Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
24 Januar 2023 - 09:33PM
Edgar (US Regulatory)
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by
the Registrant o
Filed by a
Party other than the Registrant x
Check the appropriate box:
|
o |
Preliminary Proxy Statement |
|
o |
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
|
o |
Definitive Proxy Statement |
|
o |
Definitive Additional Materials |
|
x |
Soliciting Material Under Rule 14a-12 |
The Walt Disney Company
(Name of Registrant as Specified in Its Charter)
Trian Fund Management, L.P.
Trian Fund Management GP, LLC
Trian Partners, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian Partners Strategic Fund-G II, L.P.
Trian Partners Strategic Fund-G III, L.P.
Trian Partners Strategic Fund-K, L.P.
Trian Partners Co-Investment Opportunities Fund, Ltd.
Nelson Peltz
Peter W. May
Edward P. Garden
Matthew Peltz
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check all boxes that apply):
|
x |
No fee required. |
|
|
|
|
o |
Fee paid previously with preliminary materials. |
|
o |
Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a6(i)(1) and 0-11. |
In response to inquiries from shareholders of The Walt Disney
Company (“Disney” or the “Company”) relating to the involvement of
Trian Fund Management, L.P. (“Trian”) with Disney, representatives
of Trian have responded, and may in the future respond, with the
following statement or substantially similar statements (the
“Response”) from time to time:
Thank you for reaching out. To learn more information about how we
want to Restore the Magic, please
visit www.RestoretheMagic.com. For more information about how
to vote for Nelson Peltz, please reach out to Okapi Partners at
(877) 629-6357 or info@okapipartners.com.
From time to time, Trian or its fellow participants in the proxy
solicitation may also publish the Response on various other social
media channels relating to The Walt Disney Company, as well as its
website, www.RestoretheMagic.com.
Important Information
Trian, together with certain other affiliates who are expected to
be participants (the “Participants”) in solicitation of
shareholders of the Company in connection with its 2023 annual
meeting of shareholders (the “2023 Annual Meeting”), intend to file
a definitive proxy statement and accompanying proxy card with the
Securities and Exchange Commission (the “SEC”) in anticipation of
such solicitation. Shareholders are advised to read the definitive
proxy statement and any other documents related to the 2023 Annual
Meeting when they become available because they will contain
important information.
Information about the Participants and a description of their
direct or indirect interests by security holdings is contained in
the preliminary proxy statement filed by the Participants with the
SEC on January 12, 2023. This document is available free of charge
on the SEC website. The definitive proxy statement, when filed, and
other relevant documents, will also be available on
www.RestoreTheMagic.com and the SEC website, free of charge, and by
directing a request to Trian’s proxy solicitor, Okapi Partners LLC,
1212 Avenue of the Americas, 17th Floor New York, New York 10036
(Shareholders can call toll-free: +1 (877) 629-6357).
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