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# Fox Class B Holders Back Roku Stock Issuance With 99.9% Of Votes Cast
- URL: https://www.bullished.co/fox-class-b-holders-back-roku-stock-issuance-with-99-9-of-votes-cast-d4ed038b/
- Published: 2026-10-14T21:36:06.000Z
- Updated: 2026-10-28T21:29:48.000Z
- Description: Fox says the vote clears one required step for the Roku deal, while Justice Department and other regulatory clearance is still pending.
- Author: Matteo Parrino
- Tags: SEC Filings, FOXA, Industry: Communication Services

Holders of Fox's Class B stock approved the issuance of Class A shares for the Roku merger, voting [197,363,560 for and 71,891 against](https://www.sec.gov/Archives/edgar/data/0001754301/000119312526421830/d128102d8k.htm?ref=bullished.co), with 45,001 abstaining, according to an [8-K](https://www.bullished.co/learn/8-k-items-explained/) the company filed Wednesday. Fox said that was 99.9% of the votes cast at a special meeting held the same day.

## What the 8-K says

The meeting drew [197,480,452](https://www.sec.gov/Archives/edgar/data/0001754301/000119312526421830/d128102d8k.htm?ref=bullished.co) of the 220,248,764 Class B shares outstanding and entitled to vote. The filing says that was at least a majority and enough for a quorum on every matter.

A second proposal, to adjourn the meeting and collect more proxies if votes fell short, was never put to a vote. The filing says the stock issuance's approval made it moot.

The merger agreement, signed June 14, 2026, runs in two steps. A Fox subsidiary merges into Roku, and Roku then merges into a second [Fox](https://www.bullished.co/tag/foxa/) subsidiary, leaving Roku wholly owned by Fox. The joint proxy statement and prospectus went to the SEC on September 1, 2026.

## What it changes

The vote removes the shareholder approval needed to issue Fox Class A stock as part of the purchase. Fox announced the deal in June at $160 per Roku share, with about $14.2 billion paid in cash and the rest in Fox Class A stock. [Roku shareholders also approved it](https://variety.com/2026/tv/news/fox-roku-acquisition-approved-shareholders-1236912437/?ref=bullished.co) Wednesday, Variety reported.

Fox CEO Lachlan Murdoch said the deal will transform the company's scope "[into high-growth verticals and yield a step change](https://variety.com/2026/tv/news/fox-roku-acquisition-approved-shareholders-1236912437/?ref=bullished.co) in our overall growth profile."

Fox shares were quoted at $62.21 against a previous close of $62.50, in market data as of the report on Wednesday.

## What to watch

Fox expects the deal to close in the first half of calendar 2027, pending Justice Department and other regulatory clearance. Variety reported that a Justice Department second request for documents extends the antitrust waiting period.

The waiting period runs 30 days after the companies substantially answer that request, so the answer is the next gate.

Fox expects closing in the first half of calendar 2027, if regulators clear it.

Learn

- [Item 5.07: shareholder vote results →](https://www.bullished.co/learn/8-k-items-explained/#item-507-shareholder-vote-results)  
From 8-K Items Explained: What Every Item Code From 1.01 To 9.01 Tells You, With Examples

### Sources

- [8-K Filing — Fox Corp (FOXA)](https://www.sec.gov/Archives/edgar/data/0001754301/000119312526421830/d128102d8k.htm?ref=bullished.co) — SEC EDGAR
- [Fox $22 Billion Roku Deal Approved by Shareholders of Both Companies](https://variety.com/2026/tv/news/fox-roku-acquisition-approved-shareholders-1236912437/?ref=bullished.co) — variety.com

### More on Fox Corp. Class A

- [Fox Legal Chief Ciongoli Leaves With $12,595,784 Equity Payout; Trutanich Named General Counsel](https://www.bullished.co/fox-legal-chief-ciongoli-leaves-with-12-595-784-equity-payout-trutanich-named-general-cfec2712/)
- [Fox Discloses $30 Million Morgan Stanley Advisory Fee, Up To $50 Million More In Financing Fees](https://www.bullished.co/fox-discloses-30-million-morgan-stanley-advisory-fee-up-to-50-million-more-in-financing-72f21844/)

[All Fox Corp. Class A (FOXA) coverage →](https://www.bullished.co/tag/foxa/)