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:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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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):
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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The Walt Disney Company will begin distribution of the following letters to certain shareholders:
We noticed a voting error. Please vote again to ensure your vote on the Election of Directors has been validly cast for the upcoming Annual Meeting! Dear Disney Shareholder, Thank you for your
interest in The Walt Disney Company and for voting your shares. We appreciate your participation and support! However, our records indicate that you marked a “FOR” vote for more than 12 nominees. Voting “FOR” more than 12 nominees invalidates your
vote with respect to Proposal 1, the Election of Directors. While we can count your vote on all the other proposals, we are unable to count your shares with respect to the very important matter of the director election. The nominees who are elected
to your Board of Directors at our 2024 Annual Meeting of Shareholders could impact the future value of your investment. Enclosed with this note is an additional WHITE proxy card. Please take a moment to vote your shares again, so that they can be
included in the count on ALL matters. Remember, only your latest-dated proxy will count. Voting by Internet is quick and easy—just follow the instructions on the WHITE proxy card. However, if voting by telephone or mail is more convenient for you,
please keep careful track of your “FOR” votes and vote “FOR” no more than the twelve Disney nominees. If you have any questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies: INNISFREE M&A
INCORPORATED 1 (877) 456-3463 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other countries) Sincerely, The Walt Disney Company 500 South Buena Vista Street, Burbank, CA 91521-0113 © Disney
Forward-Looking Statements Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding future shareholder value; expected value creation; and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions
regarding future events and business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations, and you should not place
undue reliance on forward-looking statements. Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital
investments, asset acquisitions or dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the content we create and IP we invest in, our pricing decisions, our cost structure
and our management and other personnel decisions), our ability to quickly execute on cost rationalization while preserving revenue, the discovery of additional information or other business decisions, as well as from developments beyond the Company’s
control, including: the occurrence of subsequent events; deterioration in domestic or global economic conditions or failure of conditions to improve as anticipated, including heightened inflation, capital market volatility, interest rate and currency
rate fluctuations and economic slowdown or recession; deterioration in or pressures from competitive conditions, including competition to create or acquire content, competition for talent and competition for advertising revenue, consumer preferences
and acceptance of our content and offerings, pricing model and price increases, and corresponding subscriber additions and churn, and the market for advertising and sales on our direct-to-consumer services and linear networks; health concerns and
their impact on our businesses; international, political or military developments; regulatory or legal developments; technological developments; labor markets and activities, including work stoppages; adverse weather conditions or natural disasters;
and availability of content. Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability,
including direct-to-consumer profitability; our expected benefits of the composition of the Board; demand for our products and services; the performance of the Company’s content; our ability to create or obtain desirable content at or under the value
we assign the content; the advertising market for programming; income tax expense; and performance of some or all Company businesses either directly or through their impact on those who distribute our products. Additional factors are set forth in the
Company’s Annual Report on Form 10-K for the year ended September 30, 2023, including under the captions “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, and subsequent filings
with the Securities and Exchange Commission (the “SEC”), including, among others, quarterly reports on Form 10-Q. Additional Information and Where to Find it Disney has filed with the SEC a definitive proxy statement on Schedule 14A, containing a
form of WHITE proxy card, with respect to its solicitation of proxies for Disney’s 2024 Annual Meeting of Shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY
DISNEY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and
other documents filed with the SEC by Disney free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Disney are also available free of charge by accessing Disney’s website at
www.thewaltdisneycompany.com. Participants Disney, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by Disney. Information about
Disney’s executive officers and directors is available in Disney’s definitive proxy statement for its 2024 Annual Meeting, which was filed with the SEC on February 1, 2024. To the extent holdings by our directors and executive officers of Disney
securities reported in the proxy statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free
of charge at the SEC’s website at www.sec.gov.
Remember, voting “FOR” more than 12 nominees will invalidate your vote on Proposal 1 — please be careful when indicating your vote.
Use the WHITE proxy card to vote “FOR” ONLY Disney’s 12 nominees X COMPANY NOMINEES Recommended by your board Mary T. Barra Safra A. Catz Amy L. Chang D. Jeremy Darroch Carolyn N. Everson Michael B.G. Froman James P. Gorman Robert A . Iger Maria
Elena Lagomasino Calvin R. McDonald Mark G. Parker Derica W. Rice FOR WITHHOLD WHITE CARD TRIAN GROUP NOMINEES Opposed by the company Nelson Peltz James Rasulo BLACKWELLS NOMINEES Opposed by the company Craig Hatkoff Jessica Schell Leah Solivan
Dear Disney Shareholder, Thank you for your interest in The Walt Disney Company and for voting your shares. We appreciate your participation and support! However, our records indicate that you marked a “FOR” vote for more than 12 nominees. Voting
“FOR” more than 12 nominees invalidates your vote with respect to Proposal 1, the Election of Directors. While we can count your vote on all the other proposals, we are unable to count your shares with respect to the very important matter of the
director election. The nominees who are elected to your Board of Directors at our 2024 Annual Meeting of Shareholders could impact the future value of your investment. Enclosed with this note is an additional WHITE proxy card. Please take a moment
to vote your shares again, so that they can be included in the count on ALL matters. Remember, only your latest-dated proxy will count. Voting by Internet is quick and easy—just follow the instructions on the WHITE proxy card. However, if voting by
telephone or mail is more convenient for you, please keep careful track of your “FOR” votes and vote “FOR” no more than the twelve Disney nominees. If you have any questions about how to vote your shares, please call the firm assisting us with the
solicitation of proxies: INNISFREE M&A INCORPORATED 1 (877) 456-3463 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other countries) Sincerely, We noticed a voting error. Please vote again to ensure your vote on the Election of
Directors has been validly cast for the upcoming Annual Meeting!
Forward-Looking Statements Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding future shareholder value; expected value creation; and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions regarding future events and business
performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations, and you should not place undue reliance on forward-looking
statements. Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital investments, asset acquisitions or
dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the content we create and IP we invest in, our pricing decisions, our cost structure and our management and other
personnel decisions), our ability to quickly execute on cost rationalization while preserving revenue, the discovery of additional information or other business decisions, as well as from developments beyond the Company’s control, including: the
occurrence of subsequent events; deterioration in domestic or global economic conditions or failure of conditions to improve as anticipated, including heightened inflation, capital market volatility, interest rate and currency rate fluctuations and
economic slowdown or recession; deterioration in or pressures from competitive conditions, including competition to create or acquire content, competition for talent and competition for advertising revenue, consumer preferences and acceptance of
our content and offerings, pricing model and price increases, and corresponding subscriber additions and churn, and the market for advertising and sales on our direct-toconsumer services and linear networks; health concerns and their impact on our
businesses; international, political or military developments; regulatory or legal developments; technological developments; labor markets and activities, including work stoppages; adverse weather conditions or natural disasters; and availability
of content. Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability, including
direct-to-consumer profitability; our expected benefits of the composition of the Board; demand for our products and services; the performance of the Company’s content; our ability to create or obtain desirable content at or under the value we
assign the content; the advertising market for programming; income tax expense; and performance of some or all Company businesses either directly or through their impact on those who distribute our products. Additional factors are set forth in the
Company’s Annual Report on Form 10-K for the year ended September 30, 2023, including under the captions “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, and subsequent filings
with the Securities and Exchange Commission (the “SEC”), including, among others, quarterly reports on Form 10-Q. Additional Information and Where to Find It Disney has filed with the SEC a definitive proxy statement on Schedule 14A, containing a
form of WHITE proxy card, with respect to its solicitation of proxies for Disney’s 2024 Annual Meeting of Shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY
DISNEY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and
other documents filed with the SEC by Disney free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Disney are also available free of charge by accessing Disney’s website at
www.thewaltdisneycompany.com. Participants Disney, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by Disney. Information about
Disney’s executive officers and directors is available in Disney’s definitive proxy statement for its 2024 Annual Meeting, which was filed with the SEC on February 1, 2024. To the extent holdings by our directors and executive officers of Disney
securities reported in the proxy statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available
free of charge at the SEC’s website at www.sec.gov.