Delaware |
001-38842 |
83-0940635 |
(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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500 South Buena Vista Street Burbank, California 91521
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(Address of Principal Executive Offices and Zip Code)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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||
Common Stock, $0.01 par value
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DIS
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New York Stock Exchange
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1.
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Election of Directors:
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For
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Withhold
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|||||
Company’s Board of Director Nominees
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||||||||
Mary T. Barra
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1,107,177,381
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83,150,732
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||||||
Safra A. Catz
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1,115,731,749
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74,564,259
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||||||
Amy L. Chang
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1,148,273,116
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42,045,421
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||||||
D. Jeremy Darroch
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1,148,318,045
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41,975,816
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||||||
Carolyn N. Everson
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1,108,561,414
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81,735,537
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||||||
Michael B.G. Froman
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1,041,678,945
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148,647,978
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||||||
James P. Gorman
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1,160,913,669
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29,381,691
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||||||
Robert A. Iger
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1,118,352,501
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72,002,255
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||||||
Maria Elena Lagomasino
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748,599,867
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441,719,526
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||||||
Calvin R. McDonald
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1,111,300,256
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78,990,932
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||||||
Mark G. Parker
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1,043,850,777
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146,523,573
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||||||
Derica W. Rice
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1,088,245,081
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102,055,853
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||||||
Trian Group’s Nominees
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||||||||
Nelson Peltz
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369,785,247
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819,457,227
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||||||
James A. Rasulo
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139,032,866
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1,050,190,919
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Blackwells Group’s Nominees
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||||||||
Craig Hatkoff
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23,781,511
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1,165,409,725
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||||||
Jessica Schell
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24,587,900
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1,164,617,574
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||||||
Leah Solivan
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23,771,394
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1,165,411,209
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For
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Against
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Abstentions
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|||||||||
2.
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Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2024
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1,203,079,593
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50,735,047
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10,980,730
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For
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Against
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Abstentions
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Broker
Non-Votes
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||||||||
3.
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Advisory vote to approve executive compensation
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936,125,990
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238,017,908
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18,222,722
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72,428,751
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For
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Against
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Abstentions
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Broker
Non-Votes
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||||||||
4.
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Approval of an amendment and restatement of the Company’s Amended and Restated 2011 Stock Incentive Plan to increase the number of shares
authorized for issuance.
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1,044,987,253
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82,495,331
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64,959,557
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72,353,230
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For
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Against
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Abstentions
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Broker
Non-Votes
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||||||||
5.
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Shareholder proposal requesting the Company’s Board of Directors (the “Board”) seek shareholder approval for Section 16 officers’ termination
payments
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92,542,914
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1,068,103,461
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31,720,669
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72,428,326
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For
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Against
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Abstentions
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Broker
Non-Votes
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||||||||
6.
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Shareholder proposal requesting a report on political expenditures
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295,457,586
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864,692,828
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32,216,651
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72,428,305
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For
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Against
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Abstentions
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Broker
Non-Votes
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||||||||
7.
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Shareholder proposal requesting a report on gender transitioning compensation and benefits
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27,123,798
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1,120,572,407
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23,608,220
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93,490,946
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For
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Against
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Abstentions
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Broker
Non-Votes
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||||||||
8.
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Shareholder proposal requesting publication of recipients of charitable contributions
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49,926,307
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1,097,959,706
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23,418,412
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93,490,946
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For
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Against
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Abstentions
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Broker
Non-Votes
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||||||||
9.
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The Trian Group proposal to repeal each provision or amendment of the Company’s Bylaws that has been adopted by the Board (and not the
shareholders of the Company) since November 30, 2023
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349,505,427
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826,173,481
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16,688,154
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72,428,308
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For
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Against
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Abstentions
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Broker
Non-Votes
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||||||||
10.
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The Blackwells Group proposal for an advisory vote to cause the Board to increase its size by the number of nominees recommended by the Board at
the Annual Meeting that fail to be elected, if any, for failure to receive more votes than a Trian Group Nominee or a Blackwells Group Nominee, and to appoint any and all such nominees recommended by the Board to fill the newly created
corresponding vacancies
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32,768,408
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1,144,184,992
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15,413,665
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72,428,306
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Exhibit
Number
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|
Description
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||
104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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The Walt Disney Company
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||||
By:
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/s/ Jolene E. Negre
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|||
Name:
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Jolene E. Negre
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|||
Title:
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Associate General Counsel and Secretary
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