Current Report Filing (8-k)
28 Juni 2022 - 10:47PM
Edgar (US Regulatory)
falseWALT DISNEY
CO/000174448900017444892022-06-282022-06-28
________________________________________________________________________
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):
June 28, 2022
The Walt Disney Company
(Exact name of registrant as specified in its charter)
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Delaware |
001-38842 |
83-0940635 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of incorporation) |
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Identification No.) |
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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:
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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)) |
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 |
Common Stock, $0.01 par value |
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DIS |
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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).
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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 June 28, 2022, the Board of Directors of The Walt Disney Company
(the “Company”) and Robert A. Chapek, the Company’s Chief Executive
Officer, agreed to extend the term of Mr. Chapek’s employment
agreement with the Company to three years, beginning from July 1,
2022. The employment agreement will be amended to provide that Mr.
Chapek will be granted a long-term incentive award having a target
value of not less than $20 million annually. The proportion of his
long-term incentive award comprised of performance-based restricted
stock units will be increased to 60%. These awards do not guarantee
Mr. Chapek any minimum amount of compensation. The actual amounts
payable to Mr. Chapek in respect of such opportunities will be
determined based on the extent to which any performance conditions
and/or service conditions applicable to such awards are satisfied
and on the value of the Company’s stock. Accordingly, Mr. Chapek
may receive compensation in respect of any such award that is
greater or less than the stated target value, depending on whether,
and to what extent, the applicable performance and other conditions
are satisfied, and on the value of the Company’s stock. No
agreement has been made to amend any other terms of Mr. Chapek’s
existing employment agreement, including his base
salary.
A copy of the press release issued by the Company on June 28, 2022
is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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Description |
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99.1 |
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104 |
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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.
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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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Jolene E. Negre |
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Associate General Counsel and Assistant Secretary |
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Dated: June 28, 2022
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