Disney Files 8-K on Officer Departures & Director Elections
Ticker: DIS · Form: 8-K · Filed: Apr 9, 2024 · CIK: 1744489
| Field | Detail |
|---|---|
| Company | Walt Disney CO (DIS) |
| Form Type | 8-K |
| Filed Date | Apr 9, 2024 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: officer-departure, director-election, governance, filing
Related Tickers: DIS
TL;DR
Disney's 8-K drops: exec changes, director elections, and shareholder votes are on the table.
AI Summary
The Walt Disney Company filed an 8-K on April 9, 2024, reporting on the departure of certain officers, election of directors, and compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits. Specific details regarding the individuals involved, the nature of the compensatory arrangements, and the matters voted upon are not explicitly detailed in the provided text but are indicated as being part of the filing.
Why It Matters
This filing provides insight into changes in Disney's leadership and governance, which can impact strategic direction and shareholder confidence.
Risk Assessment
Risk Level: medium — Changes in executive officers and board composition can signal shifts in company strategy or internal dynamics, warranting investor attention.
Key Numbers
- 001-38842 — SEC File Number (Identifies the company's filing with the SEC.)
- 83-0940635 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- The Walt Disney Company (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- 500 South Buena Vista Street (address) — Principal executive office address
- Burbank (city) — Principal executive office city
- 91521 (zip_code) — Principal executive office zip code
FAQ
What specific officer positions were affected by departures?
The filing indicates the departure of certain officers, but the specific positions are not detailed in the provided text.
Who were the newly elected directors?
The filing mentions the election of directors, but the names of the elected individuals are not specified in the provided text.
What were the key compensatory arrangements discussed?
The filing notes discussions of compensatory arrangements for certain officers, but the specifics are not elaborated upon in the provided text.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.
When was the earliest event reported in this 8-K?
The earliest event reported in this 8-K was on April 9, 2024.
Filing Stats: 1,370 words · 5 min read · ~5 pages · Grade level 10.6 · Accepted 2024-04-09 16:44:39
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value DIS New York Stock Exchan
Filing Documents
- form8-k.htm (8-K) — 87KB
- 0000950157-24-000595.txt ( ) — 224KB
- dis-20240409.xsd (EX-101.SCH) — 4KB
- dis-20240409_lab.xml (EX-101.LAB) — 22KB
- dis-20240409_pre.xml (EX-101.PRE) — 16KB
- form8-k_htm.xml (XML) — 4KB
07 Submission of Matters to a Vote of Security Holdings
Item 5.07 Submission of Matters to a Vote of Security Holdings. Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, and the estimated preliminary voting results reported by the Company's proxy solicitor, Innisfree M&A Incorporated ("Innisfree"), based on the information available to Innisfree. These results do not include (i) shares voted on the blue proxy card distributed by Trian Fund Management, L.P. and certain of its affiliates (collectively, the "Trian Group") outside of the system maintained by Broadridge Financial Solutions, Inc. ("Broadridge") or (ii) shares voted on the green proxy card distributed by Blackwells Onshore I LLC and certain of its affiliates (collectively, the "Blackwells Group") outside of the system maintained by Broadridge. In addition to being incomplete for the reasons described herein, these results are preliminary estimates only and are subject to change based on the certification of the voting results by the independent Inspector of Election, First Coast Results, Inc. ("First Coast"). The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after receiving First Coast's final certified report. As of the record date of February 5, 2024, there were 1,834,328,817 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. Of the record date shares, 1,264,795,371 shares of common stock, or 68.95%, were represented at the Annual Meeting. 1. Election of Directors: For Withhold Company's Board of Director Nominees Mary T. Barra 1,107,177,381 83,150,732 Safra A. Catz 1,115,731,749 74,564,259 Amy L. Chang 1,148,273,116 42,045,421 D. Jeremy Darroch 1,148,318,045 41,975,816 Carolyn N. Everson 1,108,561,414 81,735,537 Michael B.G. Froman 1,041,678,945 148,647,978 James P. Gorman 1,160,913,669 29,381,691 Robert A. Iger 1,118,352,501 72,002,255 Maria Elena Lagomas
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amended and Restated 2011 Stock Incentive Plan (Annex A to Proxy Statement of registrant filed February 1, 2024) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant 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 Name: Jolene E. Negre Title: Associate General Counsel and Secretary Date: April 9, 2024