DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
x Filed by a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-12 |
Twenty-First Century Fox, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing
Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each Class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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Amount previously paid: |
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Form, Schedule or Registration Statement No.: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on October 18, 2013.
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TWENTY-FIRST CENTURY FOX,
INC. |
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TWENTY-FIRST CENTURY FOX, INC. 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036
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Meeting Information |
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Meeting Type: Annual |
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For stockholders as of: August 21, 2013 |
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Date: October 18, 2013 Time: 10:00 AM Pacific Time |
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Location: Zanuck Theatre at Fox Studios |
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10201 West Pico Boulevard
Los Angeles, California 90035
For meeting directions please go to
http://www.21cf.com/investor/annualmeetinginfo.html |
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You are receiving this
communication because you hold shares in the company named above. |
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This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side). |
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We encourage you to access and review all of the important information
contained in the proxy materials before voting. |
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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— Before You Vote —
How to Access the Proxy Materials |
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Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL
Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request: |
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1) BY INTERNET: |
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www.proxyvote.com |
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2) BY TELEPHONE: |
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1-800-579-1639 |
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3) BY E-MAIL*: |
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sendmaterial@proxyvote.com |
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in
the box marked by the arrow
(located on the following page) in the subject line. |
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make
the request as instructed above on or before October 6, 2013 to facilitate timely delivery. |
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— How To Vote — Please Choose One of the Following Voting Methods |
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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession
of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
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Vote By Internet: To vote now by Internet, go to www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4. |
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Proposal to elect 12 directors |
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1a. |
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K. Rupert Murdoch |
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1b. |
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Delphine Arnault |
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1c. |
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James W. Breyer |
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1d. |
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Chase Carey |
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1e. |
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David F. DeVoe |
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1f. |
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Viet Dinh |
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1g. |
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Sir Roderick I. Eddington |
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1h. |
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James R. Murdoch |
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1i. |
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Lachlan K. Murdoch |
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1j. |
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Jacques Nasser |
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1k. |
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Robert S. Silberman |
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1l. |
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Álvaro Uribe |
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| 2. |
Proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2014.
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Advisory Vote on Executive Compensation. |
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Approval of the Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS 5 AND 6:
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Stockholder Proposal - Adopt a Policy that the Chairman of the Board of Directors be an Independent Director. |
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Stockholder Proposal - Eliminate the Company’s Dual Class Capital Structure. |
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CITIZENSHIP CERTIFICATION - Please mark “YES” if the stock is owned of record or beneficially by a U.S. stockholder, or mark “NO” if such stock
is owned of record or beneficially by a non-U.S. stockholder. (Please refer to Appendix B of the Proxy Statement for additional guidance.) |
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If you do not provide a response to this Item 7, you will be deemed to be a non-U.S. stockholder and the shares will be subject to the suspension of voting rights unless
you are a stockholder of record as of the Record Date and you previously submitted a U.S. citizenship certification to the Company’s transfer agent or Australian share registrar.
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