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falseWALT DISNEY CO/000174448900017444892023-12-212023-12-21

________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 21, 2023
The Walt Disney Company
(Exact name of registrant as specified in its charter)
Delaware 001-38842 83-0940635
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
 
500 South Buena Vista Street
Burbank, California 91521
(Address of Principal Executive Offices and Zip Code)

(818) 560-1000
(Registrant’s telephone number, including area code)

Not applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value DIS New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

________________________________________________________________________


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 21, 2023, a subsidiary of The Walt Disney Company (the “Company”) and Horacio E. Gutierrez, the Company’s Senior Executive Vice President, General Counsel and Chief Compliance Officer, entered into an amendment (the “Amendment”) to Mr. Gutierrez’s employment agreement.

Pursuant to the Amendment, the term of Mr. Gutierrez’s employment agreement was extended to December 31, 2026; Mr. Gutierrez’s title was changed to Senior Executive Vice President, Chief Legal and Compliance Officer of the Company; and it was agreed that he will continue to report solely and directly to the Chief Executive Officer of the Company. The Amendment also increased Mr. Gutierrez’s annual base salary to $1,500,000, effective on January 1, 2024, with future increases at the Company’s discretion, and increased his target long-term equity incentive annual award value to 600% of his base salary, commencing with the Company’s current fiscal year. Mr. Gutierrez’s target bonus award value as a percentage of his base salary was unchanged.

A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit
Number		 Description
10.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  The Walt Disney Company
By:   /s/ Jolene E. Negre
  Jolene E. Negre
  Associate General Counsel and Secretary
Dated: December 22, 2023


EX-10.1 2 fy2024_q1xxclcoextensionxe.htm EXHIBIT 10.1 Document

Exhibit 10.1
DISNEY CORPORATE SERVICES CO., LLC
500 South Buena Vista Street
Burbank, California 91521



December 21, 2023

Mr. Horacio E. Gutierrez
Senior Executive Vice President,
General Counsel and Chief Compliance Officer
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521

RE: Amendment to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E. Gutierrez, as amended (the “Employment Agreement”); and to that certain Indemnification Agreement, dated as of December 21, 2021, by and between The Walt Disney Company and Horacio E. Gutierrez, as amended (the “Indemnification Agreement”)

Dear Mr. Gutierrez:
This letter agreement will confirm that the Employment Agreement is hereby amended as follows, effective on the date hereof.
1.The first sentence of Paragraph 1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

Upon the terms and subject to the conditions of this Agreement, the Company hereby employs Executive, and Executive hereby accepts employment by the Company, for the period commencing as of February 1, 2022 (the “Commencement Date”) and ending on December 31, 2026 (or such earlier date as shall be determined pursuant to Paragraph 5).
2.The first two sentences of Paragraph 2 of the Employment Agreement are hereby deleted in their entirety and replaced with the following:
During the Employment Period, Executive shall serve as Senior Executive Vice President, Chief Legal and Compliance Officer, The Walt Disney Company, and in such other positions with the Company and its subsidiaries consistent with Executive’s position as Senior Executive Vice President, Chief Legal and Compliance Officer as the Company reasonably may assign. In such capacity, Executive shall report solely and directly to the Chief Executive Officer of the Company.



3.The first two sentences of Paragraph 3(a) of the Employment Agreement are hereby deleted in their entirety and replaced with the following:
Effective on January 1, 2024, Executive shall receive an annual base salary of $1,500,000. Subsequent salary amounts shall be determined by the Company in its sole discretion; provided, however, that none of such subsequent annualized salaries shall be less than $1,500,000.

4.The second sentence of Paragraph 3(c) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
Commencing with Company’s 2024 fiscal year, Executive shall receive an annual award with a target accounting award value (which value shall be as determined in accordance with the policies and practices generally applicable to the most senior executives of Company) of six hundred percent (600%) of Executive’s Base Salary as expected to be in effect at the end of such fiscal year; it being understood that the form of the award shall be determined by the Compensation Committee and such form shall be subject to the terms of the applicable plan or plans of the Company.
5.The definition of “Scheduled Expiration Date” in Paragraph 5(e) of the Employment Agreement is hereby deleted and replaced with the following:

“Scheduled Expiration Date” means December 31, 2026.
6.References to “Senior Executive Vice President, General Counsel and Chief Compliance Officer, The Walt Disney Company” in the definition of “Termination for Good Reason” in Paragraph 5(e) of the Employment Agreement are hereby deleted and replaced with “Senior Executive Vice President, Chief Legal and Compliance Officer, The Walt Disney Company.”
7.The reference to “Senior Executive Vice President, General Counsel and Chief Compliance Officer, The Walt Disney Company” in the third paragraph of the Indemnification Agreement is hereby deleted and replaced with “Senior Executive Vice President, Chief Legal and Compliance Officer, The Walt Disney Company.”







[THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK.]


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As amended hereby, the Employment Agreement and the Indemnification Agreement shall continue in full force and effect in accordance with their terms.
If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.
Very truly yours,
DISNEY CORPORATE SERVICES CO., LLC
By:       /s/ Sonia Coleman
Title:    Authorized Signatory
Date:    December 21, 2023

ACCEPTED AND AGREED TO:
     /s/ Horacio Gutierrez
Horacio Gutierrez
Date:    December 21, 2023
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