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Proxy
Summary |
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Background
to the Solicitation |
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Corporate Governance and Board
Matters |
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Director
Compensation |
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Executive
Compensation |
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Audit-Related
Matters |
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Items to Be
Voted On |
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Information
About Voting |
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Certain
Relationships and
Related Person Transactions |
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Other
Information |
Background to the Solicitation
The summary below details the significant contacts between
the Company and the Trian Group beginning in July 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 Companys management, the Companys
advisors and representatives of the Trian Group and their advisors relating to the Trian Groups solicitation.
On July 11, 2022, Nelson Peltz, the Chief
Executive Officer of Trian Management, met Bob Chapek, then the Chief Executive Officer of the Company, over lunch at the Disney Hotel New York The Art of Marvel at Disneyland Paris.
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, 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 Mr. Chapek and Christine McCarthy, the Companys 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 Companys 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, Disneys 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 Companys 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 Boards
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
Disneys 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 Companys 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 Companys appointment of Ms. Everson
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The Walt Disney Company | Notice of 2023 Annual Meeting and Proxy Statement |
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