Twenty-First Century Fox, Inc. (NASDAQ:FOX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03

On April20, 2017 and effective as of the same day, the Board of
Directors (the Board) of Twenty-First Century Fox, Inc. (the
Company) amended and restated the Companys Amended and Restated
By-laws (the By-laws) to clarify certain requirements for
director nominations and annual meeting procedures, to reflect
changes to Delaware law regarding forum selection and stock
certificates, and to make certain other technical changes.

The Board amended Article I, Section1 of the By-laws to clarify
the Companys right to require any proposed nominee for election
as a director to furnish information that could be material to a
reasonable stockholders understanding of the nominees
independence. The Board amended Article I, Section2a of the
By-laws to require that the written representation by a director
nominee include that the nominee will be in compliance, if
elected, and will comply with all policies applicable to
directors from time to time, including without limitation
governance-related policies, copies of which will be provided by
the Company upon written request, in lieu of the previous
requirement to comply with only publicly disclosed
governance-related policies. In addition, the Board amended
Article I, Section1 to expressly provide that the Board may
postpone any previously scheduled annual meeting.

In order to align certain provisions of the By-laws with the
Delaware General Corporation Law (the DGCL), the Board amended
Article V, Section1 of the By-laws to permit any two authorized
officers to sign stock certificates of the Company and amended
Article XI of the By-laws to reflect that the forum selection
clause applies to any action as to which the DGCL confers
jurisdiction on the Court of Chancery of the State of Delaware,
and, with respect to any action asserting a claim of breach of
fiduciary duty owed by any director, officer or other employee of
the Company, to clarify that this refers to any individual
currently or formerly serving in such capacity.

Additionally, the Board approved certain procedural and
clarifying amendments to the By-laws. The foregoing summary is
qualified in its entirety by the full text of the By-laws, as
amended and restated, a copy of which is attached hereto as
Exhibit 3.1 and incorporated herein by reference.

About Twenty-First Century Fox, Inc. (NASDAQ:FOX)

Twenty-First Century Fox, Inc. is a media and entertainment company. The Company’s segments include Cable Network Programming; Television; Filmed Entertainment, and Other, Corporate and Eliminations. The Cable Network Programming segment produces and licenses news, business news, sports, general entertainment, factual entertainment and movie programming for distribution. The Television segment is engaged in the operation of broadcast television stations and the broadcasting of network programming in the United States. The Filmed Entertainment segment is engaged in the production and acquisition of live-action and animated motion pictures for distribution and licensing in all formats in all entertainment media, and the production and licensing of television programming around the world. The Other, Corporate and Eliminations segment consists primarily of corporate overhead and eliminations, and other businesses.

Twenty-First Century Fox, Inc. (NASDAQ:FOX) Recent Trading Information

Twenty-First Century Fox, Inc. (NASDAQ:FOX) closed its last trading session up +0.74 at 30.55 with 2,924,613 shares trading hands.