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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
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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 Company’s
management, the Company’s advisors and representatives of the Trian
Group and their advisors relating to the Trian Group’s
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
Company’s 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
Company’s 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, Disney’s
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 Company’s
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 Board’s 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 Disney’s 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 Company’s 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 Company’s appointment of Ms. Everson
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The Walt Disney Company | Notice of 2023 Annual Meeting and Proxy Statement |
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