Fox shareholders approve the stock issuance for the $22 billion Roku deal

Fox Class B shareholders approved the stock issuance for the company's planned purchase of Roku, with 99.9% of votes cast in favor, according to a Form 8-K filed after Wednesday's special meeting.

Fox Class B holders clear the stock vote

Fox Corporation said Class B shareholders approved the stock issuance needed for its planned acquisition of Roku, clearing one of the remaining stockholder conditions on a deal the companies announced in June.

At a special meeting on Oct. 14, holders of Fox's Class B common stock cast 197,363,560 votes for the stock-issuance proposal, 71,891 against, and 45,001 abstentions, according to a Form 8-K Fox filed the same day. Fox said that amounted to approval by 99.9% of the votes cast. A quorum of 197,480,452 Class B shares was present, out of 220,248,764 Class B shares outstanding and entitled to vote. An adjournment proposal on the ballot was dropped as moot once the stock vote passed.

Fox Class B shares trade as FOX; Class A shares trade as FOXA. Only Class B holders voted on the stock issuance.

What still has to happen

Shareholder approval is not the same as closing. Fox and Roku still need the Justice Department's antitrust review to clear, and the merger remains subject to other customary conditions.

In September, both companies disclosed that on Sept. 8 they each received a Second Request from the DOJ under the Hart-Scott-Rodino Act — a request for more documents that extends the waiting period until 30 days after both sides have substantially complied, unless the DOJ ends it earlier or the parties agree to stretch it. Both said then that they still expected the deal to close in the first half of calendar 2027, subject to HSR clearance, stockholder approvals, and other customary conditions. Fox's Oct. 14 filing does not update that timeline or announce any DOJ decision.

Variety, reporting the same day as the Fox meeting, said shareholders of both companies approved the transaction at separate special meetings and that Roku's official vote tallies were expected to be filed with the SEC soon. As of early Thursday morning Eastern time, TickerGrove had not found a matching Roku Form 8-K on EDGAR with those tallies.

The June terms, unchanged in Wednesday's filing

Fox and Roku announced the merger agreement on June 14. Under the previously announced terms, Fox would pay $160.00 per Roku share in a mix of cash and Fox Class A stock — $96.00 in cash and 0.9693 Fox Class A shares per Roku share — valuing Roku at about $22 billion in enterprise value, according to the companies' June 15 joint release. Wednesday's Fox 8-K restates the two-step merger structure but does not change those economics.

If the deal closes, Falcon Merger Sub 1 would merge into Roku, leaving Roku as a wholly owned Fox subsidiary, and Roku would then merge into Falcon Merger Sub 2. Fox has said it intends to keep operating Roku as an open, partner-friendly platform. The combination would pair Fox's live sports and news brands and its Tubi free streaming service with Roku's connected-TV platform and the Roku Channel.

TickerGrove previously covered the DOJ Second Request in September. Wednesday's vote is the stockholder milestone that story flagged as still ahead.