Walt Disney Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders (Amendment)
$DIS
Services-Misc. Amusement & Recreation
Consumer Discretionary
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 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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(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:
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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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Securities registered pursuant to Section 12(b) of the Act:
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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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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).
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Emerging growth company
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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.
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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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1,107,134,930
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84,328,145
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Safra A. Catz
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1,115,167,223
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76,248,106
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Amy L. Chang
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1,148,348,862
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43,098,849
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D. Jeremy Darroch
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1,147,893,579
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43,511,230
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Carolyn N. Everson
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1,108,546,931
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82,870,427
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Michael B.G. Froman
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1,041,407,854
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150,327,335
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James P. Gorman
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1,160,950,477
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30,438,562
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Robert A. Iger
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1,118,465,241
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73,022,334
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Maria Elena Lagomasino
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749,857,222
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441,873,001
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Calvin R. McDonald
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1,111,262,043
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80,118,980
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Mark G. Parker
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1,043,810,632
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147,566,117
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Derica W. Rice
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1,088,315,396
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103,062,269
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Trian Group’s Nominees
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Nelson Peltz
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370,974,890
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819,744,149
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James A. Rasulo
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141,546,437
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1,049,145,182
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Blackwells Group’s Nominees
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Craig Hatkoff
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24,418,048
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1,166,185,972
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Jessica Schell
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25,164,966
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1,165,449,628
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Leah Solivan
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24,318,797
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1,166,261,970
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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.
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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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1,204,328,019
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50,937,775
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11,031,065
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The proposal was approved based on the final results of voting.
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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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935,945,648
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239,630,042
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18,307,839
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72,413,330
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The proposal was approved based on the final results of voting.
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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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1,045,071,194
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82,784,581
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66,027,463
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72,413,621
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The proposal was approved based on the final results of voting.
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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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95,410,173
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1,065,617,327
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32,856,460
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72,412,899
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The proposal did not obtain approval based on the final results of voting.
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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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296,303,157
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864,285,701
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33,295,114
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72,412,887
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The proposal did not obtain approval based on the final results of voting.
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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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27,588,868
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1,120,319,612
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23,591,962
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94,796,417
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The proposal did not obtain approval based on the final results of voting.
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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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50,634,036
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1,097,491,879
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24,374,530
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93,796,414
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The proposal did not obtain approval based on the final results of voting.
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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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350,371,813
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826,599,931
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16,912,226
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72,412,889
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The proposal did not obtain approval based on the final results of voting.
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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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33,080,217
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1,145,255,927
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15,547,554
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72,413,161
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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 | ||||
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By:
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/s/ Jolene E. Negre | ||
| Name: | Jolene E. Negre | |||
| Title: |
Associate General Counsel and Secretary
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Dated: April 17, 2024