The Walt Disney Company

04/17/2024 | Press release | Distributed by Public on 04/17/2024 15:23

Amendment to Current Report - Form 8-K/A



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 17, 2024 (April 3, 2024)

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, California91521
(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. ☐




Explanatory Note

This Current Report on Form 8-K/A is being filed by The Walt Disney Company (the "Company") as an amendment (the "Amendment") to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on April 9, 2024 (the "Original Form 8-K") to announce the preliminary results of the Company's 2024 Annual Meeting of Shareholders held on April 3, 2024 (the "Annual Meeting"). This Amendment is being filed to disclose the final, certified voting results reported by First Coast Results, Inc., the independent Inspector of Election for the Annual Meeting (the "Inspector of Election"). Pursuant to Instruction 1 to Item 5.07 of Form 8-K, this Amendment is being filed solely to disclose the final voting results that had not been determined at the time of the filing of the Original Form 8-K and, except for as set forth herein, this Amendment does not modify or update any other disclosure contained in the Original Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.
(a-b) The final results of voting received from the Inspector of Election on each of the matters submitted to a vote of security holders during the Annual Meeting are as follows.

1.
Election of Directors:
For
Withhold
Company's Board of Director Nominees
Mary T. Barra
1,107,134,930
84,328,145
Safra A. Catz
1,115,167,223
76,248,106
Amy L. Chang
1,148,348,862
43,098,849
D. Jeremy Darroch
1,147,893,579
43,511,230
Carolyn N. Everson
1,108,546,931
82,870,427
Michael B.G. Froman
1,041,407,854
150,327,335
James P. Gorman
1,160,950,477
30,438,562
Robert A. Iger
1,118,465,241
73,022,334
Maria Elena Lagomasino
749,857,222
441,873,001
Calvin R. McDonald
1,111,262,043
80,118,980
Mark G. Parker
1,043,810,632
147,566,117
Derica W. Rice
1,088,315,396
103,062,269
Trian Group's Nominees
Nelson Peltz
370,974,890
819,744,149
James A. Rasulo
141,546,437
1,049,145,182
Blackwells Group's Nominees
Craig Hatkoff
24,418,048
1,166,185,972
Jessica Schell
25,164,966
1,165,449,628
Leah Solivan
24,318,797
1,166,261,970
Based on the final results of voting received from the Inspector of Election, the twelve directors elected at the Annual Meeting are Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker and Derica W. Rice.



For
Against
Abstentions
2.
Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2024
1,204,328,019
50,937,775
11,031,065

The proposal was approved based on the final results of voting.
For
Against
Abstentions
Broker
Non-Votes
3.
Advisory vote to approve executive compensation
935,945,648
239,630,042
18,307,839
72,413,330

The proposal was approved based on the final results of voting.

For
Against
Abstentions
Broker
Non-Votes
4.
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
1,045,071,194
82,784,581
66,027,463
72,413,621

The proposal was approved based on the final results of voting.
For
Against
Abstentions
Broker
Non-Votes
5.
Shareholder proposal requesting the Company's Board of Directors (the "Board") seek shareholder approval for Section 16 officers' termination payments
95,410,173
1,065,617,327
32,856,460
72,412,899

The proposal did not obtain approval based on the final results of voting.
For
Against
Abstentions
Broker
Non-Votes
6.
Shareholder proposal requesting a report on political expenditures
296,303,157
864,285,701
33,295,114
72,412,887

The proposal did not obtain approval based on the final results of voting.
For
Against
Abstentions
Broker
Non-Votes
7.
Shareholder proposal requesting a report on gender transitioning compensation and benefits
27,588,868
1,120,319,612
23,591,962
94,796,417

The proposal did not obtain approval based on the final results of voting.
For
Against
Abstentions
Broker
Non-Votes
8.
Shareholder proposal requesting publication of recipients of charitable contributions
50,634,036
1,097,491,879
24,374,530
93,796,414

The proposal did not obtain approval based on the final results of voting.



For
Against
Abstentions
Broker
Non-Votes
9.
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
350,371,813
826,599,931
16,912,226
72,412,889

The proposal did not obtain approval based on the final results of voting.
For
Against
Abstentions
Broker
Non-Votes
10.
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
33,080,217
1,145,255,927
15,547,554
72,413,161

The proposal did not obtain approval based on the final results of voting.

No other matters were properly presented for consideration or shareholder action at the Annual Meeting.


Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant 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
Name: Jolene E. Negre
Title:
Associate General Counsel and Secretary
Dated: April 17, 2024