A majority of shareholders from Fox and Roku have signed off on the former’s pending $22 billion acquisition of the latter, according to preliminary vote tallies from the companies’ special meetings held on Wednesday.
Approximately 197.48 million of Fox’s Class B shares were entitled to vote, per an SEC filing. Out of that total, 197.36 million shares voted in favor of the deal, while 71,891 voted against and 45,001 shares abstained. Fox has a total of 220,248,764 outstanding Class B shares.
During Wednesday’s meeting, Fox Corporation CEO Lachlan Murdoch touted the deal as a “transformative transaction” that will pair its “high-impact live sports and news content” with Roku’s “leading streaming distribution and technology platform.”
The final tally for Roku shareholders will be released later in a separate SEC filing.
The approval from shareholders comes as the Department of Justice issued a “second request” for additional information in September as part of its ongoing review of the deal.
That extended the waiting period under the Hart Scott Rodino Act until 30 days after both companies have substantially complied with the request, unless the DOJ terminates the waiting period early or the merging companies agree to extend it even further.
If approved by regulators, the Fox-Roku deal would cement the former’s dominance in the free ad-supported streaming space. Fox already owns Tubi, which reaches a total of 110 million monthly active users. Meanwhile, Roku reaches more than 100 million streaming households.
It would also be the third-largest media distributor in the U.S., trailing behind YouTube and the combined Paramount-Warner Bros. Discovery, which was renamed to Skydance. In July, Fox accounted for 7.8% of TV viewing, while The Roku Channel accounted for 2.9%, per Nielsen’s latest Gauge report. Tubi accounted for 2% of Fox’s total share of viewership for the month.
The merger remains on track close in the first half of 2027, subject to the HSR expiration and the satisfaction of other customary closing conditions. Upon closing of the deal, Roku stockholders will own approximately 27% of Fox’s outstanding shares, while Fox shareholders will own the remaining 73%.
