Walt Disney CO DEF 14A Filing

Ticker: DIS · Form: DEF 14A · Filed: Jan 23, 2025 · CIK: 1744489

Sentiment: neutral

Filing Stats: 4,362 words · 17 min read · ~15 pages · Grade level 16.9 · Accepted 2025-01-23 16:18:10

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 35 Letter from the Compensation Committee 35 Compensation Discussion and Analysis 36 Fiscal 2024 Named Executive Officers ("NEOs") 36 Our Executive Compensation Guiding Principles 36 Fiscal 2024 Performance Highlights 37 Fiscal 2024 Compensation Practices 37

Executive Compensation Program Overview

Executive Compensation Program Overview 38

Executive Compensation Decision Making

Executive Compensation Decision Making 42 Fiscal 2024 Compensation Decisions 43 Forward Looking to Fiscal 2025 52 Other Compensation Information 54 Compensation Committee Report 56 Compensation Tables 57 Pay Ratio 74 Pay Versus Perform a nce 75 AUDIT-RELATED MATTERS 79 Audit Committee Report 79 Auditor Fees and Services 80 Policy for Approval of Audit and Permitted Non- Audit Services 80 ITEMS TO BE VOTED ON 81 Proposal 1 - Election of Directors 81 Proposal 2 - Ratification of Appointment of Independent Registered Public Accountants 82 Proposal 3 - Advisory Vote on Executive Compensation 83 Shareholder Proposals 84 Other Matters 90 INFORMATION ABOUT VOTING 91 Shares Outstanding 91 Attendance at the Meeting 91 Voting 92 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 94 OTHER INFORMATION 95 Stock Ownership 95 Delinquent Section 16(a) Reports 96 Electronic Availability of Proxy Statement and Annual Report 96 Mailings to Multiple Shareholders at the Same Address 97 Proxy Solicitation Costs 97 Shareholder Communications 97 The Walt Disney Company (500 South Buena Vista Street, Burbank, CA 91521) is providing you with this proxy statement relating to its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). The Company expects to commence mailing of its proxy materials to shareholders on or about January 23, 2025. References to the "Company," "Disney," "we" or "our" in this proxy statement refer collectively to The Walt Disney Company and the subsidiaries through which our various businesses are actually conducted. The Company's website and social media feeds and the information contained or linked therein or otherwise connected thereto are not part of or incorporated by reference into this proxy statement, regardless of any reference to such website or social media feeds in this proxy statement. Proxy Summary This summary highlights certain information in this proxy

Executive Compensation

Executive Compensation Audit-Related Matters Items to Be Voted On Information About Voting Certain Relationships and Related Person Transactions Other Information Fiscal 2024 Overview This past fiscal year demonstrated the success of our strategic efforts to prepare our Company for the future. We believe we positioned the Company for continued growth through the investments we are making across our key businesses. We achieved a number of milestones, both financially and creatively, all of which illustrate the progress we have made to support our strategic priorities. Looking to the future, we believe we are well positioned to continue to advance our long-term strategy, bolstered by the strength of our entertainment assets. Fiscal 2024 Highlights $7.6 B INCOME BEFORE INCOME TAXES INCREASED 59% YEAR OVER YEAR $14.0 B CASH PROVIDED BY OPERATIONS INCREASED 42% YEAR OVER YEAR Business Highlights and Performance Entertainment Sports Experiences Achieved profitability in our Entertainment DTC business ____________________________________ Generated strong box office performance, driven by Inside Out 2 , highest grossing animated film of all time ($1.7B in global box office), and Deadpool & Wolverine , highest R-rated film of all time ($1.3B in global box office) ____________________________________ Creative excellence continued with an industry-leading 20 Academy Award nominations and a record-breaking 60 Emmy Awards Delivered full year Domestic ESPN 1 Revenue and Operating Income growth in fiscal 2022, 2023 and 2024 1 Domestic ESPN includes seven ESPN branded television channels, ESPN on ABC and the ESPN+ DTC service ____________________________________ Continued to expand reach by delivering ESPN's most watched Primetime since fiscal 2006 1 , and, across ESPN Digital, YouTube and social, ESPN reached 70% of the 18+ U.S. Internet Audience 2 1 Per Nielsen 2 Internet Audience data in September 2024, per Comscore ___________________________

Executive Compensation

Executive Compensation Audit-Related Matters Items to Be Voted On Information About Voting Certain Relationships and Related Person Transactions Other Information Board of Directors Highlights Director Nominees The Board of Directors of The Walt Disney Company (the Board'') has nominated a slate composed of ten talented Directors with skill sets, experiences and professional backgrounds representing a diversity of perspectives and characteristics that are particularly relevant to Disney's business and strategic objectives, as reflected in their biographies in the section titled "Corporate Governance and Board Matters — The Board of Directors — Director Nominees." BOARD STANDING COMMITTEES NAME PRIMARY OCCUPATION AGE DIRECTOR SINCE AUDIT GOVERNANCE & NOMINATING COMPENSATION EXECUTIVE Mary T. Barra Chair and Chief Executive Officer, General Motors Company 63 2017 l 1 Amy L. Chang Former Executive Vice President, Cisco Systems, Inc. 48 2021 l D. Jeremy Darroch Former Executive Chairman and Group Chief Executive Officer, Sky 62 2024 l Carolyn N. Everson Former President, Instacart 53 2022 l Michael B.G. Froman President, Council on Foreign Relations 62 2018 l James P. Gorman Former Executive Chairman, Morgan Stanley 66 2024 l Robert A. Iger Chief Executive Officer, The Walt Disney Company 73 2000 2 l Maria Elena Lagomasino Chief Executive Officer and Managing Partner, WE Family Offices 75 2015 l l 1 Calvin R. McDonald Chief Executive Officer, lululemon athletica inc. 53 2021 l Derica W. Rice Former Executive Vice President, CVS Health Corporation 59 2019 l l Chair l Member 1 Following the Annual Meeting, Ms. Barra is anticipated to replace Ms. Lagomasino as the Chair of the Compensation Committee. Ms. Lagomasino will remain as a member of the Compensation Committee. 2 Departed Board in 2021 and rejoined in 2022. The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement 3 Proxy Summary Corporate Gov

Executive Compensation

Executive Compensation Audit-Related Matters Items to Be Voted On Information About Voting Certain Relationships and Related Person Transactions Other Information Board Diversity DIVERSITY n Diverse n Gender n Race/Ethnicity Board Refreshment The Board is committed to ongoing evaluation of each of the Directors and Director refreshment to bring in fresh perspectives and align the skill set of the Board with the Company's long-term strategy. The majority of our non-management Directors have a tenure of less than 4 years and the average tenure of our non-management Directors is 4.5 years. 9 NON-MANAGEMENT BOARD CHANGES SINCE 2021 5 NON-MANAGEMENT DIRECTORS JOINED SINCE 2021 4 NON-MANAGEMENT DIRECTORS HAVE EXITED THE BOARD SINCE 2021 AMY L. CHANG 2021 CALVIN R. MCDONALD 2021 CAROLYN N. EVERSON 2022 D. JEREMY DARROCH 2024 JAMES P. GORMAN 2024 Technology and Innovation DTC Expertise Cybersecurity Brand Stewardship Strategic Transformation Succession Planning Media and Entertainment Technology and Innovation DTC Expertise Media and Entertainment DTC Expertise Technology and Innovation Succession Planning Strategic Transformation Brand Stewardship 4 The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement Proxy Summary Corporate Governance and Board Matters Director Compensation

Executive Compensation

Executive Compensation Audit-Related Matters Items to Be Voted On Information About Voting Certain Relationships and Related Person Transactions Other Information Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions, taking into account the needs of the Board and Company, as well as to ensure a regular refreshment of Board positions supporting value creation. Three new non-management Directors have joined the Board in the last three years. On November 29, 2023, the Board appointed both James Gorman and Jeremy Darroch as new Directors. Effective January 2, 2025, the Board appointed James Gorman as Chairman of the Board. Mr. Gorman has extensive leadership experience overseeing a preeminent global financial institution, including a multi-year CEO succession process; and Mr. Darroch is a veteran media executive with experience transforming an international media business and navigating changing media and entertainment landscapes. The current term of office of all of the Company's Directors expires at the Annual Meeting. For more information regarding these matters and our corporate governance, see the section titled "Corporate Governance and Board Matters." Board Oversight The Board, as a whole and through its committees, takes an active role in overseeing business strategy and risk management. In direct response to shareholder feedback, the Board has updated several aspects of its risk oversight. For more information regarding these matters, see the sections below titled "— Shareholder Engagement and Responsiveness — Commitment to Investor Engagement and Overview of Responsive Actions" and "Corporate Governance and Board Matters — The Board's Role in Risk Oversight." The Board specifically delegated oversight of certain risks to its committees: AUDIT COMMITTEE The Audit Committee Reviews the Company's policies and practices with respect to risk assessment and risk management generally

Executive Compensation

Executive Compensation Audit-Related Matters Items to Be Voted On Information About Voting Certain Relationships and Related Person Transactions Other Information Shareholder Engagement and Responsiveness Below are overviews of the Company's engagement process, feedback from investors and responsive Company actions. Investor Engagement Process 95% + CONTACTED OVER 95% OF OUR LARGEST 25 INSTITUTIONAL SHAREHOLDERS IN CALENDAR YEAR 2024 100 + HELD OVER 100 CONVERSATIONS Conversations focused on Board, executive compensation, ongoing leadership succession process and topics related to sustainability and social impact. Conversations led by, as appropriate, independent members of the Board of Directors, executive management and our Investor Relations team During fiscal 2024, including following the 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting"), members of executive management and Board leadership continued their active engagement with shareholders. Our Investor Relations team engaged regularly throughout the 2024 calendar year with a broad subset of our investor base. Mr. Gorman, our Chairman of the Board, participated in engagements with shareholders representing more than 55% of the shares held by our 25 largest institutional shareholders. As part of our ongoing investor engagement, our Investor Relations team and Secretary engaged with certain shareholders that submitted a shareholder proposal for consideration at the Annual Meeting to discuss the related proposal

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