdaq on the date of grant and the number of RSUs and PSUs underlying each award determined based on the 20-day trailing average of the closing price of the Class A Common Stock as of the last day of the fiscal year.

  103. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period As previously disclosed in our proxy statement filed in connection with our 2020 Annual Meeting of Stockholders, in August 2020, the Compensation Committee granted long-term equity-based incentive awards that include PSUs (the “fiscal 2021 PSUs”) for the three-year performance period ended June 30, 2023 (the “fiscal 2021-2023” performance period). The fiscal 2021 PSUs vested based on the extent to which average annual adjusted EPS(3) growth (15%), average annual adjusted FCF(4) growth (15%), and the Company’s Relative TSR (70%) (collectively referred to as the “performance metrics”) were achieved over the fiscal 2021-2023 performance period. In August and September 2020, the Compensation Committee established the following performance levels and weightings for the fiscal 2021 PSUs’ performance metrics:

  104. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    | | Fiscal 2021 – 2023 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 | 7% | 10% | ≥75th Percentile | 200% | | Target | 1% | 5% | 50th Percentile | 100% | | Threshold | -5% | 0% | <25th Percentile | 0% |

  105. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    | (a) TSR has a 50% payout at the 25th Percentile. |

  106. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    In August 2023, the Compensation Committee evaluated the average annual adjusted EPS growth, the average annual adjusted FCF growth and the Company’s three-year Relative TSR and approved the weighted payout of the three performance metrics (the “Final Performance Factor”) as set forth below.

  107. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    | Performance Metrics | Target Performance | Actual Performance | Weighted Contribution | | Adjusted EPS Growth | 1% | 12.9% | 30% | | Adjusted FCF Growth | 5% | 0.3% | 1% | | Relative TSR | 50th Percentile | 30th Percentile | 41% | | Final Performance Factor | | | 72% |

  108. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    | (3) “Adjusted EPS” is calculated by dividing adjusted net income by the number of shares of stock (or stock equivalents) of the combined classes of the Company’s common stock used in the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2023 included in its Annual Report on Form 10-K (the “Financial Statements”) for the applicable fiscal year in determining diluted earnings per share, after adjusting for new share issuances and the effect of corporate reorganizations such as stock splits. Adjusted net income is determined by excluding net income effects of impairment and restructuring charges; adjustments to equity (losses) earnings of affiliates; other, net; and tax provision adjustments. The determination of Adjusted EPS may reflect such other adjustments that the Compensation Committee deems appropriate so that the measurement of performance against the performance metric is not distorted. The Compensation Committee did not make any such additional adjustments to Adjusted EPS in determining Adjusted EPS growth for the fiscal 2021-2023 performance period. |

  109. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    | (4) “FCF” is calculated as net cash provided by operating activities as reported in the Financial Statements, less capital expenditures. Comparable adjustments made to net income as reported in the Financial Statements in connection with the determination of adjusted net income will be made to FCF to the extent such adjustments impact FCF. The determination of Adjusted FCF may reflect such other adjustments to FCF that the Compensation Committee deems appropriate so that the measurement of performance against the performance metric is not distorted. The Compensation Committee did not make any such additional adjustments to FCF in determining Adjusted FCF growth for the fiscal 2021-2023 performance period. |

  110. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    | 40 | | 2023 Proxy Statement |

  111. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    The weighted contribution disclosed in the table above reflects the percentage of the aggregate fiscal 2021 PSU performance achievement, factoring in the extent to which the applicable performance metric was achieved and the weighting placed on the applicable performance metric by the Compensation Committee. Based on the Company’s performance, the Compensation Committee determined a Final Performance Factor of 72% of target. As a result, the fiscal 2021 PSUs vested at 72% of the sum of the target number of shares of Class A Common Stock originally granted under such award plus the amount of dividend equivalents accrued on the award during the performance period. The ultimate performance payout for the fiscal 2021 PSUs reflects the initial rigor associated with the performance goals established by the Compensation Committee. Our named executive officers received shares of Class A Common Stock in respect of the fiscal 2021 PSUs determined by multiplying the target number of fiscal 2021 PSUs awarded (including accrued dividend equivalents) by the Final Performance Factor as follows:

  112. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    | Named Executive Officers | Fiscal 2021 Target PSU Award Opportunity (# Shares) | Final Performance Factor | Fiscal 2021 Final PSU Award Shares Earned (# Shares)(a) | | K. Rupert Murdoch | 60,869 | 72% | 45,676 | | Lachlan K. Murdoch | 95,652 | 72% | 71,777 | | John P. Nallen | 43,478 | 72% | 32,624 | | Viet D. Dinh | 43,478 | 72% | 32,624 | | Steven Tomsic | 17,391 | 72% | 13,049 |

  113. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period

    | (a) The amount of shares earned with respect to the 2021 PSU Awards includes additional shares of Class A Common Stock that reflect dividend equivalents accrued and settled at the time the underlying PSUs vested. |

  114. Framework for Fiscal 2024 Long-Term Equity-Based Incentive Awards

    Framework for Fiscal 2024 Long-Term Equity-Based Incentive Awards In order to maintain our pay for performance principles, the Compensation Committee granted equity-based awards for fiscal 2024 in a form substantially consistent with those granted for fiscal 2023, as follows:

  115. Framework for Fiscal 2024 Long-Term Equity-Based Incentive Awards

    | • | 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. |

  116. Framework for Fiscal 2024 Long-Term Equity-Based Incentive Awards

    | • | 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: |

  117. Framework for Fiscal 2024 Long-Term Equity-Based Incentive Awards

    | (a) Average annual adjusted EPS growth, weighted 15%; |

  118. Framework for Fiscal 2024 Long-Term Equity-Based Incentive Awards

    | (b) Average annual adjusted FCF growth, weighted 15%; and |

  119. Framework for Fiscal 2024 Long-Term Equity-Based Incentive Awards

    | (c) The Company’s Relative TSR, weighted 70%. |

  120. Framework for Fiscal 2024 Long-Term Equity-Based Incentive Awards

    | • | 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. |

  121. Framework for Fiscal 2024 Long-Term Equity-Based Incentive Awards

    Collectively, the Compensation Committee allocated 85% of the grant value of the performance-based portion of each named executive officer’s fiscal 2024 target long-term incentive award to a hurdled stock performance metric and 15% of the grant value to Company financial projections. Consistent with prior PSUs granted to our named executive officers, the PSU and PSO performance metrics for the fiscal 2024 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 2024 appropriately aligns our named executive officers’ interests with those of FOX’s stockholders and is broadly consistent with peer practice.

  122. Employment Arrangements, Severance and Change in Control Arrangements

    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, Dinh and Tomsic, the terms of which conclude on June 30, 2026 for Messrs. L.K. Murdoch and Tomsic and on June 30, 2025 for Messrs. Nallen and Dinh. 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 contains 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.”

  123. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has retained FW Cook to advise the Compensation Committee on its named executive officer and non-executive Director compensation practices and framework. For information on the Compensation Committee’s consideration of FW Cook’s independence, please see the section titled “Committees and Meetings of the Board of Directors – Compensation Committee.”

  124. Summary Compensation Table for the Fiscal Year Ended June 30, 2023

    Summary Compensation Table for the Fiscal Year Ended June 30, 2023 The following table, and the accompanying footnotes, set forth information with respect to total compensation for the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, respectively, for our named executive officers who served in such capacity on June 30, 2023.

  125. Summary Compensation Table for the Fiscal Year Ended June 30, 2023

    | Name and Principal Position | Fiscal Year | Salary | Stock Awards(b) | Option Awards(c) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(d) | All Other Compensation(e) | Total | | K. Rupert Murdoch Chair | 2023 | $5,000,000 | $5,834,521 | $1,750,000 | $4,447,500 | $5,709,000 | $200,879 | $22,941,900 | | | 2022 | $5,000,000 | $5,225,715 | $1,750,000 | $6,270,000 | $ — | $191,059 | $18,436,774 | | | 2021 | $3,750,000(a) | $5,064,327 | $1,750,000 | $10,500,000 | $9,918,000 | $137,971 | $31,120,298 | | Lachlan K. Murdoch Executive Chair and Chief Executive Officer | 2023 | $3,000,000 | $9,168,582 | $2,750,000 | $4,447,500 | $646,000 | $1,765,820 | $21,777,902 | | | 2022 | $3,000,000 | $8,211,824 | $2,750,000 | $6,270,000 | $ — | $1,516,857 | $21,748,681 | | | 2021 | $2,250,000(a) | $7,958,246 | $2,750,000 | $10,500,000 | $2,923,000 | $1,294,153 | $27,675,399 | | John P. Nallen Chief Operating Officer | 2023 | $2,000,000 | $4,167,486 | $1,250,000 | $2,223,750 | $924,000 | $117,350 | $10,682,586 | | | 2022 | $2,000,000 | $3,732,621 | $1,250,000 | $3,135,000 | $ — | $105,073 | $10,222,694 | | | 2021 | $1,500,000(a) | $3,617,370 | $1,250,000 | $5,250,000 | $787,000 | $46,544 | $12,450,914 | | Viet D. Dinh Chief Legal and Policy Officer | 2023 | $3,000,000 | $4,167,486 | $1,250,000 | $2,223,750 | $ — | $99,955 | $10,741,191 | | | 2022 | $3,000,000 | $3,732,621 | $1,250,000 | $3,135,000 | $ — | $71,848 | $11,189,469 | | | 2021 | $2,250,000(a) | $3,617,370 | $1,250,000 | $5,250,000 | $ — | $45,248 | $12,412,618 | | Steven Tomsic Chief Financial Officer | 2023 | $1,750,000 | $2,500,493 | $750,000 | $1,853,125 | $ — | $26,461 | $6,880,079 | | | 2022 | $1,500,000 | $1,493,016 | $500,000 | $2,612,500 | $ — | $31,256 | $6,136,772 | | | 2021 | $1,125,000(a) | $1,446,931 | $500,000 | $4,375,000 | $ — | $24,894 | $7,471,825 |

  126. Summary Compensation Table for the Fiscal Year Ended June 30, 2023

    | (a) The amount reflects base salary earned in fiscal 2021 taking into consideration our named executive officers’ decision to voluntarily forgo 100% of their base salaries from May 1, 2020 until September 30, 2020 in response to the COVID-19 pandemic. |

  127. Summary Compensation Table for the Fiscal Year Ended June 30, 2023

    | (b) This amount represents the aggregate grant date fair value of stock awards granted during the applicable fiscal year, assuming target performance for all PSUs. Assuming the maximum level of performance, the grant date fair value for the fiscal 2023 PSUs would be $4,547,830 for Mr. K.R. Murdoch; $7,146,604 for Mr. L.K. Murdoch; $3,248,402 for Mr. Nallen, $3,248,402 for Mr. Dinh and $1,949,058 for Mr. Tomsic. The actual value, if any, that the named executive officers will realize for these awards is a function of the value of the underlying shares if and when these awards vest and the level of attainment of the applicable performance targets. |

  128. Summary Compensation Table for the Fiscal Year Ended June 30, 2023

    | (c) The amounts set forth in the Option Awards column represent the aggregate grant date fair value of option awards granted during the applicable fiscal year estimated on the date of grant using the Black-Scholes option-pricing model. For stock options granted in fiscal 2023, the option awards will vest only if, at any point during the fiscal 2023-2025 performance period, the closing price of the Class A Common Stock exceeds the exercise price of the option awards by at least 15% for at least 30 consecutive calendar days. For additional information about the assumptions used in these calculations, please see Note 12 “Equity-Based Compensation” to the audited consolidated financial statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on August 11, 2023. |

  129. Summary Compensation Table for the Fiscal Year Ended June 30, 2023

    | (d) The values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are theoretical, as these amounts are calculated pursuant to SEC requirements and are based on a retirement assumption of age 60 or current age, if later, and other assumptions used in preparing the Company’s June 30, 2023 audited consolidated financial statements. The change in actuarial present value for each named executive officer’s accumulated pension benefits under the applicable Company pension plans from year to year as reported in the Summary Compensation Table is subject to interest rate volatility and may not represent, nor does it affect, the value that a named executive officer will actually accrue under the Company’s pension plans during any given fiscal year. The change in pension value in fiscal 2023 was primarily due to the accrual of an additional year of benefits and a change in the discount rate. |

  130. Summary Compensation Table for the Fiscal Year Ended June 30, 2023

    | 46 | | 2023 Proxy Statement |

  131. Summary Compensation Table for the Fiscal Year Ended June 30, 2023

    | (e) All Other Compensation paid in fiscal 2023 is calculated based on the incremental cost to the Company and is comprised of the following: |

  132. Summary Compensation Table for the Fiscal Year Ended June 30, 2023

    | Perquisites | K. Rupert Murdoch | Lachlan K. Murdoch | John P. Nallen | Viet D. Dinh | Steven Tomsic | | Personal Use of Corporate Aircraft | $114,335 | $188,175 | $58,394 | $81,373 | $7,879 | | Personal Use of Corporate Car/Car Allowance | $25,140 | $14,400 | $23,175 | $— | $— | | Company Contributions to 401(k) Plan | $13,200 | $13,200 | $13,200 | $13,200 | $13,200 | | Life Insurance Premiums(1) | $48,204 | $5,382 | $22,581 | $5,382 | $5,382 | | Residential Security | $— | $1,544,663 | $— | $— | $— | | Total | $200,879 | $1,765,820 | $117,350 | $99,955 | $26,461 |

  133. Summary Compensation Table for the Fiscal Year Ended June 30, 2023

    | (1) Represents imputed income to the named executive officers under the Company’s executive life insurance program. |

  134. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2023

    Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2023 The following table sets forth information with respect to grants of plan-based awards to the named executive officers during fiscal 2023.

  135. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($)(c) | Grant Date Fair Value of Stock and Option Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | K. Rupert Murdoch | | $2,250,000 | $6,000,000 | $12,000,000 | | | | | | | | | | 8/8/2022 | | | | 18,617 | 53,191 | 106,382 | | | | $2,273,915 | | | 8/8/2022(a) | | | | | | | 106,382 | | | $3,560,606 | | | 8/8/2022(b) | | | | | | | | 168,756 | $33.50 | $1,750,000 | | Lachlan K. Murdoch | | $2,250,000 | $6,000,000 | $12,000,000 | | | | | | | | | | 8/8/2022 | | | | 29,255 | 83,586 | 167,173 | | | | $3,573,302 | | | 8/8/2022(a) | | | | | | | 167,173 | | | $5,595,280 | | | 8/8/2022(b) | | | | | | | | 265,188 | $33.50 | $2,750,000 | | John P. Nallen | | $1,125,000 | $3,000,000 | $6,000,000 | | | | | | | | | | 8/8/2022 | | | | 13,298 | 37,993 | 75,987 | | | | $1,624,201 | | | 8/8/2022(a) | | | | | | | 75,987 | | | $2,543,285 | | | 8/8/2022(b) | | | | | | | | 120,540 | $33.50 | $1,250,000 | | Viet D. Dinh | | $1,125,000 | $3,000,000 | $6,000,000 | | | | | | | | | | 8/8/2022 | | | | 13,298 | 37,993 | 75,987 | | | | $1,624,201 | | | 8/8/2022(a) | | | | | | | 75,987 | | | $2,543,285 | | | 8/8/2022(b) | | | | | | | | 120,540 | $33.50 | $1,250,000 | | Steven Tomsic | | $937,500 | $2,500,000 | $5,000,000 | | | | | | | | | | 8/8/2022 | | | | 7,979 | 22,796 | 45,592 | | | | $974,529 | | | 8/8/2022(a) | | | | | | | 45,592 | | | $1,525,964 | | | 8/8/2022(b) | | | | | | | | 72,324 | $33.50 | $750,000 |

  136. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2023

    | (a) Reflects the right to receive shares of Class A Common Stock that vest in equal installments on August 15 of each of 2023, 2024 and 2025 subject to continued employment through the applicable vesting date (unless otherwise accelerated upon certain qualifying terminations of employment). |

  137. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2023

    | (b) Reflects stock options that become exercisable on August 8, 2025, based on the attainment of a 15% increase in the price of Class A Common Stock over the exercise price for at least 30 consecutive calendar days during the period from the date of grant to August 8, 2025. |

  138. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2023

    | (c) The exercise price of the stock options is the volume-weighted average price of the Class A Common Stock on the date of grant. |

  139. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2023

    | | 2023 Proxy Statement | 47 |

  140. Outstanding Equity Awards at June 30, 2023

    Outstanding Equity Awards at June 30, 2023 The following table sets forth information with respect to each of the named executive officer’s outstanding share-based awards at June 30, 2023.

  141. Outstanding Equity Awards at June 30, 2023

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Shares Underlying Unexercised Options (#) Exercisable | Number of Shares Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#)(d) | Market Value of Shares of Stock That Have Not Vested ($)(e) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(f) | Equity Incentive Plan Awards: Market Value of Shares of Stock That Have Not Vested ($)(e) | | K. Rupert Murdoch | 288,350 | — | $40.26 | 3/18/2026 | 259,938 | $8,837,892 | 101,962 | $3,466,708 | | | 239,071 | — | $36.00 | 8/4/2026 | — | — | — | — | | | | 255,474(a) | $26.12 | 8/3/2030 | | | | | | | — | 175,000(b) | $34.83 | 8/3/2031 | — | — | — | — | | | — | 168,756(c) | $33.50 | 8/8/2032 | — | — | — | — | | Lachlan K. Murdoch | 576,701 | — | $40.26 | 3/18/2026 | 408,470 | $13,887,980 | 160,226 | $5,447,684 | | | 375,683 | — | $36.00 | 8/4/2026 | — | — | — | — | | | | 401,459(a) | $26.12 | 8/3/2030 | | | | | | | — | 275,000(b) | $34.83 | 8/3/2031 | — | — | — | — | | | — | 265,188(c) | $33.50 | 8/8/2032 | — | — | — | — | | John P. Nallen | 288,350 | — | $40.26 | 3/18/2026 | 185,667 | $6,312,678 | 72,829 | $2,476,186 | | | 170,765 | | $36.00 | 8/4/2026 | — | — | — | — | | | | 182,481(a) | $26.12 | 8/3/2030 | | | | | | | — | 125,000(b) | $34.83 | 8/3/2031 | — | — | — | — | | | — | 120,540(c) | $33.50 | 8/8/2032 | — | — | — | — | | Viet D. Dinh | 187,427 | — | $40.26 | 3/18/2026 | 185,667 | $6,312,678 | 72,829 | $2,476,186 | | | 170,765 | | $36.00 | 8/4/2026 | — | — | — | — | | | | 182,481(a) | $26.12 | 8/3/2030 | | | | | | | — | 125,000(b) | $34.83 | 8/3/2031 | — | — | — | — | | | — | 120,540(c) | $33.50 | 8/8/2032 | — | — | — | — | | Steven Tomsic | 115,340 | — | $40.26 | 3/18/2026 | 89,697 | $3,049,698 | 36,847 | $1,252,798 | | | 68,306 | | $36.00 | 8/4/2026 | — | — | — | — | | | | 72,992(a) | $26.12 | 8/3/2030 | | | | | | | — | 50,000(b) | $34.83 | 8/3/2031 | — | — | — | — | | | — | 72,324(c) | $33.50 | 8/8/2032 | — | — | — | — |

  142. Outstanding Equity Awards at June 30, 2023

    | (a) Represents stock options granted pursuant to the 2019 SAP that may become exercisable on August 3, 2023, based on (i) the attainment of a 15% increase in the price of Class A Common Stock over the exercise price for at least 30 consecutive calendar days during the period from the date of grant, August 3, 2020, to August 3, 2023 (which was achieved), and (ii) the applicable named executive officer’s continued employment through August 3, 2023. |

  143. Outstanding Equity Awards at June 30, 2023

    | (b) Represents stock options granted pursuant to the 2019 SAP that may become exercisable on August 3, 2024, based on (i) the attainment of a 15% increase in the price of Class A Common Stock over the exercise price for at least 30 consecutive calendar days during the period from the date of grant, August 3, 2022, to August 3, 2024 (which was achieved), and (ii) the applicable named executive officer’s continued employment through August 3, 2024. |

  144. Outstanding Equity Awards at June 30, 2023

    | (c) Represents stock options granted pursuant to the 2019 SAP that may become exercisable on August 8, 2025, based on (i) the attainment of a 15% increase in the price of Class A Common Stock over the exercise price for at least 30 consecutive calendar days during the period from the date of grant, August 8, 2022, to August 8, 2025, and (ii) the applicable named executive officer’s continued employment through August 8, 2025. |

  145. Outstanding Equity Awards at June 30, 2023

    | 50 | | 2023 Proxy Statement |

  146. Outstanding Equity Awards at June 30, 2023

    | (d) This amount, further detailed in the table below, includes the following: (i) FOX PSU Awards earned for the fiscal 2021-2023 performance period that ended on June 30, 2023 based on Company achievement of the Final Performance Factor, which vested on August 15, 2023 (“FOX 21 PSU”) – for further information, please see the discussion under the heading “Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2021-2023 Performance Period” in Compensation Discussion and Analysis, (ii) FOX RSU Awards granted pursuant to the 2019 SAP that vest in equal installments on August 15 of each of 2021, 2022 and 2023 (“FOX 21 RSU”); (iii) FOX RSU Awards granted pursuant to the 2019 SAP that vest in equal installments on August 15 of each of 2022, 2023 and 2024 (“FOX 22 RSU”) and (iv) FOX RSU Awards granted pursuant to the 2019 SAP that vest in equal installments on August 15 of each of 2023, 2024 and 2025 (“FOX 23 RSU”). In addition, the table below includes the additional units representing shares of Class A Common Stock that reflect dividend equivalents accrued with respect to all FOX 21 PSUs, FOX 21 RSUs, FOX 22 RSUs and FOX 23 RSUs. Dividend equivalents will settle when, and only to the extent that, the underlying RSUs and PSUs vest. |

  147. Outstanding Equity Awards at June 30, 2023

    | Name | Stock Awards | | | | | Award Type | Date of Grant | Number of Shares of Stock That Have Not Vested (#) | | K. Rupert Murdoch | FOX 21 PSU | 8/3/2020 | 45,676 | | | FOX 21 RSU | 8/3/2020 | 42,297 | | | FOX 22 RSU | 8/3/2021 | 63,930 | | | FOX 23 RSU | 8/8/2022 | 108,035 | | Lachlan K. Murdoch | FOX 21 PSU | 8/3/2020 | 71,777 | | | FOX 21 RSU | 8/3/2020 | 66,462 | | | FOX 22 RSU | 8/3/2021 | 100,460 | | | FOX 23 RSU | 8/8/2022 | 169,771 | | John P. Nallen | FOX 21 PSU | 8/3/2020 | 32,624 | | | FOX 21 RSU | 8/3/2020 | 30,213 | | | FOX 22 RSU | 8/3/2021 | 45,662 | | | FOX 23 RSU | 8/8/2022 | 77,168 | | Viet D. Dinh | FOX 21 PSU | 8/3/2020 | 32,624 | | | FOX 21 RSU | 8/3/2020 | 30,213 | | | FOX 22 RSU | 8/3/2021 | 45,662 | | | FOX 23 RSU | 8/8/2022 | 77,168 | | Steven Tomsic | FOX 21 PSU | 8/3/2020 | 13,049 | | | FOX 21 RSU | 8/3/2020 | 12,083 | | | FOX 22 RSU | 8/3/2021 | 18,265 | | | FOX 23 RSU | 8/8/2022 | 46,300 |

  148. Outstanding Equity Awards at June 30, 2023

    | (e) Calculated using the closing price of the Company’s Class A Common Stock as reported on Nasdaq on June 30, 2023 of $34.00. |

  149. Outstanding Equity Awards at June 30, 2023

    | (f) Represents (i) FOX PSU Awards granted on August 3, 2021 for the fiscal 2022-2024 performance period that will vest on August 15, 2024 (“FOX 22 PSU”) and (ii) FOX PSU Awards granted on August 8, 2022 for the fiscal 2023-2025 performance period that will vest on August 15, 2025 (“FOX 23 PSU”). In addition, the number of FOX 22 PSUs and FOX 23 PSUs presented includes the additional units representing shares of Class A Common Stock that reflect dividend equivalents accrued with respect to all FOX 22 PSUs and FOX 23 PSUs. Dividend equivalents will settle when, and only to the extent that, the underlying PSUs vest. |

  150. Outstanding Equity Awards at June 30, 2023

    | | 2023 Proxy Statement | 51 |

  151. Stock Vested During the Fiscal Year Ended June 30, 2023

    Stock Vested During the Fiscal Year Ended June 30, 2023 The following table sets forth information with respect to the vesting of equity awards for each of the named executive officers during fiscal 2023.

  152. Stock Vested During the Fiscal Year Ended June 30, 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | K. Rupert Murdoch | 137,135 | $5,005,428 | | Lachlan K. Murdoch | 215,502 | $7,865,823 | | John P. Nallen | 97,951 | $3,575,212 | | Viet D. Dinh | 97,951 | $3,575,212 | | Steven Tomsic | 39,176 | $1,429,924 |

  153. Pension Benefits as of June 30, 2023

    Pension Benefits as of June 30, 2023 The following table sets forth information with respect to each Company plan that provides payments in connection with retirement with respect to each of the named executive officers.

  154. Pension Benefits as of June 30, 2023

    | Name(a) | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | | K. Rupert Murdoch(b) | Qualified Pension Plan(d) | 71 | $1,934,000 | $459,000 | | | Individual Supplemental Executive Retirement Plan | 71 | $146,225,000 | — | | | Total | | $148,159,000 | $459,000 | | Lachlan K. Murdoch(c) | Qualified Pension Plan(d) | 9 | $114,000 | — | | | Supplemental Executive Retirement Plan | 9 | $68,000 | — | | | Individual Supplemental Executive Retirement Plan | 17 | $17,707,000 | — | | | Total | | $17,889,000 | — | | John P. Nallen | Qualified Pension Plan(d) | 29 | $1,497,000 | — | | | Supplemental Executive Retirement Plan | 29 | $633,000 | — | | | Individual Supplemental Executive Retirement Plan | 39 | $21,297,000 | — | | | Total | | $23,427,000 | — |

  155. Pension Benefits as of June 30, 2023

    | (a) Messrs. Dinh and Tomsic are not entitled to participate in the Company’s pension plans because they were closed to new employees at the time they joined the Company. |

  156. Pension Benefits as of June 30, 2023

    | (b) Mr. K.R. Murdoch’s pension benefits are primarily from the ISERA (as defined below). The value of his benefit reflects his 71 years of service with the Company, and since the timing of benefits from this plan are subject to Internal Revenue Code Section 409A, Mr. K.R. Murdoch cannot commence his benefits until he retires. While his benefits are subject to the delay, the Company actuarially increases the amount of his benefits to maintain the value of benefits he has already earned. |

  157. Pension Benefits as of June 30, 2023

    | (c) If Mr. L.K. Murdoch’s employment is terminated by the Company without cause or by Mr. L.K. Murdoch with good reason, Mr. L.K. Murdoch is entitled to additional age and service credits when calculating his pension benefits. Please see the section titled “Description of Pension Benefits.” The value of this benefit for Mr. L.K. Murdoch as of June 30, 2023 is $2.8 million. |

  158. Pension Benefits as of June 30, 2023

    | (d) Qualified pension plan includes benefits earned under two legacy pension plans assumed by FOX in connection with the Transaction. |

  159. Description of Pension Benefits

    Description of Pension Benefits FOX maintains legacy pension benefits that were originally established by 21CF and assumed by FOX in connection with the Transaction. These are a legacy qualified pension plan (the “Qualified Pension Plan”), a legacy Supplemental Executive Retirement Plan (the “SERP”) and legacy Individual Supplemental Employee Retirement Agreements (the “ISERAs”) that provide enhanced retirement benefits.

  160. Description of Pension Benefits

    | 52 | | 2023 Proxy Statement |

  161. Description of Pension Benefits

    The Qualified Pension Plan is a broad-based, tax-qualified defined benefit plan maintained for employees hired before January 1, 2008, including Messrs. K.R. Murdoch, L.K. Murdoch, and Nallen. Under the Qualified Pension Plan, participants are generally entitled to receive unreduced benefits upon retirement at age 65 or later, paid in the form of a monthly annuity. The accrued benefit under the Qualified Pension Plan at normal retirement age for service after June 30, 1989 is generally equal to 1% of monthly compensation times years of service after June 30, 1989, plus 0.6% of average monthly compensation in excess of average covered compensation times such years of service, up to a maximum of 35 years (years of service includes service prior to June 30, 1989). For service prior to June 30, 1989, the accrued benefit is calculated under the prior plan formula and adjusted for the increase in average compensation. Average compensation is generally compensation reported on the participant’s W-2 form plus 401(k) plan or Section 125 deferrals, but does not include non-cash bonuses, for any 60 consecutive months during the participant’s last 120 months of service. The Company pays the entire cost of the benefits provided under the Qualified Pension Plan. Eligible compensation for purposes of the Qualified Pension Plan is limited by federal law. The SERP provides benefits to employees who participate in the Qualified Pension Plan but whose annual compensation exceeded the compensation limit imposed on the Qualified Pension Plan by the Internal Revenue Service ($330,000 in calendar year 2023), including Messrs. L.K. Murdoch and Nallen. The compensation limit for the SERP is capped at $100,000 in excess of the qualified pension limit imposed by the Internal Revenue Service (SERP cap is $430,000 in calendar year 2023). The benefits provided by the SERP are calculated using the same formula as the Qualified Pension Plan. Messrs. K.R. Murdoch, L.K. Murdoch, and Nallen also each participate in legacy ISERAs. The ISERA compensation limit for fiscal 2023 is between $2.3 million and $3.3 million, and varies by individual. The benefit provided under the ISERA is unreduced for early retirement beginning at age 60 and is paid as 100% joint and surviving spouse annuity, and the benefit can be paid in a lump sum or installments if so elected. This benefit is indexed annually at retirement to account for inflation. The ISERA also provides retirement health and life insurance benefits to the participating executives and their spouses. The SERP and the ISERA are nonqualified plans for tax purposes and are funded using a grantor trust. The assets in the grantor trust are unsecured funds of FOX and can be used to satisfy FOX’s obligations in the event of bankruptcy or insolvency. The assumed retirement age for Messrs. K.R. Murdoch and Nallen is their respective current age, as they are each currently entitled to unreduced pension benefits under the ISERA, while Mr. L.K. Murdoch’s is the age he is entitled to receive unreduced benefits from the ISERA.

  162. Potential Payments Upon Termination

    Potential Payments Upon Termination As noted in the section titled “Employment Arrangements,” the applicable employment agreements for Messrs. L.K. Murdoch, Nallen, Dinh and Tomsic and the terms and conditions of the Annual SAP Awards provide for certain payments and benefits upon a separation from the Company.

  163. Quantification of Payments

    | (a) Messrs. K.R. Murdoch and Nallen are retirement eligible and are each currently entitled to unreduced pension benefits under the ISERA. |

  164. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, the Company is disclosing the ratio of the annual total compensation of the Chief Executive Officer to the annual total compensation of the Company’s median employee (excluding the Chief Executive Officer). This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. In calculating this ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of international operations, business models and scale, as well as the different estimates, assumptions and methodologies applied by other companies in calculating their respective pay ratios. For fiscal 2023, the annual total compensation of the Chief Executive Officer was $21,777,902 and the annual total compensation of the median employee of the Company was $97,491, which resulted in a ratio of 223 to 1. The pay ratio is based on the Company’s payroll and employment records and the following methodology. The Company used May 12, 2023 as the date to determine the median employee. At that date, the Company had approximately 17,960 employees globally consisting of full-time, part-time and temporary employees. In determining the median employee, the Company excluded from its employee population all of its employees located in China (113), India (66), Israel (11), Italy (2) and the United Kingdom (16), which in aggregate represent less than 5% of our workforce under SEC rules. To identify the median employee, the Company reviewed data on base salary plus overtime, incentives and other allowances paid to employees during the fiscal year ended June 30, 2023. Base salaries were adjusted for full-time and part-time employees hired during the measurement period to reflect a full year of service. No cost-of-living adjustments were made in identifying the median employee. We believe that annual base salary plus overtime, incentives and other allowances is a consistently applied compensation measure at the Company and most appropriate for determining the median employee. After the median employee was identified, we calculated such employee’s annual total compensation using the same methodology used for the Company’s named executive officers as set forth in the Summary Compensation Table.

  165. CEO Pay Ratio

    | 56 | | 2023 Proxy Statement |

  166. Pay Versus Performance

    Pay Versus Performance In accordance with SEC rules, we are providing the following information r e garding the relationship between compensation actually paid (as calculated in accordance with the SEC rules) and our financial performance for fiscal 2023, 2022 and 2021. For further information on FOX’s variable pay-for-performance philosophy and alignment of executive compensation with FOX’s performance, please see “Compensation Discussion and Analysis” beginning on page 30. The following table sets forth additional compensation information for our CEO (our “Principal Executive Officer” or “PEO”) and named executive officers other than our PEO (“Non-PEO NEOs”), including the compensation actually paid (“CAP”) to our PEO and the average compensation actually paid (“Average CAP”) to our Non-PEO NEOs, as determined in accordance with SEC rules; total shareholder return (“TSR”); net income; and Adjusted EBITDA for the last three completed fiscal years:

  167. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO (a) | Compensation Actually Paid to PEO (b) | Average Summary Compensation Table Total for Non-PEO NEOs (c) | Average Compensation Actually Paid to Non-PEO NEOs | FOXA Total Shareholder Return | FOX Total Shareholder Return | Peer Group Total Shareholder Return (Compensation) | Net Income ($M) (d) | Company Selected Measure: Adjusted EBITDA ($M) | | 2023 | $21,777,902 | $22,853,700 | $12,811,439 | $11,604,501 | $132 | $124 | $94 | $1,239 | $3,191 | | 2022 | $21,748,681 | $17,353,546 | $11,496,427 | $9,235,001 | $123 | $114 | $81 | $1,205 | $2,955 | | 2021 | $27,675,399 | $37,579,846 | $15,863,914 | $18,404,816 | $140 | $133 | $142 | $2,150 | $3,087 |

  168. Pay Versus Performance

    | (a) Mr. L.K. Murdoch was the PEO for fiscal years ended June 30, 2023, 2022 and 2021. |

  169. Pay Versus Performance

    | (b) The amounts represent CAP to the PEO and Non-PEO NEOs, as computed in accordance with SEC rules. The amounts do not reflect the actual amount of compensation earned by or paid to the PEO and Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and Non-PEO NEOs total compensation for each year to determine the CAP: |

  170. Pay Versus Performance

    | | PEO | | | Other NEOs | | | | | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | | Summary Compensation Table Total | $27,675,399 | $21,748,681 | $21,777,902 | $15,863,914 | $11,496,427 | $12,811,439 | | Less Change in Pension Value in SCT | $(2,923,000) | $0 | $(646,000) | $(2,676,250) | $0 | $(1,658,250) | | Plus Pension Service Cost | $1,187,000 | $1,178,000 | $691,000 | $140,250 | $145,250 | $0 | | Less Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(10,708,246) | $(10,961,824) | $(11,918,582) | $(4,624,000) | $(4,733,493) | $(5,417,496) | | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $17,469,079 | $10,067,416 | $12,194,744 | $7,543,439 | $4,347,238 | $5,543,017 | | Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,506,879 | $(4,577,244) | $(450,819) | $650,652 | $(1,976,599) | $(194,713) | | Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $3,372,735 | $(101,483) | $1,205,454 | $1,506,811 | $(43,822) | $520,504 | | Compensation Actually Paid | $37,579,846 | $17,353,546 | $22,853,700 | $18,404,816 | $9,235,001 | $11,604,501 |

  171. Pay Versus Performance

    | (c) The Non-PEO NEOs for fiscal years ended June 30, 2023, 2022 and 2021 were Messrs. K.R. Murdoch, Nallen, Dinh and Tomsic. |

  172. Pay Versus Performance

    | (d) For purposes of this table, “$M” means millions of United States dollars. |

  173. Relationship of Compensation Actually Paid to Performance Measures

    Relationship of Compensation Actually Paid to Performance Measures The following charts present the relationship between the CAP to our PEO and Average CAP to our non-PEO NEOs and our TSR, as well as a comparison of our TSR to our Peer Group, net income (loss), and our Company-Selected Measure ( Adjusted EBITDA) for each of the fiscal years ended June 30, 2023, 2022 and 2021:

  174. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  175. Compensation Actually Paid vs. Net Income

    | 58 | | 2023 Proxy Statement |

  176. Compensation Actually Paid vs Adjusted EBITDA

    Compensation Actually Paid vs Adjusted EBITDA

  177. Director Compensation for the Fiscal Year Ended June 30, 2023

    Director Compensation for the Fiscal Year Ended June 30, 2023

  178. Director Compensation for the Fiscal Year Ended June 30, 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(b) | All Other Compensation | Total | | William A. Burck | $110,000 | $194,975 | N/A | $304,975 | | Chase Carey(a) | $115,000 | $194,975 | N/A | $309,975 | | Anne Dias | $140,000 | $194,975 | N/A | $334,975 | | Roland A. Hernandez | $150,000 | $194,975 | N/A | $344,975 | | Jacques Nasser | $155,000 | $194,975 | N/A | $349,975 | | Paul D. Ryan | $140,000 | $194,975 | N/A | $334,975 |

  179. Director Compensation for the Fiscal Year Ended June 30, 2023

    | (a) Excluded from the table are $1,111,868 in pension payments and imputed income under the Company’s executive health and welfare plans of $77,454 arising out of post-employment contractual obligations related to Mr. Carey’s prior service as an executive officer of 21CF, which were assumed by the Company in connection with the Transaction. |

  180. Director Compensation for the Fiscal Year Ended June 30, 2023

    | (b) The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of stock awards granted during fiscal 2023. |

  181. Director Compensation for the Fiscal Year Ended June 30, 2023

    | 60 | | 2023 Proxy Statement |

  182. NON-EXECUTIVE DIRECTOR COMPENSATION

    NON-EXECUTIVE DIRECTOR COMPENSATION The following table sets forth information with respect to the aggregate outstanding equity awards at June 30, 2023 of each of the Non-Executive Directors who served as Directors during fiscal 2023.

  183. NON-EXECUTIVE DIRECTOR COMPENSATION

    | Name | Number of Shares or Units of Stock That Have Not Vested(a) | | William A. Burck | 13,608 | | Chase Carey | 28,791 | | Anne Dias | 28,791 | | Roland A. Hernandez | 28,791 | | Jacques Nasser | 29,726 | | Paul D. Ryan | 28,791 |

  184. NON-EXECUTIVE DIRECTOR COMPENSATION

    | (a) Includes DSUs representing dividend equivalents accrued with respect to DSUs. The DSUs representing the dividend equivalents will be settled in stock upon the settlement of the underlying DSUs. The DSUs will settle in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Director’s end of service with the Company. |