Fox Corp

The proposal requests that the Board amend the company’s certificate of incorporation and bylaws to eliminate any provision that requires more than a simple majority vote and replace such provisions with a majority-of-votes-cast standard, or the closest permissible majority standard under applicable law. The proponent argues that supermajority provisions entrench large holders and can block proposals supported by a majority of participating voters, citing academic research and prior high-support votes at other companies. The submission references past shareholder votes on this topic at Fox and at other public companies to illustrate investor support for moving to a simple majority standard. If adopted, the change would apply to all voting requirements in the charter and bylaws that currently call for greater-than-simple-majority approval.