UPDATE: Due to Disney revising their offer for Fox, the planned July 10th shareholder meetings will be rescheduled.
Today, The Walt Disney Company and 21st Century Fox released a joint proxy statement as well as separate announcements that they will be holding special shareholder meetings this summer in order for stockholders to vote on Disney’s proposed acquisition of 21st Century Fox assets.
- The Walt Disney Company will host their special gathering of shareholders on July 10th, 2018, at 10:00 a.m. at the New Amsterdam Theatre — currently home to Broadway’s Aladdin.
- Meanwhile, 21st Century Fox shareholders will meet at the New York Hilton Midtown at the same time.
- Only shareholders who owned stock in Disney and/or Fox on May 29th, 2018 will be eligible to vote for the respective proposals.
What’s on the Disney Meeting Agenda
- A proposal to approve the issuance of Disney common stock and, if applicable, Disney series B convertible preferred stock to 21st Century Fox stockholders in connection with the initial merger.
- A proposal to approve amendments to the Restated Certificate of Incorporation of Disney to provide, among other things, that shares of Disney common stock held by subsidiaries of Disney will not be entitled to receive dividends that are declared on the Disney common stock (other than certain dividends in shares of Disney common stock or other equity securities.
- A proposal to adjourn the Disney special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the share issuance proposal.
What’s on the Fox Meeting Agenda
- A proposal to adopt the combination merger agreement
- A proposal to adopt the distribution merger agreement
- A proposal to approve an amendment to the Restated Certificate of Incorporation of 21st Century Fox to provide that the hook stock shares will not receive any shares of New Fox common stock in connection with the distribution
- A proposal to approve an amendment to the 21st Century Fox charter to provide for a subdivision of the issued and outstanding shares of 21st Century Fox common stock such that the total number of shares of 21st Century Fox common stock issued and outstanding immediately after such subdivision is equal to the stock split multiple
- A proposal to adjourn the 21st Century Fox’s special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the combination merger proposal, the distribution merger proposal or the 21st Century Fox’s charter amendment proposals
- A non-binding, advisory proposal to approve the compensation that may become payable to 21st Century Fox’s named executive officers in connection with the transactions, which we refer to as the compensation proposal.