Roku Holders Back Fox Deal With 81.5% Of Outstanding Votes In Favor, 8-K Shows
A separate advisory vote on merger-related executive pay passed with 99.3% of votes present in favor.
Roku stockholders voted to adopt the merger agreement with Fox, with 241,044,988 votes for, 502,927 against and 511,598 abstentions, according to an 8-K the company filed after Wednesday's special meeting. The filing puts the share of outstanding votes in favor at 81.5%.
What the 8-K says
The special meeting was held Wednesday by live webcast. Stockholders adopted the merger agreement and the transactions it contemplates, which include two mergers: a Fox subsidiary merges into Roku, and Roku then merges into a second Fox subsidiary, leaving Roku a wholly owned Fox unit.
A second, advisory vote covered pay that may be paid to Roku's named executive officers in connection with the deal. It passed with 240,438,251 votes for, 864,190 against and 757,072 abstentions, or 99.3% of votes present.
A third item, a proposal to adjourn the meeting if more votes were needed, was moot after the merger vote. No vote on it was held, the filing said.
The agreement was signed on June 14, 2026, and the proxy materials were filed with the SEC on September 1, 2026.
What it changes
The shareholder approval is done. What remains is regulatory clearance. Fox agreed in June to pay $160 per Roku share, about $14.2 billion in cash with the rest in Fox Class A stock, Variety reported.
Fox disclosed last month that the Justice Department issued a second request for more documents, which Fox said it expected. Fox currently expects a close in the first half of calendar 2027, subject to clearance by the Justice Department and other regulators.
Roku shares closed Wednesday at $152.57, down 0.06% from $152.66 the prior session, a move that came before the filing became public after the close.
What to watch
The next gate is the Justice Department's review following its second request, with Fox targeting a close in the first half of calendar 2027.
Roku holders have cleared their part; the Justice Department's decision is the remaining one the sources name.
Sources
- 8-K Filing — ROKU, INC (ROKU) — SEC EDGAR
- Fox $22 Billion Roku Deal Approved by Shareholders of Both Companies — variety.com
