falseWALT DISNEY CO/000174448900017444892023-04-182023-04-18

________________________________________________________________________
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): April 18, 2023
The Walt Disney Company
(Exact name of registrant as specified in its charter)
Delaware001-3884283-0940635
(State or other jurisdiction (Commission File Number)(IRS Employer
of incorporation)Identification No.)
 
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueDISNew 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).
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 April 18, 2023, The Walt Disney Company (the “Company”) and Kristina K. Schake, the Company’s Senior Executive Vice President & Chief Communications Officer, entered into an amendment to the employment agreement by and between the Company and Ms. Schake, dated June 29, 2022 (the “Amendment”) in connection with an increase in her responsibilities.

Pursuant to the Amendment, the Company and Ms. Schake agreed to extend the term of Ms. Schake’s employment agreement with the Company from June 29, 2025 to June 29, 2026. The Amendment also increased Ms. Schake’s annual base salary to $780,000, with such increase calculated to commence as of April 9, 2023 and with future increases at the Company’s discretion, increased her target bonus award value to 150% of base salary and increased her target long-term equity incentive annual award value to 350% of base salary.

A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit
Number
Description
10.1
104Cover 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.
 
 The Walt Disney Company
By: /s/ Jolene E. Negre
 Jolene E. Negre
 Associate General Counsel and Secretary
Dated: April 20, 2023


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