Fox’s board meetings are about to become more interesting. Directors at the Rupert Murdoch-controlled entertainment giant just agreed to increase their ranks to 13 by giving a seat to activist investor Jeffrey Ubben of hedge fund ValueAct Capital, who has 5.9% of Fox’s voting Class B shares.

ValueAct manages more than $19 billion, and has used its muscle to win board seats on companies including Microsoft. As a general strategy, it rattles cages behind the scenes. It vows to work “constructively with management and the company’s board to implement value-creating strategies.”

Last month Ubben made a personal minority investment in UTA joining the board as a non-voting member.

But the agreement with Fox comes with conditions, according to an SEC filing. For at least until the company’s 2016 shareholder meeting, Ubben has to leave if his holdings fall below 5%. He can’t own more than 7% of the public Class A shares, or the Class B stock. He can’t sell Fox stock to anyone who would then end up with more than 4.9% of either stock group.  He also agreed not to wage or help a proxy fight, or support a hostile acquirer.

ValueAct can make recommendations to executives or the board as long as they “are not intended to and would not be reasonably expected to require any public disclosure.”

Despite the carefully crafted restrictions on Ubben, Rupert and son Lachlan Murdoch — Fox’s Executive Chairmen — say they “have developed a highly-valued relationship with Jeff and we are pleased he has accepted the Board’s invitation to stand for election.”

The lead independent director, Rod Eddington, underscored Fox’s faith in Ubben’s “strong track record of positive and collaborative engagement with the companies in which they invest.” He adds that the newcomer has “clear alignment with the rest of the directors on our long-term strategy.”


Ubben says that he’s “extremely impressed” by Fox’s “senior leadership team and directors and their collective vision for the Company’s continued growth in a dynamic industry.”