DEF: Fox Corp. Reports Record 2025 Results, Sets Annual Meeting Agenda

Fox Corporation announced record annual revenue, Adjusted EBITDA, and Free Cash Flow for fiscal 2025, alongside its 2025 Annual Meeting agenda focusing on director elections, executive compensation, and corporate governance.

Summary

• The 2025 Annual Meeting of Stockholders will be held virtually on November 14, 2025, at 10:00 a.m. (Pacific Standard Time), with September 22, 2025, as the record date for voting.
• Key proposals for the Annual Meeting include the election of seven Director nominees, ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending June 30, 2026, and advisory votes on named executive officer compensation and its future frequency.
• Fox Corporation delivered record annual revenue, Adjusted EBITDA, and Free Cash Flow in fiscal 2025, driven by strong performance across its segments.
• FOX News Media concluded fiscal 2025 as the #1 cable network in Monday-Friday primetime and total day viewing for the tenth consecutive year, with FOX Nation subscribers growing over 34% and FOX Weather's total view time doubling.
• FOX Sports led the industry in live events, generating over 250 billion minutes of viewing, including Super Bowl LIX which averaged nearly 128 million viewers, making it the most-watched telecast in U.S. history.
• Tubi Media Group achieved record revenues, exceeding $1 billion for the first time with 29% growth, and total view time reaching approximately 11 billion hours, an increase of 13%.
• FOX Entertainment maintained programming leadership in the 2024-2025 broadcast season, featuring #1 comedy, unscripted debut, and game show, and a new medical drama 'Doc' that delivered 18 million viewers.
• FOX Television Stations recorded record political advertising revenues from the 2024 presidential election cycle and saw digital advertising revenue growth of 29%.
• The company generated healthy affiliate fee revenue growth of 5% and robust advertising revenue growth of 26%.
• Fox Corporation ended fiscal 2025 with approximately $5.4 billion in cash and cash equivalents, returned approximately $1.25 billion of capital to stockholders, and retired $600 million of debt.
• Since November 2019, the company has repurchased approximately $6.6 billion (190 million shares) under its stock repurchase program, including $1 billion in fiscal 2025.
• Executive compensation for fiscal 2025 saw 85% of the CEO's total direct compensation and 81% of all named executive officers' total direct compensation at risk, tied to performance.
• Performance-based stock units (PSUs) for the fiscal 2023-2025 period vested at 198% of target, reflecting strong achievement in Adjusted EPS growth (20.96%), Adjusted FCF growth (36.40%), and Relative TSR (77.2nd percentile).
• Two shareholder proposals will be voted on: one recommending the inclusion of the CEO pay ratio factor in executive compensation (Board recommends AGAINST) and another requesting a simple majority vote standard (Board recommends AGAINST).

Sentiment

Score: 9

Explanation: The company reported record financial results across key metrics, demonstrated strong performance in all operating segments, and significantly exceeded targets for performance-based executive compensation. Strategic initiatives in streaming and international expansion are progressing, and the company is returning substantial capital to stockholders. While there are shareholder proposals regarding governance and compensation, the overall operational and financial performance is exceptionally strong.

Positives

• Achieved record annual revenue, Adjusted EBITDA, and Free Cash Flow in fiscal 2025.
• FOX News Media maintained its #1 cable network position for the tenth consecutive year and demonstrated significant digital growth with FOX Nation subscribers up over 34% and FOX Weather view time doubled.
• FOX Sports delivered industry-leading live event viewership, including a record-setting 128 million viewers for Super Bowl LIX and the most-watched World Series in seven years.
• Tubi Media Group's revenues grew 29% to exceed $1 billion for the first time, with total view time increasing by 13%, indicating strong growth in the streaming sector.
• FOX Entertainment showcased strong programming with #1 comedy, unscripted debut, and game show, and a new medical drama debut attracting 18 million viewers.
• FOX Television Stations achieved record political advertising revenues and a 29% growth in digital advertising revenue.
• Generated healthy affiliate fee revenue growth of 5% and robust advertising revenue growth of 26%.
• Maintained a strong balance sheet with approximately $5.4 billion in cash and cash equivalents at fiscal year-end.
• Returned substantial capital to stockholders, totaling $1.25 billion, and retired $600 million of debt in fiscal 2025.
• All named executive officers are in compliance with the company's robust stock ownership guidelines.
• Performance-based stock units (PSUs) for the fiscal 2023-2025 period vested at 198% of target, significantly exceeding performance metrics for Adjusted EPS growth (20.96%), Adjusted FCF growth (36.40%), and Relative TSR (77.2nd percentile).

Negatives

• A shareholder proposal highlights concerns about executive compensation disparity, citing a CEO pay ratio of 267 to 1 in 2024 and suggesting it is unsustainable and contributes to social disorder.
• A shareholder proposal criticizes the company's supermajority voting requirements, arguing they can block proposals supported by most shareholders and act as entrenching mechanisms.

Risks

• Exposure to government regulation, economic, strategic, political, and social conditions.
• Cybersecurity and the use of artificial intelligence pose risks that are overseen by the Audit Committee.
• Risk of defamation related to news coverage, sociopolitical events, and public controversies, which can produce strong reactions from viewers and critics.
• Enhanced personal risk for prominent executives due to their association with the FOX brand, potentially impacting the company.
• Risk of material noncompliance with financial reporting requirements leading to accounting restatements, triggering clawback provisions for incentive-based compensation.
• Risk of executives engaging in harassment, discrimination, and/or retaliation, leading to discretionary clawback of bonuses.
• Supermajority voting standards could be perceived as entrenching mechanisms that might block proposals supported by a majority of shareholders, as raised by a shareholder proposal.
• Risk of ownership or proposed ownership of capital stock violating legal requirements applicable to television station licenses, particularly U.S. regulations regarding non-U.S. share ownership.

Future Outlook

The company plans to continue focusing on long-term growth, investing in organic initiatives, and delivering returns of capital to stockholders. FOX One, a direct-to-consumer subscription streaming service incorporating all of FOX's linear programming across sports, news, and entertainment, launched in August 2025. The company will also develop a multi-platform business with Caliente TV, including a new pay TV channel and an SVOD platform, to produce and distribute over 3,000 hours of original sports content in Latin America. The Board recommends an annual advisory vote on named executive officer compensation, believing it allows timely feedback and aligns with stockholder communication policies. The 2026 Annual Meeting of Stockholders is anticipated to be held on November 4, 2026.

Management Comments

• FOX once again delivered strong operational and financial results in fiscal 2025, including record annual revenue, Adjusted EBITDA and Free Cash Flow.
• The Company focuses on producing and distributing quality news, sports and entertainment content that engages and informs audiences and deepens consumer relationships through its iconic brands.
• FOX also continued to focus on its long-term growth in fiscal 2025, investing in organic initiatives, while delivering meaningful returns of capital to stockholders.
• During the fiscal year, FOX continued to reach and, in some cases, exceed its strategic goals, all pursuant to its fundamental priorities of delivering quality live and on-demand programming to large and engaged audiences, securing value for its market-leading brands and content and positioning itself for long-term growth.
• The Board and the Compensation Committee believe FOX is best served by relying on a lean group of senior executives who each have significant cross-functional responsibilities and are charged with performing multiple roles.
• The Company is committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our 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 Lead Independent Director role with significant responsibilities and the Companys robust corporate governance policies and procedures, effectively maintains independent oversight of management and is in the best interests of the Companys stockholders.
• Having Mr. Murdoch, who is deeply involved with the Companys businesses, serve as Executive Chair and Chief Executive Officer, provides strong leadership to the Board in the execution of the Companys strategy and facilitates the flow of information between the Board and management.
• The Company delivers the finest in news, sports and entertainment content. We do this by serving all of our stakeholders, from our viewers and creative partners to our employees, distributors and advertisers, in a principled, transparent, respectful and fair manner.
• FOX is uncompromisingly committed to being neutral arbiters of timely news, and we consider journalistic independence and editorial integrity to be sacrosanct.

Industry Context

Fox Corporation's strong performance in fiscal 2025, including record revenue and EBITDA, demonstrates resilience and growth in a competitive media landscape. The success of FOX News Media, FOX Sports, and FOX Entertainment highlights the continued value of live news and sports content, which remains a key differentiator for traditional broadcasters against pure-play streaming services. Tubi's rapid revenue growth (29%) and increased view time (13%), exceeding $1 billion in revenue, positions Fox as a significant player in the free ad-supported streaming television (FAST) market, a growing segment of the streaming industry. This indicates successful adaptation to evolving consumer habits and competition from major SVOD players like Netflix, Amazon Prime Video, Hulu, and Apple TV+. The launch of FOX One, a direct-to-consumer subscription streaming service, and the acquisition of Caliente TV for Latin American sports content, reflect a broader industry trend of media companies expanding their direct-to-consumer offerings and seeking international growth opportunities. The company's focus on local news coverage through FOX Television Stations and its digital expansion aligns with the industry's efforts to monetize local content and adapt to digital advertising shifts. The emphasis on returning capital to stockholders through dividends and share repurchases, alongside debt reduction, suggests a focus on shareholder value in an industry often characterized by high capital expenditure and content investment. The executive compensation structure, with a significant portion tied to financial performance and Total Shareholder Return, is a common practice in the industry to align management incentives with shareholder interests.

Comparison to Industry Standards

• FOX News Media's decade-long #1 cable network ranking in primetime and total day viewing among total viewers demonstrates sustained market dominance, comparable to long-standing leaders in other news segments globally.
• Super Bowl LIX's nearly 128 million viewers across all platforms sets a new U.S. telecast record, surpassing previous Super Bowl viewership records and establishing a benchmark for live event broadcasting.
• Tubi's achievement of over $1 billion in revenue and 11 billion hours of total view time, along with its 2.2% share of U.S. television viewing (Nielsen's The Gauge), positions it competitively against other major FAST services and demonstrates significant traction in the streaming market, comparable to the growth trajectories seen in early stages of major streaming platforms.
• FOX Sports' 'Summer of Soccer' (UEFA EURO 2024 and CONMEBOL Copa América 2024) becoming the most-watched in U.S. English language TV history highlights its strong position in acquiring and broadcasting major international sports events, a strategy also pursued by global sports broadcasters like ESPN, Sky Sports, and beIN Sports.
• The 2024 World Series on FOX averaging over 15 million viewers, the most watched in seven years, indicates strong engagement for traditional sports broadcasts, a metric closely watched by competitors like NBC Sports and CBS Sports.
• FOX Entertainment's success with #1 comedy, unscripted debut, and game show, along with a medical drama debut of 18 million viewers, shows competitive programming strength against other broadcast networks (e.g., NBC, CBS, ABC) in key demographics.
• The company's 26% advertising revenue growth and 5% affiliate fee revenue growth are robust figures in the media industry, which often faces headwinds from cord-cutting and digital ad market shifts, suggesting strong monetization strategies compared to peers.
• The CEO pay ratio of 327 to 1 for fiscal 2025, while high, is within the range observed across large U.S. public companies, though a shareholder proposal notes it is significantly higher than ratios in major Japanese and European companies and historical U.S. levels.

Management Changes

Corporate Governance

Related Party Transactions

• In September 2025, certain trusts established for the benefit of Murdoch Family Trust beneficiaries completed the offering and sale of approximately 16.8 million shares of Class B Common Stock, generating total gross proceeds of approximately $900 million to the selling stockholders.
• The company paid fees and expenses of approximately $870,000 incurred by the LGC Family Trusts and LGC Holdco related to certain filings under the Hart-Scott Rodino Act (HSR).

Stakeholder Impact

• Shareholders: Positive impact from record financial performance, significant capital returns ($1.25 billion in fiscal 2025), and debt reduction ($600 million). Executive compensation program is designed to align with long-term stockholder value creation. Shareholder proposals regarding executive compensation and simple majority vote indicate some shareholder concerns about governance and pay disparity.
• Employees: Company promotes a culture of trust, integrity, and ethical behavior, with zero tolerance for harassment and discrimination. Provides training on business conduct and anti-harassment policies. Fosters career growth, leadership training, and mentorship programs.
• Customers/Audiences: Benefit from quality news, sports, and entertainment content across iconic brands (FOX News Media, FOX Sports, Tubi, FOX Entertainment, FOX Television Stations). Expanded digital offerings and streaming services (FOX Nation, FOX Weather, Tubi, FOX One, Caliente TV) provide more content access.
• Management/Executives: Compensation program designed to attract, retain, and motivate top talent, with a significant portion of pay at risk and tied to performance. Stock ownership guidelines ensure alignment with long-term stockholders. Enhanced clawback policy increases accountability.
• Regulators: Company maintains robust compliance programs, including a Global Anti-Bribery and Anti-Corruption Policy, Insider Trading and Confidentiality Policy, Political Activities Policy, and Global Sanctions, Anti-Boycott and Import/Export Policy. Board oversees compliance with legal and regulatory requirements.

Next Steps

• Stockholders will vote on director nominees, auditor ratification, executive compensation, and the frequency of future compensation votes at the Annual Meeting on November 14, 2025.
• FOX One, a direct-to-consumer subscription streaming service, launched in August 2025.
• The company will develop a multi-platform business with Caliente TV, including a new pay TV channel and SVOD platform, for Latin American sports content.
• The Board will continue to consider feedback from and engage with stockholders regarding executive compensation and monitor industry trends.
• The 2026 Annual Meeting of Stockholders is anticipated to be held on November 4, 2026.
• Stockholder proposals for the 2026 Annual Meeting must be received by May 28, 2026 (Rule 14a-8) or between July 17, 2026, and August 14, 2026 (By-laws).
• Stockholders intending to solicit proxies for director nominees must provide information by September 15, 2026.

Key Dates

Recommendation

The company delivered record annual revenue, Adjusted EBITDA, and Free Cash Flow in fiscal 2025, demonstrating exceptional operational strength across its diverse media portfolio including news, sports, and entertainment. Key segments like FOX News, FOX Sports, and Tubi achieved significant milestones and market leadership. The successful vesting of performance-based executive compensation at 198% of target underscores robust achievement of financial and strategic goals. Furthermore, the company returned $1.25 billion to stockholders and retired $600 million in debt, indicating a strong commitment to shareholder value. Strategic expansions into streaming (FOX One, Tubi growth) and international markets (Caliente TV) position the company for continued long-term growth. These factors collectively point to a company with strong fundamentals, effective management, and promising future prospects.

Keywords

Fox Corporation, SEC Filing, DEF 14A, Proxy Statement, Annual Meeting, Financial Results, Executive Compensation, Corporate Governance, Media Industry, News, Sports, Entertainment, Streaming, Tubi, FOX News, FOX Sports, FOX Entertainment, FOX Television Stations, Shareholder Proposals, Risk Management, Capital Return, Debt Reduction, Adjusted EBITDA, Free Cash Flow, Total Shareholder Return