DIS Walt Disney Co

Notice of 2023 Annual Meeting

The 2023 annual meeting of shareholders of The Walt Disney Company will be held virtually at www.virtualshareholdermeeting.com/DIS2023

(please see "Attendance at the Meeting" below.)

MONDAY, APRIL 3, 2023 10:00 A.M. PACIFIC TIME

 

 

PROPOSAL				FOR MORE INFORMATION				BOARD RECOMMENDATION
COMPANY PROPOSALS
Proposal 1: Election of eleven nominees named in the proxy statement as Directors, each for a term of one year.					Page 79				FOR EACH COMPANY NOMINEE
Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal 2023.					Page 81				FOR
Proposal 3: Consideration of an advisory vote to approve executive compensation.					Page 82				FOR
Proposal 4: Consideration of an advisory vote on the frequency of votes on executive compensation.					Page 83				FOR 1 YEAR
SHAREHOLDER PROPOSALS
Proposal 5: Shareholder proposal, if properly presented at the meeting, requesting a report on operations related to China.					Page 84				AGAINST
Proposal 6: Shareholder proposal, if properly presented at the meeting, requesting charitable contributions disclosure.					Page 87				AGAINST
Proposal 7: Shareholder proposal, if properly presented at the meeting, requesting a political expenditures report.					Page 89				AGAINST
Proposal 8: Trian Group proposal, if properly presented at the meeting, to repeal each provision or amendment of the Bylaws that has been adopted by the Board (and not the shareholders of the Company) since March 20, 2019.					Page 92				AGAINST

Shareholders of record of The Walt Disney Company common stock (NYSE: DIS) at the close of business on February 8, 2023, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available during ordinary business hours at the offices of the Company in Burbank, California.

Please note that Trian Partners L.P. and Trian Partners Parallel Fund I, L.P., Trian Fund Management, L.P., along with other entities affiliated with Nelson Peltz (collectively, the “Trian Group”) have provided notice of their intent to nominate Nelson Peltz for election as a director at the Annual Meeting in opposition to the nominees recommended by your Board of Directors and to bring a proposal to amend our Bylaws before the meeting (the “Trian Group Proposal”). You may receive solicitation materials from the Trian Group, including proxy statements and blue proxy cards. Disney is not responsible for the accuracy or completeness of any information provided by or relating to the Trian Group, its nominee or the Trian Group Proposal contained in solicitation materials filed or disseminated by or on behalf of the Trian Group or any other statements the Trian Group may make.

Your Board of Directors does not endorse the Trian Group nominee or the Trian Group Proposal and unanimously recommends that you vote “FOR” only the nominees proposed by your Board of Directors, “FOR” the other proposals recommended by the Board, “AGAINST” the Trian Group Proposal and “AGAINST” the other proposals made by shareholders on the WHITE proxy card. Your Board strongly urges you to discard and NOT to vote using any blue proxy card sent to you by the Trian Group. If you have already submitted a blue proxy card, you can revoke that proxy and vote for your Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by marking, signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet by following the instructions on your WHITE proxy card or WHITE voting instruction form. Only your latest validly executed proxy will count and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

February 6, 2023

Burbank, California

 

		Jolene E. Negre   Associate General Counsel and Secretary

 

YOUR VOTE IS IMPORTANT Please vote as promptly as possible by using any of the following methods:
		INTERNET Locate the control number included in your WHITE proxy card, WHITE voting instruction form or notice and access the website indicated.
		SCAN Your WHITE proxy card, WHITE voting instruction form or notice may also include a QR code for voting by your mobile phone. You will need the control number included in your WHITE proxy card, WHITE voting instruction form or notice.
		MAIL Mark, sign and date your WHITE proxy card or WHITE voting instruction form and return it in the postage-paid envelope provided.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 3, 2023   The proxy statement and annual report to shareholders and the means to vote by Internet are available at www.ProxyVote.com/Disney   Attendance at the Meeting To attend the virtual annual meeting, you must be a shareholder on the record date and have previously registered to attend the meeting. Register to attend the virtual meeting on or before March 29, 2023 by visiting www.ProxyVote.com/Disney and selecting “Attend a Meeting.” You will need the 16-digit control number found on your WHITE proxy card or notice. You will receive a confirmation e-mail with information on how to attend the meeting. After you have registered, you will be able to participate in the annual meeting by visiting www.virtualshareholdermeeting.com/DIS2023 and entering the same 16-digit control number you used to pre-register and as shown in your confirmation e-mail. Beneficial shareholders who do not have a 16-digit control number should follow the instructions provided on the voting instruction form provided by your broker, bank or other nominee. In addition to registering for the meeting, beneficial holders that wish to vote must obtain a legal proxy from their bank, broker or other nominee prior to the meeting. You will need to have an electronic image (such as a pdf file or scan) of the legal proxy with you when voting.   Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at 9:00 a.m. PT and the meeting will begin promptly at 10:00 a.m. PT. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/DIS2023. If you cannot attend the meeting or if you are not a shareholder of record, you can still listen to the meeting, which will be available on our Investor Relations website.

 

Cautionary Note Regarding Forward-Looking

Statements

This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding mandates, expectations, beliefs, business plans and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations and you should not place undue reliance on forward-looking statements.

Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives or other business decisions, as well as from developments beyond the Company’s control, including: further deterioration in domestic and global economic conditions, including heightened inflation, capital market volatility, interest rate and currency rate fluctuations and economic slowdown or recession; deterioration in or pressures from competitive conditions; consumer preferences and acceptance of our content and offerings; health concerns and their impact on our businesses; international, regulatory, political or military developments; technological developments; labor markets and activities; adverse weather conditions or natural disasters; and legal or regulatory changes. Each such risk includes the current and future impacts of and is amplified by, the COVID-19 pandemic and related mitigation efforts. Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability; and demand for our products and services.

Additional factors are set forth in the Company’s Annual Report on Form 10-K for the year ended October 1, 2022, under the captions “Risk Factors,” “Management’s Discussion and Analysis” and “Business,” and subsequent filings with the Securities and Exchange Commission (“SEC”), including, among others, quarterly reports on Form 10-Q.

The Walt Disney Company (500 South Buena Vista Street, Burbank, CA 91521) is providing you with this proxy statement relating to its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). The Company expects to commence mailing of its proxy materials to shareholders on or about February 9, 2023. References to the “Company,” “Disney,” “we” or “our” in this proxy statement refer to The Walt Disney Company and, as applicable, its consolidated subsidiaries. The Company’s website and social media feeds and the information contained or linked therein or otherwise connected thereto are not part of or incorporated by reference into this proxy statement, regardless of any reference to such website or social media feeds in this proxy statement.

Fiscal 2022 Overview

In fiscal 2022, we continued to see strong demand and growth across our businesses and execute on our long-term strategy. Our content, across our unmatched collection of brands, formats and distribution platforms, continues to meaningfully resonate with audiences around the world and fuel our portfolio of businesses. We continue to invest in our Media and Entertainment Distribution businesses, ending the fiscal year with over 235 million total direct-to-consumer subscriptions, preparing to launch the advertising-based tier of Disney+ and generating nearly $3.5 billion at the global box office. At our Parks, Experiences and Products business, we are beyond pleased with our recovery coming out of the pandemic, launching several new attractions and experiences and achieving the segment’s highest full year revenue, operating income and margin.

Business Highlights and Performance

Board of Directors Highlights

Director Nominees

The Board of Directors of The Walt Disney Company (the ‘‘Board’’) has nominated a slate composed of eleven talented directors with skill sets, experiences and professional backgrounds representing a diversity of perspectives and characteristics that are particularly relevant to Disney’s business and strategic objectives, as reflected in their biographies in the section of this proxy statement titled “Corporate Governance and Board Matters — The Board of Directors — Director Nominees.”

Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions, taking into account the needs of the Board and Company at the time. On November 20, 2022, Bob Iger joined the Board in connection with his appointment as CEO, providing decades of media and entertainment experience. On November 21, 2022, Carolyn Everson joined the Board. Ms. Everson brings deep experience in consumer-facing companies as a veteran media and advertising technology executive. The current term of office of all of the Company’s directors expires at the 2023 Annual Meeting. For more information regarding these matters and our corporate governance, see the section of this proxy statement titled “Corporate Governance and Board Matters.”

Board Oversight

In direct response to shareholder feedback, the Board has recently updated several aspects of its risk oversight. For more information regarding these matters, see the sections of this proxy statement titled “Proxy Summary — Shareholder Engagement and Responsiveness — Commitment to Investor Engagement and Overview of Responsive Actions” below and “Corporate Governance and Board Matters — The Board’s Role in Risk Oversight.” The Board specifically delegated oversight of certain risks to its committees:

In addition, the Audit Committee reviews the Company’s policies and practices with respect to risk assessment and risk management.

During fiscal 2022, including following the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”), members of executive management and Board leadership continued their active engagement with shareholders. Our Investor Relations team engaged regularly throughout the 2022 calendar year with a broad subset of our investor base. In addition to these regular conversations, our Investor Relations team also held two formal rounds of engagement sessions, which included Board members, in the winter/spring and the fall with top shareholders to hear and respond to feedback. The feedback gathered during these conversations helped inform the Board’s thinking, in particular, about compensation, governance and disclosure.

As part of its active engagement with shareholders, in September 2022 the Company entered into a support agreement with Third Point LLC (“Third Point”), pursuant to which the Company appointed Carolyn Everson to the Board and agreed to include Ms. Everson as a director nominee for the 2023 Annual Meeting and Third Point agreed to customary standstill, voting and other provisions through the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”).

Compensation Structure and Philosophy

The Compensation Committee firmly believes in pay for performance. In fiscal 2022, 90% of Mr. Chapek’s target total direct annual compensation varied with performance and equity versus being fixed. Mr. Chapek’s target total direct annual compensation was comprised of 10% base salary, 30% target annual incentive, 15% time-vested RSUs, 15% stock options and 30% PBUs.

CEO PERFORMANCE-BASED ANNUAL CASH BONUS OPPORTUNITY THAT IS:
		70% based on   Company performance against preset financial goals   30% based on   the achievement of organizational goals tied to the Company’s strategic priorities and the Compensation Committee’s assessment of individual contributions

For fiscal 2023, Bob lger’s equity award is composed of 60% performance-based restricted stock units and 40% options;   the realized performance-unit value depends on two-year achievement of relative TSR and absolute ROIC performance to reflect his two-year employment term, and the options only have value to the degree that Disney stock price increases.

Beginning in fiscal 2022, target payout for the relative TSR test of PBUs for all NEOs requires TSR performance at the 55^th percentile of the S&P 500 companies. Additionally, beginning in fiscal 2022, PBUs represent at least 50% of the overall long-term incentive grant value for all NEOs.

More detail regarding our strategic priorities and our performance metrics can be found in the section of this proxy statement titled “Executive Compensation — Compensation Discussion and Analysis.”

Corporate Social Responsibility Highlights

The Company has a longstanding commitment to CSR. In 2021, we refreshed our CSR strategy to connect it more deeply to Disney’s corporate mission and commercial offerings and to embrace our unique opportunities for leadership. As a global company operating in many industries and geographies, Disney’s CSR strategy is built around our consideration of a wide, complex and evolving set of issues. Additional details of the Company’s CSR efforts are available at our CSR website.

Background to the Solicitation

The summary below details the significant contacts between the Company and the Trian Group beginning in early summer 2022 through the date of this proxy statement. This summary does not purport to catalogue every conversation of or among members of the Board, the Company’s management, the Company’s advisors and representatives of the Trian Group and their advisors relating to the Trian Group’s solicitation.

Early in the summer of 2022, Isaac Perlmutter, an employee and shareholder of the Company, who currently serves as Chairman of Marvel Entertainment, and previously served as Chief Executive Officer of Marvel, called Bob Chapek, then the Chief Executive Officer of the Company, to urge Mr. Chapek to meet with Nelson Peltz, the Chief Executive Officer of Trian Management. Mr. Chapek noted that he had business travel coming up in Paris, France, and thus his schedule near term would not work. Mr. Perlmutter responded that Mr. Peltz was vacationing on his yacht somewhere off the coast of France and so geography would not be an impediment. Mr. Perlmutter told Mr. Chapek he should have a “friendly lunch” with Mr. Peltz in France and it would be a good investment of his time. Mr. Perlmutter’s assistant worked with Mr. Chapek’s office and Mr. Peltz’s office to organize the meeting over a lunch.

On July 11, 2022, Mr. Peltz met Mr. Chapek over lunch at the Disney Hotel New York – The Art of Marvel at Disneyland Paris. During this lunch, Mr. Peltz discussed his background as an investor, noted that he did not own any shares of Disney and asked Mr. Chapek if he thought the Disney Board would give him a seat on the Board.

On July 15, 2022, Mr. Peltz called Amy Chang, a member of the Board, to convey that he was supportive of Mr. Chapek, and believed he could be helpful to him if he joined the Board.

Also on July 15, 2022, Mr. Perlmutter called Mr. Chapek and Christine McCarthy, the Company’s Senior Executive Vice President and Chief Financial Officer, to encourage consideration of Mr. Peltz as a director. Mr. Perlmutter also called Safra Catz, the Chair of the Company’s Audit Committee, to advocate for adding Mr. Peltz. Mr. Perlmutter said he and Mr. Peltz supported Mr. Chapek, and that adding Mr. Peltz to the Board would help Mr. Chapek counter recent headwinds he had faced, solidify his position as CEO, and preempt any other potential shareholder nominations of director nominees at the 2023 Annual Meeting. He said without Mr. Peltz there, former executives including Mr. Iger, would be back at Disney.

On July 16, 2022, Mr. Peltz called Mr. Chapek to express his desire to join the Board. Mr. Peltz noted that he did not hold an investment in the Company. He said if he was added to the Board he would then make an investment in the Company. On the same day, Mr. Perlmutter and Mr. Peltz had an hour long conversation with Ms. Catz to advocate for Mr. Peltz to be added to the Board.

On July 18, 2022, Mr. Perlmutter called Horacio Gutierrez, Disney’s Senior Executive Vice President and General Counsel, to continue to advocate for Mr. Peltz to be added to the Board.

In August 2022, Dan Loeb, Chief Executive Officer and Chief Investment Officer of Third Point, contacted Mr. Chapek and Ms. McCarthy and noted that Third Point had recently reinvested in Disney and shared his views of the Company’s strategy. In addition to engagement on the elements of his thesis, Mr. Loeb also offered suggestions of potential independent director candidates for consideration. In early August, Mr. Peltz also contacted Ms. McCarthy several times to reiterate his desire to join the Board, also noting they had served together on the Procter & Gamble board. Third Point made its investment thesis public in mid-August and continued to engage with Mr. Chapek and Ms. McCarthy as to potential independent director candidates.

On August 29, 2022, at a special meeting of the Board called for this purpose, the Board discussed the various approaches from Mr. Peltz, Mr. Perlmutter and Mr. Loeb, the thesis put forward by Third Point, the lack of a thesis put forward by Mr. Peltz and the status of the Board’s ongoing refreshment process and independent director search, which included consideration of potential candidates to succeed Susan Arnold, the current Chairman of the Board, who would reach the 15-year term limit for non-management directors under Disney’s Board tenure policy at the 2023 Annual Meeting. The Board determined to continue discussions with Third Point regarding potential independent director candidates and other matters.

On September 21, 2022, Mr. Chapek, Ms. McCarthy and Alexia Quadrani, the Company’s Senior Vice President, Investor Relations, met with Mr. Loeb and other Third Point executives at their offices in New York City to discuss his investment thesis.

On September 28-29, 2022, the Board discussed the status of discussions with Third Point and the ongoing Board refreshment process including in respect of potential successors to Ms. Arnold as Chairman.

On September 29, 2022, the Company appointed Carolyn Everson as a director, and following a productive engagement process, entered into a support agreement with Third Point, pursuant to which, in consideration of the Company’s appointment of Ms. Everson as a director and her inclusion as a director nominee for the 2023 Annual Meeting, Third Point agreed to customary standstill, voting and other provisions through the 2024 Annual Meeting.

In October and November, members of the Board met numerous times to discuss governance and leadership matters, including concerns that had been emerging about Mr. Chapek’s leadership and strategic vision and whether he should continue as CEO, as well as succession candidates for the Chairman role. The Board had approached Mark Parker, a member of the Board for seven years and the current Executive Chairman of NIKE, to ask him to consider taking the Chairman role, and those discussions were ongoing as was consideration of other potential candidates from the Board. The Board viewed Mr. Parker as highly qualified for the role because of his business acumen and experience as CEO of NIKE, which is built around creative talent and a brand experience, as is Disney; his expertise gained from building a highly successful direct-to-consumer business; and his successful transition from CEO to Executive Chairman several years earlier.

On November 8, 2022, the Company conducted its full fiscal year and fourth quarter 2022 earnings call. Afterward, Mr. Peltz called Mr. Chapek to inform him that the Trian Group had acquired a position in the Company totaling approximately $500 million, with the intent of increasing this position to up to $1 billion. Mr. Peltz subsequently called Mr. Chapek and informed him that the Trian Group intended to nominate a slate of nominees at the 2023 Annual Meeting unless the Company agreed to add Mr. Peltz to the Board.

On November 10, 2022, Mr. Perlmutter again reached out to Ms. Catz, Mr. Chapek, Ms. McCarthy and Mr. Gutierrez to advocate for Mr. Peltz to be added to the Board.

Following the Company’s earnings call, Mr. Peltz invited Mr. Chapek to have lunch with him in Palm Beach, Florida. On November 12, 2022, Mr. Chapek met separately in Palm Beach with each of Mr. Peltz and Mr. Perlmutter, and they continued their discussions to encourage the addition of Mr. Peltz to the Board and again expressed support for Mr. Chapek.

In the post-earnings call time period, Mr. Peltz also had several conversations with Ms. McCarthy in which he repeated that if he was not added to the Board, he would run a proxy contest. Ms. McCarthy offered to meet with Mr. Peltz in New York City on November 28, 2022, along with Mr. Gutierrez, but Mr. Peltz was not available then and asked for November 23, 2022.

On November 17, 2022, at a special meeting of the Board called for this purpose, the Board met to discuss the ongoing approaches from Mr. Perlmutter and Mr. Peltz. The Board determined that to ensure that the Board was able to guide the discussions with Mr. Peltz, from that point forward, Ms. McCarthy and Mr. Gutierrez would be the designated points of contact with Mr. Peltz and should both be involved in any further conversations with him.

On November 20, 2022, the Board made the decision to terminate Mr. Chapek and appoint Bob Iger as the Company’s Chief Executive Officer and as a member of the Board. The Company announced these changes on the evening of November 20, and following such announcement, it became public in various news articles that Mr. Peltz had amassed a stake of over $800 million in the Company, was seeking a seat on the Board and, according to some news outlets¹, did not support Mr. Iger’s return as CEO.

On November 23, 2022, at Mr. Peltz’s request, Mr. Iger, Ms. McCarthy and Mr. Gutierrez had a video meeting with Mr. Peltz, his son Matthew Peltz (“Mr. M. Peltz”), and Brian Schorr of the Trian Group. Mr. Peltz reiterated the Trian Group’s intention to mount a

proxy contest if Mr. Peltz was not added to the Board. During the conversation, Mr. Iger and Ms. McCarthy inquired as to whether Mr. Peltz would be open to exploring a mutually acceptable independent director to add to the Board, and Mr. Peltz responded that he would only accept the addition of himself to the Board. Mr. Peltz did not provide any actionable ideas for Disney other than his Board candidacy. Mr. Iger told Mr. Peltz that this would ultimately be a Board decision and his request would be reviewed with the Board.

Following the conversation with Mr. Peltz, Mr. Gutierrez called Mr. Schorr to inform the Trian Group that there was a regularly scheduled meeting of the Board on November 30, 2022, and the Board would be discussing these matters. At such meeting, the Board discussed the engagement with Mr. Peltz and Mr. Perlmutter over the last five months and Mr. Peltz’s request to join the Board, concerns about introducing further disruption to Disney’s management team nine days into Mr. Iger’s return and the need to provide runway for Mr. Iger to address the challenges in the media business environment. The Board also focused on the fact that Mr. Peltz did not have relevant media or technology industry experience to offer that would further that key objective for the Company. The Board concluded not to offer Mr. Peltz a Board seat but to continue to explore whether there could be a mutually acceptable outcome as had been reached with Third Point. Mr. Gutierrez communicated the Board’s decision to Mr. Schorr.

On November 28, 2022, Mr. Iger held a “town hall” meeting with Disney employees where he articulated some of his key priorities, including re-organizing the Company to restore control, responsibility and accountability to the Company’s creative businesses; driving profitability in streaming; and reducing costs across the Company.

On December 1, 2022, a representative from the Trian Group delivered a letter to Mr. Gutierrez, informing Disney that the Trian Group intended to nominate Mr. Peltz (the “Trian Group Nominee”) for election as director to the Board at the 2023 Annual Meeting in opposition to the nominees recommended by the Board. The notice also purported to nominate Mr. M. Peltz as an alternate nominee for election as director to the Board at the 2023 Annual Meeting in the event that the Trian Group Nominee is unable (due to death, disability, ineligibility or otherwise) or becomes unwilling to serve as a director.

On December 15, 2022, a representative from the Trian Group sent Mr. Gutierrez a demand letter pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) requesting that the Trian Group be provided certain information regarding the Company’s shareholder base.

On December 20, 2022, Mr. Gutierrez and Mr. Schorr spoke twice regarding various matters. During their conversation, Mr. Schorr complained that Mr. Peltz had not been invited to present to the Board. Mr. Gutierrez responded that the Trian Group had not made a request to present to the Board, but now that they had he would canvass the Board to make an arrangement. Mr. Gutierrez subsequently advised Mr. Schorr that the Board would convene after the holidays for a special Board meeting on January 10, 2023, to meet with Mr. Peltz and hear his presentation.

Also on December 20, 2022, Mr. Peltz and Mr. Iger spoke. Mr. Peltz informed Mr. Iger that if he was not given a Board seat he intended to mount a proxy fight that would challenge Mr. Iger’s legacy.

On December 22, 2022, legal counsel for the Company sent a response to legal counsel for the Trian Group acknowledging receipt of the Trian Group’s demand pursuant to Section 220 of the DGCL and stating that the Company would comply with the requests in the demand letter once the Trian Group agreed to customary confidentiality and expense reimbursement arrangements.

On January 8, 2023, legal counsel for the Trian Group sent Mr. Gutierrez the materials that Mr. Peltz intended to present to the Board, which were transmitted to the Board.

On January 10, 2023, a joint meeting of the Board and the Governance and Nominating Committee was held for Mr. Peltz, Mr. M. Peltz and Ryan Bunch of the Trian Group to deliver a presentation regarding the Trian Group’s assessment of Disney. The Trian Group representatives were in Burbank at Disney’s corporate offices with Mr. Iger, Ms. McCarthy, Mr. Gutierrez and other members of the executive leadership team and the other members of the Board participated by video.

Mr. Peltz opened the presentation and reviewed his history and experience with Heinz, DuPont and Procter & Gamble, his negative view of the acquisition of 21^st Century Fox, and his overall assessment of Disney as underperforming under Mr. Iger’s leadership. Mr. M. Peltz then reviewed Disney’s financial performance under certain metrics that he asserted established Disney’s underperformance over Mr. Iger’s and the Board’s tenure. Mr. Bunch then reviewed certain corporate governance matters and provided observations on the Board’s decisions in such matters.

At the conclusion of the session, Mr. Peltz said he did not want to fire Mr. Iger but he did want to be in the Board room. Mr. Peltz re-iterated the Trian Group’s intention to initiate a proxy contest if Mr. Peltz was not added to the Board and that he wanted the Board’s answer by the next morning. Ms. Arnold thanked the Trian Group representatives for their presentation and said that the Board would discuss the content of their presentation and the request for Mr. Peltz to be added to the Board.

Following the departure of the Trian Group representatives, the Board (including all members of the Governance and Nominating Committee) discussed their presentation as well as Mr. Peltz’s candidacy, including in executive session with and without Mr. Iger present. After Mr. Iger left the meeting, the Governance and Nominating Committee and then the Board, by unanimous vote of all directors present, determined not to recommend Mr. Peltz and to instead recommend the Company’s existing directors as nominees to be included in the Board’s slate of director nominees for the 2023 Annual Meeting (other than Ms. Arnold who was ineligible to stand for re-election to the Board).

In deciding not to recommend Mr. Peltz, the directors considered a number of factors, including that despite months of engagement, Mr. Peltz had not, and the Trian Group representatives at the meeting had not, actually presented a single strategic idea for Disney, that their assessment of Disney seemed oblivious to the secular change that had been ongoing in the media industry, as well as the impact of the pandemic on each part of the Company’s business from production, to exhibition, to leisure travel. The Board also considered that Mr. Peltz’s experience, as recounted in his own presentation, was primarily in commodity consumer packaged goods businesses and not the media or technology sector nor any other industry that is driven by creative talent or creating unique customer experiences. The Board considered the many changes Mr. Iger was implementing, Mr. Iger’s deep knowledge of the media industry and track record of having transformed Disney through the acquisitions of Pixar, Marvel and Lucasfilm, the ongoing imperative to continue to realize the benefits of the Fox acquisition, whose prospects had been delayed by the pandemic impact, and concern about disruption to Mr. Iger and the management team at a crucial juncture for the Company if Mr. Peltz were added to the Board. Among the drivers for such concern was the combination of Mr. Peltz’s lack of media or technology industry experience coupled with his repeated focus in his presentation on successful approaches from businesses like Heinz, Procter & Gamble and DuPont which have little in common with Disney. In determining to recommend the nominees in the Board’s slate, the Board considered, among other factors, the ability of the prospective nominees to represent the interests of the shareholders of the Company, the extent to which the prospective nominees contribute to the range of talent, skill and expertise appropriate for the Board and the extent to which the prospective nominees help the Board reflect the diversity of the Company’s shareholders, employees, customers and guests and the communities in which it operates.

On January 11, 2023, Ms. Arnold and Mr. Gutierrez called Mr. Peltz to thank him again for his time and that of Mr. M. Peltz and Mr. Bunch the previous day and express that although the Board did not agree with his data sets utilized to assess Disney’s financial performance or his perspective on the Company, the Board wanted to find a path for constructive engagement that would avert a proxy contest. Ms. Arnold noted that Mr. Iger had only returned to the Company as Chief Executive Officer seven weeks earlier, there were significant changes occurring at the Company and that the Board believed the management team under Mr. Iger’s leadership should be afforded time to execute and was concerned about disrupting management from the task ahead with the addition of Mr. Peltz as a director at this time. Ms. Arnold said that in the hope of reaching a compromise, the Company would be prepared to enter into an agreement with Mr. Peltz that would offer him the opportunity to receive nonpublic information and meet with management and the Board quarterly to discuss strategy and other issues so that they could establish some mutual understanding about the Company’s business and strategy. Ms. Arnold noted such an arrangement had been successful between the investment firm ValueAct and a large public company she identified to Mr. Peltz. Ms. Arnold said each party could reassess the arrangement prior to the opening of the director nomination window for the 2024 Annual Meeting, at which time the Trian Group would be free to choose instead to mount a proxy contest. There was no reference or offer of a board observer seat and the word observer was never uttered by Ms. Arnold or Mr. Gutierrez. Mr. Peltz rejected this offer and said he would not be muzzled and that the Trian Group would be proceeding to a proxy contest immediately.

On January 11, 2023, the Company issued a press release announcing receipt of the Trian Group’s nomination and the Board’s recommendation that shareholders vote for the Company’s slate of director nominees. The press release also announced that Mark Parker would succeed Ms. Arnold as Chairman of the Board following the 2023 Annual Meeting. The Trian Group also issued a press release announcing the nomination of the Trian Group Nominee to the Board.

Corporate Governance and Board Matters

Corporate Governance Documents

The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Guidelines address, among other things, the composition and functions of the Board, Director independence, stock ownership by and compensation of Directors, management succession and review, Board leadership, Board committees and selection of new Directors.

The Company has Standards of Business Conduct, which are applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. The Board has a separate Code of Business Conduct and Ethics for Directors, which contains provisions specifically applicable to Directors.

Each standing committee of the Board is governed by a charter adopted by the Board.

The Corporate Governance Guidelines, the Standards of Business Conduct, the Code of Business Conduct and Ethics for Directors and each of the Audit, Compensation and Governance and Nominating Committee charters are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary. If the Company amends or waives the Code of Business Conduct and Ethics for Directors or the Standards of Business Conduct with respect to the principal executive officer, principal financial officer or principal accounting officer, it will post the amendment or waiver at the same location on its website.

The Board of Directors

The Board’s nominees for the Board are set forth below under the section titled “Corporate Governance and Board Matters — The Board of Directors — Director Nominees.” In fiscal 2022, the Board met 11 times and each then-serving Director attended at least 75% of the meetings of the Board and committees on which such Director served that occurred while such Director served on the Board or the committees. All then-serving Directors attended the Company’s 2022 Annual Meeting. Under the Company’s Corporate Governance Guidelines, each Director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of such Director’s duties, including by attending meetings of the shareholders of the Company and meetings of the Board and committees of which such Director is a member.

Director Skills and Experience Matrix

Each of the Board’s Director nominees possesses core competencies that contribute to their service on the Disney board. In addition to those qualifications, our Director nominees collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives. The following table summarizes the key skills and experiences of each Director nominee that your Board considered important in its decision to nominate or re-nominate that individual to your Board. Further details about each Director nominee’s qualifications are set forth in their individual biographies.

Director Nominees