Roku, Inc.: stockholders adopt merger agreement with Fox Corporation

What happened Roku, Inc. reported that at a special meeting held on Oct 14, 2026 its stockholders voted to adopt the Agreement and Plan of Merger dated Jun 14, 2026 among Roku, Fox Corporation, Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC (the "Merger Agreement"), approving the transactions contemplated by the Merger Agreement (the "Mergers"). The filing describes the Mergers as a two-step transaction: Merger Sub 1 will merge with and into Roku, and immediately following that merger the surviving corporation will merge with and into Merger Sub 2.

Key details

• Merger Proposal vote: 241,044,988 votes for, 502,927 votes against, 511,598 abstentions; 81.5% of votes outstanding in favor.
• Merger related compensation (advisory) vote: 240,438,251 votes for, 864,190 votes against, 757,072 abstentions; 99.3% of votes present in favor.
• The solicited Adjournment Proposal was rendered moot and was not voted on because the Merger Proposal was approved.
• The filing references the joint proxy statement/prospectus filed Sep 1, 2026 and periodic reports filed Aug 6, 2026 for additional risk disclosures and details.

Why it may matter This filing reports Item 5.07 (submission of matters to a vote of security holders), which covers the stockholder votes on the Merger Proposal, the advisory vote on merger-related executive compensation, and the adjournment proposal. The filing also contains forward-looking statements and identifies risks and uncertainties related to the consummation and effects of the Transactions. The filing does not explain why the company entered into the Merger Agreement or why stockholders voted as they did.