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FOXA > SEC Filings for FOXA > Form 8-K on 18-Oct-2013All Recent SEC Filings

Show all filings for TWENTY-FIRST CENTURY FOX, INC.

Form 8-K for TWENTY-FIRST CENTURY FOX, INC.


18-Oct-2013

Change in Directors or Principal Officers, Submission of Matters t


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 18, 2013 (the "Effective Date"), the Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan (the "Plan") was approved by the stockholders of Twenty-First Century Fox, Inc. (the "Company") entitled to vote on the Plan. The Plan was previously approved by the Company's Board of Directors on August 6, 2013 and is deemed to be effective as of the Effective Date. No further grants shall be made under the Company's 2005 Long-Term Incentive Plan (the "2005 LTIP").

The Plan shall terminate on October 18, 2023, unless terminated sooner as provided for within the Plan. As of the date hereof, no grants have been made pursuant to the Plan.

The Plan provides for awards of stock options to purchase shares of the Company's Class A common stock, par value $.01 ("Class A Common Stock"), stock appreciation rights, restricted and unrestricted shares of Class A Common Stock, restricted share units, dividend equivalents, performance awards and other equity-related awards and cash payments, the terms and conditions of which are described in the Plan. The maximum number of shares of Class A Common Stock that may be issued under the Plan is 87,500,000 shares of Class A Common Stock plus the number of shares of Class A Common Stock subject to outstanding awards under the 2005 LTIP as of the Effective Date that terminate by expiration, forfeiture, cancellation or otherwise. The Plan will be administered by the Company's Board of Directors or the Compensation Committee of the Board of Directors.

The description of the Plan is qualified in its entirety by the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on October 18, 2013. A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters is set forth below.

Proposal 1: The following individuals were elected as directors:

                                                                                    Broker
 Name                             For             Against          Abstain        Non-Votes

 Delphine Arnault              496,153,177        13,677,889         611,173       24,013,827
 James W. Breyer               448,972,606        61,127,937         341,696       24,013,827
 Chase Carey                   471,240,921        38,847,545         353,773       24,013,827
 David F. DeVoe                462,989,062        47,318,867         134,310       24,013,827
 Viet Dinh                     416,195,289        93,942,703         304,247       24,013,827
 Sir Roderick I. Eddington     444,386,239        63,758,137       2,297,863       24,013,827
 James R. Murdoch              410,586,963        99,738,906         116,370       24,013,827
 K. Rupert Murdoch             463,131,949        46,409,526         900,764       24,013,827
 Lachlan K. Murdoch            384,273,022       125,874,438         294,779       24,013,827
 Jacques Nasser                506,040,711         4,110,169         291,359       24,013,827
 Robert S. Silberman           505,620,054         4,525,610         296,575       24,013,827
 Álvaro Uribe                  448,793,231        61,346,318         302,690       24,013,827

Proposal 2: A proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2014 passed and was voted upon as follows:

                             For:         528,715,791
                             Against:       3,336,471
                             Abstain:       2,403,804

Proposal 3: A proposal to approve, on an advisory, nonbinding basis, executive compensation passed and was voted upon as follows:

                        For:                  430,933,593
                        Against:               77,612,177
                        Abstain:                1,896,469
                        Broker Non-Votes:      24,013,827


Proposal 4: A proposal to approve the Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan passed and was voted upon as follows:

                        For:                  461,267,935
                        Against:               49,027,624
                        Abstain:                  146,680
                        Broker Non-Votes:      24,013,827

Proposal 5: A stockholder proposal to adopt a policy that the Chairman of the Board of Directors be an independent director was rejected by the stockholders and voted upon as follows:

                        For:                  146,967,288
                        Against:              361,675,611
                        Abstain:                1,799,340
                        Broker Non-Votes:      24,013,827

A stockholder proposal to eliminate the Company's dual class capital structure was not presented at the Annual Meeting because neither the proponent of the proposal nor a qualified representative of the proponent attended the Annual Meeting to present the proposal.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     Exhibit
     Number    Description

     10.1      Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan.


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