Current Report Filing (8-k)
December 21 2021 - 3:34PM
Edgar (US Regulatory)
falseWALT DISNEY CO/000174448900017444892021-12-212021-12-21
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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): December 21, 2021
The Walt Disney Company
(Exact name of registrant as specified in its charter)
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Delaware
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001-38842
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83-0940635
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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DIS
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New York Stock Exchange
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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).
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Emerging growth company
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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.
(b) On December 21, 2021, The Walt Disney Company and Christine M. McCarthy entered into an amendment (the “Amendment”) to the employment agreement by and between The Walt Disney Company and Ms. McCarthy dated July 1, 2015, as previously amended (the “Employment Agreement”). Previously, the Employment Agreement expired December 31, 2022. Pursuant to the Amendment, The Walt Disney Company and Ms. McCarthy agreed to extend the term of the Employment Agreement to June 30, 2024. Additionally, for consistency with other Company agreements, the Amendment provides for a prorated bonus, to be recommended at the discretion of the CEO, for the partial fiscal year in which the term is scheduled to expire; confirms Ms. McCarthy’s upward reporting structure; includes a salary reduction provision in the event of Company-wide reductions; updates the definition of termination for cause; and updates the non-solicitation provision.
A copy of the Amendment is attached as Exhibit 10.1 and incorporated by reference herein. A copy of the press release announcing the extension is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
Number
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Description
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10.1
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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The Walt Disney Company
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By:
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/s/ Jolene E. Negre
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Jolene E. Negre
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Associate General Counsel and Assistant Secretary
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Dated: December 21, 2021
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