Fox Class B holders approve Roku merger share issuance
Holders cast 197,363,560 votes for the stock issuance, 71,891 against and 45,001 abstaining. The adjournment proposal was not needed.
Key takeaways
- Fox Corporation (FOXA) said Oct. 14, 2026 that holders of its Class B common stock approved the issuance of Class A common stock under its merger agreement with Roku, Inc. A regulatory filing showed 197,363,560 votes for, 71,891 against and 45,001 abstaining. The adjournment proposal was not voted on.
Fox Corporation (FOXA) said Wednesday that holders of its Class B common stock approved the issuance of Class A common stock for its merger with Roku, Inc., according to a regulatory filing.
The merger agreement, dated June 14, 2026, has two steps. Merger Sub 1 will merge into Roku, with Roku continuing as the surviving corporation and becoming a wholly owned subsidiary of Fox. Roku will then merge into Merger Sub 2, LLC, which will continue as a wholly owned subsidiary of Fox.
The stock issuance proposal passed at a special meeting held Wednesday, with 197,363,560 votes for, 71,891 against and 45,001 abstaining. The company said the proposal was approved by 99.9% of the votes cast.
Holders of 197,480,452 Class B shares were present in person or by proxy, a majority of the 220,248,764 Class B shares outstanding and entitled to vote. That was enough for a quorum.
The adjournment proposal, which would have let the company solicit more proxies, was moot after the stock issuance passed, so no vote was held on it.
The details are in the joint proxy statement/prospectus the company filed with the SEC on Sept. 1, 2026. The filing does not give the price of the deal or an expected closing date.