Disney Files Proxy Materials

TL;DR

Disney dropped proxy docs, shareholders vote soon.

AI Summary

The Walt Disney Company (DIS) filed a Definitive Additional Materials proxy statement on March 21, 2024. This filing is related to the company's annual meeting and likely contains information about executive compensation, director nominations, and other shareholder proposals. Specific details on proposals or voting outcomes are not present in this initial filing header.

Why It Matters

This filing provides shareholders with crucial information needed to make informed voting decisions on company matters, including executive pay and board composition.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain new material financial information or significant corporate actions.

Key Players & Entities

• Walt Disney Co (company) — Registrant
• 0000950157-24-000458 (filing_id) — Accession Number
• 20240321 (date) — Filing Date

FAQ

Key Financial Figures

• $8.7 — MPROVING FCF PROFILE POST-COVID 2 ($BN) $8.7 $1.1 FY194 60% INCREASE $4.9 FY23 $8 FY
• $1.1 — ING FCF PROFILE POST-COVID 2 ($BN) $8.7 $1.1 FY194 60% INCREASE $4.9 FY23 $8 FY24E T
• $4.9 — ID 2 ($BN) $8.7 $1.1 FY194 60% INCREASE $4.9 FY23 $8 FY24E TOTAL SHAREHOLDER RETURNS
• $8 — $8.7 $1.1 FY194 60% INCREASE $4.9 FY23 $8 FY24E TOTAL SHAREHOLDER RETURNS (TSR) E
• $14b — operations, which is expected to total ~$14bn in FY24 representing a ~40% YoY increa
• $7.6b — 9 included the payment of approximately $7.6bn of non-recurring tax obligations that
• $5,984 — d by operations – continuing operations $5,984 $9,866 ~$14bn (-) Investments IN parks,
• $9,866 — erations – continuing operations $5,984 $9,866 ~$14bn (-) Investments IN parks, resort
• $1,108 — y (4,876) (4,969) (~6bn) Free cash flow $1,108 $4,897~$8bn 1 Source: Company filings;
• $4,897 — 6) (4,969) (~6bn) Free cash flow $1,108 $4,897~$8bn 1 Source: Company filings; 1 Trend
• $8b — 69) (~6bn) Free cash flow $1,108 $4,897~$8bn 1 Source: Company filings; 1 Trending
• $1,732 — Ended Sept. 30, 2023 Operating Income $1,732 2 $8,954 Operating income, net of taxes
• $8,954 — pt. 30, 2023 Operating Income $1,732 2 $8,954 Operating income, net of taxes $1,091 $
• $1,091 — 2 $8,954 Operating income, net of taxes $1,091 $7,074 (/) Average invested capital 1 $
• $7,074 — 4 Operating income, net of taxes $1,091 $7,074 (/) Average invested capital 1 $15,033

Filing Documents

• defa14a.htm (DEFA14A) — 36KB
• image_01.jpg (GRAPHIC) — 288KB
• image_02.jpg (GRAPHIC) — 199KB
• image_03.jpg (GRAPHIC) — 279KB
• image_04.jpg (GRAPHIC) — 334KB
• image_05.jpg (GRAPHIC) — 133KB
• image_06.jpg (GRAPHIC) — 76KB
• image_07.jpg (GRAPHIC) — 180KB
• 0000950157-24-000458.txt ( ) — 2087KB

From the Filing

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: Dear Fellow Shareholder, It takes the right mix of individuals with unique skillsets and relevant expertise to lead a company like Disney and execute an ambitious growth strategy like the one we've developed to deliver shareholder value far into the future. Your Board, the rest of the management team and I are doing just that, and I am gratified by the tremendous progress we continue to make on your behalf. We have successfully reorganized this company and put accountability back in the hands of our key creative business leaders, resulting in more cost-effective, coordinated, and streamlined operations. We are seeing sustainable, long-term growth and we have a pipeline of exciting projects that harness the unrivaled power of our award-winning IP in numerous ways. This is a uniquely challenging time for the media industry, but we have turned a corner. We've delivered strong results and continue to separate ourselves from the pack as we look ahead to the rest of the year. We have the right Board of Directors and strategy for this moment. It is our strong belief that the Trian nominees would destabilize and threaten the progress being made at Disney and the effective oversight provided by your Board. That is why your vote is so important. Please vote the WHITE proxy card TODAY FOR only Disney's 12 nominees and NOT for any Trian or Blackwells nominees. I'm proud of our progress, I'm confident in our future, and I'm grateful for your investment and ongoing support of Disney. Bob Iger From Mickey and Minnie, to Snow White and Mary Poppins, Disney is not a company that makes widgets – it makes magicBob Iger, his management team, and the Board of Directors are faithful to this magic. They understand that the longevity of The Walt Disney Company isn't only the result of smart business decisions; it is rooted in the strong emotional connection Disney continues to forge with generations of people from around the globe. Roy P. Disney, Susan Disney Lord, Abigail E. Disney, Tim Disney, An Open Letter to Shareholders of The Walt Disney Company 1 February 29, 2024 1 The consent of the authors has neither been sought nor permitted. Bob Iger has grown this company in a modern world, and he continues to maintain a balance of creativity and profit. It is still a company based on the desire to entertain and explore. There have been challenging times, but this current management has adjusted and grown through those challenges. Walter Elias Disney Miller, Tamara Diane Miller, Jennifer Miller-Goff, Joanna Sharon Miller A Letter To the Shareholders of The Walt Disney Company 1 February 29, 2024 "We are confident in the progress we are making and the path it puts us on. As a matter of fact, we expect full year earnings per share excluding certain items to increase by at least 20% versus prior year." Hugh Johnston, Disney CFO RESTORED FREE CASH FLOW (FCF) TO ENABLE SHAREHOLDER RETURNS Disney's longstanding disciplined and balanced approach to capital allocation allowed us to restore cash dividends. SIGNIFICANTLY IMPROVING FCF PROFILE POST-COVID 2 ($BN) $8.7 $1.1 FY194 60% INCREASE $4.9 FY23 $8 FY24E TOTAL SHAREHOLDER RETURNS (TSR) EXCEED PEERS Under Bob Iger's leadership, Disney has outperformed legacy media companies also managing generational disruption across Pay TV and theatrical. TSR SINCE IGER RETURNED 5 +22% Disney WB WARNER BROS. DISCOVERY (18%) Paramount (39%) MAKING STRATEGIC INVESTMENTS IN OUR MOST PROFITABLE SEGMENT, DISNEY EXPERIENCES Global investments demonstrate confidence in immersive entertainment as a growth engine and unique differentiator for the company. RETURNS ON INVESTED CAPITAL UP ~3X 3 ~3X FY09 FY23 FY12-FY23 INVESTMENTS AND RETURNS 6 & 7 Disney PIXAR Cars Disney PIXAR TOY STORY STAR WARS Disney FROZEN Disney MICKEY MOUSE MARVEL GUARDIANS OF THE GALAXY AVENGERS AVATAR Disney TRON 4x OI | +10pts Margin 1 Diluted EPS excluding certain items is a non-GAAP financial measure. The most comparable GAAP measure is diluted EPS. 2 Free cash flow is a non-GAAP financial measure. The most comparable GAAP mea

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