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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  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under Section 240.14a-12

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):
☒		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each Class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		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):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
☐		Fee paid previously with preliminary materials.
☐		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.
		(1)		Amount previously paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

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November 15, 2017 at 10:00 a.m. (Pacific Time)

Zanuck Theatre at Fox Studios

10201 West Pico Boulevard, Los Angeles, California 90035

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		Twenty-First Century Fox, Inc. 1211 Avenue of the Americas New York, New York, 10036 (212) 852-7000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 15, 2017

Dear Stockholder:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Twenty-First Century Fox, Inc. (the “Company”) will be held on November 15, 2017 at 10:00 a.m. (Pacific Time) at the Zanuck Theatre at Fox Studios, 10201 West Pico Boulevard, Los Angeles, California 90035.

A shuttle service will be available to take you to the Annual Meeting from Century Park West Parking Structure, 2030 Century Park West, Los Angeles, California 90067, where complimentary parking for the Annual Meeting will be provided. Parking will not be available at Fox Studios. Please see the map and instructions in Appendix A for parking information and other logistical details. We suggest arriving at least 45 minutes early to allow sufficient time to park, take the shuttle provided by the Company to the meeting site and complete the admission process. Registration will close ten minutes before the meeting begins. You will not be able to enter the Annual Meeting except by the shuttle service provided by the Company.

At the Annual Meeting, stockholders will be asked to:

 

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elect the 13 Directors identified in this proxy statement to the Board of Directors;

 

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ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018;

 

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approve, on an advisory basis, executive compensation;

 

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recommend, on an advisory basis, holding future advisory votes on executive compensation every year;

 

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consider a stockholder proposal for the Board of Directors to adopt a recapitalization plan to eliminate the Company’s dual class capital structure; and

 

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consider any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Company’s proxy statement. While all of the Company’s stockholders are invited to attend the Annual Meeting, only stockholders of record of the Company’s Class B Common Stock at the close of business on September 18, 2017 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of the Company’s Class A Common Stock are not entitled to vote on the matters to be presented at the Annual Meeting or any adjournment or postponement thereof.

 

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If you are planning to attend the Annual Meeting in person, you will be asked to register before entering the Annual Meeting. You must request an admission ticket in advance and your request must be received by November 10, 2017. All attendees will be required to present the admission ticket and a government-issued photo identification (e.g., driver’s license or passport) to enter the Annual Meeting. You may request an admission ticket by:

 

•

if you are a stockholder of record, visiting www.21cfannualmeeting.com/2017 and following the instructions provided;

 

•

sending an e-mail to the Corporate Secretary at 2017AnnualMeeting@21cf.com providing the name under which you hold shares of record or a properly executed proxy card, or evidence of your beneficial ownership as described below;

 

•

calling the Corporate Secretary at (212) 852-7000; or

 

•

sending a fax to the Corporate Secretary at (212) 852-7217 providing the name under which you hold shares of record or a properly executed proxy card, or evidence of your beneficial ownership as described below.

If you are a stockholder of record, your ownership of the Company’s common stock will be verified against the list of stockholders of record as of the Record Date prior to your being issued an admission ticket. If you are not a stockholder of record and hold your shares of common stock in “street name,” i.e., your shares of common stock are held in a brokerage account or by a bank or other nominee, you will need to send a request for an admission ticket either by e-mail or fax along with proof of beneficial ownership as of the Record Date, such as an account statement or letter from your broker, bank or nominee indicating that you were the beneficial owner of the shares on the Record Date. Requests for admission tickets will be processed in the order in which they are received and must be received by November 10, 2017.

Seating at the Annual Meeting will begin at 9:00 a.m. (Pacific Time). Prior to entering the Annual Meeting, all bags will be subject to search and all persons may be subject to a metal detector and/or hand wand search. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. The security procedures may require additional time, so please plan accordingly. We suggest arriving at least 45 minutes early to the Annual Meeting. Registration will close ten minutes before the meeting begins. If you do not provide an admission ticket and government-issued photo identification or do not comply with the other registration and security procedures described above, you will not be admitted to the Annual Meeting. The Company reserves the right to remove persons from the Annual Meeting who disrupt the Annual Meeting or who do not comply with the rules and procedures for the conduct of the Annual Meeting.

The Annual Meeting will be audiocast live on the Internet at www.21cf.com/investor-relations/annual-meeting-information.

In accordance with the rules of the Securities and Exchange Commission, instead of mailing a printed copy of the Company’s proxy statement, annual report and other materials (the “proxy materials”) relating to the Annual Meeting to stockholders, the Company may furnish proxy materials to stockholders on the Internet by mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to inform stockholders when the proxy materials are available on the Internet. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of the Company’s proxy materials and the Company’s annual report, as well as how to submit your proxy, over the Internet. If you receive a Notice of Internet Availability and would still like to receive a printed copy of the Company’s proxy materials, including a proxy card or voting instruction card, you should follow the instructions for requesting these materials included in the Notice of Internet Availability.

If you would like to register to receive materials relating to next year’s annual meeting of stockholders electronically instead of by mail, please go to www.21cf.com/investor/ElectronicDelivery/ and follow the instructions to enroll. We highly recommend that you consider electronic delivery of these documents as it helps lower the Company’s costs and reduce the amount of paper mailed to your home.

 

 

Laura A. Cleveland

Vice President and

Corporate Secretary

New York, New York

September 28, 2017

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YOUR VOTE IS IMPORTANT

REGARDLESS OF HOW MANY SHARES OF THE COMPANY’S CLASS B COMMON STOCK YOU OWN AS OF THE RECORD DATE, PLEASE SUBMIT A PROXY FOR YOUR SHARES BY TELEPHONE OR INTERNET, OR IF YOU HAVE REQUESTED A PAPER PROXY CARD, BY COMPLETING, SIGNING AND DATING THE PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, THE COMPANY ASKS YOUR COOPERATION IN PROMPTLY SUBMITTING YOUR PROXY BY TELEPHONE, INTERNET OR PROXY CARD.

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General			1
Proxy Summary			6
Proposal No.  1: Election of Directors			10
Corporate Governance Matters			15
Proposal No.  2: Ratification of Selection of Independent Registered Public Accounting Firm			22
Proposal No.  3: Advisory Vote on Executive Compensation			23
Proposal No.  4: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation			24
Proposal No.  5: Stockholder Proposal—Adoption of Recapitalization Plan to Eliminate the Company’s Dual Class Capital Structure			25
Executive Officers of 21st Century Fox			28
Security Ownership of 21st Century Fox			29
Compensation Discussion and Analysis			31
Compensation Committee Report			48
Compensation Committee Interlocks and Insider Participation			48
Risks Related to Compensation Policies and Practices			48
Executive Compensation			49
Summary Compensation Table			49
Grants of Plan-Based Awards Table			50
Employment Arrangements			50
Outstanding Equity Awards Table			53
Stock Vested Table			54
Pension Benefits Table			54
Potential Payments Upon Termination			56
Director Compensation			61
Equity Compensation Plan Information			64
Report of the Audit Committee			65
Certain Relationships and Related-Party Transactions			67
Section  16(a) Beneficial Ownership Reporting Compliance			67
Annual Report on Form 10-K			68
2018 Annual Meeting of Stockholders			68
Additional Information			68
Other Matters			69
Appendix A: Map and Instructions			A-1

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GENERAL

Persons Making the Solicitation

 

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Twenty-First Century Fox, Inc. (the “Company” or “21st Century Fox”) of proxies for use at an Annual Meeting of Stockholders (the “Annual Meeting”) to be held on November 15, 2017 at 10:00 a.m. (Pacific Time) at the Zanuck Theatre at Fox Studios, 10201 West Pico Boulevard, Los Angeles, California 90035 and at any adjournment or postponement thereof.

A shuttle service will be available to take you to the Annual Meeting from Century Park West Parking Structure, 2030 Century Park West, Los Angeles, California 90067, where complimentary parking for the Annual Meeting will be provided. Parking will not be available at Fox Studios. Please see the map and instructions in Appendix A for parking information and other logistical details. We suggest arriving at least 45 minutes early to allow sufficient time to park, take the shuttle provided by the Company to the meeting site and complete the admission process. Registration will close ten minutes before the meeting begins. You will not be able to enter the Annual Meeting except by the shuttle service provided by the Company.

This proxy statement is first being made available to stockholders on or about September 28, 2017. You are requested to submit your proxy in order to ensure that your shares are represented at the Annual Meeting.

The expense of soliciting proxies will be borne by the Company. Proxies will be solicited principally through the use of the mail, but Directors, officers and regular employees of the Company may solicit proxies personally, by telephone or special letter without any additional compensation. Also, the Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for any reasonable expenses in forwarding proxy materials to beneficial owners.

Outstanding Shares

 

The Company has two classes of common stock, Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (“Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”). Holders of Class B Common Stock are entitled to one vote per share on all matters to be presented at the Annual Meeting. Holders of Class A Common Stock are not entitled to vote on the matters to be presented at the Annual Meeting. Unless the context dictates otherwise, all references to “you,” “your,” “yours” or other words of similar import in this proxy statement refer to holders of Class B Common Stock.

Record Date

 

The Board has fixed the close of business on September 18, 2017 as the record date for determining which of the Company’s stockholders are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof in person or by proxy (the “Record Date”). If the Annual Meeting is adjourned or postponed, notice of such adjournment or postponement will be provided to all stockholders of record entitled to vote at the Annual Meeting in accordance with applicable law and the Company’s Amended and Restated By-laws (the “By-laws”).

Holders of Class A Common Stock are not entitled to vote on the matters to be presented at the Annual Meeting. As of the Record Date, there were 798,520,953 shares of Class B Common Stock outstanding and entitled to vote held by approximately 10,213 holders of record. Each share of Class B Common Stock held as of the Record Date is entitled to one vote per share on all matters to be presented at the Annual Meeting. A list of the stockholders of record entitled to vote as of the Record Date will be available at the Annual Meeting and at the Company’s principal executive offices during the ten days prior to the Annual Meeting.

If your shares of Class A Common Stock or Class B Common Stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a stockholder of record, and these proxy materials are being sent directly to you from the Company. As the stockholder of record of Class B Common Stock as of the Record Date, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.

If your shares of Class A Common Stock or Class B Common Stock are held in “street name,” meaning your shares of Class A Common Stock or Class B Common Stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of these shares and these proxy materials are being forwarded to you by your broker, bank or nominee, who is considered the stockholder of record with respect to such shares. As the beneficial owner of Class B Common Stock as of the Record Date, you have the right to direct your broker, bank or nominee on how to vote and you will receive instructions from your broker, bank or other nominee describing how to vote your shares of Class B Common Stock. However, since you are not the stockholder of record, you may not vote these shares of Class B Common Stock in person at the Annual Meeting unless you obtain a signed proxy from the stockholder of record (i.e., your broker, bank or nominee) giving you the right to vote such shares.

 

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Internet Availability of Proxy Materials

 

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of the Company’s proxy statement, annual report and other materials (the “proxy materials”) relating to the Annual Meeting to stockholders, the Company may furnish proxy materials to stockholders on the Internet by providing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to inform stockholders when the proxy materials are available on the Internet. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of the Company’s proxy materials, as well as how to submit your proxy, over the Internet. If you receive a Notice of Internet Availability and would still like to receive a printed copy of the Company’s proxy materials, including a proxy card or voting instruction card, you should follow the instructions for requesting these materials included in the Notice of Internet Availability.

The Company intends to commence distribution of the Notice of Internet Availability to stockholders on or about September 28, 2017.

The Company will first make available the proxy solicitation materials at www.proxyvote.com on or about September 28, 2017 to all stockholders entitled to vote at the Annual Meeting. You may also request a printed copy of the proxy solicitation materials by any of the following methods: via Internet at www.proxyvote.com; by telephone at 1-800-579-1639; or by sending an e-mail to sendmaterial@proxyvote.com. Our 2017 annual report to stockholders will be made available at the same time and by the same methods.

Only one copy of this proxy statement is being delivered to multiple stockholders sharing an address unless the stockholders have notified the Company of their desire to receive multiple copies of the proxy statement. The Company will promptly deliver, upon oral or written request, a separate copy of the proxy statement to any stockholder residing at a shared address to which only one copy was mailed. Requests for additional copies of the proxy statement for the current year or future years should be directed to the Corporate Secretary at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036. Alternatively, additional copies of this proxy statement may be requested via Internet at www.proxyvote.com, by telephone at 1-800-579-1639, or by sending an email to sendmaterial@proxyvote.com. Stockholders of record residing at the same address and currently receiving multiple copies of the proxy statement may contact the Corporate Secretary to request that only a single copy of the proxy statement be mailed in the future.

Voting and Submission of Proxies

 

The persons named on the proxy card and on the Company’s voting website at www.proxyvote.com (the “proxy holders”) have been designated by the Board to vote the shares represented by proxy at the Annual Meeting. The proxy holders are officers of the Company. They will vote the shares represented by each valid and timely received proxy in accordance with the stockholder’s instructions, or if no instructions are specified, the shares represented by the proxy will be voted “FOR” Proposals 1, 2 and 3, with respect to Proposal 4, for holding an advisory vote on executive compensation every year, and “AGAINST” Proposal 5 in accordance with the recommendations of the Board as described in this proxy statement. If any other matter properly comes before the Annual Meeting, the proxy holders will vote on that matter in their discretion.

If you are a holder of Class B Common Stock, telephone and Internet proxy submission is available 24 hours a day through 11:59 p.m. (Eastern Time) on the day before the Annual Meeting date or the applicable cut-off date. If you are located in the United States or Canada and are a stockholder of record, you can submit a proxy for your shares by calling toll-free 1-800-690-6903. Whether you are a stockholder of record or a beneficial owner, you can also submit a proxy for your shares by Internet at www.proxyvote.com. Both the telephone and Internet systems have easy to follow instructions on how you may submit a proxy for your shares and allow you to confirm that the system has properly recorded your proxy. If you are submitting a proxy for your shares by telephone or Internet, you should have in hand when you call or access the website, as applicable, the Notice of Internet Availability or the proxy card or voting instruction card (for those holders who have received, by request, a hard copy of the proxy card or voting instruction card). If you submit a proxy by telephone or Internet, you do not need to return your proxy card to the Company. A telephone or Internet proxy must be received no later than 11:59 p.m. (Eastern Time) on the day before the Annual Meeting date or the applicable cut-off date.

If you have received, by request, a hard copy of the proxy card or voting instruction card, and wish to submit your proxy by mail, you must complete, sign and date the proxy card or voting instruction card and return it in the envelope provided so that it is received prior to the Annual Meeting.

While the Company encourages holders of Class B Common Stock to vote by proxy, you also have the option of voting your shares of Class B Common Stock in person at the Annual Meeting. If your shares of Class B Common Stock are registered directly in your name with the Company’s transfer agent, you are considered the stockholder of record with respect to such

 

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shares of Class B Common Stock and you have the right to attend the Annual Meeting and vote in person, subject to compliance with the procedures described below. If your shares of Class B Common Stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of such shares. As such, in order to attend the Annual Meeting or vote in person, you must obtain and provide when you request an admission ticket a properly executed proxy from the stockholder of record (i.e., your broker, bank or other nominee) giving you the right to vote the shares of Class B Common Stock.

Revocation of Proxies

 

A proxy may be changed or revoked by a stockholder at any time prior to the voting at the Annual Meeting:

 

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if you are a holder of record of Class B Common Stock, by notifying in writing our Corporate Secretary, Laura A. Cleveland, at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036;

 

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by attending the Annual Meeting and voting in person (your attendance at the Annual Meeting will not by itself revoke your proxy);

 

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by submitting a later-dated proxy card;

 

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if you submitted a proxy by telephone or Internet, by submitting a subsequent proxy by telephone or Internet; or

 

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if you have instructed a broker, bank or other nominee to vote your shares, by following the directions received from your broker, bank or other nominee to change those instructions.

Attending the Annual Meeting in Person

 

While all of the Company’s stockholders are invited to attend the Annual Meeting, only holders of Class B Common Stock are entitled to vote at the Annual Meeting. As discussed above, if your shares of Class B Common Stock are registered directly in your name with the Company’s transfer agent, you are considered the stockholder of record with respect to such shares of Class B Common Stock and you have the right to attend the Annual Meeting and vote in person, subject to compliance with the procedures described below. If your shares of Class B Common Stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of such shares. As such, in order to attend the Annual Meeting and vote in person, you must obtain and present at the time of admission a properly executed proxy from the stockholder of record giving you the right to vote the shares of Class B Common Stock.

If you are planning to attend the Annual Meeting in person, you will be asked to register prior to entering the Annual Meeting. You must request an admission ticket in advance and your request must be received by November 10, 2017. All attendees will be required to present the admission ticket and a government-issued photo identification (e.g., driver’s license or passport) to enter the Annual Meeting. You may request an admission ticket by:

 

•

if you are a stockholder of record, visiting www.21cfannualmeeting.com/2017 and following the instructions provided;

 

•

sending an e-mail to the Corporate Secretary at 2017AnnualMeeting@21cf.com providing the name under which you hold shares of record or a properly executed proxy card, or evidence of your beneficial ownership as described below;

 

•

calling the Corporate Secretary at (212) 852-7000; or

 

•

sending a fax to the Corporate Secretary at (212) 852-7217 providing the name under which you hold shares of record or a properly executed proxy card, or evidence of your beneficial ownership as described below.

If you are a stockholder of record, your ownership of Common Stock will be verified against the list of stockholders of record as of the Record Date prior to being issued an admission ticket. If you are not a stockholder of record and hold your shares of Common Stock in “street name,” i.e., your shares of Common Stock are held in a brokerage account or by a bank or other nominee, you will need to send a request for an admission ticket either by e-mail or fax along with proof of beneficial ownership as of the Record Date, such as an account statement or letter from your broker, bank or nominee indicating that you were the beneficial owner of the shares on the Record Date, and a copy of the voting instruction card provided by your broker, bank or nominee, or similar evidence of ownership on the Record Date. Requests for admission tickets will be processed in the order in which they are received and must be received by November 10, 2017.

Seating at the Annual Meeting will begin at 9:00 a.m. (Pacific Time). Prior to entering the Annual Meeting, all bags will be subject to search and all persons may be subject to a metal detector and/or hand wand search. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. The security procedures may require additional time, so please plan accordingly. We suggest arriving at least 45 minutes early to the Annual Meeting. Registration will close ten minutes before the meeting begins. If you do not provide an admission ticket and government-issued photo

 

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identification or do not comply with the other registration and security procedures described above, you will not be admitted to the Annual Meeting. The Company reserves the right to remove persons from the Annual Meeting who disrupt the Annual Meeting or who do not comply with the rules and procedures for the conduct of the Annual Meeting.

If you require any special accommodations at the Annual Meeting due to a disability, please contact the Corporate Secretary at (212) 852-7000 or send an email to 2017AnnualMeeting@21cf.com and identify your specific need no later than November 10, 2017.

The Annual Meeting will be audiocast live on the Internet at www.21cf.com/investor-relations/annual-meeting-information.

Required Vote

 

Quorum. In order for the Company to conduct the Annual Meeting, the holders of a majority of the Class B Common Stock outstanding and entitled to vote as of the Record Date must be present in person or represented by proxy at the Annual Meeting. Abstentions and “broker non-votes” will be counted for purposes of establishing a quorum at the Annual Meeting. A “broker non-vote” occurs when you do not give your broker or nominee instructions on how to vote your shares of Class B Common Stock.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares of Class B Common Stock by submitting your proxy by telephone or the Internet or, if you requested a hard copy of the proxy card or voting instruction card, by completing and returning the proxy card or voting instruction card as promptly as possible in the accompanying postage-paid envelope prior to the Annual Meeting to ensure that your shares of Class B Common Stock will be represented at the Annual Meeting if you are unable to attend and so that the Company will know as soon as possible that enough votes will be present for the Annual Meeting to be held.

Election of Directors. In an uncontested election, each Director shall be elected by a majority of the votes cast. This means that the number of votes cast “FOR” a Director’s election exceeds the number of votes cast “AGAINST” that Director’s election. A properly executed proxy marked “ABSTAIN” with respect to the election of one or more Directors or shares held by a broker for which voting instructions have not been given will not be counted as a vote cast either “FOR” or “AGAINST” with respect to the Director or Directors indicated. If you do not instruct your broker, bank or other nominee how to vote in the election of Directors, no votes will be cast on your behalf. In a contested election where the number of nominees for Director exceeds the number of Directors to be elected, each Director shall be elected by a plurality of the votes cast. The election of the 13 Director nominees at the Annual Meeting will be an uncontested election.

Ratification of Independent Registered Public Accounting Firm. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018 requires a majority of the votes cast at the Annual Meeting to be voted “FOR” the proposal. Abstentions and broker non-votes will have no effect on the outcome of the votes cast on this proposal.

Advisory Vote on Executive Compensation. We will consider this proposal to be approved, on an advisory basis, if a majority of the votes cast at the Annual Meeting is voted “FOR” the proposal. Abstentions and broker non-votes will not be counted as a vote cast either “FOR” or “AGAINST” executive compensation.

Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The frequency of future advisory votes on executive compensation (e.g., “1 Year”, “2 Years”, “3 Years”) receiving the greatest number of votes cast at the Annual Meeting shall be considered the frequency recommended by stockholders. Abstentions and shares held by a broker for which voting instructions have not been given will not be counted as a vote cast for any frequency.

Vote on the Stockholder Proposal. We will consider the proposal to be approved, on an advisory basis, if a majority of the votes cast at the Annual Meeting is voted “FOR” the proposal. Abstentions and broker non-votes will not be counted as a vote cast either “FOR” or “AGAINST” the proposal.

Other Items. Under the Company’s By-laws and the NASDAQ Stock Market (“NASDAQ”) listing rules, approval of each other proposal to be voted upon at the Annual Meeting requires a majority of the votes cast at the Annual Meeting to be voted “FOR” the proposal. A properly executed proxy marked “ABSTAIN” with respect to any proposal and broker non-votes will not be counted as a vote cast “FOR” or “AGAINST” that proposal.

All shares of Class B Common Stock represented by properly executed proxies, which are submitted or returned and not revoked, will be voted in accordance with your instructions. If no instructions are provided in a properly executed proxy, the number of shares of Class B Common Stock represented by such proxy will be voted:

 

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“FOR” the election of each of the Director nominees;

 

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“FOR” the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018;

 

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“FOR”, on an advisory basis, the approval of executive compensation;

 

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for on an advisory basis, the option of every year, as the frequency of future advisory votes on executive compensation;

 

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“AGAINST”, on an advisory basis, the stockholder proposal for the Board to adopt a recapitalization plan to eliminate the Company’s dual class capital structure; and

 

•

in accordance with the holder of the proxy’s discretion as to any other matters raised at the Annual Meeting.

A representative of American Election Services, LLC has been appointed to act as independent Inspector of Elections for the Annual Meeting and will tabulate the votes.

 

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

The following table lists the nominees for election as Directors under Proposal 1. Each Director nominated in Proposal 1, if elected, is 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 28, 2017. Each of the Director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.

 

K. Rupert Murdoch AC Age: 86 Director Since: 1979		K. Rupert Murdoch AC has been Executive Chairman of the Board since 2015 after serving as Chief Executive Officer of the Company from 1979 to 2015 and its Chairman since 1991. Since July 2016, Mr. K.R. Murdoch has served as Chairman and acting CEO of Fox News Channel and Fox Business Network, each a subsidiary of the Company. He also has served as the Executive Chairman of News Corporation (“News Corp”) since 2012. Mr. K.R. Murdoch is the father of Messrs. J.R. Murdoch and L.K. Murdoch.   Mr. K.R. Murdoch has been the driving force behind the evolution of the Company from the single, family-owned Australian newspaper he took over in 1953 to the global public media and entertainment company it is today. Mr. K.R. Murdoch brings to the Board invaluable knowledge and expertise regarding the Company’s history and provides strong operational leadership and broad strategic vision for the Company’s future.
Lachlan K. Murdoch Age: 46 Director Since: 1996		Lachlan K. Murdoch has been Executive Chairman of the Board since 2015 after serving as Co-Chairman since 2014. He has served as a Director of the Company since 1996. Mr. L.K. Murdoch has served as Executive Chairman of Nova Entertainment, an Australian media company, since 2009. He has served as the Executive Chairman of Illyria Pty Ltd, a private company, since 2005. Mr. L.K. Murdoch served as a Director of Ten Network Holdings Limited, an Australian media company, from 2010 to 2014 and as its Non-Executive Chairman from 2012 to 2014, after serving as its Acting Chief Executive Officer from 2011 to 2012. Since 2013, he has served as a Director of News Corp and as its Co-Chairman since 2014. Mr. L.K. Murdoch served as an advisor to the Company from 2005 to 2007, and served as its Deputy Chief Operating Officer from 2000 to 2005. Mr. L.K. Murdoch is the son of Mr. K.R. Murdoch and the brother of Mr. J.R. Murdoch.   Mr. L.K. Murdoch brings a wealth of knowledge regarding the Company’s operations, as well as management and strategic skills, to the Board. With his extensive experience serving in several senior leadership positions within the Company, including currently as Executive Chairman and previously as Deputy Chief Operating Officer, as well as his extensive expertise in the media industry, Mr. L.K. Murdoch offers the Board strong leadership in developing global strategies and guiding the overall corporate agenda.
Delphine Arnault Age: 42 Director Since: 2013		Delphine Arnault has been a Director of the Company since 2013. Ms. Arnault has been Executive Vice President of Louis Vuitton Malletier since 2013. She served as Deputy General Manager at Christian Dior Couture from 2008 to 2013 and has served as a Director since 2012 of Christian Dior SE which is expected to become a subsidiary of LVMH Moët Hennessy—Louis Vuitton SE (“LVMH”) upon the closing of an announced transaction with LVMH. She was a consultant at McKinsey & Company before joining Christian Dior Couture in 2001. Ms. Arnault has served as a Director of LVMH since 2003 and of several of LVMH’s subsidiaries including Loewe SA, Emilio Pucci Srl, Les Échos, Château Cheval Blanc, Repossi and Céline. She has also served as a Director of M6—Metropole Television SA since 2009, Havas since 2013 and Ferrari N.V. since 2016.   Ms. Arnault’s career at LVMH has given her significant experience in business strategy, product development and brand management. She offers the Board a valuable international perspective and strong leadership skills.

 

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James W. Breyer Age: 56 Director Since: 2011		James W. Breyer has been a Director of the Company since 2011 and serves as Chairman of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Breyer is the Founder and Chief Executive Officer of Breyer Capital, a global diversified investment firm, and was a Partner of Accel Partners, a venture capital firm, from 1987 to April 2016. Mr. Breyer has been an active investor in China for over a decade and is an outside advisor to and an investor in IDG Capital’s China investment funds. Mr. Breyer was elected as a fellow in 2013 to the join the Harvard Corporation, the University’s senior governing body. He has served as a Director of Blackstone Group LP since July 2016. He previously served as a Director of Etsy, Inc. from 2008 to 2016, a Director of Dell Inc. from 2009 to 2013, a Director of Facebook, Inc. from 2005 to 2013, a Director of Wal-Mart Stores, Inc. from 2001 to 2013, a Director of Model N, Inc. from 2000 to 2013 and a Director of Brightcove Inc. from 2005 to 2013.   As a venture capitalist and an investor in a diverse portfolio of companies, including numerous consumer Internet, media, and technology companies, Mr. Breyer has significant experience in strategic planning and investment management. His entrepreneurial vision, investment expertise and in-depth knowledge of new and existing technologies offer valuable insight into industries relevant to the Company’s business operations.
Chase Carey Age: 63 Director Since: 2009		Chase Carey has been the Vice Chairman of the Board and a consultant to the Company since July 2016. He has served as Chairman of Formula 1 since September 2016 and Chief Executive Officer of Formula 1 since January 2017. Mr. Carey previously served as Executive Vice Chairman of the Company from July 2015 through June 2016 and as President and Chief Operating Officer of the Company and Deputy Chairman of the Board from 2009 through June 2015. Mr. Carey served the Company in numerous roles beginning in 1988, including as Co-Chief Operating Officer from 1996 to 2002, as a consultant from 2002 to 2003 and as a Director from 1996 to 2007. Mr. Carey served on the Supervisory Board of Sky Deutschland from 2010 to 2014 and served as its Chairman from 2010 to 2013. Since 2013, Mr. Carey has served as a Director of Sky, where he previously served as a Director from 2003 to 2008. He has served as a Director of Saban Capital Acquisition Corp. since September 2016. Mr. Carey served as President and Chief Executive Officer and a Director of DIRECTV from 2003 to 2009.   As the Vice Chairman and a consultant to the Company, Mr. Carey is a key advisor to the Company and its management team. He has a broad and deep understanding of the Company and its operations, having served in a variety of leadership positions within the Company and with its affiliates for 27 years. Mr. Carey brings valuable executive leadership experience to the Board, as well as unparalleled expertise in the media and satellite television industries. He also brings his experience of having served on the boards of other large public companies.
David F. DeVoe Age: 70 Director Since: 1990		David F. DeVoe has been a Director of the Company since 1990. Mr. DeVoe currently serves as a Senior Advisor of the Company. He served as the Company’s Chief Financial Officer from 1990 to 2013. Mr. DeVoe served as a Director of Sky from 1994 to 2015.   Mr. DeVoe has an extensive knowledge of the Company and its operations having served as the Chief Financial Officer of the Company for 23 years. Mr. DeVoe’s financial acumen and perspective offer the Board key insight into the business of the Company.

 

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

 

Viet Dinh Age: 49 Director Since: 2004		Viet Dinh has been a Director of the Company since 2004 and serves as Chairman of the Nominating and Corporate Governance Committee. Mr. Dinh is a Professorial Lecturer in Law at Georgetown University. Mr. Dinh is a partner of Kirkland & Ellis LLP and was the Founding Partner of Bancroft PLLC in 2003 where he practiced law until the firm was acquired by Kirkland & Ellis LLP in September 2016. He has acted as General Counsel and Corporate Secretary of Strayer Education, Inc. since 2010 through Strayer Education, Inc.’s engagement of Bancroft PLLC and Kirkland & Ellis LLP. He served as an Assistant Attorney General for Legal Policy in the U.S. Department of Justice from 2001 to 2003. Mr. Dinh has served as a Director of LPL Financial Holdings Inc. since September 2015 and a Director of Scientific Games Corporation since June 2017. He served as a Director of Revlon, Inc. from 2012 to May 2017.   As a member of the Company’s Board, Mr. Dinh offers the Company his experience, intellect and acute knowledge of and contacts within the U.S. government. He teaches on issues of corporate governance and brings to the Board and the committees on which he serves corporate governance expertise, which is also strengthened by his current and former service on the boards of other public companies.
Sir Roderick I. Eddington Age: 67 Director Since: 1999		Sir Roderick I. Eddington has been a Director of the Company since 1999 and the Lead Director since 2006, and serves as the Chairman of the Audit Committee and as a member of the Compensation Committee. From 2006 to May 2017, Sir Roderick Eddington served as Non-Executive Chairman, Australia and New Zealand of J.P. Morgan where he currently serves as Chairman, Asia Pacific Advisory Council. He served as a Director and the Chief Executive of British Airways Plc from 2000 to 2005 and as the Managing Director of Cathay Pacific Airways from 1992 to 1996. Sir Roderick Eddington has been a Director of John Swire & Sons Pty Ltd since 1997, a Director of CLP Holdings Limited since 2006, and a Director of Lion Pty Ltd since 2011 and its Chairman since 2012. Sir Roderick Eddington served as a Director of Rio Tinto plc from 2005 to 2011.   As the former chief executive of a large public company, Sir Roderick Eddington brings to the Board and his role as Lead Director strong leadership and extensive business, strategic and operational experience. He is particularly knowledgeable and has extensive experience in the Asian and European markets, which are key markets for the Company. His experience as a Director at other large public companies is also a valuable resource for the Board.
James R. Murdoch Age: 44 Director Since: 2007		James R. Murdoch has been a Director of the Company since 2007 and its Chief Executive Officer since 2015 after serving as Co-Chief Operating Officer from 2014 to 2015. He previously served as the Deputy Chief Operating Officer and Chairman and CEO, International of the Company from 2011 to 2014, after serving as the Company’s Chairman and Chief Executive, Europe and Asia beginning in 2007. Mr. J.R. Murdoch was the Chief Executive Officer of Sky from 2003 to 2007. Mr. J.R. Murdoch has served as a Director of Sky since 2003 and has served as its Chairman since April 2016 after previously serving as its Chairman from 2007 to 2012. He served on the Supervisory Board of Sky Deutschland from 2013 to 2015 and served as its Chairman from 2013 to 2014. Mr. J.R. Murdoch was the Chairman and Chief Executive Officer of STAR Group Limited, a subsidiary of the Company, from 2000 to 2003. Mr. J.R. Murdoch previously served as an Executive Vice President of the Company, and served as a member of the Board from 2000 to 2003. He has served as a Director of News Corp since 2013 and a Director of Tesla, Inc. since July 2017. Mr. J.R. Murdoch served as a Director of GlaxoSmithKline plc from 2009 to 2012 and as a Director of Sotheby’s from 2010 to 2012. Mr. J.R. Murdoch is the son of Mr. K.R. Murdoch and the brother of Mr. L.K. Murdoch.   As the Company’s Chief Executive Officer, Mr. J.R. Murdoch provides critical insight to the Board on the Company’s operations and strategy. Mr. J.R. Murdoch has served in a number of leadership positions within the Company and at its affiliates over the past 21 years. His broad-based experience, extensive knowledge of international markets, unique understanding of emerging technologies and strategic perspective of the Company’s business and operations enable him to be a valuable resource for the Board.

 

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

 

Jacques Nasser AC Age: 69 Director Since: 2013		Jacques Nasser AC has been a Director of the Company since 2013 and serves as a member of the Audit Committee and Compensation Committee. He has been an Advisor to One Equity Partners LLP since 2013, after serving as a Non-Executive Advisory Partner from 2010 to 2013 and a Senior Partner from 2002 to 2010. He served as a Director and the President and Chief Executive Officer of Ford Motor Company from 1998 to 2001, after serving in various leadership positions in Europe, Australia, Asia, South America and the United States. Mr. Nasser served as a Director of BHP Billiton Limited and BHP Billiton Plc from 2006 to September 2017 and the Chairman of each from 2010 to September 2017. He has been a Director of Koç Holding A.Ş. since 2015. He has also served on the International Advisory Board of Allianz since 2001. He served as a Director of Sky from 2002 to 2012.   Mr. Nasser has more than 30 years of experience in operating and managing large-scale global businesses and more than a decade of private equity strategic investment experience. Through his service as a Director of Sky, Mr. Nasser has a strong understanding of the pay television industry.
Robert S. Silberman Age: 59 Director Since: 2013		Robert S. Silberman has been a Director of the Company since 2013 and serves as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Silberman has served as a Director of Strayer Education, Inc. (“Strayer”) since 2001 and as its Executive Chairman since 2013. He previously served as Strayer’s Chief Executive Officer from 2001 to 2013 and as its Chairman of the Board from 2003 to 2013. Prior to his work at Strayer, he served in a variety of senior management positions at CalEnergy Company, Inc., including as President and Chief Operating Officer. Mr. Silberman also held senior positions in the U.S. Department of Defense, including as Assistant Secretary of the Army. Since 2014, he has served as a Managing Director of the Equity Group Investments division of Chai Trust Company, LLC. Mr. Silberman has served as a Director of Covanta Holding Corporation since 2004 and a Director of Par Pacific Holdings since 2014.   Through his career in the public and private sector and as the former Chief Executive Officer of a public company, Mr. Silberman has extensive experience in general and financial management and leadership of large scale organizations. He offers the Board valuable insight on public policy, government affairs and strategic development.
Tidjane Thiam Age: 55 Director Since: 2014		Tidjane Thiam has been a Director of the Company since 2014 and serves as a member of the Nominating and Corporate Governance Committee. Mr. Thiam has been the Chief Executive Officer of Credit Suisse Group AG since 2015. Mr. Thiam has served as a Director of Credit Suisse (Switzerland) Ltd. since October 2016. He previously served at Prudential plc (“Prudential”) as the Group Chief Executive from 2009 to 2015, a Director from 2008 to 2015 and Chief Financial Officer from 2008 to 2009. Prior to joining Prudential, he served in a variety of leadership roles at Aviva from 2002 to 2008, holding successively the positions of Group Strategy and Development Director, Managing Director of Aviva International, Group Executive Director and Chief Executive Officer, Europe, and serving as a Director in 2007. Mr. Thiam joined Aviva in 2002 from McKinsey & Company, the consulting firm, where he was a partner. From 2009 to 2015, Mr. Thiam was a member of the Board of the Association of British Insurers, where he served as Chairman from 2012 to 2014.   Mr. Thiam brings to the Board extensive business and operational experience gained through his leadership positions at large scale organizations, including as the Chief Executive of two international financial services companies. Mr. Thiam has extensive experience in finance and investments and a deep knowledge of international and emerging markets.

 

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Jeffrey W. Ubben Age: 56 Director Since: 2015		Jeffrey W. Ubben has been a Director of the Company since 2015 and serves as a member of the Audit Committee. Mr. Ubben is the Founder and Chief Executive Officer of ValueAct Capital where he also served as Chief Investment Officer until July 2017. Mr. Ubben has been a Director of Willis Towers Watson plc since 2016 after serving as a Director of the legacy Willis Group Holdings plc from 2013 to 2016. He previously served as a Director of Valeant Pharmaceuticals International, Inc. from 2014 to 2015, a Director of Misys, plc from 2007 to 2012, a Director of Sara Lee Corp. from 2008 to 2012 and a Director of several other public and private companies. Mr. Ubben serves on the Board of Trustees of Duke University, on the Board of Trustees of Northwestern University and on the Board of Directors of E.O. Wilson Biodiversity Foundation, and formerly served as Chair of the National Board of Directors of the Posse Foundation.   With more than 20 years of experience in the investment management business, Mr. Ubben has an extensive background in sophisticated financial matters and strategic planning. In addition to his investment expertise, Mr. Ubben brings to the Board strong leadership skills gained through his experience on the Boards of other public companies.

 

 

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CORPORATE GOVERNANCE MATTERS

Corporate Governance and Compliance Commitment. 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:

 

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Director Accountability. Each Board member is elected annually with a majority vote standard in uncontested elections and a Director resignation policy in the event a Director does not receive a majority of votes cast in an uncontested election.

 

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Independent Board Oversight. The Board has appointed an independent Lead 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 Director presides over such sessions.

 

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Independent Board Committees. Only independent directors serve on the Board’s key committees.

 

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Stock Ownership Requirements. The Compensation Committee maintains executive stock ownership guidelines for our named executive officers and non-executive director stock ownership guidelines.

 

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Prohibition on Hedging and Pledging. The Company 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 Company prohibits all executive officers and directors from pledging any Company securities that they hold directly or unvested equity compensation.

 

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Codes of Conduct and Other Corporate Governance Policies. The Board has adopted a Statement of Corporate Governance, Standards of Business Conduct, The Code of Ethics for the Chief Executive Officer and Senior Financial Officers, a Political Activities Policy 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.

 

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Compliance Steering Committee. The Board authorized the formation of a Compliance Steering Committee which has the primary responsibility for management and oversight of compliance matters that may affect the Company. The Compliance Steering Committee is currently composed of members of senior management including the Chief Financial Officer, the Chief Human Resources Officer, the head of the Company’s corporate audit group, the deputy chief and regional compliance officers and is chaired by the Group General Counsel and Chief Compliance Officer of the Company. The Compliance Steering Committee reports to the Audit Committee and the Board, and has been actively involved in updating and strengthening the Company’s compliance policies.

 

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Continued Board Oversight and Ongoing Enhancement of Compliance Programs. The Audit Committee oversees the activities of the Compliance Steering Committee and is responsible for reviewing with the Company’s General Counsel and Chief Compliance Officer and Corporate Audit the results of the Company’s ongoing anti-corruption compliance program.

 

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Enhanced Human Resources Team and Workplace Civility Training Practices. The Company made significant changes to the leadership and management of Fox News Channel after allegations of misconduct at the Fox News Channel business. In fiscal 2017, the Company installed a new global Chief Human Resources Officer at 21st Century Fox and a new head of Human Resources at Fox News. Each is authorized to take all necessary steps to ensure our commitment to a diverse, inclusive and welcoming work environment is supported across the entire company. In addition, in fiscal 2017, the Company conducted a review of its workplace civility training practices and determined to accelerate the pace of live training on workplace behavior, which has been completed by nearly 7,000 employees across the Company in the past 12 months.

Independent Directors. The Nominating and Corporate Governance Committee has adopted the definition of “Independent Director” as set forth in NASDAQ Listing Rule 5605(a)(2) to assist the Board in its determination of whether a Director shall be deemed to be independent of the Company. However, the Board may determine that a Director is not independent for any reason it deems appropriate.

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

 

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As a result of its review, the Board affirmatively determined that Sir Roderick I. Eddington, Ms. Arnault and Messrs. Breyer, Dinh, Nasser, Silberman, Thiam and Ubben are independent of the Company and its management under the standards adopted by the Company and set forth in the NASDAQ listing rules. While a majority of Directors are independent as required under applicable NASDAQ listing rules and by the Company’s Statement of Corporate Governance and committee charters, the Board is committed to achieving a supermajority of independent Directors.

Mr. Thiam previously served as the Group Chief Executive of Prudential from 2009 to June 2015. In March 2013, Prudential agreed to settle with the UK Financial Services Authority (“FSA”) in respect of a decision by the FSA that, under FSA Principles, the FSA should have been informed earlier of Prudential’s attempt to acquire the Asian subsidiary of American International Group Incorporated in early 2010. Prudential agreed to pay fines totaling £30 million and Mr. Thiam agreed to be censured. Following the FSA’s final notice, the Chairman of the Board of Prudential confirmed that Mr. Thiam acted at all times in the interests of Prudential and with the full knowledge and authority of its Board.

Board Leadership Structure. The Board is responsible for establishing and maintaining the most effective leadership structure for the Company. To retain flexibility in carrying out this responsibility, the Board does not have a policy on whether the Chairman of the Board shall be an independent member of the Board. However, pursuant to our Statement of Corporate Governance, if the Chairman is not an independent Director, an independent, non-executive Director shall be designated by a majority of the independent, non-executive Directors of the Board as Lead Director. During fiscal 2017, Messrs. K.R. Murdoch and L.K. Murdoch served as Executive Chairmen and Mr. J.R. Murdoch served as Chief Executive Officer. In addition, during fiscal 2017, Mr. Carey served as Vice Chairman.

Sir Roderick I. Eddington serves as Lead Director. The Lead Director’s responsibilities include:

 

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presiding over all meetings of the Board at which the Executive Chairmen of the Board are not present, including executive sessions of the non-executive Directors and the independent Directors;

 

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

 

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serving as liaison between the Executive Chairmen of the Board and the independent Directors;

 

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meeting with the Audit Committee and/or the Compliance Steering Committee periodically;

 

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

 

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

 

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calling meetings of the non-executive Directors and/or independent Directors, if desired;

 

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participating in the Compensation Committee’s evaluation of the performance of the CEO;

 

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

 

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

 

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

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

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

CEO Succession Planning. The Board, with the assistance of the Compensation Committee, oversees CEO succession planning. As set forth in the Statement of Corporate Governance, the Board, in coordination with the Compensation Committee, also sees that the Company has in place appropriate steps to address emergency CEO succession planning in the event of extraordinary circumstances.

 

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

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

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

Board Oversight of Risk. Risk management is primarily the responsibility of the Company’s management; however, the Board has responsibility for overseeing management’s identification and management of those risks. The Board does not view risk in isolation; it considers risks in making significant business decisions and as part of the Company’s overall business strategy. The Board uses various means to fulfill this oversight responsibility. The Board, and its committees as appropriate, regularly discuss and receive periodic updates from the Company’s Executive Chairmen, Chief Executive Officer, Chief Financial Officer, Group General Counsel and Chief Compliance 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 and reputational risks, and the plans to address these risks.

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, which then reports to the full Board as appropriate. For example: the Audit Committee is responsible for risks relating to its review of the Company’s financial statements and financial reporting processes, its oversight of the Company’s Compliance Steering Committee and its review with the Company’s General Counsel and Chief Compliance Officer and Corporate Audit the results of the Company’s ongoing anti-corruption compliance program; the Compensation Committee is responsible for monitoring risks associated with the design and administration of the Company’s compensation programs; and the Nominating and Corporate Governance Committee oversees risk as it relates to the Company’s corporate governance processes. Each committee has full access to management, as well as the ability to engage advisors. The independent Board members also discuss the Company’s significant risks when they meet in executive session without management.

Statement of Corporate Governance. The Board has adopted a Statement of Corporate Governance that sets forth the Company’s corporate governance guidelines and practices. The full text of the Statement of Corporate Governance may be found on the Company’s website at www.21cf.com/StatementofCorporateGovernance/ and is available in print to any stockholder requesting a paper copy of the document by contacting the Corporate Secretary. Each Director has certified that he or she has reviewed the Statement of Corporate Governance, has complied with it and will comply with it.

Standards of Business Conduct and Code of Ethics. The Board has adopted the Standards of Business Conduct. The Standards of Business Conduct confirm the Company’s policy to conduct its affairs in compliance with all applicable laws and regulations and observe the highest standards of business ethics. The Standards of Business Conduct also apply to ensure compliance with stock exchange requirements and to ensure accountability at a senior management level for that compliance. The Company intends that the spirit, as well as the letter, of the Standards of Business Conduct be followed by all Directors, officers and employees of the Company, its subsidiaries and divisions. This is communicated to each new Director, officer and employee and was communicated to those in such positions at the time the Standards of Business Conduct were adopted.

To promote further ethical and responsible decision-making, the Board has established a Code of Ethics for the CEO and senior financial officers that is incorporated by reference into the Standards of Business Conduct.

The full text of the Standards of Business Conduct and the Code of Ethics may be found on the Company’s website at www.21cf.com/CorporateGovernance/StandardsofBusinessConduct/ and www.21cf.com/CodeofEthics/, respectively, and each is available in print, without charge, to any stockholder requesting a paper copy of the documents by contacting the Corporate Secretary.

Director Nomination Process. The Nominating and Corporate Governance Committee develops criteria for filling vacant Board positions, taking into consideration such factors as it deems appropriate, including the candidate’s education and background; his or her leadership and ability to exercise sound judgment; his or her general business experience and familiarity with the

 

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Company’s businesses; and whether he or she possesses unique expertise or perspective that will be of value to the Company. Candidates should not have any interests that would materially impair their ability to exercise independent judgment or otherwise discharge the fiduciary duties owed as a Director to the Company and its stockholders. All candidates must be individuals of personal integrity and ethical character, and who value and appreciate these qualities in others. It is expected that each Director will devote the necessary time to the fulfillment of his or her duties as a Director. In this regard, the Nominating and Corporate Governance Committee will consider the number and nature of each Director’s other commitments, including other directorships. Although the Board does not have a formal policy with respect to diversity in identifying Director nominees, the Nominating and Corporate Governance Committee seeks to promote through the nomination process an appropriate diversity on the Board of professional background, experience, expertise, perspective, age, gender, ethnicity and country of citizenship.

After completing this evaluation, the Nominating and Corporate Governance Committee will make a recommendation to the full Board which makes the final determination whether to nominate or appoint the new Director after considering the Nominating and Corporate Governance Committee’s recommendation.

Stockholder Nomination Procedure. The By-laws provide procedures for stockholders to nominate persons for election as Directors.

Stockholders must provide timely notice of a Director nomination and such nomination must be submitted in writing to the attention of the Corporate Secretary at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036. Pursuant to the By-laws, to be timely for the 2018 Annual Meeting of Stockholders, the notice must be delivered to the Corporate Secretary between July 18, 2018 and August 17, 2018. Stockholder nominations must contain, for each person nominated as Director, all information relating to the stockholder nominee as would be required pursuant to the By-laws, the stockholder nominee’s written consent to serve as Director if elected, a completed and signed questionnaire, which seeks information on the background and qualifications of any nominee, and a completed and signed representation and agreement, which provides that such nominee (i) will abide by the majority voting requirements contained in the By-laws, (ii) is not and will not become a party to voting commitments that have not been disclosed to the Company or could limit such person’s ability to comply with his or her fiduciary duties, (iii) is not and will not become a party to any arrangement with any person or entity other than the Company with respect to direct or indirect compensation, reimbursement or indemnification in connection with service as a Director that has not been disclosed and (iv) will be in compliance, if elected, and will comply with all policies applicable to directors from time to time, including without limitation, corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company (copies of which shall be provided by the Company upon written request). Stockholder nominations must also (i) state the stockholder’s name and address as they appear on the Company’s books, (ii) the class and number of shares of the Company owned by the stockholder, (iii) a description of any agreement, arrangement or understanding with respect to the nomination between such stockholder and/or beneficial owner, any of their respective affiliates or associates, and any others acting in concert, including the nominee, (iv) a description of any agreement, arrangement or understanding that has been entered into as of the date of the notice by such stockholder or beneficial owner, the effect of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such stockholder or beneficial owner with respect to the Company’s securities, (v) a representation that the stockholder is a holder of record of Class B Common Stock and intends to appear in person or by proxy at such meeting to propose the nomination, (vi) whether such stockholder intends to deliver a proxy statement and form of proxy to a sufficient number of holders of Class B Common Stock to elect such nominee or nominees and (vii) any other information required to be disclosed, as applicable, in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A stockholder providing notice of a proposed Director nomination shall update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date of the meeting and as of the date that is fifteen days prior to the meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Company and such other information that could be material to a reasonable stockholder’s understanding of the proposed nominee’s independence.

Director candidates recommended by stockholders should meet the Director qualifications set forth under the heading “Director Nomination Process.” Director candidates recommended by stockholders who meet these Director qualifications will be considered by the Chairman of the Nominating and Corporate Governance Committee, who will present the information on the candidate to the entire Nominating and Corporate Governance Committee. All Director candidates recommended by stockholders will be considered by the Nominating and Corporate Governance Committee in the same manner as any other candidate.

 

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CORPORATE GOVERNANCE MATTERS

 

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

 

•

information provided on the Company’s website www.21cf.com, including the Company’s annual report which is distributed to all stockholders in connection with distribution of the Company’s proxy statement for its annual meeting of stockholders and which is available to all stockholders on request, as set forth under the heading “Annual Report on Form 10-K”;

 

•

reports and other disclosures made to the SEC and NASDAQ; and

 

•

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

It is the policy of the Company to facilitate communications of stockholders and other interested parties with the Board and its various committees. Stockholders may raise matters of concern at the annual meetings of stockholders. In addition, any stockholder or other interested party wishing to communicate with any Director, any committee of the Board or the Board as a whole, may do so by submitting such communication in writing and sending it by regular mail to the attention of the appropriate party or to the attention of our Lead Director, Sir Roderick I. Eddington, at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036. This information is also posted on the Company’s website at www.21cf.com.

The Board values engaging directly with the Company’s stockholders. Since last year’s annual meeting, the Company, together with the Chairman of the Compensation Committee and the Company’s Lead Director who also serves on the Compensation Committee, participated in meetings with several of its largest institutional stockholders to discuss our executive compensation program. The Compensation Committee considered the input from stockholders obtained in these meetings as part of the evaluation of the executive compensation program.

Director Evaluation Policy. The Lead Director and the Nominating and Corporate Governance Committee are responsible for conducting an annual review and evaluation of the Board’s conduct and performance based upon completion by all Directors of a self-evaluation form that includes an assessment, among other things, of the Board’s maintenance and implementation of the Standards of Business Conduct and the Company’s corporate governance policies. The review seeks to identify specific areas, if any, in need of improvement or strengthening and culminates in a discussion by the full Board, as well as a separate discussion among the independent Directors, of the results and any actions to be taken. In addition, each standing committee of the Board evaluates its performance annually and reports to the Board on such evaluation.

Committees and Meetings of the Board of Directors

 

During the fiscal year ended June 30, 2017, the Board held a total of 10 regularly scheduled and special meetings. All of the Directors attended at least 75% of the regularly scheduled and special meetings of the Board held during the period for which he or she has been a Director and the meetings of the committees on which he or she served except Ms. Arnault who attended 70% of such meetings due to the birth of her child and Mr. Breyer who attended 72% of such meetings due to a family medical reason.

It is the policy of the Board to hold regular executive sessions of the Non-Executive Directors and independent Directors without management present. During the fiscal year ended June 30, 2017, the Non-Executive Directors and independent Directors of the Board held five executive sessions. Sir Roderick I. Eddington currently serves as Lead Director and presides over such executive sessions.

Directors are encouraged to attend and participate in the Company’s annual meetings of stockholders. At the annual meeting of stockholders held by the Company on November 10, 2016, all of the then serving Directors attended the annual meeting except Ms. Arnault for the reason noted above.

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. These committees are comprised entirely of independent Directors, as currently required under the existing rules of the Exchange Act and NASDAQ. Each committee is governed by a written charter approved by the Board. These charters are available on the Company’s website at www.21cf.com/corporate-governance/board-committees and are available in print to any stockholder requesting a paper copy of these documents from the Corporate Secretary.

Audit Committee. The Audit Committee consists of Sir Roderick I. Eddington, who serves as Chairman, and Messrs. Nasser and Ubben. The Audit Committee assists the Board in its oversight of (i) the integrity of the Company’s financial statements and the Company’s financial reporting processes and systems of internal control, (ii) the qualifications, independence and performance of the Company’s independent registered public accounting firm and the performance of the Company’s corporate auditors and corporate audit function, (iii) the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters, (iv) investigations into complaints concerning financial and compliance matters,

 

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CORPORATE GOVERNANCE MATTERS

 

(v) risks that may have a significant impact on the Company’s financial statements, including for example cybersecurity (vi) oversight of the Company’s ongoing Anti-Corruption Compliance Program and the activities of the Compliance Steering Committee and (vii) the review, approval and ratification of transactions with related parties. The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the Board. During the fiscal year ended June 30, 2017, the Audit Committee held six meetings. The Audit Committee’s report required by the SEC rules is included in this proxy statement under the heading “Report of the Audit Committee.”

The Audit Committee Charter provides that its members shall consist entirely of Directors who the Board determines are “independent” in accordance with the NASDAQ listing rules. The Board determined that each member of the Audit Committee meets the foregoing independence requirements and that each member of the Audit Committee is financially literate in accordance with the NASDAQ listing rules. The Board also determined that Sir Roderick I. Eddington and Messrs. Nasser and Ubben are “audit committee financial experts” as defined under the SEC rules.

Compensation Committee. The Compensation Committee consists of Mr. Breyer, who serves as Chairman, Sir Roderick I. Eddington and Messrs. Nasser and Silberman. The primary responsibilities of the Compensation Committee include: (i) to review and approve goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO in light of these goals and objectives and other factors the Compensation Committee deems appropriate, and, based on this review and evaluation, to recommend to the Board the compensation of the CEO; (ii) to consider, authorize and oversee the incentive compensation plans in which the Company’s executive officers participate and the Company’s equity-based plans and recommend changes in such plans to the Board as needed, and to exercise all authority of the Board with respect to the administration of such plans, including the granting of awards under the Company’s incentive compensation plans and equity-based plans; (iii) 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 CEO and other members of management; (iv) to review and approve employment and severance arrangements for executive officers, including employment agreements, separation agreements and similar plans or agreements; (v) to review and approve or ratify the principal employment terms for each other employment arrangement (excluding arrangements for talent) where the sum of the base salary, bonus target and long-term incentive target for the contract period is equal to or greater than a threshold amount set by the Compensation Committee; (vi) to review and approve other separation obligations that exceed by more than a certain amount set by the Compensation Committee (excluding consideration for outstanding equity awards) those contractually provided for in an employment agreement approved or ratified by the Compensation Committee pursuant to (v) above; (vii) to review the Company’s recruitment, retention, compensation, termination and severance policies for senior executives; (viii) to review and assist with the development of executive succession plans and to consult with the CEO and other executive officers regarding the selection of senior executives; (ix) to review the compensation of non-executive Directors for service on the Board and its committees and recommend changes in compensation to the Board; (x) to review the Company’s compensation policies and practices to determine whether they create risk-taking incentives that are reasonably likely to have a material adverse impact on the Company; (xi) to establish and periodically review stock ownership guidelines for executive officers and monitor compliance with ownership guidelines by executive officers and non-executive directors; and (xii) to review and approve the creation or revision of any clawback policy allowing the Company to recoup compensation paid to executive officers.

During the fiscal year ended June 30, 2017, the Compensation Committee held four meetings. Pursuant to its charter, the Compensation Committee may delegate its authority to one or more members of the Board or officers of the Company, to the extent permitted by law, as it deems appropriate. The Compensation Committee has delegated to Messrs. J.R. Murdoch and John Nallen the authority to make awards of restricted stock units and performance stock units, as applicable, within certain prescribed limits to non-executive officers of the Company. Any awards made by Messrs. J.R. Murdoch and Nallen 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 during fiscal 2017 is found in the section titled “Compensation Discussion and Analysis” below.

Pursuant to its charter, the Compensation Committee has the sole authority to retain and terminate any compensation consultant.

Since May 2016, the Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”), to advise 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 August 2017, the Compensation Committee considered FW Cook’s independence as its compensation consultant by taking into account, among other things, the factors prescribed by the NASDAQ listing rules. Based on its evaluation, the Committee determined that no conflict of interest exists.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Mr. Dinh, who serves as Chairman, and Messrs. Breyer, Silberman and Thiam. The primary responsibilities of the Nominating

 

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and Corporate Governance Committee include: (i) to review the qualifications of candidates for Director suggested by Board members, stockholders, management and others in accordance with criteria recommended by the Nominating and Corporate Governance Committee and approved by the Board; (ii) to maintain procedures for the consideration of Board candidates recommended for the Committee’s consideration by the Company’s stockholders; (iii) to consider the performance and independence of incumbent Directors in determining whether to nominate them for re-election; (iv) to recommend to the Board a slate of nominees for election or re-election to the Board at each annual meeting of stockholders; (v) to recommend to the Board candidates to be elected to the Board as necessary to fill vacancies and newly created directorships; (vi) to advise and make recommendations to the Board on corporate governance matters; and (vii) to review communications from the Company’s stockholders. The Nominating and Corporate Governance Committee also makes recommendations to the Board as to determinations of Director independence and conducts an annual self-evaluation for the Board. The Nominating and Corporate Governance Committee held four meetings during the fiscal year ended June 30, 2017.

 

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

Subject to stockholder ratification, the Audit Committee has selected Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm to audit the books and accounts of the Company for the fiscal year ending June 30, 2018. EY has audited the books and records of the Company since the fiscal year ended June 30, 2002. A representative of EY is expected to be present at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if the representative desires to do so.

 

Fees Paid to Independent Registered Public Accounting Firm

 

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm. Accordingly, the Audit Committee has appointed EY to perform audit and other permissible non-audit services for the Company and its subsidiaries. The Company has formal procedures in place for the pre-approval by the Audit Committee of all services provided by EY. These pre-approval procedures are described below under “Audit Committee Pre-Approval Policies and Procedures.”

The description of the fees for professional services rendered to the Company and its subsidiaries by EY for the fiscal years ended June 30, 2017 and June 30, 2016 is set forth below.

 

			Fiscal 2017				Fiscal 2016
Audit Fees(1)			$18,897,000				$17,140,000
Audit-Related Fees(2)			$  1,468,000				$  1,709,000
Tax Fees(3)			$13,905,000				$12,619,000
All Other Fees			$                0				$                0
Total Fees			$34,270,000				$31,468,000

 

(1)

Audit fees include: fees rendered in connection with the annual audit of the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2017 and June 30, 2016; the audit of internal control over financial reporting as of June 30, 2017 and June 30, 2016 (as required by Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”)); statutory audits required internationally; reviews of the Company’s unaudited condensed consolidated interim financial statements included in the Company’s statutory and regulatory filings; and other services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.

 

(2)

Audit-related fees principally relate to employee benefit plan audits, due diligence related to mergers and acquisitions, agreed-upon procedure reports, reports on internal controls over certain distribution services provided to third parties and other services related to the performance of the audit or review of the Company’s consolidated financial statements.

 

(3)	Tax fees include fees for tax compliance and tax consultations for domestic and international operating units.

Audit Committee Pre-Approval Policies and Procedures

 

The Audit Committee has established policies and procedures under which all audit and non-audit services performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit Committee. The Audit Committee’s policy provides for pre-approval of audit, audit-related, tax and certain other services specifically described by the Audit Committee on an annual basis. In addition, individual engagements anticipated to exceed pre-established thresholds, as well as certain other services, must be separately approved. The policy also provides that the Audit Committee can delegate pre-approval authority to any member of the Audit Committee provided that the decision to pre-approve is communicated to the full Audit Committee at its next meeting. The Audit Committee has delegated this responsibility to the Chairman of the Audit Committee. Management has also implemented internal procedures to ensure compliance with this policy. As required by the Sarbanes-Oxley Act, all audit and non-audit services provided in the fiscal years ended June 30, 2017 and June 30, 2016 have been pre-approved by the Audit Committee in accordance with these policies and procedures. The Audit Committee also reviewed the non-audit services provided by EY during the fiscal years ended June 30, 2017 and June 30, 2016, and determined that the provision of such non-audit services was compatible with maintaining the auditor’s independence.

 

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PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

At the Company’s 2016 Annual Meeting of Stockholders, our stockholders approved the compensation of our named executive officers. The Company is required to provide an advisory vote on executive compensation pursuant to Section 14A of the Securities and Exchange Act, and has determined to hold such vote annually.

As described in detail in the “Compensation Discussion and Analysis”, the Compensation Committee seeks to closely align the interests of our named executive officers with the interests of the Company’s stockholders. The Company’s executive compensation program is designed to attract, retain and motivate top executive talent, drive performance without encouraging unnecessary or excessive risk-taking and support both short-term and long-term growth for stockholders. The compensation framework designed by the Company emphasizes a pay for performance model, a focus on long-term growth and diversified performance metrics. The Compensation Committee believes that our compensation framework effectively aligns pay with individual and Company performance as further described on page 35 under the heading “Pay-for-Performance Alignment”. In addition, as described on page 39 under the heading “2017 Pay Mix”, the compensation framework places a significant majority of the Chief Executive Officer’s and other named executive officers’ total direct compensation “at-risk” and dependent upon performance, with most of the compensation subject to the achievement of short-term and long-term financial and business objectives. The Company has also implemented a number of executive compensation practices, as described beginning on page 34, which the Compensation Committee considers to be effective at driving performance and supporting long-term growth for our stockholders.

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

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

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2017 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Fiscal 2017 Summary Compensation Table and the other related tables and disclosure.”

 

 

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PROPOSAL NO. 4: ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

In accordance with SEC rules, the Company provides our stockholders the opportunity to vote, on an advisory, nonbinding basis, on whether future advisory votes on the compensation of our named executive officers should be held every one, two or three years.

Beginning with the Company’s 2011 Annual Meeting of Stockholders, the Company has held annual advisory votes on executive compensation. The Board has determined that continuing to hold an advisory vote on executive compensation every year is the most appropriate alternative for the Company. In reaching this recommendation, the Board considered that holding an annual advisory vote on executive compensation allows stockholders to provide direct input on the Company’s compensation philosophy, policies and practices as disclosed in the proxy statement each year. An annual advisory vote also provides the Compensation Committee with the opportunity to evaluate its compensation decisions by taking into account timely feedback provided by stockholders. In addition, the Board recognizes that an annual advisory vote on executive compensation is consistent with the Company’s policy of facilitating communications of stockholders with the Board and its various committees, including the Compensation Committee, and with the preference expressed by stockholders in the 2011 advisory vote on this proposal.

Stockholders may vote on their preferred voting frequency by choosing the option of 1 Year, 2 Years or 3 Years or may abstain from voting. Although the Board intends to carefully consider the voting results of this proposal, the vote is advisory and not binding on the Company or the Board. The Board may decide that it is in the best interests of stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the frequency preferred by stockholders.

 

 

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PROPOSAL NO. 5: STOCKHOLDER PROPOSAL

The Nathan Cummings Foundation (“Nathan Cummings”), 475 Tenth Avenue, 14^th Floor, New York, NY 10018, which is the beneficial owner of 947 shares of Class B Common Stock as of the date of submission, has given notice that it intends to present for action at the Annual Meeting the resolution set forth below. In accordance with applicable proxy rules, the proposal and supporting statements, for which the Company accepts no responsibility, is set forth below:

RESOLVED, that stockholders of Twenty-First Century Fox, Inc. (“TCF” or the “Company”) request that the Board of Directors take the necessary steps (excluding those steps that must be taken by stockholders) to adopt a recapitalization plan that would eliminate TCF’s dual-class capital structure and provide that each outstanding share of common stock has one vote.

Supporting Statement

 

TCF had 1,859,285,250 shares of common stock outstanding as of September 13, 2016, according to the 2016 proxy statement. Holders of the 1,060,764,297 outstanding shares of Class A common stock have no voting rights. Holders of the 798,520,953 outstanding shares of Class B common stock have one vote per share.

TCF executive chairman K. Rupert Murdoch may be deemed to beneficially own 38.9% of the Class B shares and less than 1% of Class A shares. Thus, despite owning only about 17% of outstanding shares, Murdoch controls nearly 40% of the voting power.

Dual-class arrangements like the one in place at TCF can cause entrenchment because they prevent removal of a controller via “the disciplinary force of the market for corporate control.” (Bebchuk & Kastiel, “The Untenable Case for Perpetual Dual-Class Stock,” at 16 (May 2016) (available at https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2954630)). Governance expert Charles Elson has opined that such structures create “a culture with no accountability.” (Geoff Colvin, “The Trembling at News Corp. Has Only Begun,” CNNMoney, July 19, 2011)

Dual-class structures can also decouple economic exposure and voting power, allowing controllers to extract private benefits without feeling the full impact of those choices on the value of the firm. A 2008 study found that dual-class structures with disparate voting rights were correlated with lower firm value. (Paul Gompers et al., “Extreme Governance” (2008) (http://papers.ssrn.com/sol3/papers.cfm?abstract_id=562511)); cf. Gabriel Morey, Council of Institutional Investors, “Multi-Class Stock and Firm Value” (May 2017) (dual-class arrangements not associated with higher or lower return on invested capital) (http://www.cii.org/files/publications/misc/05_10_17_dual-class_value_study.pdf))

We believe that the Murdoch family’s effective control over TCF has resulted in decisions that may not be in public stockholders’ best interests. In 2015, Rupert Murdoch’s sons James and Lachlan were appointed CEO and Co-Chairman, respectively, of TCF. The elevation of James, in particular, surprised some observers because he had resigned as the head of European and Asian operations for News Corp., which was split into TCF and News Corp. in 2013, following the phone hacking scandal. (http://www.vanityfair.com/news/2015/06/rupert-murdoch-son-james-lachlan-news-corp-succession)

These moves raise concerns that TCF’s board may limit its consideration of non-Murdoch candidates for top executive positions. As one analyst put it, “The bigger issue is the appearance that (James Murdoch) is inheriting the role largely by dint of his last name rather than exclusively due to his qualifications. Investors may be concerned that company performance would be worse than it could have been under an alternate scenario where the board sought out the best professional manager available.” (https://www.usatoday.com/story/money/2015/06/11/murdoch-succession-plan-takes-form/71078436/)

Accordingly, we believe that adopting a one-share/one-vote arrangement would benefit TCF and its public stockholders.

THE BOARD’S STATEMENT IN OPPOSITION TO PROPOSAL NO. 5

The Board has carefully reviewed the capital structure of the Company and has concluded that the current dual class capital structure continues to be appropriate and is in the best interest of the Company and its stockholders. The Board therefore recommends that stockholders vote against this Proposal No. 5. As described in more detail below, the Board believes that the Company’s dual class capital structure (a) enhances the Company’s ability to focus on a long-term business strategy to create sustainable value for all stockholders, (b) is complemented by the Company’s sound corporate governance policies and practices which provide for effective, independent Board oversight and (c) provides the Company with greater flexibility in financing its growth and in structuring compensation to attract and retain highly qualified employees.

Focus on Long-Term Objectives and Value-Creation for All Stockholders. In the face of difficult challenges, management of companies with a single class of common stock can become singularly focused on maximizing short-term value and performance at the expense of long-range planning. The Board has always been committed to the long-term profitability of the Company. As such, the Board believes that the dual class capital structure, which provides limited voting rights for the holders

 

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of Class A Common Stock on extraordinary matters, protects the Company from short-term pressures and reduces the risk of disruption in the continuity of the Company’s operational policies and long-range strategy by allowing management to pursue strategies that it believes will enhance the long-term profitability of the Company.

The Board believes that the Murdoch family’s involvement and large shareholdings through the Murdoch Family Trust facilitate the Board’s focus on long-term value creation. Executive Chairmen Mr. K.R. Murdoch and Mr. L.K. Murdoch and Chief Executive Officer Mr. J.R. Murdoch have pursued value-enhancing strategies throughout the Company’s history and their vision, leadership and stewardship have been critical to the Company’s success. The Murdoch family has a strong interest in the success of the Company and is highly incentivized to create long-term value for the Company.

The Company’s dual class capital structure has been in existence since the Company became a U.S. corporation in 2004 and, prior to that, when the Company was a public company in Australia. Every investor purchasing a share of the Company’s Class A Common Stock and Class B Common Stock is aware of this capital structure, and the Board believes that many are attracted to our stock by the dual class structure and long-term stability and leadership that the Murdoch family provides to the Company.

Independent Board Oversight. The Board believes the Company’s independent oversight of executive management through its Board composition, appointment of an independent Lead Director and sound corporate governance practices and principles complement the Company’s dual class capital structure and reinforce accountability.

To ensure a strong and independent Board, the Company’s Statement of Corporate Governance requires the Board be comprised of a majority of Directors who qualify as “independent directors” in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the listing standards of The NASDAQ Stock Market. All members of the Board’s standing committees (Audit, Compensation and Nominating and Corporate Governance) are independent. Therefore, oversight of critical issues such as the integrity of the Company’s financial statements, executive compensation decisions (including for Messrs. K.R. Murdoch, L.K. Murdoch and J.R. Murdoch), recommendations for the nomination of Directors, oversight of the management of the Company’s compliance program and the annual review and evaluation of Board conduct and performance is entrusted solely to independent Directors. Following these principles, only independent Directors approved the appointments of Messrs. K.R. Murdoch and L.K. Murdoch as Executive Chairmen of the Board and Mr. J.R. Murdoch as Chief Executive Officer of the Company as part of the leadership transition completed in June 2015.

The Board is committed to ensuring that the Lead Director role, which is designated by a majority of the independent, non-executive Directors, has substantive responsibilities and significant authority and oversight. The responsibilities of the Lead Director include, among other things: presiding over all Board meetings at which the Executive Chairmen are not present, including executive sessions of the non-executive Directors and the independent Directors; serving as a liaison between the Executive Chairmen and the independent Directors; meeting with the Audit Committee and/or the Compliance Steering Committee periodically; approving information sent to the Board, and meeting agendas for the Board and meeting schedules; participating in the Compensation Committee’s evaluation of the performance of the CEO; and ensuring his or her availability for consultation and direct communications, if requested by major stockholders. Please see “Corporate Governance Matters—Board Leadership Structure” for additional details on the independent Lead Director.

The Company’s other strong corporate governance practices include:

 

•

The annual election of all Directors

 

•

A majority vote standard and director resignation policy in uncontested Director elections

 

•

Executive sessions of the independent Directors held at every regularly scheduled Board meeting

 

•

Annual Board and committee self-evaluations

 

•

Compensation in the form of awards of deferred stock units for Directors and stock-settled performance stock units for executive officers and robust ownership guidelines for non-executive Directors and named executive officers

Additionally, the Board believes that the existence of a dual class structure does not serve as an impediment to inviting new perspectives to the Board, as evidenced by the Company’s addition of five new independent directors since 2013 including a principal of another significant stockholder of the Company.

Flexibility in Financing and Other Business Matters. The Board believes that the dual class structure provides the Company with greater flexibility to pursue a long-term emphasis on stockholder value through growth and financial strength. The Company’s ability to issue Class A Common Stock, for which there is already a sizeable and liquid market, better positions the Company to finance growth opportunities without significantly diluting the voting interest of the Company’s Class B stockholders. The Board has observed that a company with a single class of stock may forgo stock issuances, including in

 

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PROPOSAL NO. 5: STOCKHOLDER PROPOSAL

 

connection with strategic transactions, due to concerns over dilution of control. As the issue of control is not a factor in the Board’s consideration of these transactions, the decision by the Company to issue stock in acquisitions or potentially in capital raising transactions is based solely on the perceived economic benefits of the transaction to the Company and all of its stockholders. In addition, the Board believes that the Company’s ability to issue Class A Common Stock-based equity awards increases its flexibility in structuring compensation plans so that management and key employees can participate in the growth of the Company which enhances the Company’s ability to attract and retain highly qualified key employees.

The Board notes that dual class capital structures are recognized and valid under applicable federal and corporate law and stock exchange regulations and are not uncommon among public companies. Various companies have had successful dual class capital structures for many years, including leading companies like Berkshire Hathaway, and dual class structures are particularly prevalent among media and technology companies such as Comcast Corporation, Viacom Inc., CBS Corporation, The E.W. Scripps Company and Google’s parent company Alphabet Inc.

A recapitalization that affects the voting rights of our Class B Common Stock requires the approval of the Company’s Class B stockholders. Therefore approval of this Proposal 5 would not itself eliminate the Company’s dual class capital structure but instead would be an advisory recommendation to the Board to submit such a proposal to the Company’s Class B stockholders.

 

 

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EXECUTIVE OFFICERS OF 21ST CENTURY FOX

The executive officers of the Company at June 30, 2017 are set forth in the table below. Unless otherwise noted, each holds the offices indicated until his successor is chosen and qualified at the regular meeting of the Board to be held following the Annual Meeting, or at other meetings of the Board as appropriate.

 

Name			Age			Position with the Company
K. Rupert Murdoch(1)			86			Executive Chairman
Lachlan K. Murdoch(1)			46			Executive Chairman
James R. Murdoch(1)			44			Chief Executive Officer
John P. Nallen			60			Senior Executive Vice President and Chief Financial Officer
Gerson Zweifach			64			Senior Executive Vice President and Group General Counsel and             Chief Compliance Officer

 

(1)	Mr. K.R. Murdoch, is the father of Mr. J.R. Murdoch and Mr. L.K. Murdoch. Messrs. J.R. Murdoch and L.K. Murdoch are brothers. None of the other executive officers of the Company is related to any other executive officer or Director of the Company by blood, marriage or adoption.

Information concerning Messrs. K.R. Murdoch, L.K. Murdoch and J. R. Murdoch can be found under the heading “Election of Directors.”

John P. Nallen has served as Senior Executive Vice President and Chief Financial Officer of the Company since 2013. He has served as a Director of Sky since 2015. He previously served as Executive Vice President and Deputy Chief Financial Officer of the Company from 2001 to 2013. Prior to joining the Company in 1995, he worked for 16 years at Arthur Andersen where he became a partner leading its Media Industry Practice.

Gerson Zweifach has been a Senior Executive Vice President and Group General Counsel of the Company since 2012. He also serves as Chief Compliance Officer of the Company. Mr. Zweifach served as an attorney at Williams & Connolly LLP where he was a partner from 1988 to 2012 and currently serves as Of Counsel. He served as General Counsel of News Corp from 2012 to 2015. Mr. Zweifach has been a member of the Bar of the District of Columbia since 1981 and the Bar of the State of New York since 1980.

 

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SECURITY OWNERSHIP OF 21ST CENTURY FOX

The following table sets forth the beneficial ownership of both Class A Common Stock and Class B Common Stock as of September 18, 2017 for the following: (i) each person who is known by the Company to own beneficially more than 5% of the outstanding shares of Class B Common Stock; (ii) each member of the Board; (iii) each named executive officer (as identified under “Executive Compensation and Other Information”) of the Company; and (iv) all Directors and executive officers of the Company as a group.

 

		Common Stock Beneficially Owned(1)
		Number of Shares Beneficially Owned								Option Shares(3)				Percent of Class(4)
Name(2)		Non-Voting Class A Common Stock(5)				Voting Class B Common Stock(6)				Non-Voting Class A Common Stock				Non-Voting Class A Common Stock				Voting Class B Common Stock(6)
Murdoch Family Trust(7) c/o McDonald Carano Wilson LLP 100 W. Liberty Street 10th Floor Reno, NV 89501			57,000				306,623,480				—				*				38.4%
Volpe Velox, L.P. (ValueAct)(8) One Letterman Drive, Building D, Fourth Floor San Francisco, CA 94129			—				53,326,334				—				—				6.7%
K. Rupert Murdoch(9)			8,838,376				310,889,598				—				*				38.9%
Lachlan K. Murdoch			5,307				5,857				—				*				*
Delphine Arnault			19,714				—				—				*				—
James W. Breyer			62,714				—				—				*				—
Chase Carey(10)			647,084				—				—				*				—
David F. DeVoe			4,080				—				—				*				—
Viet Dinh			19,714				1,010				—				*				*
Sir Roderick I. Eddington			154,484				—				—				*				—
James R. Murdoch(11)			2,052,139				1,644				—				*				*
John P. Nallen			259,057				—				—				*				—
Jacques Nasser			19,714				—				—				*				—
Robert S. Silberman			19,714				15,000				—				*				*
Tidjane Thiam			17,917				—				—				*				—
Jeffrey W. Ubben(12)			12,645				53,326,334				—				*				6.7%
Gerson Zweifach			146,735				—				—				*				—
All current Directors and executive officers as a group (15 members)			12,279,394				364,239,443				—				1.2%				45.6%

 

*	Represents beneficial ownership of less than one percent of the issued and outstanding Class A Common Stock or Class B Common Stock, as applicable, on September 18, 2017.

 

(1)

This table does not include, unless otherwise indicated, any shares of Class A Common Stock or any shares of Class B Common Stock or other equity securities of the Company that may be held by pension and profit-sharing plans of other corporations or endowment funds of educational and charitable institutions for which various Directors and officers serve as directors or trustees.

 

(2)	The address for all Directors and executive officers of the Company is c/o 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036.

 

(3)	No options are outstanding.

 

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SECURITY OWNERSHIP OF 21ST CENTURY FOX

 

(4)	Applicable percentage of ownership is based on 1,054,008,837 shares of Class A Common Stock and 798,520,953 shares of Class B Common Stock outstanding as of September 18, 2017, for such stockholder or group of stockholders, as applicable.

 

(5)

Beneficial ownership of Class A Common Stock includes for the following Directors stock-settled Deferred Stock Units (“DSUs”) which are paid in Class A Common Stock as of the first trading day of the quarter five years following the date of grant or as of the date of the Director’s end of service: 19,714 DSUs held by each of Ms. Arnault, Sir Roderick Eddington and Messrs. Breyer, Dinh, Nasser and Silberman; 4,851 DSUs held by Mr. L.K. Murdoch; 17,917 DSUs held by Mr. Thiam; and 12,645 DSUs held by Mr. Ubben.

 

(6)	Beneficial ownership of Class B Common Stock as reported in the above table has been determined in accordance with Rule 13d-3 of the Exchange Act. Unless otherwise indicated, beneficial ownership of Class B Common Stock represents both sole voting and sole investment power.

 

(7)

Beneficial ownership of the Class A Common Stock is as of November 10, 2008 as reported on Form 4 filed with the SEC on November 13, 2008. Beneficial Ownership of Class B Common Stock is as of December 31, 2014, as reported on Schedule 13G/A filed with the SEC on February 13, 2015. Cruden Financial Services LLC, a Delaware limited liability company (“Cruden Financial Services”), the corporate trustee of the Murdoch Family Trust, has the power to vote and to dispose or direct the vote and disposition of the reported Class B Common Stock. In addition, Cruden Financial Services has the power to exercise the limited vote and to dispose or direct the limited vote and disposition of the reported Class A Common Stock. As a result of Mr. K.R. Murdoch’s ability to appoint certain members of the board of directors of Cruden Financial Services, Mr. K.R. Murdoch may be deemed to be a beneficial owner of the shares beneficially owned by the Murdoch Family Trust. Mr. K.R. Murdoch, however, disclaims any beneficial ownership of such shares. Some of the Murdoch Family Trust’s shares of the Class A Common Stock and Class B Common Stock may be pledged from time to time to secure loans with certain banks.

 

(8)

Beneficial ownership of Class B Common Stock is as reported on a Form 4 jointly filed with the SEC on July 5, 2017 by Mr. Ubben, Volpe Velox, L.P., Volpe Velox, LLC, ValueAct Holdings, L.P., ValueAct Capital Master Fund, L.P., VA Partners I, LLC, ValueAct Capital Management, L.P. ValueAct Capital Management, LLC and ValueAct Holdings GP, LLC.

 

(9)

Beneficial ownership reported includes 57,000 shares of Class A Common Stock and 306,623,480 shares of Class B Common Stock beneficially owned by the Murdoch Family Trust. Mr. K.R. Murdoch may be deemed to be a beneficial owner of the shares beneficially owned by the Murdoch Family Trust. Mr. K.R. Murdoch, however, disclaims any beneficial ownership of such shares. Beneficial ownership reported also includes 4,250,000 shares of Class B Common Stock held by the K. Rupert Murdoch 2004 Revocable Trust of which Mr. K.R. Murdoch holds a beneficial and trustee interest. Beneficial ownership also includes 8,729,432 shares of Class A Common Stock held by the GCM Trust that is administered by independent trustees for the benefit of Mr. K.R. Murdoch’s minor children; however, Mr. K.R. Murdoch disclaims beneficial ownership of such shares.

 

(10)	Beneficial ownership reported includes 85,520 shares of Class A Common Stock held by the Charles G. Carey 2002 Trust of which Mr. Carey holds a beneficial and trustee interest.

 

(11)	Beneficial ownership reported includes 1,998,701 shares of Class A Common Stock held by the JRM Family Trust which is administered by an independent trustee for the benefit of Mr. J.R. Murdoch and his immediate family.

 

(12)

Under an agreement with the members of the ValueAct Capital group, Mr. Ubben is deemed to hold his DSUs for the benefit of the investors of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Beneficial ownership reported includes 53,326,334 shares of Class B Common Stock directly beneficially owned by Volpe Velox, L.P. that may be deemed to be indirectly beneficially owned by (i) Volpe Velox, LLC as General Partner of Volpe Velox, L.P., and (ii) Mr. Ubben as the Managing Member of Volpe Velox, LLC. ValueAct Capital Master Fund, L.P. is the sole limited partner of Volpe Velox, L.P. To the extent that ValueAct Capital Master Fund, L.P. is deemed to be a beneficial owner of securities of the Company held by Volpe Velox, L.P., such interests may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Mr. Ubben is a member of the management board of ValueAct Holdings GP, LLC. Mr. Ubben and each of the ValueAct Capital group entities listed herein may be deemed to be members of a “group” for purposes of the Exchange Act, and each such person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the person.

 

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The Compensation Committee of the Board is responsible for (i) developing an effective compensation philosophy, (ii) establishing, implementing and monitoring the effectiveness of the Company’s compensation programs, (iii) approving the elements of compensation awarded to the executive officers named in the Summary Compensation Table, and (iv) overseeing and reviewing the Company’s executive incentive and equity-based compensation plans. Throughout this proxy statement, we refer to the individuals who served as the Company’s Chief Executive Officer and Chief Financial Officer during fiscal 2017, as well as the other individuals included in the Summary Compensation Table on page 49 as the “named executive officers.”

Executive Summary

Fiscal 2017 Business Review

The Company reported strong performance for fiscal 2017 and continued to focus and make progress on our fundamental priorities of delivering standout creative output to power our core brands, driving innovation for customers across multiple platforms and further advancing our capabilities to monetize our content wherever it is consumed. Annual highlights and developments include:

 

•

The Company continued to grow its cable channel and television businesses through increasing affiliate revenues from traditional pay television operators while positioning these businesses for the future through inclusion in the core bundles of new digital MVPD entrants.

 

•

FOX Sports produced the very successful broadcasts of Super Bowl LI, which delivered the network’s highest metered market rating ever, the third-highest metered market rating in the game’s history, and the Major League Baseball World Series, which delivered the most watched baseball game in a quarter century.

 

•

Fox News Channel was the most watched basic cable network in fiscal 2017 during which it achieved its highest-rated quarter ever in 24-hour viewership.

 

•

The Company continued to strengthen its core domestic cable brands with the successful first seasons of Taboo, Legion, and Feud on FX and the global event series Mars and Genius on National Geographic.

 

•

The Company continued the expansion of its video offerings by introducing non-linear packages in Europe, Asia and Latin America under the labels FOX+ and FOX Premium, all tailored for specific markets and offering consumers more choice, and re-launching its domestic suite of authenticated entertainment apps through a unified FOX NOW app, and through further penetration and engagement of its Hotstar platform in India, where watch time has increased over the prior year by 300%.

 

•

The box office successes of Logan, an extension of the X-Men franchise, and Hidden Figures underscore the range and quality of what the Company’s studio brings to its audiences.

 

•

Twentieth Century Fox Television production studio produced the number one show on five different networks, including Empire on FOX, American Horror Story: Roanoke on FX, Modern Family on ABC, This Is Us on NBC, and American Dad on TBS.

 

•

The operational momentum described above led the Company to achieve its highest ever OIBDA in fiscal 2017.

 

•

The Company reached an agreement with Sky on the terms of an offer to acquire the Sky shares which the Company does not already own, which the Company believes will result in enhanced capabilities of the combined company, underpinned by a more geographically diverse and stable revenue base, and an improved balance between subscription, affiliate fee, advertising and content revenues. The acquisition of Sky remains subject to certain customary closing conditions, including approval by the UK Secretary of State for Digital, Culture, Media and Sport and the requisite approval of Sky shareholders unaffiliated with the Company.

 

•

Fox Television Stations sold broadcast spectrum in the FCC’s completed reverse auction for which the Company received approximately $350 million in proceeds in July 2017.

 

•

The Company made significant changes to the leadership and management of Fox News Channel after allegations of misconduct at the Fox News Channel business.

 

•

Net cash provided by operating activities was $3.8 billion.

 

•

The Company increased its annual dividend to $0.36 per share from $0.30 per share in the prior year.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

As indicated in the graph below, the Company’s performance over the last five years, as measured by total stockholder return (“TSR”), as adjusted to reflect the share price value of 21st Century Fox following the separation of the Company’s business on June 28, 2013 into two independent publicly traded companies (the “Separation”), reflects a high single-digit compound annual growth rate for TSR.

Comparison of Cumulative Total Stockholder Return

FY2013 to FY2017

 

 

 

		6/30/2012					6/30/2013					6/30/2014					6/30/2015					6/30/2016					6/30/2017
21st Century Fox(a)				$100					$147					$181					$169					$142					$151
Entertainment & Media Peer Group Composite(b)				$100					$138					$183					$215					$203					$240
S&P 500				$100					$121					$150					$161					$168					$198

 

(a)

The Separation of News Corp is treated as a special dividend for the purposes of calculating total stockholder return for 21st Century Fox.

 

(b)

The peer companies for purposes of this analysis include CBS Corporation, Comcast Corporation, Time Warner Inc., The Walt Disney Company and Viacom Inc.

Capital Returned to Stockholders

In fiscal 2017, we returned approximately $1.6 billion to stockholders in share repurchases and dividends, bringing the total cash returned to stockholders over the last three years to approximately $14.1 billion.

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

At the 2016 Annual Meeting of Stockholders, the Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s 2016 proxy statement. The Company’s 2016 executive compensation program was approved by approximately 69% of the votes cast.

Since then, we extended meeting invitations to several of our largest institutional stockholders representing approximately one-third of our unaffiliated outstanding Class B Common Stock to seek input on our executive compensation program. Direct telephonic meetings were held with institutional investors representing approximately one-quarter of our unaffiliated outstanding Class B Common Stock with Compensation Committee Chairman James Breyer and Lead Director and Compensation Committee member Sir Roderick Eddington participating in all of the meetings. The meetings reflected a collaborative and productive dialogue during which the Compensation Committee received input from stockholders on several topics including the overall cost of compensation paid to our named executive officers and the context of compensation levels within the media industry generally, the metrics and targets selected by the Compensation Committee for performance-based awards, the alignment of executive compensation and stockholder interests, and the distinction between actual realized pay earned by our named executive officers and target pay opportunities that are disclosed in the Company’s Summary Compensation Table. The Compensation Committee considered the feedback from stockholders obtained in these meetings as part of its evaluation of the executive compensation program’s effectiveness and whether it reflects stockholder interests. The Compensation Committee also shared the feedback from these meetings with the Board.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

The Compensation Committee will continue to consider feedback from and engage with stockholders and to monitor trends and developments to ensure that the Company’s executive compensation programs remain competitively positioned for executive talent and aligned with the interests of stockholders. The Compensation Committee has not made any immediate changes to the executive compensation program because it believes the current compensation framework, which focuses on pay for performance and long-term growth, and includes an assessment of performance on ethics and compliance objectives, is operating as intended. The Compensation Committee believes that the program is effectively aligning pay with individual and Company performance as described further in the following section “Pay-for-Performance Alignment” and as reflected by the Company’s payout below target in each of fiscal 2016 and fiscal 2017 of its long-term incentive awards which reflects in-part challenges within the industry.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Below are examples of the Company’s executive compensation practices that the Compensation Committee considers to be effective in driving performance and supporting long-term growth for our stockholders while mitigating risk, and other executive compensation practices the Company does not engage in because they are inconsistent with the Compensation Committee’s philosophy and stockholder interests.

 

What We Do And Don’t Do
We align executive compensation with the interests of our stockholders				Pay for Performance: We closely link pay to performance. We set financial goals for Company performance which align our named executive officers’ interests with those of our stockholders. A significant portion of our named executive officers’ total target compensation is at-risk and performance-based with 100% of the long-term incentive awards based on Company performance.
				Use Multiple Performance Metrics: The Company’s annual bonus and long-term incentive programs for our named executive officers rely on a number of diversified performance metrics. The annual bonus program bases a significant portion of each named executive officer’s total compensation opportunity upon the achievement of target financial performance and individual and group contributions. The performance-based long-term incentive program relies on multiple pre-set, three-year financial performance metrics.
				Regular Review of Stock Utilization: The Company evaluates stock utilization by reviewing overhang levels (dilutive impact of potential shares to be earned as equity compensation) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares as well as the aggregate grant date expense of annual equity awards as a percentage of market capitalization value).
Our executive compensation programs     are designed to mitigate undue risk-taking by our executives and to foster long-term growth for our stockholders				Cap Payouts: The Company’s payments to named executive officers are capped under both the performance-based annual bonus program and performance-based long-term incentive program.
				Maintain a Clawback Policy: The Board has policies requiring the recoupment under certain circumstances of performance-based cash and equity compensation paid to the named executive officers.
				Maintain Executive Stock Ownership Guidelines: The Compensation Committee maintains stock ownership guidelines which apply to the Company’s named executive officers.
				Mitigate Undue Risk: The Company’s compensation programs include risk mitigation features, such as Board and management discretion and oversight, a balance of annual and long-term incentives for senior executives, the use of multiple performance metrics, and recoupment provisions for named executive officers’ bonus compensation. The Compensation Committee annually oversees an assessment of risks related to compensation policies and practices.
We adhere to executive compensation best practices				Consider Effectiveness of Compliance Programs in Compensation Decisions: The Compensation Committee Charter and the Company’s long-term incentive plan include the implementation and enforcement of effective compliance programs as a factor for the Compensation Committee to consider when reviewing and approving incentive awards, including annual bonus compensation. In addition, the Compensation Committee considers, based on a recommendation from the Audit Committee of its assessment of management’s performance on ethics and compliance objectives, whether a reduction to the qualitative portion of the annual bonus payout is appropriate and, if so, the amount of such reduction.
				No Excise Tax Gross-ups: The employment agreements with our named executive officers do not provide for any gross-up payments to cover excise taxes incurred by the executive.
				No Tax Gross-ups for Personal Benefits: None of our named executive officers receive gross-ups for taxes on personal benefits.
				No Change in Control Agreements: None of our named executive officers’ employment agreements or other arrangements contain provisions that guarantee a payment upon a change in control of the Company.
				No Hedging: The Company 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.
				No Pledging: The Company prohibits all executive officers and directors from pledging any Company securities that they hold directly or unvested equity compensation.
				No Repricing of Stock Options or SARs: The Compensation Committee may not reprice stock options or stock appreciation rights without the approval of the Company’s stockholders.
				No Dividends on Unearned Restricted Stock Units (“RSUs”) or Performance Stock Units (“PSUs”): No dividends or dividend equivalents are paid on unvested RSUs or PSUs during the performance period.
				No Time Vested Equity Awards: All equity awards granted to our named executive officers are performance-based and stock-settled.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Pay-for-Performance Alignment

The graph below compares the relationship between changes in the total direct compensation (base salary, annual bonus and the grant-date fair value of long-term incentives) awarded to the Company’s Chief Executive Officer and the Company’s TSR for the five fiscal years ending June 30, 2017, as adjusted to reflect the share price value of 21st Century Fox following the Separation. We believe this analysis demonstrates that our Chief Executive Officer’s compensation is, as intended, closely and appropriately linked to performance, including stock price performance, and that growth in the share price of the Company’s Class A Common Stock has far outpaced the growth of our Chief Executive Officer’s compensation.

Comparison of CEO Total Direct Compensation (TDC) and

Indexed TSR for the Last Five Fiscal Years

 

 

 

		FY2012				FY2013				FY2014				FY2015				FY2016				FY2017
CEO TDC (K.R. Murdoch)(a)			N/A				$25,765				$23,586				$22,010				N/A				N/A
CEO TDC (J.R. Murdoch)(a)			N/A				N/A				N/A				N/A				$20,577				$19,533
Indexed TSR(b)			$100				$     147				$     181				$     169				$     142				$     151

 

(a)

Total direct compensation reflects base salary, actual bonus payout and the grant-date fair value of performance stock units.

 

(b)

Indexed TSR represents the value of $100 invested in the Company’s Class A Common Stock at the end of fiscal year 2012 and at the end of each following year. The Separation of News Corp is treated as a special dividend for the purposes of calculating total stockholder return for 21st Century Fox.

The compensation of our named executive officers for each fiscal year, as reported in the Summary Compensation Table, reflects the grant date fair value of long-term incentive awards at the beginning of a three-year performance period and not the value ultimately earned. However, actual realized pay received by our named executive officers depends on the Company’s three-year operating and relative TSR performance as compared to the targets set at the beginning of the performance period, as well as the Company’s share price at the time the awards vest. As a result, the compensation earned by our named executive officers may differ significantly from the grant date value that is reported in the Summary Compensation Table.

The graph below showing the grant date value and realized value of the last three completed long-term incentive award cycles reflects this difference between grant date value that is reported in the Summary Compensation Table and the realized value that is received by the Chief Executive Officer. For the fiscal 2013-2015 performance period, realized pay was 64% higher than reported pay due to the award vesting at 127% of target based on Company performance and the Company’s share price increasing by 45% since grant date. For the fiscal 2014-2016 performance period, realized pay was 50% lower than reported pay due to the award vesting at 64% of target based on Company performance and the Company’s share price decreasing by 17% since the grant date. For the fiscal 2015-2017 performance period, realized pay was 36% lower than reported pay due to the award vesting at 73% of target based on Company performance and the Company’s share price decreasing by 11% since grant date. These results demonstrate the Company’s use of rigorous performance goals and reflect a strong link between pay and performance. For additional information on the Company’s long-term incentive program, please see the sections titled “Performance-Based Long-Term Equity-Based Incentive Awards” and “Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2015-2017 Performance Period”.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

(a)   Realized value is calculated as the final number of shares received multiplied by the closing price of the Company’s Class A Common Stock as reported on NASDAQ on the trading day immediately prior to the respective vest date.

Compensation Philosophy

Our strategy and goal of creating long-term growth and value for stockholders drives our philosophy and how we design executive compensation programs and practices.

Our executives lead and manage one of the world’s leading media and entertainment companies in a fast-changing, competitive environment, and their responsibilities span operations around the world. Our executives are critical to the value we create for our stockholders.

Our compensation philosophy aims to achieve the following:

 

•

Provide a compensation program that drives performance;

 

•

Ensure our compensation policies and practices support both annual and long-term growth for stockholders; and

 

•

Structure compensation packages to attract, retain and motivate the top executive talent necessary for the Company’s success today and in the future.

In designing compensation programs for our named executive officers, the Compensation Committee is guided by the following objectives:

 

•

Our compensation programs should incorporate a mix of fixed and performance-based compensation in the form of base salary, annual bonus compensation, performance-based long-term incentives and retirement and other benefit programs (as described below) to enable us to attract the highest quality talent to the Company.

 

•

Our individual pay decisions should consider trends in the industry in which the Company operates and competes and the executive’s performance, contributions, breadth and complexity of the role, and individual skills.

 

•

Our compensation programs should be communicated and implemented as clearly, specifically and transparently as possible.

 

•

Our incentive programs should respond to unique market requirements and provide a strong link between pay and performance.

How Executive Compensation Decisions Are Made

Role of the Compensation Committee and Executive Officers and Management in Compensation Decisions

Prior to approving or, as applicable, recommending each named executive officer’s compensation, the Compensation Committee reviews and analyzes the nature and amounts of all elements of each named executive officer’s total compensation package, both separately and in the aggregate, to ensure that each named executive officer’s compensation is performance-based and that an appropriate balance is maintained in focusing different elements of compensation on both the short-term and long-term performance of the Company. The Compensation Committee also considers, among other factors, information provided by its independent compensation consultant on peer companies and industry trends, the Company’s philosophy on

 

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internal pay parity, and the responsibilities and past performance of our named executive officers. In addition, members of our senior management team keep informed of developments in compensation and benefits matters and participate in the gathering and presentation of facts related to these matters as requested by the Compensation Committee.

Role of Compensation Consultant

In fiscal 2017, the Compensation Committee retained the services of an external compensation consultant, FW Cook, to advise the Compensation Committee on its named executive officer and non-executive Director compensation practices and framework, compensation trends, and, from time to time, the structure of individual executive employment agreements.

For information on the Compensation Committee’s consideration of FW Cook’s independence, please see page 20 in the section titled “Corporate Governance Matters”.

Use of Information on Peer Companies and Industry Trends

In order to attract and retain the best talent, our executives’ compensation packages must remain competitive. Because the Company competes to recruit and retain executives against a relatively small number of large, complex, diversified and publicly-traded media and entertainment companies where executives possess skills and experience that are most relevant for the Company’s businesses, when reviewing fiscal 2017 compensation, the Compensation Committee primarily focused on the compensation practices of CBS Corporation, Comcast Corporation, Time Warner Inc., The Walt Disney Company and Viacom Inc. However, for broader perspective, the Compensation Committee also considered the compensation practices of other publicly-traded entertainment and media, technology and telecommunications companies including AT&T Inc., Charter Communications, Inc., Discovery Communications, Inc., DISH Network Corporation, Liberty Global plc, Netflix, Inc. and Verizon Communications Inc. However, the Compensation Committee does not justify its compensation decisions, nor attempt to maintain a specific target percentile in determining compensation, based on compensation provided to executives at its peer companies.

Although the Company does not use “benchmarks” with respect to individual compensation levels, the Compensation Committee regularly reviews the compensation practices of a group of our peer companies, consisting of other large publicly-traded entertainment and media companies, and select technology and telecommunications companies, as well as evolving market practices, to ensure that it remains informed of current practices when making compensation decisions. The Compensation Committee considers the compensation practices of our peer companies but, because of the complex mix of industries and markets in which the Company operates, it believes that strict benchmarking against selected groups of companies does not provide a meaningful basis for establishing compensation and does not use peer company data to base, justify or provide a framework for compensation decisions. The Compensation Committee also does not target any element of compensation or total compensation to a specific range within the peer companies. Rather, it uses peer company data to obtain a general understanding of current compensation practices. The Compensation Committee’s goal is to provide total compensation packages that are competitive with prevailing practices in our industry and in the geographic markets in which we conduct business. The Compensation Committee retains flexibility within the compensation program in order to respond to and adjust for specific circumstances and our evolving business environment.

Review of Internal Pay Parity

The Compensation Committee has determined that internal pay parity is critical to ensuring fairness and encouraging a collaborative team effort among the named executive officers. Accordingly, the Compensation Committee’s decisions concerning named executive officer compensation include a careful review of each named executive officer’s pay components and levels relative to other named executive officers with respect to role, seniority and/or levels of responsibility. In addition, the Compensation Committee has determined that it is appropriate to provide the same type of incentive compensation opportunities to each of the named executive officers.

 

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Named Executive Officers’ Compensation Packages for Fiscal 2017

Introduction

The key elements of our executive compensation program for our named executive officers consist of base salary, annual bonus compensation that is based on an evaluation of Company and individual and group performance, performance-based long-term equity-based incentive awards and retirement benefits. The named executive officers also receive certain perquisites, but such perquisites are not a key element of compensation. The chart below illustrates why the Compensation Committee chooses to pay each element of compensation:

 

				Motivation				Alignment with Stockholder  Interests
Element of Compensation		Attraction		Short-Term		Long-Term				Retention
Base Salary
Performance-Based Annual Bonus Compensation
Performance-Based Long-Term Equity-Based Incentive Awards
Retirement Benefits

When making individual executive compensation decisions, the Compensation Committee considers such characteristics as the named executive officer’s leadership and management expertise, performance history, the complexity of the position and responsibilities, growth potential, term of service with the Company, reporting structure and internal parity. The Compensation Committee also takes into account certain other market factors, such as, among others, the significance of the industry and geographic markets (particularly New York City and Los Angeles) in which we operate and compete to the Company’s ability to attract and retain talent. In determining the amount of total compensation, the Compensation Committee considers both currently paid compensation and the opportunity for future compensation, as well as the mix of cash and equity-based compensation. The level of compensation of each of our named executive officers reflects these factors.

In fiscal 2017, our named executive officers were Messrs. K. Rupert Murdoch, Lachlan K. Murdoch, James R. Murdoch, John P. Nallen and Gerson Zweifach. Mr. K.R. Murdoch, the Company’s Executive Chairman, has served the Company or its subsidiaries or affiliates for 65 years. Mr. L.K. Murdoch, the Company’s Executive Chairman and a Director since 1996, previously served the Company in a number of executive roles from 1994 to 2005. Mr. J.R. Murdoch, the Company’s Chief Executive Officer, has served in a variety of leadership positions within the Company and with its affiliates for 21 years. Mr. Nallen, the Company’s Chief Financial Officer since July 2013, previously served as an Executive Vice President and Deputy Chief Financial Officer of the Company for 12 years, overseeing various functional areas including corporate finance, tax, internal audit and planning and analysis and has served the Company and its affiliates for more than 22 years. Mr. Zweifach, who joined the Company in 2012 as a Senior Executive Vice President and Group General Counsel, has more than 35 years of experience covering significant media and first amendment cases, as well as patent, antitrust and securities litigation matters. The depth of our named executive officers’ institutional knowledge, the breadth of their experience and their superior leadership talents have been instrumental and invaluable in making and maintaining 21st Century Fox as one of the pre-eminent international media and entertainment companies.

The Compensation Committee believes that employment agreements are important tools to attract and retain executive talent and were essential to an effective leadership transition. Accordingly, in fiscal 2017, Messrs. L.K. Murdoch, J.R. Murdoch, Nallen and Zweifach were each a party to a negotiated employment agreement. (For a detailed description of these employment agreements, please see page 50 in the section titled “Employment Arrangements”.) Messrs. L.K. Murdoch and J.R. Murdoch’s compensation is intended to be commensurate with each of their responsibilities for the operational and strategic leadership of the Company and reflects each executive’s significant contributions to the Company as well as other achievements. Since Messrs. L.K. Murdoch and J.R. Murdoch share responsibility for the management and leadership of the Company, Messrs. L.K. Murdoch and J.R. Murdoch receive identical compensatory arrangements. Mr. Nallen’s compensation reflects his superior financial management and the desire to ensure his retention. Mr. Zweifach’s compensation reflects his strong leadership of the Company’s legal and compliance function and the desire to ensure his retention. Mr. K.R. Murdoch is not a party to an employment agreement, and his compensation for fiscal 2017 was determined and approved by the Compensation Committee and was unchanged from the prior year. Mr. K.R. Murdoch plays an important leadership role in each of the Company’s key initiatives, offering invaluable insight and expertise, provides broad strategic vision for the Company and, in fiscal 2017, he provided critical leadership to maintain the exceptional performance of Fox News Channel during a period of transition.

 

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2017 Pay Mix

The Compensation Committee believes that a significant portion of the compensation awarded to our named executive officers should be performance-based and at-risk. As illustrated below, approximately 85% of the Chief Executive Officer’s and on average 74% of the other named executive officers’ fiscal 2017 target total direct compensation was “at-risk” and dependent upon performance, with most of the compensation subject to the achievement of short-term and long-term financial and business objectives. We believe that this balance of fixed and variable compensation is consistent with the Company’s executive compensation philosophy, maintains a strong link between the named executive officers’ compensation and Company performance, aligns the named executive officers’ interests with those of our stockholders and motivates executives to deliver strong results and create stockholder value.

 

 

(a)	Includes each named executive officer’s annual base salary, target annual bonus opportunity and the target PSU Award (as defined below) opportunity for the fiscal 2017-2019 performance period.

 

(b)

Performance-based incentive compensation includes target annual bonus opportunity and target PSU Award opportunity. For the Chief Executive Officer, 40% of the target total direct compensation is comprised of the target annual bonus opportunity and 45% is comprised of the target PSU Award opportunity. For the other named executive officers, on average, approximately 39% of the target total direct compensation is comprised of the target annual bonus opportunity and approximately 35% is comprised of the target PSU Award opportunity. Stated NEO percentages are rounded to the nearest whole percent.

Base Salary

One element of compensation needed to attract and retain an employee in any organization is base salary. Base salary is the fixed element of a named executive officer’s annual cash compensation and does not vary with performance.

The respective employment agreements of Messrs. L.K. Murdoch, J.R. Murdoch, Nallen and Zweifach provide for a minimum base salary. At the time each of these employment agreements was entered into, each named executive officer’s base salary was established in the context of the nature of the named executive officer’s particular position, the responsibilities associated with that position, length of service with the Company, his experience, expertise, knowledge and qualifications, market factors, the industry in which we operate and compete, recruitment and retention factors and the Company’s overall compensation philosophy.

The Compensation Committee reviews annually the base salary of each of the named executive officers, subject to the terms of any applicable employment agreements. Base salary may be adjusted if the Compensation Committee determines that an adjustment is warranted or that a different mix of compensation elements may more appropriately compensate the individual named executive officer in light of the Company’s compensation objectives. There were no base salary changes for our named executive officers in fiscal 2017 from fiscal 2016.

Performance-Based Annual Bonus 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 upon individual and group contributions and the Company’s financial and operating performance. 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.

In August 2016, the Compensation Committee approved the framework for the fiscal 2017 Annual Bonus (as defined below). The Compensation Committee determined that two-thirds of the Annual Bonus would be based on achievement of a target financial performance metric and one-third would be based on qualitative factors, including the contributions by each and the

 

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group of named executive officers (the “Annual Bonus”). The Compensation Committee selected adjusted OIBDA¹ as the financial performance metric for fiscal 2017 because it believes that this metric reflects the Company’s key financial objective for the operations for which the named executive officers have direct responsibility. The Compensation Committee also determined the following performance levels for the achievement of the financial performance metric, with performance that falls between the specified performance levels to be interpolated broadly on a linear basis:

 

Performance Level		Performance Goal as a Percentage of Target OIBDA		Payout as a Percentage of Financial Performance Portion of the Annual Bonus
Maximum		120%		200%
Target		100%		100%
Threshold		80%		50%

The Compensation Committee approved the following target and maximum Annual Bonus opportunities for fiscal 2017 for each of Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch, Nallen and Zweifach:

 

Named Executive Officer		Fiscal 2017    Target Annual Bonus    Opportunity		Fiscal 2017 Maximum Annual Bonus Opportunity
K. Rupert Murdoch		$10.5 million		$21.0 million
Lachlan K. Murdoch(a)		$8.0 million		$16.0 million
James R. Murdoch(a)		$8.0 million		$16.0 million
John P. Nallen(a)		$4.0 million		$8.0 million
Gerson Zweifach(a)		$2.5 million		$5.0 million

 

(a)	The Annual Bonus target and maximum opportunity are provided for in the named executive officer’s employment agreement.

For fiscal 2017, the Compensation Committee set a target performance range for OIBDA of $7.09 billion to $7.19 billion. A target range is used, rather than a specific goal, to address challenges associated with setting performance goals with precision and to avoid unintended windfalls or shortfalls in actual payouts to the named executive officers. The Company’s fiscal 2017 OIBDA of $7.17 billion falls within the target performance range and therefore the Compensation Committee determined that 100% of the target quantitative portion of the Annual Bonus was achieved.

In accordance with the Annual Bonus framework, the Compensation Committee also considered qualitative factors, including contributions to the Company’s financial and non-financial objectives in fiscal 2017, when determining each eligible named executive officer’s Annual Bonus. The Company operates in a dynamic, rapidly evolving and highly competitive industry and the Compensation Committee considered not only individual performance but also the collective efforts and collaboration of the named executive officers that is imperative for success. The named executive officers, individually and as a group, had the following notable achievements in fiscal 2017:

 

•

Provided leadership under which the Company delivered solid financial results, strengthened its core operations and continued its international expansion in Europe, Asia and Latin America.

 

•

Grew the Company’s cable channel and television businesses by continuing to increase affiliate and retransmission compensation from traditional pay television operators.

 

•

Pursued wider distribution through emerging over-the-top products and continued to enhance our digital advertising capabilities.

 

•

Reached an agreement with Sky on the terms of an offer to acquire the 61% of Sky not already owned by the Company. Led the negotiation and structuring of the acquisition of Sky which the Company believes will result in enhanced capabilities of the combined company, underpinned by a more geographically diverse and stable revenue base, and an improved balance between subscription, affiliate fee, advertising and content revenues.

 

•

Strengthened the Company’s balance sheet and increased its cash reserves resulting in flexibility to invest in organic and inorganic growth opportunities and issue debt to finance the Sky transaction.

 

•

Guided the execution of our key strategic priorities including the creation of compelling storytelling, enhancement of the customer experience of our digital video brands and the leveraging of our positions in developing markets.

 

1

OIBDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. OIBDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Impairment and restructuring charges, Equity (losses) earnings of affiliates, Interest expense, net, Interest income, Other, net, Income tax expense, Loss from discontinued operations, net of tax and Net income attributable to noncontrolling interests. No adjustments were made to OIBDA for fiscal 2017.

 

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•

Oversaw the sale of broadcast spectrum in the FCC’s completed reverse auction.

 

•

Made significant changes to the leadership and management of Fox News Channel after allegations of misconduct at the Fox News Channel business.

The Compensation Committee determined that the noteworthy achievements described above of the named executive officers, individually and as a group, made contributions to drive the overall success of the business as well as its financial and strategic objectives and therefore awarded 100% of the target qualitative portion of the Annual Bonus to Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch, Nallen and Zweifach. In addition, the Compensation Committee considered it appropriate to align the percentage of the target qualitative portion of the Annual Bonus awarded to each named executive officer to recognize the collaborative effort in fiscal 2017 that led to the Company’s strong performance. The Compensation Committee Charter and the Company’s long-term incentive plan include the implementation and enforcement of effective compliance programs as a factor for the Compensation Committee to consider when reviewing and approving incentive awards, including annual bonus compensation. The Compensation Committee considers, based on a recommendation from the Audit Committee of its assessment of management’s performance on ethics and compliance objectives, whether a reduction to the qualitative portion of the annual bonus payout is appropriate and, if so, the amount of such reduction. During fiscal 2017, management regularly reported to the Audit Committee its progress in implementing the Company’s ethics and compliance objectives. In assessing the progress of the Company’s implementation of its ethics and compliance objectives, the Audit Committee considered the extent to which progress was made in a variety of compliance areas as well as whether such progress would contribute to the Company’s long-term ethics and compliance objectives. As described herein, based on the Audit Committee’s assessment of management’s performance on ethics and compliance objectives, the Compensation Committee did not reduce the qualitative portion of the annual bonus payout for the named executive officers for fiscal 2017.

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 Bonuses, which were paid in cash, as follows:

 

		Fiscal 2017 Target Annual Bonus Opportunity				Adjusted OIBDA										Qualitative Performance										Calculated Annual Bonus Amount
Named Executive Officers						66.7% of Target				Multiple		Subtotal				33.3% of Target				Multiple		Subtotal
K. Rupert Murdoch			$10,500,000				$7,000,000			100%			$7,000,000				$3,500,000			100%			$3,500,000				$10,500,000
Lachlan K. Murdoch			$  8,000,000				$5,333,333			100%			$5,333,333				$2,666,667			100%			$2,666,667				$  8,000,000
James R. Murdoch			$  8,000,000				$5,333,333			100%			$5,333,333				$2,666,667			100%			$2,666,667				$  8,000,000
John P. Nallen			$  4,000,000				$2,666,667			100%			$2,666,667				$1,333,333			100%			$1,333,333				$  4,000,000
Gerson Zweifach			$  2,500,000				$1,666,667			100%			$1,666,667				$   833,333			100%			$   833,333				$  2,500,000

Performance-Based Long-Term Equity-Based Incentive Awards

The purpose of granting performance-based long-term equity-based awards to the named executive officers is to align further their compensation with the long-term performance of the Company and link the named executive officers’ interests directly to those of the Company’s stockholders. In order to accomplish these objectives, the Compensation Committee designed a performance-based long-term equity-based incentive program and approved the annual grant of PSUs that will have a three-year performance measurement period (the “PSU Award”). The PSUs will vest after the completion of the three-year performance period, based upon the following performance metrics that will be measured against targets established at the beginning of each performance period: (i) average annual adjusted earnings per share (“EPS”) growth; (ii) average annual adjusted free cash flow (“FCF”) growth; and (iii) the Company’s three-year TSR as measured against the three-year TSR of the companies that comprise the Standard & Poor’s 500 Index (excluding financial, real estate and energy sector companies) (the “S&P 500”) (collectively, the “Performance Metrics”).

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 utilized in the Financial Statements (as defined below) for the respective 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 eliminating the effect on net income (as reported in the Company’s audited consolidated financial statements of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 (the “Financial Statements”) and determined in accordance with United States generally accepted accounting principles) of the following items, which will apply equally to income and losses from “Associated Entities” (as such term is used in the Financial Statements) included in net income: (i) non-cash intangible asset impairment charges and write downs on investments to realizable values; (ii) gains or losses on the sale or other disposition of businesses or investments; (iii) items considered to be of an unusual nature or of a type that indicates infrequency of occurrence; (iv) the impact of changes in accounting in the fiscal year of such change (with the intent being to measure adjusted net income in each fiscal year on the

 

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same bases of accounting); (v) costs of material business restructurings, reorganizations and relocations (includes severances, shut down, asset writeoffs - whether immediately recognized or the incremental impact of accelerated charges over the restructuring period); and (vi) gains and losses from capital and debt issuances and retirements. FCF means operating income before depreciation and amortization, less cash interest, operating taxes paid, working capital requirements and capital expenditures, plus distributions/dividends received and non-cash compensation expense, all determined from continuing operations. Comparable adjustments made to net income in accordance with the definition of adjusted net income will be made to FCF to the extent they impact FCF. For Adjusted EPS and Adjusted FCF, the determination may reflect such other adjustments as described below which the Compensation Committee deems appropriate to reflect the Performance Metric so as to not distort the calculation of the Performance Metric.

The Compensation Committee selected these performance metrics because it believes these metrics to be critical to the Company’s long-term creation of stockholder value. Specifically, EPS is one of the primary measures used by the Company, investors and analysts to assess Company and management performance; 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 which enhance stockholder value; and relative TSR strengthens the alignment with the long-term interests of our stockholders while considering a broad and stable collection of comparator group companies that offer alternative capital investment opportunities. The Company adjusts EPS and FCF to ensure that the measurement of performance reflects factors that management can directly control and that payout levels are not artificially inflated or impaired by factors unrelated to the ongoing operation of the business. This ensures that executives are not unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of unexpected and uncontrollable events or as a result of strategic events that are in the long-term interest of stockholders. The target weighting for the adjusted EPS growth, adjusted FCF growth and TSR performance metrics will be 40%, 40% and 20%, respectively. The target level for the relative TSR performance metric for the PSU Awards for the fiscal 2017-2019 performance period was set at the 50th percentile with a threshold performance level of 25th percentile and a maximum performance level of greater than or equal to the 75th percentile.

All outstanding PSUs awarded to the named executive officers are stock-settled. Each stock-settled PSU represents the right to receive one share of Class A Common Stock, which enables the Company to fix its compensation expense based on the share price on the date the award is granted and eliminate any volatility in compensation expenses that may result from using cash-settled equity awards, and may promote increased stock ownership by our named executive officers. The stock-settled PSUs were awarded under the 2013 Long-Term Incentive Plan (the “2013 LTIP”).

Within 90 days of the beginning of each performance period, the Compensation Committee establishes for each of the Performance Metrics, performance ranges and payout ranges for the performance period. The Compensation Committee also determines the target opportunity for each of the named executive officers for the performance period, expressed as a dollar value (the “PSU Target Value”). The PSU Target Value will be converted into a target number of PSUs (the “PSU Target Number”) which, for fiscal 2017, was based on the average closing price of the Class A Common Stock for the 20 trading days ending on June 30. For the fiscal 2017-2019 performance period, the Compensation Committee established in August 2016 the following PSU Target Value, and corresponding target number of PSUs, for each of Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch, Nallen and Zweifach:

 

Named Executive Officer		Fiscal 2017-2019     Performance Period     Target PSU Award Opportunity ($ value)				Fiscal 2017-2019     Performance Period     Target PSU Award Opportunity (number of PSUs)(a)
K. Rupert Murdoch			$5.7 million				199,789
Lachlan K. Murdoch(b)			$9.0 million				315,457
James R. Murdoch(b)			$9.0 million				315,457
John P. Nallen(b)			$4.0 million				140,203
Gerson Zweifach(b)			$2.5 million				87,627

 

(a)	The PSUs are eligible for dividend equivalents which will be represented by additional units representing shares of Class A Common Stock credited at the time performance under the PSU Award is certified and will be payable when, and only to the extent that, the underlying PSU Award vests.

 

(b)	The target PSU Award opportunity is provided for in the named executive officer’s employment agreement.

Following the end of the performance period, the Compensation Committee will evaluate and certify the average year over year adjusted EPS growth and the average year over year adjusted FCF growth and the Company’s three-year relative TSR compared to the S&P 500 and determine the weighted payout (the “Final Performance Factor”); provided, however, the final payout cannot exceed 150% of the PSU Target Number and subject to the limitations set forth in the 2013 LTIP. Performance

 

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in a single year generally will not be indicative of the results for the entire performance period. Subject to the attainment of one or more of the Performance Metrics, at the end of the performance period, the named executive officers will be credited with a number of PSUs, which will be determined by multiplying the PSU Target Number by the Final Performance Factor (the “Final PSU Credits”). Each of the named executive officers will then receive the number of shares of Class A Common Stock equal to his Final PSU Credits, subject to the limitations set forth in the 2013 LTIP. The “Payment Date” will generally be August 15 of the applicable year or the next business day after August 15. Thus, the Final PSU Credits and their value reflect both Company performance and any change in the value of the Company’s Class A Common Stock over the three-year performance period. As described above, the actual value realized by the named executive officer may differ significantly from the value of the target PSU Award opportunity that is reflected in the Summary Compensation Table.

Beginning with the fiscal 2017-2019 performance period, the PSUs are eligible for dividend equivalents in order to further align our executive compensation with total return to stockholders.

Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2015-2017 Performance Period

The PSU Awards granted in August 2014 had a three-year performance period ending on June 30, 2017 and had performance measures based on average annual adjusted EPS growth, average annual adjusted FCF growth, and the Company’s three-year TSR as measured against the three-year TSR of the companies that comprise the S&P 500. In August 2014, the Compensation Committee determined the following performance levels and weightings for each Performance Metric:

 

		Fiscal 2015-2017 PSU Performance Metrics
Performance Levels		Adjusted EPS Growth     (40% weighting)		Adjusted FCF Growth     (40% weighting)		TSR         (20% weighting)				Payout as a %     of Target Opportunity
Maximum		25%		30%			³75th Percentile			200%
Target		15%		15%			50th Percentile			100%
Threshold		5%		0%			<25th Percentile(a)			0%

 

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

In August 2017, the Compensation Committee reviewed the Company’s performance for the fiscal 2015-2017 performance period with respect to the PSUs granted in August 2014. The Compensation Committee evaluated and certified average year over year adjusted EPS growth of 7.2%, average year over year adjusted FCF growth of 24.2% and a three-year relative TSR percentile ranking at the 12th percentile. During the fiscal 2015-2017 performance period, adjusted EPS primarily excluded (i) non-cash intangible asset impairment charges, (ii) gains or losses on the sale or other disposition of businesses and (iii) costs of material business restructurings, and was calculated as described above. Adjusted FCF included adjustments comparable to those made to EPS and excluded from the growth rate for fiscal 2017 dividends from Sky in the amount of approximately $170 million for fiscal 2017 and approximately $330 million for fiscal 2016 due to Sky’s suspension of its dividend as a result of the pending acquisition of Sky.

 

Performance Metrics		Target         Performance		Actual         Performance		Performance     Factor
Adjusted EPS Growth		15%		7.2%		9%
Adjusted FCF Growth		15%		24.2%		64%
Relative TSR		50th  Percentile		12th  Percentile		0%

Based on the Company’s performance, the Compensation Committee determined a Final Performance Factor of 73%. As a result, Messrs. K.R. Murdoch, J.R. Murdoch, Nallen and Zweifach each received shares of the Company’s Class A Common Stock equal to the Final PSU Credits described below.

 

Named Executive Officers		Fiscal 2015-2017         Performance Period         Target PSU Award         Opportunity				Final         Performance         Factor		Fiscal 2015-2017         Final PSU         Credits
K. Rupert Murdoch			161,062			73%			117,575
James R. Murdoch			169,539			73%			123,763
John P. Nallen			84,769			73%			61,881
Gerson Zweifach			70,641			73%			51,567

 

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Retirement Benefits

Our defined-benefit pension plans serve as an important retention tool for long-term executives. In addition to a broad-based, tax-qualified pension plan, we also administer a Supplemental Executive Retirement Plan (“SERP”), which increases the retirement benefits of its participants above the amounts available under our broad-based plan, as limited by the Internal Revenue Code, and in which certain of our executives participate. As an additional retention incentive, certain of the named executive officers participate in the Company’s Individual Supplemental Employee Retirement Agreement Plan (“ISERA”), which provides enhanced benefits to certain of the Company’s executives. The ISERA also provides enhanced retirement health benefits to the participating executives and their spouses. The SERP and the ISERA are non-qualified plans for tax purposes and are funded using a grantor trust. The assets in the grantor trust are unsecured funds of the Company and could be used to satisfy the Company’s obligations in the event of bankruptcy or insolvency. For additional information on these arrangements and plans, please see the Pension Benefits Table and the Potential Payments Upon Termination Table, together with their accompanying footnotes, and the section titled “Description of Pension Benefits” below.

Perquisites

Our named executive officers are provided with limited types of perquisites and other personal benefits that the Compensation Committee feels are reasonable and consistent with the Company’s overall compensation philosophy. Perquisites constitute a very small percentage of each named executive officer’s total compensation package. Some perquisites are intended to serve a specific business need for the benefit of the Company; however, it is understood that some may be used for personal reasons as well. The perquisites received by each named executive officer in fiscal 2017, as well as their incremental cost to the Company, are reported in the Summary Compensation Table and its accompanying footnotes below.

Framework for Fiscal 2018 Performance-Based Compensation

Fiscal 2018 Performance-Based Annual Bonus Compensation

In August 2017, the Compensation Committee approved the framework for the fiscal 2018 Annual Bonus. The Compensation Committee determined that two-thirds of the fiscal 2018 Annual Bonus would be based on achievement of target adjusted OIBDA, and one-third would be based on qualitative factors, including the contributions by each and the group of named executive officers. The Compensation Committee selected adjusted OIBDA as the financial performance metric for fiscal 2018 because it continues to believe that this metric reflects the Company’s key financial objective for the operations for which the named executive officers have direct responsibility. In reaching this decision, the Compensation Committee concluded that the Annual Bonus program was properly rewarding the named executive officers for Company and individual and group achievements and effectively aligning their interest with those of our stockholders. The Compensation Committee also determined the following performance levels for the achievement of the financial performance metric, with performance that falls between the specified performance levels to be interpolated broadly on a linear basis:

 

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

Also in August 2017, the Compensation Committee approved the following target and maximum Annual Bonus opportunities for fiscal 2018 for each of Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch, Nallen and Zweifach:

 

Named Executive Officer		Fiscal 2018                 Target Annual Bonus                 Opportunity				Fiscal 2018             Maximum Annual Bonus             Opportunity
K. Rupert Murdoch			$10.5 million				$21.0 million
Lachlan K. Murdoch(a)			$  8.0 million				$16.0 million
James R. Murdoch(a)			$  8.0 million				$16.0 million
John P. Nallen(a)			$  4.0 million				$  8.0 million
Gerson Zweifach(a)			$  3.5 million				$  7.0 million

 

(a)	The Annual Bonus target and maximum opportunity are provided for in the named executive officer’s employment agreement.

Fiscal 2018 Performance-Based Long-Term Equity-Based Incentive Awards

The Compensation Committee considered that the PSU Award program properly motivates each of the named executive officers to drive Company performance and determined to continue the PSU Award program for the fiscal 2018-2020

 

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performance period for the named executive officers. The Compensation Committee recognized that Mr. K.R. Murdoch is a significant stockholder of the Company and therefore his interests are already aligned with stockholders’ interests. However, the Compensation Committee determined that it was appropriate for Mr. K.R. Murdoch to continue to participate in the PSU Award program because the Compensation Committee believes in providing the same type of incentive compensation opportunities to each of the named executive officers who are responsible for the Company’s overall operations.

For the fiscal 2018-2020 performance period, the Compensation Committee established in August 2017 the following PSU Target Value, and corresponding target number of PSUs, for each of Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch, Nallen and Zweifach:

 

Named Executive Officer		Fiscal 2018-2020 Performance Period Target PSU Award Opportunity ($ value)				Fiscal 2018-2020 Performance Period Target PSU Award Opportunity (number of PSUs)(a)
K. Rupert Murdoch			$5.7 million				205,553
Lachlan K. Murdoch(b)			$9.0 million				324,558
James R. Murdoch(b)			$9.0 million				324,558
John P. Nallen(b)			$4.0 million				144,248
Gerson Zweifach(b)			$3.0 million				108,186

 

(a)	The PSUs are eligible for dividend equivalents which will be represented by additional units representing shares of Class A Common Stock credited at the time performance under the PSU Award is certified and will be payable when, and only to the extent that, the underlying PSU Award vests.

 

(b)	The target PSU Award opportunity is provided for in the named executive officer’s employment agreement.

Severance and Change in Control Arrangements

The employment agreements of Messrs. L.K. Murdoch, J.R. Murdoch, Nallen and Zweifach contain negotiated severance provisions that provide benefits to these named executive officers upon their separation from the Company, which are more fully described in the section titled “Potential Payments Upon Termination” below. 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.

Employment Agreements

The Compensation Committee believes that employment agreements are important tools to attract and retain executive talent. Described below is a summary of the employment agreement entered into in fiscal 2017.

Letter Agreement for Gerson Zweifach

In April 2017, the Company entered into a letter agreement (the “Zweifach Letter Agreement”) with Mr. Zweifach, Senior Executive Vice President and Group General Counsel of the Company, effective July 1, 2017. The Zweifach Letter Agreement amends Mr. Zweifach’s employment agreement to extend the term of Mr. Zweifach’s employment through June 30, 2020 and increase his target opportunity for performance-based, at-risk compensation. Beginning fiscal 2018, Mr. Zweifach’s annual bonus target will be $3.5 million with a maximum payout of $7 million and the target amount of his PSU Award will be $3 million.

By extending the term of Mr. Zweifach’s employment agreement and increasing his short-term and long-term performance-based compensation, the Compensation Committee was strongly focused on ensuring the retention of Mr. Zweifach. The Compensation Committee considered Mr. Zweifach’s strong leadership of the Company’s legal function and his continued efforts to enhance and implement the Company’s global compliance program.

For a further discussion of Mr. Zweifach’s employment arrangements, please see page 51 in the section titled “Employment Arrangements.”

Recoupment of Previously Paid Named Executive Officer Performance-Based Compensation

The Board of Directors has policies requiring the recoupment of performance-based compensation paid to the named executive officers in the event of certain financial restatements or of other bonus compensation in certain other instances. The policies require reimbursement, to the extent permitted by governing law and any employment arrangements entered into prior to the adoption of the policies.

 

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Prohibition on Hedging and Pledging of 21st Century Fox Stock

The Company 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, including options, warrants, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as the Company’s common stock. This prohibition includes, but is not limited to, trading in Company-based put or call option contracts, trading in straddles and the like. However, holding and exercising stock options, restricted stock units or other derivative securities granted under the Company’s equity compensation plans is not prohibited.

The Company prohibits all executive officers and directors from pledging any Company securities that they hold directly or unvested equity compensation.

Executive Stock Ownership Guidelines

The Compensation Committee believes that the named executive officers of the Company should have an appropriate equity ownership in the Company to further align stockholders’ and the named executive officers’ interests. Accordingly, the Compensation Committee has adopted stock ownership guidelines which, during fiscal 2017, applied to the named executive officers as follows:

 

Title		Ownership Guideline
Executive Chairman		5 times base salary
Chief Executive Officer		5 times base salary
Chief Financial Officer		2 times base salary
Group General Counsel		1 times base salary

Each executive will be required to achieve the appropriate ownership level within five years from the end of the fiscal year in which the executive first becomes subject to the ownership guidelines. To ensure executives make continuous progress toward their respective targets, executives must own 25% of the guideline by the end of the second fiscal year after becoming subject to the guidelines, 50% after the end of the third fiscal year and 75% by the end of the fourth fiscal year. If an executive’s guideline increases, then after the initial five-year compliance period, the executive will have an additional three years to achieve the increased guideline.

Although each executive has until the end of fiscal 2019 to achieve the appropriate ownership level (with the exception of Mr. L.K. Murdoch who has until the end of fiscal 2021 and Mr. J.R. Murdoch who has until the end of fiscal 2022 with respect to his increased guideline), as of June 30, 2017, each executive is in compliance with the applicable incremental guideline.

Compensation Deductibility Policy

In approving compensation, the Compensation Committee takes into account Section 162(m) of the Internal Revenue Code which generally limits to $1 million the U.S. federal tax deductibility of compensation paid in one year to the named executive officers except for, pursuant to Internal Revenue Service pronouncements, Mr. Nallen, our Chief Financial Officer. However, the Compensation Committee has approved, and may continue to approve, compensation exceeding the $1 million limitation, including with respect to a portion of base salary and long-term incentives, and exceeding the maximum bonus amount provided for under the Annual Bonus, in order to provide appropriate compensation. In fiscal 2017, a portion of each of our named executive officers’ compensation exceeded the $1 million threshold under Section 162(m) of the Internal Revenue Code, therefore, the Company estimates that it has foregone a tax benefit of approximately $5 million under the current compensation framework. While accounting and tax treatment are relevant issues to consider, the Compensation Committee believes that stockholder interests are best served by not restricting flexibility in designing compensation programs, even though such programs may result in non-deductible compensation expenses for tax purposes.

As part of the executive compensation program, the named executive officers are eligible to receive performance-based annual bonus compensation and performance-based long-term equity-based incentive awards under the Company’s long-term incentive plan. Performance-based compensation may qualify for an exception to the limit on deductibility, provided that the plan under which such compensation is paid meets certain requirements, including stockholder approval. Each of the Annual Bonus and the Company’s long-term incentive plan is intended to permit awards that comply with the Section 162(m) exception for performance-based compensation. The stockholders of the Company have approved both of these plans.

For tax purposes, in order to preserve the ability to deduct annual performance-based compensation under Section 162(m) of the Internal Revenue Code, the Annual Bonus is conditioned upon the funding of a bonus pool (the “Annual Bonus Pool”). For fiscal 2017, the Compensation Committee approved a formula for funding the Annual Bonus Pool of 2.0% of the Company’s

 

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adjusted OIBDA for the fiscal year, which represents the maximum annual performance-based compensation that is payable. Additionally, the Company’s Annual Bonus program caps the amount to be paid to an individual in any fiscal year with an aggregate total of $58 million payable to all eligible participants in fiscal 2017. The Compensation Committee selected adjusted OIBDA as the performance measure for the funding of the Annual Bonus Pool because it best reflects the Company’s key financial objective for the operations for which the named executive officers have direct responsibility given the nature of the Company’s business.

In August 2017, the Compensation Committee certified the adjusted OIBDA and the maximum annual bonus amounts for Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch and Zweifach. The Compensation Committee then exercised its downward discretion to adjust the actual payments to the level that was awarded to Messrs. K.R. Murdoch, L.K. Murdoch, J.R. Murdoch and Zweifach according to the methodology described above. Please see the section titled “Performance-Based Annual Bonus Compensation”.

With respect to the Company’s long-term incentive plan, the Compensation Committee also establishes performance goals for PSUs, with the intent that they will be eligible for deductibility under Section 162(m), as described in the “Performance-Based Long-Term Equity-Based Incentive Awards” section above. In August 2017, the Compensation Committee certified that one of the Performance Metrics was attained and that Messrs. K.R. Murdoch, J.R. Murdoch and Zweifach were eligible to receive the maximum number of PSUs. The Compensation Committee then exercised its downward discretion to adjust the actual payments to the level that was awarded to Messrs. K.R. Murdoch, J.R. Murdoch and Zweifach according to the methodology described above. Please see the section titled “Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2015-2017 Performance Period”.

 

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed it with the Company’s management. Based on the Compensation Committee’s review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 and this proxy statement.

THE COMPENSATION COMMITTEE:

James W. Breyer (Chairman)

Sir Roderick I. Eddington

Jacques Nasser

Robert S. Silberman

COMPENSATION COMMITTEE INTERLOCKS

AND INSIDER PARTICIPATION

During fiscal 2017, the Compensation Committee consisted of the following non-executive directors: James W. Breyer (Chairman), Sir Roderick I. Eddington, Jacques Nasser and Robert S. Silberman, all of whom the Board has determined are independent in accordance with NASDAQ listing rules. There are no interlocking relationships as defined in the applicable SEC rules.

RISKS RELATED TO COMPENSATION POLICIES AND PRACTICES

The Compensation Committee has been delegated the authority to oversee the risk assessment of the Company’s compensation policies and practices. At the direction of the Compensation Committee, members of senior management conducted the risk assessment. Such members gathered and reviewed information regarding pay practices and risk-mitigation factors within the Company’s principal business units and its corporate division. Following an analysis of the data with the Compensation Committee, the Compensation Committee does not believe there are any risks from the Company’s compensation policies and practices for its employees that are reasonably likely to have a material adverse effect on the Company. In addition, the Company’s compensation programs include sufficient risk mitigation features, such as management discretion and oversight, a balance of annual and long-term incentives for senior executives, the use of multiple performance metrics which are generally set at the beginning of the performance period, award opportunities that are fixed or capped, and recoupment provisions for named executive officers’ bonus compensation in the event of certain financial restatements or certain other instances.

 

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Summary Compensation Table for the Fiscal Year Ended June 30, 2017

 

The following table sets forth information with respect to total compensation for the fiscal years ended June 30, 2017, June 30, 2016 and June 30, 2015, respectively, for the Company’s Chief Executive Officer, Chief Financial Officer and the other most highly compensated executive officers of the Company (collectively, the “named executive officers”) who served in such capacity on June 30, 2017.

 

Name and Principal         Position		Fiscal  Year		Salary				Bonus				Stock Awards(b)				Non-Equity Incentive Plan Compensation				Change in Pension Value and Nonqualified Deferred Compensation Earnings(c)				All Other Compensation(d)				Total
K. Rupert Murdoch Executive Chairman		2017			$7,100,000				—				$  5,404,292				$10,500,000				$  6,117,000				$180,611				$29,301,903
		2016			$7,100,000				—				$  6,420,056				$  9,765,000				$11,127,000				$178,394				$34,590,450
		2015			$7,100,000				—				$  5,145,287				$  9,765,000				$  5,696,000				$182,636				$27,888,923
Lachlan K. Murdoch Executive Chairman		2017			$3,000,000				—				$  8,533,112				$  8,000,000				$     959,000				$121,730				$20,613,842
		2016			$3,000,000				—				$10,136,957				$  7,440,000				$  3,026,000				$114,321				$23,717,278
James R. Murdoch Chief Executive Officer		2017			$3,000,000				—				$  8,533,112				$  8,000,000				$     589,000				$193,832				$20,315,944
		2016			$3,000,000				—				$10,136,957				$  7,440,000				$  5,624,000				$178,716				$26,379,673
		2015			$3,000,000				—				$  5,416,093				$  5,580,000				$     916,000				$142,110				$15,054,203
John P. Nallen Senior Executive Vice President and Chief Financial Officer		2017			$2,000,000				—				$  3,792,491				$  4,000,000				$     630,000				$  42,042				$10,464,533
		2016			$2,000,000				—				$  4,505,285				$  3,720,000				$  1,830,000				$  41,072				$12,096,357
		2015			$2,000,000				—				$  2,708,030				$  2,790,000				$     671,000				$  26,927				$  8,195,957
Gerson Zweifach Senior Executive Vice President and Group General Counsel		2017			$3,000,000				—				$  2,370,310				$  2,500,000				$              —				$  39,294				$  7,909,604
		2016			$3,000,000				—				$  2,815,799				$  2,325,000				$              —				$  39,119				$  8,179,918
		2015			$3,000,000				$1,000,000	(a)			$  2,256,697				$  2,325,000				$              —				$  39,119				$  8,620,816

 

(a)	The amount set forth in the Bonus column for fiscal 2015 for Mr. Zweifach represents a payment of $1 million in connection with Mr. Zweifach’s execution of a letter agreement which extended the terms of his employment through June 30, 2017.

 

(b)

The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of stock awards granted during the applicable fiscal year. These amounts may differ significantly from the actual realized pay received by the named executive officers when the awards vest. For additional information on realized pay, please see the section titled “Compensation Discussion and Analysis—Executive Summary—Pay-for-Performance Alignment”.

The grant date fair value of the PSU awards reflects the effect of the market condition by using a Monte Carlo analysis to estimate the TSR ranking of the Company among the S&P 500 Index companies, excluding finance, real estate and energy companies, over the performance period. Had the achievement of the highest level of performance been assumed, the aggregate grant date fair value of the PSUs granted in fiscal 2017 would be as follows: $8,106,425 (Mr. K.R. Murdoch), $12,799,654 (Mr. L.K. Murdoch), $12,799,654 (Mr. J.R. Murdoch), $5,688,723 (Mr. Nallen) and $3,555,452 (Mr. Zweifach).

 

(c)

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 55 or current age, if later, and other assumptions used in preparing the Company’s June 30, 2017 audited consolidated financial statements. The change in actuarial present value for each named executive officer’s accumulated pension benefits under the applicable Company pension plan(s) 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 the fiscal year ended June 30, 2017 was primarily due to the accrual of an additional year of benefits partially offset by a change in the discount rate and mortality.

 

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(d)	All Other Compensation paid in the fiscal year ended June 30, 2017 is calculated based on the incremental cost to the Company and is comprised of the following:

 

 

(1)

Represents imputed income to the NEOs under the Company’s executive life insurance program.

Grants of Plan-Based Awards during the Fiscal Year Ended June 30, 2017

 

The following table sets forth information with respect to grants of plan-based awards to the named executive officers during the fiscal year ended June 30, 2017.

 

Name		Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)												Estimated Future Payouts Under Equity Incentive Plan Awards(b) (#)												All Other Stock Awards: Number of Shares of Stock				Grant Date Fair Value of Stock Awards
				Threshold				Target				Maximum				Threshold				Target				Maximum
K. Rupert Murdoch					$3,500,000				$10,500,000				$21,000,000
		8/2/2016(a)															19,978				199,789				299,683				n/a				$5,404,292
Lachlan K. Murdoch					$2,666,667				$  8,000,000				$16,000,000
		8/2/2016(a)															31,545				315,457				473,185				n/a				$8,533,112
James R. Murdoch					$2,666,667				$  8,000,000				$16,000,000
		8/2/2016(a)															31,545				315,457				473,185				n/a				$8,533,112
John P. Nallen					$1,333,333				$  4,000,000				$  8,000,000
		8/2/2016(a)															14,020				140,203				210,304				n/a				$3,792,491
Gerson Zweifach					$   833,333				$  2,500,000				$  5,000,000
		8/2/2016(a)															8,762				87,627				131,440				n/a				$2,370,310

 

(a)

Reflects the right to receive shares of Class A Common Stock that may be earned upon vesting of PSUs granted in fiscal 2017, following the applicable performance period. See “Compensation Discussion and Analysis—Performance-Based Long-Term Equity-Based Incentive Awards” for a discussion of the performance measures for the PSUs.

 

(b)	The PSUs are eligible for dividend equivalents which will be represented by additional units representing shares of Class A Common Stock credited at the time performance under the PSU Award is certified and will be payable when, and only to the extent that, the underlying PSU Award vests.

Employment Arrangements

 

Summary of K. Rupert Murdoch’s Letter Agreement

In August 2010, the Company entered into a letter agreement with Mr. K.R. Murdoch to reflect his eligibility to receive an Annual Bonus and PSUs (the “KRM Letter Agreement”). For additional information regarding the methodology and calculation of the Annual Bonus and PSU Award see the section titled “Named Executive Officers’ Compensation Packages for Fiscal 2017” above.

For a discussion of the termination provisions relating to Mr. K.R. Murdoch’s Annual Bonus and PSUs, see “Potential Payment Upon Termination” below.

 

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Summary of Employment Agreements for Lachlan K. Murdoch and James R. Murdoch

In connection with Mr. L.K. Murdoch’s appointment as Executive Chairman and Mr. J.R. Murdoch’s appointment as Chief Executive Officer, the Company entered into an employment agreement with each executive effective July 1, 2015 and expiring June 30, 2019 (respectively, the “LKM Employment Agreement” and the “JRM Employment Agreement”). For purposes of the following description of the LKM Employment Agreement and JRM Employment Agreement and in the section titled “Potential Payments Upon Termination” below, Messrs. L.K. Murdoch and J.R. Murdoch shall each be referred to as an “Executive”.

Pursuant to the terms of his employment agreement, each Executive receives a base salary of $3 million and is eligible to receive an Annual Bonus with a target of $8 million and a maximum payout of $16 million. Each Executive is eligible to receive a PSU Award with a target of $9 million with a PSU maximum opportunity as described in the section titled “Compensation Discussion and Analysis—Performance-Based Long-Term Equity-Based Incentive Awards” above.

During the term of the employment agreement, each Executive and his surviving spouse will participate in all of the Company’s pension and welfare plans, programs and benefits (as described in the Executive’s employment agreement) at the highest levels that are from time to time applicable to senior executives of the Company. In addition, each Executive and his surviving spouse will be entitled to participate, and the Company will pay for, such health and welfare benefits (including medical and dental, disability and life insurance and other similar benefit plans) presently in effect or to be adopted at the highest levels that are from time to time applicable to the highest paid group of senior executives of the Company for their lifetime so long as such benefits are not provided to such Executive by another employer. Each Executive will receive a car allowance and have use of a corporate jet for business and personal travel in accordance with Company guidelines.

Each Executive is also entitled to certain payments and benefits under his respective employment agreement upon his separation from the Company. For a discussion of these provisions, see “Potential Payments Upon Termination” below.

Summary of John P. Nallen’s Employment Agreement

The Company and Mr. Nallen entered into an employment agreement effective July 1, 2013, which was extended through June 30, 2018. Under the terms of the employment agreement, Mr. Nallen serves as Senior Executive Vice President and Chief Financial Officer of the Company.

Pursuant to the terms of his employment agreement, Mr. Nallen receives a base salary of $2 million per year and is eligible to receive an Annual Bonus with a target of $4 million and a maximum payout of $8 million. The criteria for the achievement of the bonus amount are established by the Compensation Committee of the Company.

In addition, the agreement provides that Mr. Nallen is eligible to receive for each fiscal year PSUs with a target of $4 million and a maximum opportunity as described in the section titled “Compensation Discussion and Analysis—Performance-Based Long-Term Equity-Based Incentive Awards” above.

Mr. Nallen is entitled to participate in any incentive or benefit plans or arrangements in effect or to be adopted by the Company applicable to senior executives of the Company including any stock option or purchase plan, or stock appreciation rights plan, any bonus or other incentive compensation plan, and any profit-sharing, pension, group medical, dental, disability and life insurance or other similar benefit plans. In addition, Mr. Nallen receives a car allowance.

The employment agreement also provides for certain payments and benefits to Mr. Nallen upon his separation from the Company. For a discussion of these provisions of the employment agreement, see “Potential Payment Upon Termination” below.

Summary of Gerson Zweifach’s Employment Agreement

The Company and Mr. Zweifach entered into an employment agreement commencing February 1, 2012, which was extended through June 30, 2017 and, pursuant to the Zweifach Letter Agreement, was further extended through June 30, 2020. Under the terms of the employment agreement, Mr. Zweifach serves as the Company’s Senior Executive Vice President and Group General Counsel, as well as Senior Executive Vice President and General Counsel of certain subsidiaries of the Company.

Pursuant to the terms of his employment agreement, Mr. Zweifach receives a base salary at an annual rate of $3 million. For fiscal 2015 to fiscal 2017, Mr. Zweifach was eligible to receive an annual bonus with a target of $2.5 million and a maximum of $5 million. Under the Zweifach Letter Agreement, Mr. Zweifach’s annual bonus target beginning fiscal 2018 will be $3.5 million with a maximum of $7 million. The criteria for the achievement of the bonus amount shall be based on performance metrics set by the Chief Executive Officer and the Compensation Committee of the Company in good faith.

In addition, the employment agreement provides that Mr. Zweifach is entitled to receive PSUs, the target amount of which is $2.5 million for the fiscal 2015-2017 performance period through the fiscal 2017-2019 performance period with a PSU maximum opportunity as described in the section titled “Compensation Discussion and Analysis—Performance-Based Long-

 

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Term Equity-Based Incentive Awards”. The Zweifach Letter Agreement provides that beginning with the fiscal 2018-2020 performance period through the fiscal 2020-2022 performance period, the target amount of Mr. Zweifach’s PSU Award will be $3 million. The Zweifach Letter Agreement also provides that, effective July 1, 2017, Mr. Zweifach will continue to be eligible to earn the full value of any outstanding PSU Awards in the event of a termination on or prior to the last day of the applicable performance period other than for cause (as defined in his employment agreement) in which case such PSU Awards will be forfeited. In the event the employment agreement expires during the performance period of a PSU Award, Mr. Zweifach will continue to be eligible to earn the full value of such PSU Award.

Mr. Zweifach is entitled to participate in incentive, equity or benefit plans or arrangements in effect or to be adopted by the Company made generally available to all other executives of the Company in the Office of the Chairman including any stock option or purchase plan, stock appreciation rights plan or any bonus or other incentive or equity compensation plan and any profit sharing, group medical, dental, disability, life insurance or other similar benefit plans, programs or benefits, excluding retiree benefits. In addition, Mr. Zweifach receives a car and ground transportation allowance.

The employment agreement also provides for certain payments and benefits to Mr. Zweifach upon his separation from the Company. For a discussion of these provisions of the employment agreement, see “Potential Payment Upon Termination” below.

 

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Outstanding Equity Awards at June 30, 2017

 

The following table sets forth information with respect to each of the named executive officer’s outstanding share-based awards at June 30, 2017.

 

		Stock Awards
Name		Number of Shares of Stock That Have Not Vested(b)				Market Value of Shares of Stock That Have Not Vested(c)				Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested(d)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested(c)
K. Rupert Murdoch			117,575				$3,332,076				372,883				$10,567,504
Lachlan K. Murdoch(a)			—				—				588,764				$16,685,572
James R. Murdoch			123,763				$3,507,443				588,764				$16,685,572
John P. Nallen			61,881				$1,753,708				261,672				$  7,415,784
Gerson Zweifach			51,567				$1,461,409				163,545				$  4,634,865

 

(a)

Mr. L.K. Murdoch also held 14,839 stock and cash-settled Deferred Stock Units (“DSUs”) as of June 30, 2017, which were granted to Mr. L.K. Murdoch for the fiscal years 2013-2015 for his service as a non-executive Director prior to his appointment as an executive officer of the Company. Mr. L.K. Murdoch’s cash-settled DSUs for fiscal 2013 include: 1,531 shares granted July 2, 2012; 1,425 shares granted October 1, 2012; 1,315 shares granted January 2, 2013; and 1,153 shares granted April 1, 2013. The cash-settled DSUs for fiscal 2014 include: 1,275 shares granted July 1, 2013; 1,103 shares granted October 1, 2013; 1,052 shares granted January 2, 2014; and 1,134 shares granted April 1, 2014. The stock-settled DSUs for fiscal 2015 include: 1,203 shares granted July 1, 2014; 1,261 shares granted October 1, 2014; 1,122 shares granted January 2, 2015; and 1,265 shares granted April 1, 2015. The DSUs vest on the earlier of the first trading day of the quarter five years following the date of grant or upon Mr. L.K. Murdoch’s termination of service from the Board.

 

(b)

The amounts set forth in this column represent the number of unvested, stock-settled PSUs for the completed fiscal 2015-2017 performance period as of June 30, 2017. The PSUs for the fiscal 2015-2017 performance period vested on August 15, 2017. The number of unvested PSUs reflect 73% of the PSU Target Number. For additional information, please see page 43 in the section titled “Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2015-2017 Performance Period”. The unvested PSUs were granted on August 4, 2014 and vest on August 15, 2017.

 

(c)	Calculated using the closing price of the Company’s Class A Common Stock as reported on NASDAQ on June 30, 2017 of $28.34.

 

(d)

The amounts set forth in this column represent the number of unvested, stock-settled target PSUs granted for the fiscal 2016-2018 performance period and fiscal 2017-2019 performance period, which remain subject to performance criteria and had not yet vested as of June 30, 2017. In accordance with SEC guidance, the number of shares presented is based on the assumption that the PSUs will vest based on the achievement of the target performance level. The number of PSUs, if any, and their value, realized by a named executive officer will depend on the actual performance level achieved by the Company for the applicable performance period and any change in the value of the Company’s Class A Common Stock over the three-year performance period. The number of target PSUs granted that remain subject to performance criteria as of June 30, 2017 and their respective vesting dates are set forth below.

 

 

(1)

The PSUs are eligible for dividend equivalents which will be represented by additional units representing shares of Class A Common Stock credited at the time performance under the PSU Award is certified and will be payable when, and only to the extent that, the underlying PSU Award vests.

 

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EXECUTIVE COMPENSATION

 

Stock Vested during the Fiscal Year Ended June 30, 2017

 

The following table sets forth information with respect to the vesting of equity awards for each of the named executive officers during the fiscal year ended June 30, 2017.

 

		Stock Awards
Name		Number of Shares         Acquired on Vesting		Value Realized     on Vesting
K. Rupert Murdoch		120,754			$3,142,019
James R. Murdoch		127,109			$3,307,376
John P. Nallen		63,554			$1,653,675
Gerson Zweifach		5,296			$   137,802

Pension Benefits as of June 30, 2017

 

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.

 

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)		65		$	269,000				$34,039
		Individual Supplemental Executive Retirement Plan		65			104,782,000				—
							105,051,000				34,039
Lachlan K. Murdoch(c)		Qualified Pension Plan(d)		9		$	1,353,000				$       —
		Supplemental Executive Retirement Plan		9			69,000				—
		Individual Supplemental Executive Retirement Plan		11			10,536,000				—
							11,958,000				—
James R. Murdoch(c)		Qualified Pension Plan(d)(e)		14		$	295,000				$       —
		Supplemental Executive Retirement Plan(e)		14			141,000				—
		Individual Supplemental Executive Retirement Plan		21			16,790,000				—
							17,226,000				—
John P. Nallen		Qualified Pension Plan(d)		23		$	978,000				$       —
		Supplemental Executive Retirement Plan		23			447,000				—
		Individual Supplemental Executive Retirement Plan		33			18,321,000				—
							19,746,000				—

 

(a)	Mr. Zweifach is not entitled to participate in the Company’s pension plans because they were closed to new employees at the time he joined the Company.

 

(b)

Mr. K.R. Murdoch’s pension benefits are primarily from the ISERA plan. The value of his benefit reflects his 65 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.

 

(c)

If Messrs. L.K. Murdoch or J.R. Murdoch’s employment is terminated by the Company without cause or by Messrs. L.K. Murdoch or J.R. Murdoch, respectively, with good reason, Messrs. L.K. Murdoch and J.R. Murdoch are entitled to additional age and service credits when calculating their pension benefits. See “Description of Pension Benefits” below. The value of this benefit for Messrs. L.K. Murdoch and J.R. Murdoch as of June 30, 2017 is $0.7 million and $2.4 million, respectively.

 

(d)	Qualified pension plan includes benefits earned under the 21st Century Fox America Pension Plan or 21st Century Fox America Retirement Plan and, for Mr. L.K. Murdoch, the Australian Superannuation Plan (defined contribution type plan).

 

(e)	Mr. J. R. Murdoch did not receive additional credited service for the Qualified Pension Plan and the Supplemental Executive Retirement Plan when he worked outside of the United States.

 

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Description of Pension Benefits

The Company sponsors the 21st Century Fox America Pension Plan and the 21st Century Fox America Retirement Plan (collectively known as the “Qualified Pension Plan”) which provides retirement benefits to the eligible named executive officers and employees of certain U.S. subsidiaries. The Qualified Pension Plan is a broad-based, tax-qualified defined benefit plan for employees hired before January 1, 2008. Participation in the Qualified Pension Plan begins on January 1 or July 1 following the later of the date on which an eligible employee attains age 21 or completes one full year of service. Under the Qualified Pension Plan, participants become fully vested in their accrued benefit upon completion of five full years of service and are entitled to receive unreduced benefits upon retirement at age 65 or later. The benefit is 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 equal to 1% of monthly compensation times years of service, plus 0.6% of average monthly compensation in excess of average covered compensation times years of service limited to 35 years (includes service prior to June 30, 1989 for limiting service). For service prior to June 30, 1989, the accrued benefit is the accrued benefit 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 during the participant’s last 120 months of service, plus 401(k) plan or Section 125 deferrals, but does not include non-cash bonuses for any 60 consecutive months. The benefit under the Qualified Pension Plan were frozen for employees under the age of 40 as of December 31, 2013. 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.

In addition to the Qualified Pension Plan, the Company maintains a SERP, which provides benefits to employees who are participants in the Qualified Pension Plan but whose annual compensation exceeds the compensation limit of the Qualified Pension Plan ($270,000 in calendar 2017). With the exception of Messrs. K.R. Murdoch and Zweifach, each of the named executive officers participates in the SERP. The compensation limit for the SERP is capped at $100,000 in excess of the Qualified Pension Limit ($370,000 in calendar 2017). The benefits of the SERP are calculated using the same formula as the Qualified Pension Plan.

Certain of the named executive officers also participate in the Company’s ISERA, which provides enhanced benefits to a select group of the Company’s top executives. The ISERA compensation limit is up to $2.6 million for fiscal 2017. The benefit provided under the ISERA is unreduced for early retirement beginning at age 55 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 non-qualified plans for tax purposes and are funded using a grantor trust. The assets in the grantor trust are unsecured funds of the Company and could be used to satisfy the Company’s obligations in the event of bankruptcy or insolvency.

Pursuant to his respective employment agreement, each of Messrs. L.K. Murdoch and J.R. Murdoch is entitled to additional pension benefits in the event of his termination by the Company without Cause (as defined in his employment agreement) or his resignation for Good Reason (as defined in his employment agreement) during the term of the applicable agreement. The additional pension benefit adds the greater of 36 months or the number of months remaining in the term of the applicable employment agreement to his age and service credit in calculating his pension benefit. For example, if this provision was triggered during the fiscal year ended June 30, 2017, Messrs. L.K. Murdoch and J.R. Murdoch would receive a pension that would include 36 additional months of age and service credit from the fiscal year end trigger date. The additional pension would be paid as long as such named executive officer or his spouse is alive. The present value of this additional benefit as of June 30, 2017 is $0.7 million and $2.4 million for Messrs. L.K. Murdoch and J.R. Murdoch, respectively, determined using the same assumptions used to value the amount shown on the Pension Benefits Table above.

The material assumptions, except for assumed retirement age, used to quantify the present value of accumulated benefits for each named executive officer in the table above are set forth in Note 16 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017, including the discount rate and the current mortality tables. The Company adopted the mortality table released by the Society of Actuaries in fiscal 2015, and subsequently updated in fiscal 2016 and fiscal 2017, which modified the life expectancy of plan participants. 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. For Messrs. L.K. Murdoch and J.R. Murdoch, the assumed retirement age is 55, the age they are entitled to receive unreduced benefits from the ISERA.

 

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EXECUTIVE COMPENSATION

 

Potential Payments Upon Termination

 

As described under “Employment Arrangements” above, the applicable employment agreements of each of Messrs. L.K. Murdoch, J.R. Murdoch, Nallen and Zweifach provide for certain payments and benefits upon their respective separation from the Company. In addition, the KRM Letter Agreement contains certain termination provisions relating to his Annual Bonus and PSUs. These provisions are summarized below.

Lachlan K. Murdoch and James R. Murdoch

If the Executive’s employment is terminated during the term due to his death or disability (as defined in the Executive’s employment agreement), he is entitled to receive:

 

(1)	his accrued base salary through the date of termination;

 

(2)	any Annual Bonus payable but not yet paid in respect of any fiscal year ending prior to the date of termination;

 

(3)	SERP and ISERA benefits;

 

(4)	continued lifetime health and welfare benefits for the Executive and his surviving spouse;

 

(5)	the right to receive payment of any applicable PSU Award in an amount equal to the full value of any award which will be calculated at the end of the performance period as if no termination occurred;

 

(6)	a pro-rata portion of the Annual Bonus he would have earned for the then-current fiscal year if such termination had not occurred, calculated based on the pre-determined target Annual Bonus amount and the number of days he was employed during the fiscal year; and

 

(7)	his base salary for the 24 month period after the date of termination.

If the Executive’s employment is terminated during the term by the Company for cause or by the Executive without good reason (each as defined in the Executive’s employment agreement), the Executive is entitled to receive the benefits described in clauses (1) through (4) above, plus:

 

(a)

a pro-rata portion of the Annual Bonus he would have earned for the then-current fiscal year if such termination had not occurred, calculated based solely on the Compensation Committee’s assessment of the Company’s financial and operating performance as compared to the Company’s target financial performance metric established in connection with the Annual Bonus; and

 

(b)	the right to receive payment of any applicable PSU Award in an amount equal to the pro rata value of any PSU Award which will be calculated at the end of the performance period.

If the Executive’s employment is terminated during the term by the Company without cause or by the Executive with good reason, he is entitled to receive the benefits described in clauses (1) through (5) and clause (a) in the preceding two paragraphs as well as either (x) a lump sum cash amount of $22 million if his employment is terminated on or prior to June 30, 2018 or (y) a lump sum cash amount of $11 million if his employment is terminated on or after July 1, 2018 (either, a “Lump Sum Payment”). If the Executive is entitled to receive a Lump Sum Payment, he will be subject to a non-compete for one year following the date of termination but no later than June 30, 2019. In addition, he is entitled to up to three years of additional age and service credit under all defined benefit plans.

In the event the term of employment expires during a performance period for a PSU Award, the Executive will continue to be eligible to earn the full value of the PSUs.

John P. Nallen

Pursuant to this employment agreement, during any period that Mr. Nallen fails to perform his duties as a result of disability, Mr. Nallen is entitled to:

 

•

his full base salary until Mr. Nallen returns to his duties or until Mr. Nallen’s employment is terminated;

 

•

his Annual Bonus until Mr. Nallen returns to his duties or until Mr. Nallen’s employment is terminated;

 

•

any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;

 

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•

a pro-rata portion of the Annual Bonus he would have earned for the fiscal year of termination had no termination occurred, calculated based on the target Annual Bonus amount and the number of days Mr. Nallen was employed by the Company in the fiscal year of termination compared to the total number of days in such fiscal year; and

 

•

the full value of any PSU Award calculated and paid at the end of the applicable performance period as if no termination occurred.

If Mr. Nallen’s employment is terminated by reason of his death, the Company will pay directly to his surviving spouse or legal representative of his estate:

 

•

one year’s base salary;

 

•

any amounts pursuant to any pension or employee benefit plan or life insurance policy then provided to Mr. Nallen or maintained by the Company;

 

•

a minimum Annual Bonus equal to the average of the two immediately preceding annual bonuses paid to Mr. Nallen prior to the date of termination (the “Minimum Bonus”);

 

•

any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;

 

•

a pro-rata portion of the Annual Bonus he would have earned for the fiscal year of termination had no termination occurred, calculated based on the target Annual Bonus amount and the number of days Mr. Nallen was employed by the Company in the fiscal year of termination compared to the total number of days in such fiscal year; and

 

•

the full value of any PSU Award calculated and paid at the end of the applicable performance period as if no termination occurred.

If Mr. Nallen’s employment is terminated by the Company for cause (as defined in Mr. Nallen’s agreement) or by Mr. Nallen without good reason, Mr. Nallen will be entitled to receive:

 

•

his full base salary through the date of termination;

 

•

any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;

 

•

a pro-rata portion of the Annual Bonus he would have earned for the fiscal year of termination had no termination occurred, calculated based solely on the Compensation Committee’s assessment of the Company’s financial and operating performance as compared to the target performance of the Company established in connection with the Annual Bonus, provided that any threshold criteria established by the Compensation Committee as a condition of payment of the annual bonus is satisfied; and

 

•

a pro-rata portion of any PSU Award he would have been entitled to receive, calculated and paid at the end of the applicable performance period.

If Mr. Nallen’s employment is terminated by the Company without cause or by Mr. Nallen with good reason, Mr. Nallen will be entitled to receive:

 

•

his full base salary through the term of the agreement;

 

•

any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;

 

•

a Minimum Bonus for each remaining year of the term of the agreement, including for the year of termination, as though Mr. Nallen continued to be employed; and

 

•

the full value of any PSU Award calculated and paid at the end of the applicable performance period as if no termination occurred.

In addition, the agreement provides that Mr. Nallen will not be required to seek or accept other employment for the term of such agreement and any amounts earned from any other employment for the term of the agreement will not reduce or otherwise affect the payments due to Mr. Nallen.

 

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EXECUTIVE COMPENSATION

 

In the event the term of employment expires during the performance period of a PSU Award, Mr. Nallen will continue to be eligible to earn the full value of such PSU Award.

The employment agreement provides that, if, in the future, the Company enters into agreements with their senior executives for the purpose of providing such executives with severance benefits in the event of a change of control of the Company, then the Company will enter into an agreement with Mr. Nallen which affords him comparable benefits. To date the Company has not entered into such agreements.

Gerson Zweifach

Pursuant to his employment agreement, during any period that Mr. Zweifach fails to perform his duties as a result of incapacity and disability due to physical or mental illness, or by reason of his death, Mr. Zweifach is entitled to, or the Company will pay directly to his surviving spouse or legal representative of his estate:

 

•

his full base salary until Mr. Zweifach returns to his duties or until one year following his termination;

 

•

health and welfare benefits for one year;

 

•

any annual bonus payable but not yet paid with respect to any fiscal year prior to the date of termination;

 

•

a pro-rata portion of the annual bonus he would have earned for the fiscal year of termination had no termination occurred, calculated based on the pre-determined target annual bonus amount and based on the number of days he was employed by the Company in the fiscal year during which his employment terminated compared to the total number of days in such fiscal year; and

 

•

if such termination is on or prior to the last day of the performance period, a pro-rata portion of the PSU Award for the applicable performance period with the award reduced by a fraction (the numerator of which is the full months of employment completed by Mr. Zweifach and the denominator of which is 36) provided Mr. Zweifach has completed 12 months of employment in the applicable performance period (the “Pro-Rata PSU Award”).

If Mr. Zweifach’s employment is terminated by the Company for Cause (as defined in his employment agreement) or by Mr. Zweifach upon four weeks’ prior written notice to the Company, Mr. Zweifach will be entitled to receive:

 

•

his full base salary through the date of termination;

 

•

any annual bonus payable but not yet paid with respect to any fiscal year prior to the date of termination; and

 

•

only in the event of termination by Mr. Zweifach upon four weeks’ prior written notice to the Company, the Pro-Rata PSU Award.

If Mr. Zweifach’s employment is terminated by the Company without Cause or by Mr. Zweifach for good reason (as outlined in his agreement), Mr. Zweifach will be entitled to receive:

 

•

his full base salary through the term of the employment agreement but, in all events, one year’s base salary; provided that no such payments shall be made solely by reason of the expiration of the employment agreement;

 

•

any annual bonus payable but not yet paid with respect to any fiscal year prior to the date of termination; and

 

•

the Pro-Rata PSU Award.

In addition, the agreement provides that if Mr. Zweifach is terminated by the Company without Cause or by Mr. Zweifach with good reason, he will not be required to seek or accept other employment for the term of such agreement and any amounts earned from any other employment for the term of the agreement will not reduce or otherwise affect the payments due to Mr. Zweifach.

Mr. Zweifach is subject to non-competition and non-interference covenants under the agreement that limit his post-employment activity for a one-year period after termination (whether by Mr. Zweifach or the Company), except that, under the Zweifach Letter Agreement, effective July 1, 2017, the limitation extends until June 30, 2020, if later than such one-year period, in the event of termination by Mr. Zweifach without good reason. These include a provision which prohibits engagement or participation in any business in which the Company is currently doing business, which is in competition with the Company, or Mr. Zweifach is aware that the Company intends to do business, with certain exceptions.

The agreement provides that, if, in the future, the Company enters into change in control agreements with its named executive officers, then Mr. Zweifach shall be entitled to the benefit of such provisions. To date, the Company has not entered into such agreements.

 

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EXECUTIVE COMPENSATION

 

Effective July 1, 2017, Mr. Zweifach’s PSU Awards are subject to the termination provisions set forth in the Zweifach Letter Agreement as described in the section titled “Employment Arrangements”.

K. Rupert Murdoch

Pursuant to the terms of the KRM Letter Agreement, if Mr. K.R. Murdoch is terminated due to death or Disability (as defined in the KRM Letter Agreement), he would be entitled to receive:

 

•

any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;

 

•

a pro-rata portion of the Annual Bonus he would have earned for then-current fiscal year if such termination had not occurred, calculated based on the pre-determined target Annual Bonus amount established by the Compensation Committee at the beginning of such fiscal year; and

 

•

if such termination event occurs within the second or third fiscal year of any applicable performance period, the full value of any PSU Award calculated and paid at the end of the applicable performance period as if no termination occurred.

If Mr. K.R. Murdoch’s employment is terminated for Cause (as defined in the KRM Letter Agreement), he would be entitled to receive:

 

•

any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;

 

•

a pro-rata portion of the Annual Bonus he would have earned for the then-current fiscal year if such termination had not occurred, calculated based solely on the Compensation Committee’s assessment of the Company’s financial and operating performance as compared to the Company’s annual budget; and

 

•

if such termination event occurs within the second or third fiscal year of any applicable performance period, a pro-rata portion of any PSU Award he would have been entitled to receive, calculated and paid at the end of the applicable performance period.

If Mr. K.R. Murdoch’s employment is terminated without Cause or due to Retirement (as defined in the KRM Letter Agreement) he would be entitled to receive:

 

•

any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination;

 

•

a pro-rata portion of the Annual Bonus he would have earned for the then-current fiscal year if such termination had not occurred, calculated based solely on the Compensation Committee’s assessment of the Company’s financial and operating performance as compared to the Company’s annual budget; and

 

•

if such termination event occurs within the second or third fiscal year of any applicable performance period, the full value of any PSU Award calculated and paid at the end of the applicable performance period as if no termination occurred.

With respect to the PSU Award, in the event of any type of termination that occurs on or prior to the last day of the first fiscal year of any applicable performance period, the entire award will be forfeited.

 

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EXECUTIVE COMPENSATION

 

Quantification of Payments

The following table sets forth quantitative information with respect to potential payments to each of the named executive officers or their beneficiaries upon termination in various circumstances as described above, assuming termination on June 30, 2017. The amounts included in the table below do not include amounts otherwise due and owing to each applicable named executive officer, such as salary or annual bonus earned to date, or payments or benefits generally available to all salaried employees of the Company.

The amounts presented in the table below are in addition to each of the named executive officer’s vested pension benefits as of June 30, 2017 noted in the Pension Benefits Table above.

 

		Type of Termination
Name		Death				Disability				Retirement				By Company for Cause				By Company without Cause				By Executive with Good Reason				By Executive without Good Reason
K. Rupert Murdoch(a)
Health Benefits			$  1,749,154				$  1,749,154				$  1,749,154				$  1,749,154				$  1,749,154				n/a	(b)			n/a	(b)
Equity Awards			8,237,560				8,237,560				8,237,560				6,602,399				8,237,560				n/a	(b)			n/a	(b)
			$  9,986,714				$  9,986,714				$  9,986,714				$  8,351,553				$  9,986,714
Lachlan K. Murdoch
Salary			$  6,000,000				$  6,000,000				$              —				$              —				$              —				$              —				$              —
Equity Awards			16,685,572				16,685,572				—				8,143,697				16,685,572				16,685,572				8,143,697
Health Benefits			1,885,000				1,885,000				—				1,885,000				1,885,000				1,885,000				1,885,000
Severance			—				—				—				—				22,000,000				22,000,000				—
			$24,570,572				$24,570,572				$              —				$10,028,697				$40,570,572				$40,570,572				$10,028,697
James R. Murdoch
Salary			$  6,000,000				$  6,000,000				$              —				$              —				$              —				$              —				$              —
Equity Awards			20,193,015				20,193,015				—				11,651,140				20,193,015				20,193,015				11,651,140
Health Benefits			1,866,000				1,866,000				—				1,866,000				1,866,000				1,866,000				1,866,000
Severance			—				—				—				—				22,000,000				22,000,000				—
			$28,059,015				$28,059,015				$              —				$13,517,140				$44,059,015				$44,059,015				$13,517,140
John P. Nallen
Salary			$  2,000,000				$  2,000,000				$              —				$              —				$              —				$              —				$              —
Bonus			3,255,000				4,000,000				—				—				—				—				—
Equity Awards			9,169,492				9,169,492				9,169,492				5,373,113				9,169,492				9,169,492				5,373,113	(c)
Health Benefits			1,379,689				1,379,689				1,379,689				1,379,689				1,379,689				1,379,689				1,379,689
Severance			—				—				—				—				5,255,000				5,255,000				—
			$15,804,181				$16,549,181				$10,549,181				$  6,752,802				$15,804,181				$15,804,181				$  6,752,802
Gerson Zweifach
Salary			$  3,000,000				$  3,000,000				$              —				$              —				$              —				$              —				$              —
Equity Awards			2,895,753				2,895,753				—				—				2,895,753				2,895,753				2,895,753
Health Benefits			56,000				56,000				—				—				—				—				—
Severance			—				—				—				—				3,000,000				3,000,000				—
			$  5,951,753				$  5,951,753				$              —				$              —				$  5,895,753				$  5,895,753				$  2,895,753	(d)

 

(a)	Mr. K.R. Murdoch is not party to an employment agreement but has entered into a letter agreement which contains termination provisions relating to his Annual Bonus and PSU Awards.

 

(b)

The KRM Letter Agreement does not provide for payments if Mr. K.R. Murdoch terminates his employment with or without “Good Reason”, however, if Mr. K.R. Murdoch’s employment terminates for any reason other than by the Company for Cause, Mr. K.R. Murdoch will be entitled to the same amounts as he would receive upon retirement.

 

(c)	Mr. Nallen is retirement eligible under the 2013 LTIP.

 

(d)	Upon four weeks’ prior written notice to the Company by Mr. Zweifach.

 

60						2017 Proxy Statement

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DIRECTOR COMPENSATION

Directors’ fees are not paid to Directors who are executives or employees of the Company (the “Executive Directors”) because the responsibilities of Board membership are considered in determining compensation paid as part of the executives’ normal employment conditions.

The basic fees payable to the Directors who are not executives of the Company (collectively, the “Non-Executive Directors”) are reviewed and recommended by the Compensation Committee of the Board (the “Compensation Committee”) and set by the Board. The Compensation Committee periodically reviews director compensation against the Company’s peers and other comparably sized Standard & Poor’s 500 companies and considers the appropriateness of the form and amount of director compensation and makes recommendations to the Board concerning director compensation with a view toward attracting and retaining qualified Directors. The Company believes that compensation for Non-Executive Directors should be competitive and fairly reflect the work and skills required for a company of 21st Century Fox’s size and complexity. The Company also believes that Non-Executive Director compensation should include equity-based compensation in order to align Directors’ interests with the long-term interests of stockholders.

During fiscal 2017, the Non-Executive Directors were Messrs. Breyer, Dinh, Nasser, Silberman, Thiam and Ubben, Sir Roderick I. Eddington and Ms. Arnault. The annual retainers paid to these Non-Executive Directors for service on the Board and its committees in the fiscal year ended June 30, 2017 and for the upcoming fiscal year are set forth in the table below except as otherwise noted herein. In June 2017, and effective fiscal 2018, the Board approved an increase to the cash portion of the Non-Executive Directors’ annual retainer to $105,000 and the DSU portion of the Non-Executive Directors’ annual retainer to $195,000. In addition, effective fiscal 2018, the Board approved an increase to the annual retainer for service on the Compensation Committee to $16,000 and to the Compensation Committee Chair annual retainer to $27,000.

Board and Committee Retainers for the Fiscal Year Ended June 30, 2017

 

 

Annual Cash Retainer			$ 100,000
Annual DSU Retainer			$ 190,000
Audit Committee Chair Annual Retainer			$   27,000
Compensation Committee Chair Annual Retainer			$   20,000
Nominating and Corporate Governance Committee Chair Annual Retainer			$   16,000
Audit Committee Member Annual Retainer			$   16,000
Compensation Committee Member Annual Retainer			$   11,000
Nominating and Corporate Governance Committee Member Annual Retainer			$   11,000

The Class A Common Stock underlying each DSU will be paid to the respective Non-Executive Director as of the first trading day of the quarter five years following the date of grant, unless that Director leaves the Board before that date. Upon a Non-Executive Director’s end of service on the Board, such Director’s awards will be accelerated as of the date of the Director’s end of service. Beginning with the fiscal 2017 Annual DSU Retainer, the DSUs accrue dividend equivalents in order to further align our director compensation with total return to stockholders. Such dividend equivalents will be represented by additional DSUs and will be payable when the underlying award vests.

In addition, all Non-Executive Directors are reimbursed for reasonable travel and other out-of-pocket business expenses incurred in connection with attendance at meetings of the Board and its committees.

 

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DIRECTOR COMPENSATION

 

The table below shows the total compensation paid during the fiscal year ended June 30, 2017 by the Company to each of the Directors who are not named executive officers:

Director Compensation for the Fiscal Year Ended June 30, 2017

 

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards(a)				Change in Pension Value and Nonqualified Deferred Compensation Earnings(b)				All Other Compensation				Total
Delphine Arnault			$ 100,000			$	190,000				n/a				n/a				$      290,000
James W. Breyer			$ 142,000			$	190,000				n/a				n/a				$      332,000
Chase Carey			n/a			$	—			$	—				$ 20,375,000	(c)			$ 20,375,000
David F. DeVoe			n/a			$	—			$	1,489,000				$   1,184,154	(d)			$   2,673,154
Viet Dinh			$ 130,556			$	190,000				n/a				n/a				$      320,556
Sir Roderick I. Eddington			$ 154,000			$	190,000				n/a				n/a				$      344,000
Jacques Nasser			$ 127,000			$	190,000				n/a				n/a				$      317,000
Robert S. Silberman			$ 122,000			$	190,000				n/a				n/a				$      312,000
Tidjane Thiam			$ 111,000			$	190,000				n/a				n/a				$      301,000
Jeffrey W. Ubben			$ 116,000			$	190,000				n/a				n/a				$      306,000

 

(a)	The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of stock awards granted during the fiscal year ended June 30, 2017.

 

(b)

Certain Directors have accrued benefits as employees of the Company and have vested pension benefits due to them. The values reported are theoretical as those amounts are calculated pursuant to SEC requirements and are based on a retirement assumption of age 55 or current age, if later, and other assumptions used in preparing the Company’s June 30, 2017 audited consolidated financial statements. The change in pension value in the fiscal year ended June 30, 2017 was primarily due to the accrual of additional benefit partially offset by a change in the discount rate and mortality.

 

(c)

Includes $20,000,000 paid to Mr. Carey pursuant to a consulting agreement with the Company and personal items valued at approximately $375,000 awarded in connection with Mr. Carey’s retirement in recognition of his contributions and many years of service to the Company. Excluded from the above table are $1,642,222 in pension payments and imputed income under the Company’s executive health and welfare plans of $61,609 arising out of post-employment contractual obligations related to Mr. Carey’s prior service as an executive officer of the Company.

 

(d)

Mr. DeVoe received compensation under his employment agreement, as amended, for his services as a Senior Advisor of the Company as follows: A base salary of $1,000,000, personal use of the Company’s corporate aircraft and a Company car of $144,986, imputed income under the Company’s executive life insurance program of $29,718 and the Company’s contributions to Mr. DeVoe’s 401(k) plan in the amount of $9,450. Mr. DeVoe was not entitled to an annual bonus or PSU Award and did not receive any additional compensation for his service as a member of the Board.

The following table sets forth information with respect to the aggregate outstanding equity awards at June 30, 2017 of each of the Directors who served as Directors during fiscal year 2017 and who are not named executive officers, which include cash-settled awards.

 

Name		Number of Shares or Units     of Stock That Have Not Vested
Delphine Arnault		22,569(a)
James W. Breyer		28,595(a)
Chase Carey		509,946
David F. DeVoe		51,567
Viet Dinh		28,595(a)
Sir Roderick I. Eddington		28,595(a)
Jacques Nasser		22,569(a)
Robert S. Silberman		22,569(a)
Tidjane Thiam		16,208(a)
Jeffrey W. Ubben		10,936(a)

 

(a)   Includes DSUs representing dividend equivalents accrued with respect to DSUs granted on or after July 1, 2016. The DSUs representing the dividend equivalents will become payable in stock upon the vesting of the underlying DSUs.

 

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DIRECTOR COMPENSATION

 

Non-Executive Director Stock Ownership Guidelines

 

Non-Executive Directors are expected to have an appropriate equity ownership in the Company to more closely align their economic interests with those of other Company stockholders. In fiscal 2014, the Compensation Committee adopted modified Non-Executive Director stock ownership guidelines which increased the amount of equity (including DSUs) a Non-Executive Director is required to own. Each Non-Executive Director shall be required to own equity securities of the Company (including DSUs) equal in value to at least five (5) times the amount of the Non-Executive Director’s annual cash retainer for service on the Board within five (5) years of his or her first election to the Board or July 1, 2019 (the fifth anniversary of the adoption of this modified requirement), whichever is later. The Board will evaluate whether exceptions should be made in the case of any Director who, due to his or her unique financial circumstances, would incur a hardship in complying with this requirement.

 

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EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes equity plan information as of June 30, 2017 with respect to the Company’s outstanding shares of Common Stock reserved for future issuance under the Company’s equity compensation plan. All shares reflected in the table are shares of the Class A Common Stock.

 

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants, rights, RSUs and PSUs (a)(1)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (b)
Equity compensation plans approved by stockholders
2013 LTIP			15,991,047				74,559,784(2)
Equity compensation plans not approved by stockholders			—				—
Total			15,991,047				74,559,784

 

(1)	The Company does not have any options, warrants or rights outstanding.

 

(2)	Of the shares available for future issuance under the 2013 LTIP, a maximum of 67,059,784 shares may be issued in connection with awards of restricted stock, RSUs or PSUs as of June 30, 2017.

 

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REPORT OF THE AUDIT COMMITTEE

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

In accordance with its written charter, the Audit Committee assists the Board in its oversight of (i) the integrity of the Company’s financial statements and the Company’s financial reporting processes and systems of internal control, (ii) the qualifications, independence and performance of the Company’s independent registered public accounting firm and the performance of the Company’s corporate auditors and corporate audit function, (iii) the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters, (iv) investigations into complaints concerning financial and compliance matters, (v) risks that may have a significant impact on the Company’s financial statements, including cybersecurity (vi) oversight of the Company’s ongoing Anti-Corruption Compliance Program and activities of the related Compliance Steering Committee and (vii) the review, approval and ratification of transactions with related parties. The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the Board. Management has the primary responsibility for the preparation of the Company’s financial statements and the reporting process, including the system of internal control over financial reporting. The independent registered public accounting firm has the responsibility for the audit of those financial statements and internal control over financial reporting. The Audit Committee is directly responsible for the appointment and oversight of our independent registered public accounting firm, including review of their qualifications, independence and performance and their compensation.

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

In discharging its oversight responsibility as to the audit process, the Audit Committee (i) obtained from the independent registered public accounting firm a formal written statement describing all relationships between the independent registered public accounting firm and the Company that might bear on the independent registered public accounting firm’s independence and affirming its independence consistent with applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, (ii) discussed with the independent registered public accounting firm, which documented the discussion, any relationships that may impact the firm’s objectivity and independence, and (iii) considered whether the non-audit services provided to the Company by EY are compatible with maintaining the accountants’ independence. The Audit Committee reviewed with both the independent registered public accounting firm and the corporate auditors their identification of audit risks, audit plans and audit scope. The Audit Committee discussed with management, the independent registered public accounting firm and the corporate auditors the corporate audit function’s organization, responsibilities, budget and staffing.

The Audit Committee also discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing standards, including those described in Auditing Standards No. 16, “Communication with Audit Committees”, as adopted by the Public Company Accounting Oversight Board. The Audit Committee met with each of the independent registered public accounting firm and the corporate auditors, both with management present and in private sessions without management present, to discuss and review the results of the independent registered public accounting firm’s audit of the financial statements, including the independent registered public accounting firm’s evaluation of the accounting principles, practices and judgments applied by management, the results of the corporate audit activities and the quality and adequacy of the Company’s internal controls.

The Audit Committee discussed the interim financial information contained in each of the quarterly earnings announcements with Company management and the independent registered public accounting firm. The Audit Committee also reviewed the audited financial statements of the Company as of and for the fiscal year ended June 30, 2017 with management and the independent registered public accounting firm.

At three of its meetings during fiscal year 2017 and one meeting during fiscal year 2018, the Audit Committee met with members of management, the independent registered public accounting firm and the corporate auditors to review the fiscal 2017 certifications provided by the Chief Executive Officer and the Chief Financial Officer under the Sarbanes-Oxley Act, the respective rules and regulations of the SEC and the overall certification process. At these meetings, management reviewed with the Committee each of the Sarbanes-Oxley Act certification requirements including whether there were any (i) significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal control over financial reporting.

Throughout the year, the Audit Committee received reports from the Company’s Group General Counsel and Chief Compliance Officer and Corporate Audit regarding the Company’s policies, processes and procedures relating to compliance with 21st Century Fox Global Anti-Bribery and Anti-Corruption Policy and activities of the Company’s Compliance Steering Committee.

 

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REPORT OF THE AUDIT COMMITTEE

 

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

Based on the above-mentioned review and discussions with management, the independent registered public accounting firm and the corporate auditors, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2017, for filing with the SEC.

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

 

•

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

 

•

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

 

•

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

 

•

The appropriateness of EY’s fees for audit and non-audit services (for additional information on fees paid to EY please see page 22, “Proposal No. 2, Ratification of Selection of Independent Registered Public Accounting Firm”);

 

•

EY’s tenure as our independent registered public accounting firm, and its familiarity with our global operations and businesses, accounting policies and practices and internal control over financial reporting (EY has audited the books and records of the Company since the fiscal year ended June 30, 2002);

 

•

EY’s expertise in handling the breadth and complexity of our worldwide operations;

 

•

EY’s industry expertise;

 

•

EY’s independence; and

 

•

The impact to the Company of changing auditors.

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

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

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

THE AUDIT COMMITTEE:

Sir Roderick I. Eddington (Chairman)

Jacques Nasser

Jeffrey W. Ubben

 

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Arrangements between 21st Century Fox and Directors or Director-Related Persons or Entities

 

Directors of 21st Century Fox and Directors of its related parties, or their Director-related entities, conduct transactions with subsidiaries of 21st Century Fox that occur within a normal employee, customer or supplier relationship on terms and conditions that are believed to be no more favorable than those with which it is reasonable to expect the entity would have adopted if dealing with the Director or Director-related entity in the ordinary course of business.

In fiscal 2017, certain film distribution subsidiaries of the Company in Australia purchased advertising in the ordinary course of business in the aggregate amount of approximately $312,000 on radio stations owned by Nova Entertainment. Mr. L.K. Murdoch, Executive Chairman of the Company, is the Executive Chairman of Nova Entertainment, which is wholly-owned by a company of Mr. L.K. Murdoch.

Mr. Chase Carey, Vice Chairman of the Board of the Company, serves as the Chairman and Chief Executive Officer of Formula 1. A subsidiary of the Company has an agreement with Formula 1 for programming rights which was entered into prior to Mr. Carey joining Formula 1.

Mr. David F. DeVoe Jr. is the son of Mr. David F. DeVoe, a Director of the Company, and is a salaried employee of the Company. Mr. Steven Carey is the son of Mr. Chase Carey, Vice Chairman of the Board, and was a salaried employee of the Company during a portion of fiscal 2017.

Twentieth Century Fox Film Corporation, a subsidiary of the Company, has and may from time to time enter into production and other arrangements in the ordinary course of business with Locksmith Animation Ltd (“Locksmith”), a CG feature animation studio. A trust, of which Ms. Elisabeth Murdoch is the principal beneficiary, is the majority investor in, a lender to and co-founder of Locksmith. Ms. Murdoch is the daughter of Mr. K.R. Murdoch, Executive Chairman of the Company, and the sister of Mr. L.K. Murdoch, Executive Chairman of the Company, and Mr. J.R. Murdoch, Chief Executive Officer of the Company.

Policy for Evaluating Related Party Transactions

 

The Audit Committee has established written procedures for the review, approval or ratification of related party transactions. Pursuant to these procedures, the Audit Committee reviews and approves (i) all related party transactions when and if required to do so by applicable rules and regulations, (ii) all transactions between the Company or any of its subsidiaries and any of the Company’s executive officers, Directors, Director nominees, Directors emeritus or any of their immediate family members and (iii) all transactions between the Company or any of its subsidiaries and any security holder who is known by the Company to own more than five percent of any class of the Company’s voting securities or any immediate family members of such security holder, other than transactions that (a) are available to all employees generally and (b) are made in the ordinary course of business and have an aggregate dollar amount or value of less than $120,000 (either individually or in combination with a series of related transactions). All of the transactions described in this section that are subject to the Audit Committee’s policies and procedures described above are reviewed and approved or ratified by the Audit Committee or the Board in accordance with such policies and procedures.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that the Company’s Directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, file reports of ownership and changes in ownership with the SEC and NASDAQ. Directors, officers and beneficial owners of more than 10% of the Common Stock are required by the SEC to furnish the Company with copies of the reports they file.

We believe that all of our current and former Directors and executive officers reported on a timely basis all transactions required to be reported by Section 16(a) during the fiscal year ended June 30, 2017.

 

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ANNUAL REPORT ON FORM 10-K

The Company filed its Annual Report on Form 10-K for the year ended June 30, 2017 with the SEC on August 14, 2017. The Annual Report on Form 10-K, including all exhibits, can also be found on the Company’s website: www.21cf.com and can be downloaded free of charge. Paper copies of the Annual Report on Form 10-K may be obtained without charge from the Company, and paper copies of exhibits to the Annual Report on Form 10-K are available, but a reasonable fee per page will be charged to the requesting stockholder. Stockholders may make requests in writing to the attention of the Company’s Investor Relations Office by mail at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036, by telephone at (212)  852-7059 or by email at investor@21cf.com.

2018 ANNUAL MEETING OF STOCKHOLDERS

If you wish to submit a proposal to be presented at the 2018 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act, your proposal must be received in writing by the Corporate Secretary of the Company at the principal executive offices at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036 no later than May 31, 2018 and must otherwise comply with the requirements of Rule 14a-8 in order to be considered for inclusion in the 2018 proxy statement and proxy.

In order for proposals of stockholders made outside the processes of Rule 14a-8 under the Exchange Act to be considered “timely” for purposes of Rule 14a-4(c) under the Exchange Act, the proposal must be received by the Company at its principal executive offices not later than August 17, 2018. Additionally, stockholder proposals made outside the processes of Rule 14a-8 under the Exchange Act must be received at the Company’s principal executive offices, in accordance with the requirements of the By-laws between July 18, 2018 and August 17, 2018; provided, however, that in the event that the 2018 Annual Meeting of Stockholders is called for a date that is more than 30 days before or more than 70 days after the anniversary date of the 2017 Annual Meeting of Stockholders, notice by stockholders in order to be timely must be delivered not earlier than the close of business on the 120th day prior to the date of the 2018 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to the date of the 2018 Annual Meeting of Stockholders or the 10th day following the day on which public announcement of the date of the 2018 Annual Meeting of Stockholders is made. Stockholders are advised to review the By-laws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.

ADDITIONAL INFORMATION

In an effort to reduce the amount of paper mailed to stockholders’ homes and to help lower the Company’s printing and postage costs, stockholders can elect to receive future 21st Century Fox proxy statements, annual reports and related materials electronically instead of by mail. The Company highly recommends that you consider electronic delivery of these documents. If you are interested in participating in this electronic delivery program, you should select the “Enrollment for Electronic Delivery” link in the “Investor Relations” section of the Company’s website at www.21cf.com. You may resume receiving copies of these documents by mail at any time by selecting the appropriate stockholder link on this enrollment page and canceling your participation in this program.

 

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OTHER MATTERS

At the time of the preparation of this proxy statement, the Board knows of no other matters that will be acted upon at the Annual Meeting. If any other matters are presented for action at the Annual Meeting or at any adjournment or postponement thereof, it is the intention of the persons named in the accompanying proxy to vote the shares to which the proxy relates in accordance with their best judgment as determined in their sole discretion.

By Order of the Board of Directors

 

 

Gerson Zweifach

Senior Executive Vice President and

Group General Counsel

New York, NY

September 28, 2017

YOUR VOTE IS IMPORTANT. THEREFORE, PLEASE PROMPTLY VOTE YOUR SHARES BY TELEPHONE OR INTERNET, OR IF YOU HAVE REQUESTED A PAPER PROXY CARD, BY COMPLETING, SIGNING AND DATING THE PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED.

 

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Appendix A

 

 

			2017 Proxy Statement				A-1

21ST CENTURY FOX ANNUAL MEETING OF STOCKHOLDERS Complimentary parking for the Annual Meeting will be at the Century Park West Parking Structure. NO ATTENDEE ENTRY OR PARKING WILL BE PERMITTED AT FOX STUDIOS. Shuttle transportation to and from the Annual Meeting will be provided from the Century Park West Parking Structure. YOU CAN ONLY ENTER THE ANNUAL MEETING BY TAKING THE SHUTTLE AT THE LOCATION MARKED ON THE MAP. DIRECTIONS TO CENTURY PARK WEST PARKING STRUCTURE From LAX Take San Diego Freeway (Interstate 405) North and exit at Santa Monica Boulevard. Turn right onto Santa Monica Boulevard, proceed 2 miles, and turn right onto Avenue of the Stars. Follow map to Parking Structure and Shuttle Point. From East Take Interstate 10 West past downtown Los Angeles. Exit at Overland Avenue and turn right. Proceed 1 mile to Pico and turn right. Proceed 1 mile to Avenue of the Stars and turn left. Follow map to Parking Structure and Shuttle Point. From North Take Highway 101 South to I-405 South. Exit I-405 onto Santa Monica Boulevard and turn left. Turn right onto Avenue of the Stars. Follow map to Parking Structure and Shuttle Point. From South Take Interstate 5 North to I-405. Follow I-405 North to Santa Monica Boulevard and turn right. Proceed 2 miles to Avenue of the Stars and turn right. Follow map to Parking Structure and Shuttle Point. CENTURY PARK WEST PARKING STRUCTURE 2030 CENTURY PARK WEST LOS ANGELES, CA 90067

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E32214-P96944		KEEP THIS PORTION FOR YOUR RECORDS

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		DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

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If you plan to attend the Annual Meeting on November 15, 2017, you must request an admission ticket in advance following the instructions set forth in the Proxy Statement.

Requests for admission tickets will be processed in the order in which they are received and must be requested no later than November 10, 2017. On the day of the Annual Meeting, each stockholder will be required to present a government-issued picture identification such as a driver’s license or passport with their admission ticket. Seating will begin at 9:00 a.m. (Pacific Time) and the Annual Meeting will begin at 10:00 a.m. (Pacific Time). Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

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