Form 8-K TWENTY-FIRST CENTURY For: Jun 16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

June 16, 2015

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

 

 

TWENTY-FIRST CENTURY FOX, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

Delaware		001-32352		26-0075658
(STATE OR OTHER JURISDICTION OF INCORPORATION)		(COMMISSION FILE NO.)		(IRS EMPLOYER IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2015, Twenty-First Century Fox, Inc. (the “Company”) announced a series of senior management changes which will take effect July 1, 2015. K. Rupert Murdoch, the Company’s founder and Chairman and Chief Executive Officer, together with Lachlan K. Murdoch, the Company’s Co-Chairman, will become Executive Co-Chairmen of the Board of Directors of the Company (the “Board”). Chase Carey, the Company’s Deputy Chairman, President and Chief Operating Officer, will become the Executive Vice Chairman of the Board and serve in that role through June 30, 2016. James R. Murdoch, the Company’s Co-Chief Operating Officer, will become Chief Executive Officer and will continue to serve as a Director of the Company.

Mr. L.K. Murdoch, age 43, has been a Director of the Company since 1996 and the Company’s Co-Chairman since 2014. He has served as Executive Chairman of NOVA Entertainment since 2009. He served as a Director of Ten Network Holdings Limited from 2010 to 2014 and as its Non-Executive Chairman from 2012 to 2014, after serving as its Acting Chief Executive Officer from 2011 to 2012. Mr. L.K. Murdoch has served as the Executive Chairman of Illyria Pty Ltd, a private investment company, since 2005. Since 2013, he has served as a Director of News Corporation and as its Co-Chairman since 2014. He previously served as an advisor to the Company from 2005 to 2007, and as the Company’s Deputy Chief Operating Officer from 2000 to 2005. While at the Company, he also served as Chairman of Fox Television Stations and as Publisher of the New York Post.

Mr. J.R. Murdoch, age 42, has been a Director of the Company since 2007 and the Company’s Co-Chief Operating Officer since 2014. He previously served as the Deputy Chief Operating Officer and Chairman and CEO, International of the Company from 2011 to 2014, after serving as the Company’s Chairman and Chief Executive, Europe and Asia beginning in 2007. Mr. J.R. Murdoch was the Chief Executive Officer of British Sky Broadcasting Group plc (now known as Sky plc (“Sky”)) from 2003 to 2007. Mr. J.R. Murdoch has served as a Director of Sky since 2003 and served as its Non-Executive Chairman from 2007 to 2012. He has served on the Supervisory Board of Sky Deutschland since 2013 and served as its Chairman from 2013 to 2014. Since 2013, he has served as a Director of News Corporation. Mr. J.R. Murdoch was the Chairman and Chief Executive Officer of STAR Group Limited, a subsidiary of the Company, from 2000 to 2003. Mr. J.R. Murdoch previously served as an Executive Vice President of the Company, and served as a member of the Company’s Board from 2000 to 2003. Mr. J.R. Murdoch served as a Director of GlaxoSmithKline plc from 2009 to 2012 and as a Director of Sotheby’s from 2010 to 2012.

Mr. L.K. Murdoch and Mr. J.R. Murdoch are brothers, and they are the sons of Mr. K.R. Murdoch. There are no related person transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K in connection with the appointments described above.

A copy of the Company’s press release announcing the above matters is attached hereto as Exhibit 99.1.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit Number		Description
99.1		Press release of Twenty-First Century Fox, Inc., dated June 16, 2015.

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 22, 2015

---

Exhibit Index

 

Exhibit No.		Description
99.1		Press release of Twenty-First Century Fox, Inc., dated June 16, 2015.

Exhibit 99.1

 

		Contacts:
		Julie Henderson (212) 852-7070 [email protected]		Nathaniel Brown (212) 852-7746 [email protected]

FOR IMMEDIATE RELEASE

21ST CENTURY FOX ANNOUNCES CHANGES TO SENIOR EXECUTIVE TEAM

EFFECTIVE JULY 1, 2015

RUPERT MURDOCH AND LACHLAN MURDOCH

NAMED EXECUTIVE CO-CHAIRMEN

CHASE CAREY NAMED EXECUTIVE VICE CHAIRMAN

JAMES MURDOCH NAMED CHIEF EXECUTIVE OFFICER

New York, NY – June 16, 2015 – The Board of 21st Century Fox (NASDAQ: FOXA, FOX) today announced a series of senior management changes, which will take effect July 1, 2015.

Rupert Murdoch, the Company’s founder and Chairman and CEO, together with Lachlan Murdoch, currently Co-Chairman, will become Executive Co-Chairmen.

Chase Carey, the Company’s Deputy Chairman, President and COO since 2009, will become the Executive Vice Chairman and serve in that role through June 30, 2016.

James Murdoch, currently Co-Chief Operating Officer, will become Chief Executive Officer.

In conjunction with these changes, the Company’s corporate functions, and its global television and film operations will now jointly report to Lachlan and James Murdoch.

Rupert Murdoch said: “It has always been our priority to ensure stable, long term leadership for the Company, and these appointments achieve that goal. Lachlan and James are each talented and accomplished executives and together, we, as shareholders and partners, will strive to take our company to new levels of growth and opportunity at a time of dynamic change in our industry.”

He added: “I can’t thank Chase Carey enough for his friendship, counsel and leadership over the past decades. He will be actively engaged in supporting Lachlan and James as they step in to their new roles.”

Chase Carey said: “I am grateful to Rupert for giving me the opportunity of a lifetime and truly believe there isn’t a Company out there that’s more exciting, with more growth potential, than 21st Century Fox. I look forward to continuing to work with Rupert to support Lachlan and James in their new positions.”

---

		Contacts:
		Julie Henderson (212) 852-7070 [email protected]		Nathaniel Brown (212) 852-7746 [email protected]

 

Lachlan Murdoch and James Murdoch, in a joint statement, said: “We are both humbled by the opportunity to lead, with our father and the talented team of executives at 21st Century Fox, this extraordinary company.

We are grateful to Chase for being the leader and partner that he has been, and we are both delighted that his wisdom and sure handedness will continue to serve 21st Century Fox. We are also grateful to the Board for providing us the opportunity to lead this great company.”

“Most importantly, we each look forward to working with the entire team of creators, executives, artists and all of our colleagues that make up our global businesses, to steer the Company into the future, and to drive continued value for our shareholders.”

Rod Eddington, Lead Director, 21st Century Fox, said: “The Board has long been focused on succession and we’re fortunate to have two very talented executives in Lachlan and James to take this Company into the future. Working in tandem with Rupert, we’re confident their partnership and stewardship will give this business real momentum for many years to come. We are also deeply grateful to Chase Carey for his many years of exceptional leadership and his agreement to continue his contributions through his new position.”

EXECUTIVE BIOGRAPHIES

LACHLAN MURDOCH

Lachlan Murdoch is currently Co-Chairman, a position he has held since March 2014. Effective July 1, 2015, Mr. Murdoch, 43, will serve as Executive Co-Chairman of 21st Century Fox.

Mr. Murdoch has spent the past two decades building, operating and investing in many of the world’s most prominent television and publishing businesses, and also currently serves as Co-Chairman of News Corp, Executive Chairman of NOVA Entertainment and Executive Chairman of Illyria Pty Ltd. He is a Director of Sydney’s Museum of Contemporary Art and a Trustee of the Commando Welfare Trust. Mr. Murdoch previously served as Non-Executive Chairman of Ten Network Holdings.

Prior to his current role, Mr. Murdoch has served as Co-Chairman of 21st Century Fox beginning in March 2014 and has served the Company as a member of the Board of Directors since 1996, as well as in a number of senior executive roles from 1994-2005.

From 2000 – 2005, Mr. Murdoch served as Deputy Chief Operating Officer of 21st Century Fox (previously known as News Corporation), a role in which he was directly responsible for the Company’s U.S. television stations group and publishing assets.

As part of his duties as Deputy Chief Operating Officer, Mr. Murdoch was Chairman of Fox Television Stations (FTS) and Publisher of the New York Post, and also oversaw HarperCollins and the Company’s lines of business in Australia, including REA, Australia’s leading online real estate business.

---

		Contacts:
		Julie Henderson (212) 852-7070 [email protected]		Nathaniel Brown (212) 852-7746 [email protected]

 

He led the Company’s purchase of a controlling stake in REA, which began with an approximate $1 million cash investment and resulted in a corporate asset that is currently valued at more than $3 billion.

At FTS, Mr. Murdoch oversaw the Company’s 35 owned-and-operated television stations, where he raised the bar on local news coverage across the nation, increasing the total number of local news hours across the group to more than 850 per week.

At the New York Post, he overhauled the tabloid and grew its circulation by more than 40 percent. During his tenure, the Post became the nation’s fastest-growing newspaper and the seventh largest in the United States.

In 2005, Mr. Murdoch founded Illyria Pty, a successful private investment company. In 2009, Illyria acquired 50 percent of DMG Radio, a network of radio stations, which later expanded to include pay television assets and was renamed NOVA Entertainment. After Mr. Murdoch became its Chairman in 2009, NOVA grew exponentially, nearly doubling in value during the first three years of his tenure, while its EBITDA rose more than threefold from $16M in 2009 to $52M in 2014. In 2012, Illyria purchased the remaining 50 percent and, under Mr. Murdoch’s leadership, NOVA Entertainment became Australia’s leading network of FM stations.

Mr. Murdoch holds a B.A. from Princeton University.

JAMES MURDOCH

James Murdoch is currently Co-Chief Operating Officer of 21st Century Fox, and will serve as the Company’s Chief Executive Officer effective July 1, 2015.

Mr. Murdoch, 42, has held a succession of leadership roles over his nearly two-decade career with the Company, culminating in his appointment to CEO. Over that period, he has been a key driver of the Company’s domestic and international expansion, having most recently served as Co-Chief Operating Officer, and previously as Chairman and CEO for Europe and Asia, as well as Chairman of BSkyB, Sky Deutschland, and Sky Italia, the businesses that now comprise the pan-European Sky group. His significant operational experience also includes tenures as CEO of both BSkyB and STAR, India’s number one entertainment broadcaster.

As 21st Century Fox’s Co-Chief Operating Officer, Mr. Murdoch had a broad purview across the Company’s global portfolio of businesses, and direct responsibility for its cable and broadcasting networks and properties, which reach more than 1.8 billion subscribers every day. From 2011 to 2014 he served as Deputy Chief Operating Officer and Chairman and CEO, International, and prior to that, Chairman and CEO, Europe and Asia since 2007.

---

		Contacts:
		Julie Henderson (212) 852-7070 [email protected]		Nathaniel Brown (212) 852-7746 [email protected]

 

Mr. Murdoch has played an integral role in a number of strategic transactions, including the separation of the former News Corp into two distinct Companies, the combination of the Endemol Shine Group joint venture, the acquisition of the YES Network, and, through the creation of Sky Deutschland and the combination of Sky Deutschland and Sky Italia and BSkyB, the creation of the European entertainment leader Sky plc.

During his tenure as BSkyB’s Chief Executive Officer (of which 21st Century Fox owns 39.1%) from 2003 to 2007, and its Chairman from 2007 until 2012, the Company experienced transformative growth, amassing more than 10 million subscribers, and created a full-service residential media and telecommunications company.

Mr. Murdoch led 21st Century Fox’s partial acquisition of the former Premiere AG and from that the creation of Sky Deutschland, which was valued at €6.6 Billion upon its combination with BSkyB and Sky Italia in 2014. In addition, he led the restructuring of the Company’s European and Asian businesses between 2008 and 2010, including the separation of its Asian satellite television group, STAR, into India and ex-India operations, and the sale of the company’s Russian and Eastern European media holdings.

Mr. Murdoch became Chairman and Chief Executive Officer of STAR in 2000 and led the company’s turnaround and by 2003, the company established itself as the premier content and broadcasting company in India, South Asia and Taiwan. Prior to joining STAR, Mr. Murdoch held a variety of corporate roles at News Corporation between the time he joined the Company in 1996 and 2000, primarily focused on digital businesses.

Before joining the Company, Mr. Murdoch co-founded and chaired Rawkus Entertainment, a seminal Hip Hop independent based in lower Manhattan.

Mr. Murdoch serves as a board member of 21st Century Fox and Sky, and of News Corp. In addition, he is a non-executive director of Yankee Global Enterprises, Vice Media, and a member of the Board of Trustees of the Harvard Lampoon and the Ghetto Film School.

He and his wife Kathryn founded their family foundation, Quadrivium, in 2014. Quadrivium supports a variety of initiatives involving natural resources, science, civic life, childhood health, and equal opportunity.

About 21st Century Fox

21st Century Fox is the world’s premier portfolio of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, STAR India, 28 local television stations in the U.S. and more than 300 channels that comprise Fox International Channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50% ownership interest in Endemol Shine Group.

---

		Contacts:
		Julie Henderson (212) 852-7070 [email protected]		Nathaniel Brown (212) 852-7746 [email protected]

 

The Company also holds a 39.1% ownership interest in Sky, Europe’s leading entertainment company, which serves 21 million customers across five countries. For more information about 21st Century Fox, please visit www.21CF.com.

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The “forward-looking statements” are made only as of the date of this release and we do not have any obligation to publicly update any “forward-looking statements” to reflect subsequent events or circumstances, except as required by law or regulation.

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• OutKick Continues to See Growth in Q1 of 2024
• Atlantic Canada’s airport security screeners take job action over GardaWorld’s non-payment of wages
• IANS Research Receives Strategic Investment From the Apax Digital Funds to Accelerate Growth and Market Leadership in Information Security