Disney Files Additional Proxy Materials

TL;DR

Disney filed more proxy docs, no new fee. Standard procedure.

AI Summary

The Walt Disney Company filed a Definitive Additional Materials proxy statement (DEFA14A) on March 4, 2024. This filing is related to materials previously submitted and does not require a new filing fee. The company's principal executive offices are located at 500 South Buena Vista Street, Burbank, CA 91521.

Why It Matters

This filing indicates ongoing proxy statement activities for The Walt Disney Company, which are crucial for shareholder voting and corporate governance decisions.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials, not indicating any new or unusual corporate events.

Key Players & Entities

• Walt Disney Co (company) — Registrant
• 500 South Buena Vista Street (location) — Company Business Address
• Burbank, CA (location) — Company Business Address City and State
• 20240304 (date) — Filing Date

FAQ

Key Financial Figures

• $30 — CLINED 87% WITH JAY RASULO ON THE BOARD $30 $20 $10 $0 $18 $2.38 (87%) May'19 May '
• $20 — ED 87% WITH JAY RASULO ON THE BOARD $30 $20 $10 $0 $18 $2.38 (87%) May'19 May '20 M
• $10 — 7% WITH JAY RASULO ON THE BOARD $30 $20 $10 $0 $18 $2.38 (87%) May'19 May '20 May 2
• $0 — ITH JAY RASULO ON THE BOARD $30 $20 $10 $0 $18 $2.38 (87%) May'19 May '20 May 21 M
• $18 — JAY RASULO ON THE BOARD $30 $20 $10 $0 $18 $2.38 (87%) May'19 May '20 May 21 May '
• $2.38 — RASULO ON THE BOARD $30 $20 $10 $0 $18 $2.38 (87%) May'19 May '20 May 21 May '22 May
• $3 billion — z claims Trian Partners has a stake of >$3 billion (~33 million shares) in Disney and clai
• $150 million — significant profit for himself of over $150 million. Bloomberg Peltz's Disney Bet Makes Mor
• $150 Million — berg Peltz's Disney Bet Makes More Than $150 Million In Three Months Activist sitting on pap
• $250 million — oxy fight Stake value was up as much as $250 million at Thursday's peak X FALSE CLAIM Mr. Pe
• $1.0 — Q3' 23 Q4' 23 Q1' 24 Operating Losses ($1.0) ($0.l) ($0.4) ($0.5) ($0.6) Disney bel
• $0.4 — Q1' 24 Operating Losses ($1.0) ($0.l) ($0.4) ($0.5) ($0.6) Disney believes its 12 B
• $0.5 — Operating Losses ($1.0) ($0.l) ($0.4) ($0.5) ($0.6) Disney believes its 12 Board no
• $0.6 — ing Losses ($1.0) ($0.l) ($0.4) ($0.5) ($0.6) Disney believes its 12 Board nominees

Filing Documents

• defa14a.htm (DEFA14A) — 23KB
• defa14a_01.jpg (GRAPHIC) — 176KB
• defa14a_02.jpg (GRAPHIC) — 153KB
• defa14a_03.jpg (GRAPHIC) — 228KB
• defa14a_04.jpg (GRAPHIC) — 404KB
• 0000950157-24-000312.txt ( ) — 1348KB

From the Filing

14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 The Walt Disney Company (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 The Walt Disney Company will begin distribution of the following letter to shareholders: The Walt Disney Company Disney Drives Value for Shareholders by Creating Magical Stories for Worldwide Audiences But We Know How to Separate Fact from Fiction The truth matters. Shareholders rightfully expect our company and its directors to base their statements on facts. But the Trian Group's nominees, who seek to replace your highly qualified directors, have not lived up to this expectation. Your Board and management team have continued to deliver on a deliberate strategic transformation, remaining focused on driving meaningful growth and creating sustainable, long-term shareholder value. Protect the value of your investment in The Walt Disney Company by voting TODAY on the WHITE proxy card FOR only our 12 nominees. Please note that voting FOR more than 12 nominees will invalidate your vote on the election of directors. VOTE FOR ONLY DISNEY'S 12 NOMINEES. Below are some important facts we're highlighting because we know you share our passion for continuing Disney's remarkable 100-year legacy. X FALSE CLAIM In his letter to shareholders, Nelson Peltz claims he has media expertise. X FALSE CLAIM Trian claims Jay Rasulo's media experience and business acumen will be additive to the Disney Board. THETRUTH THETRUTH "By the way, they said I have no media experience. I don't claim to have any" Nelson Peltz, January 18, 2024 Mr. Rasulo left Disney in 2016, and eight years later, his perspective on the media industry is stale. Since he joined the iHeartMedia Board in May 2019 as Lead Independent Director, the stock has declined by nearly 90%. IHEARTMEDIA (IHRT) HAS DECLINED 87% WITH JAY RASULO ON THE BOARD $30 $20 $10 $0 $18 $2.38 (87%) May'19 May '20 May 21 May '22 May '23 Source: FactSet as of 02/22/24 IHRT share price data first available on on 05/07/19 as listing on the OTC Pink after Rasulo was appointed to Board on 05/01/19 For information, visit VoteDisney.com X FALSE CLAIM Mr. Peltz claims Trian Partners has a stake of >$3 billion (~33 million shares) in Disney and claims it speaks for all shareholders. THE TRUTH According to Trian's own filings, Mr. Peltz and Trian Fund Management own 6.8 million Disney shares, fewer than the 9.4 million shares Trian owned a year ago. Shareholders should ask Trian, if it speaks for them, why it continues to sell down its stake, including selling over 500,000 shares between September 30, 2023 and December 31, 2023. Isaac Perlmutter, a former Disney executive who has a fraught history with CEO Bob lger, owns 25.6 million shares, which make up the lion's share of Trian's position. TRIAN GROUP: DIS OWNERSHIP Mr. Peltz and Trian sold over 500,000 shares in the last quarter THE TRUTH Ike Perlmutter Nelson Peltz 6.8mm 25.6mm X FALSE CLAIM Mr. Peltz claims he has been caught in a "Disney mousetrap." Mr. Peltz did not buy shares in Disney until November 2022 and sold 33% of his stake in early 2023, generating a significant profit for himself of over $150 million. Bloomberg Peltz's Disney Bet Makes More Than $150 Million In Three Months Activist sitting on paper profit after scrapping proxy fight Stake value was up as much as $250 million at Thursday's peak X FALSE CLAIM Mr. Peltz claims the boards which he has sat on have, on average, outperformed the S&P by 900bps annually. THE TRUTH Peltz or Trian involvement on boards resulted in TSR underperformance versus the S&P 500 in ~68% of cases. NELSON PELTZ AS BOARD MEMBER OTHER TRIAN REP AS BOARD MEMBER X FALSE CLAIM Trian claims Disney has refused to engage with Mr. Peltz. THE TRUTH Since Mr. Peltz ended his first proxy contest in February 2023, the Board and management have maintained an open dialogue with him and the Trian Group, having no less than 20 meaningful interactions. Mr. Peltz was offered the opportunity to meet with both the Disney Board and Disney's segment leaders to present his thesis and views in late 2023; he declined each invitation Select interactions with Disney since February 2023: 2X May 2023 1X Jul 2023 6X Nov 2023 3X Dec 2023 For information, visit VoteDisney.com X FALSE CLAIM T

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View this DEFA14A filing on SEC EDGAR