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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

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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
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☐    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)
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TWDC Logo Sheet-03-01.jpg
2024
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT



Letter from Our Chairman
February 1, 2024
Dear Fellow Shareholders,
I want to thank you for your investment in The Walt Disney Company. Fiscal 2023 was a consequential year for the Company. It reinforced, after 100 years, the enduring impact Disney continues to have on generations of people around the world. And it also showcased the Company’s tremendous resilience and fortitude in times of great change and uncertainty.
Upon his return as CEO, Bob Iger and his leadership team initiated a strategic transformation of the Company to make Disney’s businesses more efficient and effective, reinvigorate the creative engines that are foundational to all the company does, maximize Disney’s greatest brand and franchise assets and confront this period of significant industry disruption from a position of unrivaled strength. Disney’s world-class management team has made substantial progress executing on this strategic plan, and your Board is confident that they have put Disney on a path to sustained growth, both for the business itself and for shareholders.
We believe Bob’s continued leadership during this crucial period for Disney is invaluable and we are grateful for his whole-hearted devotion to the Company’s lasting success, which is why the Board voted unanimously to extend his contract through the end of 2026. Bob’s strong creative instincts and business acumen, enthusiasm for technological innovation and understanding of ever-changing global markets have solidified The Walt Disney Company as the world leader in entertainment. And he has proven again this year his ability to steer the Company toward shareholder value creation.
Meanwhile, both the Board and Bob remain actively engaged in the high-priority work of succession planning, and we’re pleased by the addition of two new Board members with outstanding experience in this area who are widely respected leaders in their industries. James Gorman’s highly successful tenure leading Morgan Stanley through its own business transformation, along with his finance and investment acumen, management expertise and leadership of a very successful multi-year CEO succession process, bring unique and relevant skills to our Board. Jeremy Darroch is a veteran media executive with demonstrated success transforming an international media business and navigating the same changing media and entertainment landscapes that Disney is managing, and his expertise is highly additive to our Board.
The Disney Board is composed of an engaged, diverse and dynamic group of leaders, whose skillsets are closely aligned with the key drivers of our business, including media and entertainment; direct-to-consumer expertise; strategic transformation; technology and innovation; and 360 degree brand activation. We remain committed to strong oversight for the company and its shareholders, as well as Board refreshment and aligning Board skills and experiences with our strategic priorities to continue driving the company’s strategic transformation.
The Board and senior management are dedicated to driving sustained, long-term profitability as Disney continues to consistently deliver for shareholders and consumers alike. Notably, this year the company improved its cash flows and declared a dividend, while continuing to invest in the future growth of Disney’s industry-leading businesses. And we believe that, over time, investors will recognize the value of the company’s businesses and strategy as Disney completes its transformation.
Ongoing engagement with our shareholders and responsiveness to feedback are also of the utmost importance to the Board and management team. In calendar 2023, the Company contacted 96% of its largest 25 shareholders and held nearly 100 conversations with investors focused on topics including the ongoing leadership succession process, strategic composition of our Board and Committee-level oversight responsibilities, alignment of our executive compensation program with Company performance and our efforts to support sustainability and social impact initiatives. A more detailed review of these topics and the enhancements that the Board has approved to relevant initiatives and disclosures as informed by shareholders can be found in the section of the proxy statement titled “Proxy Summary — Shareholder Engagement and Responsiveness.”
The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the business to be conducted at the Disney 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Also included are a WHITE proxy card and postage-paid return envelope. WHITE proxy cards are being solicited on behalf of the Board of Directors of The Walt Disney Company.
Your vote is especially important at this year’s Annual Meeting. As you may have seen, Trian Partners L.P. and Trian Partners Parallel Fund I, L.P., wholly owned subsidiaries of Trian Fund Management, L.P., along with other entities affiliated with Nelson Peltz and


former Disney executive Isaac Perlmutter (collectively, the “Trian Group”), have provided notice of their intent to nominate Nelson Peltz and James Rasulo (each, a “Trian Group Nominee”) for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board and the Blackwells Group Nominees (as defined herein) and to bring a proposal to amend our Bylaws (the “Trian Group Proposal”) before the Annual Meeting. In addition, Blackwells Onshore I LLC, Blackwells Capital LLC and Jason Aintabi (collectively, the “Blackwells Group”) have nominated Craig Hatkoff, Jessica Schell and Leah Solivan (each, a “Blackwells Group Nominee”) for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board and the Trian Group Nominees and intend to bring a proposal for an advisory vote to cause the Board to increase its size and fill any resulting vacancies in certain circumstances (the “Blackwells Group Proposal”) before the Annual Meeting.
Your Board does not endorse the Trian Group Nominees, the Trian Group Proposal, the Blackwells Group Nominees or the Blackwells Group Proposal, and unanimously recommends that you vote “FOR” the election of the twelve (12) nominees proposed 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 and Derica W. Rice), “FOR” the other proposals recommended by your Board, “AGAINST” the Trian Group Proposal, “AGAINST” the Blackwells Group Proposal and “AGAINST” the other proposals made by shareholders, using the WHITE proxy card. You may receive solicitation materials from the Trian Group, including proxy statements and blue proxy cards, and from the Blackwells Group, including proxy statements and green proxy cards. Disney is not responsible for the accuracy or completeness of any information provided by or relating to (a) the Trian Group, its nominees or the Trian Group Proposal contained in solicitation materials filed or disseminated by or on behalf of the Trian Group or any other statements the Trian Group may make or (b) the Blackwells Group, its nominees or the Blackwells Group Proposal contained in solicitation materials filed or disseminated by or on behalf of the Blackwells Group or any other statements the Blackwells Group may make.
Your Board strongly urges you to discard and NOT to vote using any blue proxy card or any green proxy card sent to you by the Trian Group and the Blackwells Group, respectively. If you have already submitted a blue or green proxy card, you can revoke such proxy and vote for your Board’s nominees and on the other matters to be voted on at the Annual Meeting by marking, signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet by following the instructions on your WHITE proxy card, WHITE voting instruction form or notice. Only your latest validly executed proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.
PLEASE NOTE THAT THIS YEAR, YOUR WHITE PROXY CARD LOOKS DIFFERENT. RECENTLY ADOPTED NEW PROXY RULES REQUIRE THE COMPANY’S WHITE PROXY CARD TO LIST THE TRIAN GROUP NOMINEES AND THE BLACKWELLS GROUP NOMINEES IN ADDITION TO YOUR BOARD’S NOMINEES. PLEASE MARK YOUR WHITE PROXY CARD CAREFULLY AND VOTE “FOR” ONLY THE TWELVE (12) NOMINEES AND PROPOSALS RECOMMENDED BY YOUR BOARD, AND “AGAINST” ALL OTHER PROPOSALS AS YOUR BOARD RECOMMENDS.
Your vote is extremely important no matter how many shares you own. Whether or not you expect to attend the meeting, please promptly use your WHITE proxy card to vote by proxy over the Internet or by mail. If you have any questions or require any assistance with voting your shares, please call Disney’s proxy solicitor:

INNISFREE M&A INCORPORATED
Shareholders may call 1(877) 456-3463 (toll-free from the U.S. and Canada) or
+1 (412) 232-3651 (from other countries)
Banks and Brokers may call collect 1(212) 750-5833

We thank you for your investment in and continued support of The Walt Disney Company and look forward to our ongoing dialogue.
Mark G. Parker
Chairman of the Board


Letter from Our CEO
February 1, 2024
Dear Fellow Shareholders,
Over the past year, we have made significant progress to strategically realign The Walt Disney Company for growth and shareholder value creation. Upon my return as CEO last fiscal year, we embarked on a necessary and unprecedented transformation of the Company to confront a number of internal and external challenges and seize the tremendous opportunities before us. First, the Company was completely restructured, restoring creativity to the center of our business. We made important management changes and efficiency improvements to create a more cost-effective, coordinated and streamlined approach to our operations. We aggressively cut costs across the enterprise, putting the Company on track to achieve roughly $7.5 billion in cost reductions – approximately $2 billion more than we originally targeted. And perhaps most importantly, we drastically improved our direct-to-consumer operating income as we approach profitability in streaming.
The underlying strength of our company and the remarkable amount of work we have accomplished in such a brief amount of time has allowed us to move beyond a period of fixing and begin building our businesses again. To that end, we are focused on four key building opportunities that will be central to our success.
First is achieving significant and sustained profitability in streaming. Over the past fiscal year, we have reset this business around economics designed to deliver on this goal, and we believe we are well on the path toward making it a reality. We are rationalizing the volume of content we make and what we spend; perfecting our pricing and marketing strategies; maximizing our enormous advertising potential; and moving toward a more unified one-app experience by making extensive Hulu content available to bundle subscribers via Disney+.
Next is taking ESPN – already the world’s leading sports media brand – and turning it into the preeminent digital sports platform. There is tremendous value in sports, demonstrated by the immense popularity of ESPN’s programming and its growth in both revenue and operating income for the past two fiscal years amidst a backdrop of notable linear industry declines. Today, we are preparing ESPN for a future in streaming that will further harness the power of live sports and entertainment in innovative new ways.
The third building priority is improving the output and economics of our film studios, which produce the content and intellectual property that generate value across the entire company. We are focusing heavily on the core brands and franchises that fuel all our businesses, and reducing output overall to enable us to concentrate on fewer projects and improve quality, all while continuing our effort around the creation of fresh and compelling original IP.
Finally, we are turbocharging growth in our Experiences business, including Domestic and International Parks and our Cruise Line. Historically, investments in this business have yielded attractive returns for shareholders. Given our wealth of stories and characters, innovative technology, buildable land and unmatched creativity, we are confident about the growth potential of our new investments.
We have already made considerable progress on all four of these opportunities, and we are continuing to move forward with urgency and clarity.
Over the past year, we’ve also greatly enhanced the strength of our senior management team. We recently welcomed Hugh Johnston as Senior Executive Vice President and Chief Financial Officer. Hugh joins Disney after 34-years with PepsiCo, where he earned a sterling reputation as one of the best CFOs in America. Sonia Coleman, a 15-year veteran of the Company, was named Senior Executive Vice President and Chief Human Resources Officer, and she has been an invaluable asset throughout our ongoing transformation, particularly the implementation of our new operating structure. Asad Ayaz was named Disney’s first-ever Chief Brand Officer, in addition to his longtime role as President of Marketing for Disney Entertainment Studios, and is now responsible for stewarding and elevating the Disney brand globally across the entire ecosystem of company touchpoints and consumer experiences. These seasoned and skilled leaders join a deep bench of tremendously talented senior executives who are charting Disney’s path forward.
I’m immensely proud of the irrefutable progress we’ve made transforming Disney for the future, and I’m committed to finishing the job so this company is strongly positioned when my successor takes the helm.




Because of that progress and Disney’s continued improved performance, your vote is especially important at this year’s Annual Meeting. As you may have seen, the Trian Group has nominated Nelson Peltz and James Rasulo for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board and the Blackwells Group Nominees and intends to bring the Trian Group Proposal before the meeting. In addition, the Blackwells Group has nominated Craig Hatkoff, Jessica Schell and Leah Solivan for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board and the Trian Group Nominees and intend to bring the Blackwells Group Proposal before the meeting.
I join with all my fellow Board members in not endorsing the Trian Group Nominees or the Trian Group Proposal, the Blackwells Groups Nominees or the Blackwells Group Proposal, and in recommending that you use the WHITE proxy card to vote “FOR” the election of the twelve (12) nominees proposed 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 and Derica W. Rice) and as your Board recommends on all other proposals.
Please discard and do NOT vote using any blue proxy card sent to you by the Trian Group or any green proxy card sent to you by the Blackwells Group. If you have already submitted a blue or green proxy card, you can revoke such proxy and vote for your Board’s nominees and on the other matters to be voted on at the Annual Meeting by signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet by following the instructions on your WHITE proxy card, WHITE voting instruction form or notice. Only your latest validly executed voting instrument will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.
Your vote is extremely important no matter how many shares you own. Whether or not you expect to attend the meeting, please promptly use your WHITE proxy card to vote by proxy over the Internet or by mail.
On behalf of our senior leadership team, we thank you for your commitment to The Walt Disney Company. Your management team is focused on driving profitable growth and shareholder value creation as we move from a period of fixing to a new era of building, and the results detailed in this letter are testament to the work we have done across the Company this past year. I am bullish about the opportunities we have to create lasting growth and shareholder value, and to strengthen Disney’s position as the world’s leading entertainment company.
Sincerely,
Robert A. Iger
Chief Executive Officer


Notice of 2024 Annual Meeting
The 2024 Annual Meeting of shareholders of The Walt Disney Company will be held virtually at
www.virtualshareholdermeeting.com/DIS2024 (please see “
Attendance at the Meeting” below.)
Meeting Details
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Date & Time
April 3, 2024
10:00 A.M. Pacific Time
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Place
The meeting will be held virtually at www.virtualshareholder
meeting.com/DIS2024
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Who Can Vote
Shareholders of record at the close of business on February 5, 2024
Items of Business and Board Voting Recommendation
1Election of twelve (12) nominees named in the proxy statement as Directors, each for a term of one year.
FOR EACH COMPANY NOMINEE
2
Ratification of the appointment of Pricewaterhouse-Coopers LLP as the Company’s independent registered public accountants for fiscal 2024.
FOR
3Consideration of an advisory vote to approve executive compensation.FOR
4
Approval of an amendment and restatement of the Company’s Amended and Restated 2011 Stock Incentive Plan.
FOR
5-8
Shareholder proposals, if properly presented at the meeting.AGAINST
9
The Trian Group proposal, if properly presented at the meeting, to repeal each provision or amendment of the Company’s Bylaws that has been adopted by the Board (and not the shareholders of the Company) since November 30, 2023.
AGAINST
10The Blackwells Group proposal, if properly presented at the meeting, for an advisory vote to cause the Board to increase its size by the number of nominees recommended by your Board at the Annual Meeting that fail to be elected, if any, for failure to receive more votes than a Trian Group Nominee or a Blackwells Group Nominee, and to appoint any and all such nominees recommended by your Board to fill the newly created corresponding vacancies.AGAINST
Shareholders of record of The Walt Disney Company common stock (NYSE: DIS) at the close of business on February 5, 2024, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available during ordinary business hours at the offices of the Company in Burbank, California.
Please note that Trian Partners L.P. and Trian Partners Parallel Fund I, L.P., wholly owned subsidiaries of Trian Fund Management, L.P., along with other entities affiliated with Nelson Peltz and former Disney executive Isaac Perlmutter (collectively, the “Trian Group”), have provided notice of their intent to nominate Nelson Peltz and James Rasulo (each, a “Trian Group Nominee”) for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board and the Blackwells Group Nominees (as defined herein) and to bring a proposal to amend our Bylaws (the “Trian Group Proposal”) before the Annual Meeting. In addition, Blackwells Onshore I LLC, Blackwells Capital LLC and Jason Aintabi (collectively, the “Blackwells Group”) have nominated Craig Hatkoff, Jessica Schell and Leah Solivan (each, a “Blackwells Group Nominee”) for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board and the Trian Group Nominees and intend to bring a proposal for an advisory vote to cause the Board to increase its size and fill any resulting vacancies in certain circumstances (the “Blackwells Group Proposal”) before the Annual Meeting. You may receive solicitation materials from the Trian Group, including proxy statements and blue proxy cards, and from the Blackwells Group, including proxy statements and green proxy cards. Disney is not responsible for


the accuracy or completeness of any information provided by or relating to (a) the Trian Group, its nominees or the Trian Group Proposal contained in solicitation materials filed or disseminated by or on behalf of the Trian Group or any other statements the Trian Group may make or (b) the Blackwells Group, its nominees or the Blackwells Group Proposal contained in solicitation materials filed or disseminated by or on behalf of the Blackwells Group or any other statements the Blackwells Group may make.
Your Board of Directors does not endorse the Trian Group Nominees, the Trian Group Proposal, the Blackwells Group Nominees or the Blackwells Group Proposal and unanimously recommends that you use the WHITE proxy card to vote “FOR” only the twelve (12) nominees proposed by your Board of Directors, and as your Board recommends on all other proposals. Your Board strongly urges you to discard and NOT to vote using any blue proxy card or any green proxy card sent to you by the Trian Group and the Blackwells Group, respectively. If you have already submitted a blue or green proxy card, you can revoke such proxy and vote for your Board’s nominees and on the other matters to be voted on at the Annual Meeting by marking, signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet by following the instructions on your WHITE proxy card, WHITE voting instruction form or notice. Only your latest validly executed proxy will count and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.
JN Signature_6-01[4].jpg
Jolene E. Negre
Associate General Counsel and Secretary
February 1, 2024
Burbank, California
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 3, 2024. The proxy statement and annual report to shareholders and the means to vote by Internet are available at www.ProxyVote.com/Disney.
Attendance at the Meeting
To attend the virtual annual meeting, you must be a shareholder on the record date and have previously registered to attend the meeting. Register to attend the virtual meeting on or before 10:00 a.m PT on April 2, 2024 by visiting www.ProxyVote.com/Disney and selecting ”Attend a Meeting.” You will need the 16-digit control number found on your WHITE proxy card or notice. You will receive a confirmation e-mail with information on how to attend the meeting. After you have registered, you will be able to participate in the annual meeting by visiting www.virtualshareholdermeeting.com/DIS2024 and entering the same 16-digit control number you used to pre-register and as shown in your confirmation e-mail. Beneficial shareholders who do not have a 16-digit control number should follow the instructions provided on the voting instruction form provided by your broker, bank or other nominee. In addition to registering for the meeting, beneficial holders that wish to vote at the meeting must obtain a legal proxy from their bank, broker or other nominee prior to the meeting. You will need to have an electronic image (such as a pdf file or scan) of the legal proxy with you if you are voting at the meeting.
Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at 9:00 a.m. PT and the meeting will begin promptly at 10:00 a.m. PT. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/DIS2024. If you cannot attend the meeting or if you are not a shareholder of record, you can still listen to the meeting, which will be available on our Investor Relations website.


Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding mandates, expectations, beliefs, business plans 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; further deterioration in domestic and global economic conditions or failure of conditions to improve as anticipated; 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, offerings, pricing model and price increases, and corresponding subscriber additions and churn, and the market for advertising sales on our direct-to-consumer services and linear networks; health concerns and their impact on our businesses and productions; international, political or military developments; regulatory and 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; 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, under the captions “Risk Factors,” “Management’s Discussion and Analysis” and “Business,” and subsequent filings with the Securities and Exchange Commission (“SEC”), including, among others, quarterly reports on Form 10-Q.


Table of Contents
A-1
B-1
The Walt Disney Company (500 South Buena Vista Street, Burbank, CA 91521) is providing you with this proxy statement relating to its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The Company expects to commence mailing of its proxy materials to shareholders on or about February 1, 2024. References to the “Company,” “Disney,” “we” or “our” in this proxy statement refer to The Walt Disney Company and, as applicable, its consolidated subsidiaries. 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
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Proxy Summary
This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete proxy statement and fiscal 2023 annual report before you vote.
Voting Items
COMPANY PROPOSALSBOARD RECOMMENDATIONPAGE
REFERENCE
Proposal 1
Election of twelve (12) nominees named in the proxy statement as Directors, each for a term of one year.
FOR EACH COMPANY NOMINEE
Proposal 2
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal 2024.
FOR
Proposal 3Consideration of an advisory vote to approve executive compensation.FOR
Proposal 4
Approval of an amendment and restatement of the Company’s Amended and Restated 2011 Stock Incentive Plan.
FOR
SHAREHOLDER PROPOSALS
Proposals 5 - 8
Shareholder proposals, if properly presented at the meeting.AGAINST
Proposal 9
The Trian Group proposal, if properly presented at the meeting, to repeal each provision or amendment of the Company’s Bylaws that has been adopted by the Board (and not the shareholders of the Company) since November 30, 2023.
AGAINST
Proposal 10
The Blackwells Group proposal, if properly presented at the meeting, for an advisory vote to cause the Board to increase its size by the number of nominees recommended by your Board at the Annual Meeting that fail to be elected, if any, for failure to receive more votes than a Trian Group Nominee or a Blackwells Group Nominee, and to appoint any and all such nominees recommended by your Board to fill the newly created corresponding vacancies.AGAINST
Ways to Vote
YOUR VOTE IS IMPORTANT
Please vote as promptly as possible by using any of the following methods, as applicable:
DisneyIcons-04.jpg
INTERNET
Locate the control number included in your WHITE proxy card, WHITE voting instruction form or notice in order to access the website indicated.
DisneyIcons-05.jpg
SCAN
Your WHITE proxy card, WHITE voting instruction form or notice may also include a QR code for voting by your mobile phone.
DisneyIcons-06.jpg
PHONE
If you are a registered holder, you may submit your proxy by touch-tone telephone by dialing the number indicated on your WHITE proxy card. You will need the control number shown on your WHITE proxy card.
DisneyIcons-07.jpg
MAIL
Mark, sign and date your WHITE proxy card or WHITE voting instruction form and return it in the postage-paid envelope provided.
1
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Fiscal 2023 Overview
Over the past century, we have built a strong foundation of creative excellence and innovation, which has only been reinforced by the important restructuring and cost efficiency work we’ve done this year. Our new structure is restoring creativity to the center of our Company. Our results reflect the significant progress we’ve made on our priorities over the past year and while we still have work to do to continue improving performance, our progress has allowed us to move beyond this period of fixing and begin building our businesses again.
Revenues increased 7% year over year to $88.9 billion
Cash provided by continuing operations increased 64% year over year to $9.9 billion
Business Highlights and Performance
EntertainmentSports
Experiences
DISNEY+_LOGO_ALT_1_FullColor.gif
Over 112 million Core Subscribers
+9.7 million year-over-year net core adds
(excluding Disney+ Hotstar)
Launched
Disney+ Ad Tier
5.2 million subscribers
in the U.S.
as of September 30, 2023
ESPN_Logo - removes white box.gif
Delivered
Domestic Revenue and Operating Income Growth
in both fiscal 2022 and 2023


New Attractions
Disneyland Resort Logo - black.gif
Mickey and Minnie’s Runaway Railway
January 27, 2023
WDW-logo_SMALL_wordmarkonly---black-01.gif
TRON Lightcycle / Run presented by Enterprise®
April 4, 2023

Generated $6.6B in Global Box Office
in fiscal 2023
Including Avatar: The Way of Water, Black Panther: Wakanda Forever, Guardians of the Galaxy Vol. 3, The Little Mermaid and Elemental
Best Viewership

Overall and in Key 18-49 Demographic
since fiscal 2019 for ESPN Network

Strong Performance including Continued Recovery
$32.5B
Full Year Segment Revenue
$9.0B
Full Year Segment Operating Income
2
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director 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 twelve 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 of this proxy statement titled “Corporate Governance and Board Matters — The Board of Directors — Director Nominees.”
BOARD STANDING COMMITTEES
NAMEPRIMARY OCCUPATIONAGEDIRECTOR SINCE
AUDIT
GOVERNANCE & NOMINATING
COMPENSATION
EXECUTIVE
Mary T. BarraChair and Chief Executive Officer, General Motors Company622017l
Safra A. Catz
Chief Executive Officer, Oracle Corporation622018l
Amy L. ChangFormer Executive Vice President, Cisco Systems, Inc.472021l
D. Jeremy Darroch
Former Executive Chairman and Group Chief Executive Officer, Sky
612024l
Carolyn N. Everson
Former President, Instacart
522022l
Michael B.G. Froman
President, Council on Foreign Relations
612018l
James P. Gorman
Executive Chairman, Morgan Stanley
652024
Robert A. Iger1
Chief Executive Officer, The Walt Disney Company722000l
Maria Elena Lagomasino
Chief Executive Officer and Managing Partner, We Family Offices, LLC
742015ll
Calvin R. McDonald
Chief Executive Officer, lululemon athletica inc.
522021l
Mark G. ParkerExecutive Chairman, Nike, Inc.682016l

l
Derica W. RiceFormer Executive Vice President, CVS Health Corporation582019l
l Chair l Member
1Departed Board in 2021 and rejoined in 2022.
3
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Fortune_500_Experience.jpg
Board_Tenure.jpg
DisneyCircles.jpg
FORTUNE 500 CEO/CFO
EXPERIENCE
7 out of 12 directors have Fortune
500 CEO/CFO experience
BOARD
TENURE
7 out of 12 directors have
0-5 Years of Tenure
BOARD
DIVERSITY
6 out of 12 directors are gender or ethnically/racially diverse
l Fortune 500 CEO/CFO Experience
l 0-5 Years
l 6-10 Years
l 10+ Years
l Diverse
l Gender
l Race/Ethnicity
     (Asian, Black, Latina)
    
11
Independent Directors
11 out of 12 independent directors
7
New Directors
There have been 7 new directors
in the past 5 years
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 at the time, in order to ensure a regular refreshment of Board positions supporting value creation. On November 29, 2023, the Board appointed both James Gorman and Jeremy Darroch as new directors. 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. On November 21, 2022, Carolyn Everson joined the Board. Ms. Everson brings deep experience in consumer-facing companies as a veteran media and advertising technology executive. On November 20, 2022, Bob Iger joined the Board in connection with his appointment as Chief Executive Officer (“CEO”), providing decades of media and entertainment experience. 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 of this proxy statement titled “Corporate Governance and Board Matters.”
Board Oversight
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 of this proxy statement titled “Proxy Summary — Shareholder Engagement and Responsiveness — Commitment to Investor Engagement and Overview of Responsive Actions” below and “Corporate Governance and Board Matters — The Board’s Role in Risk Oversight.” The Board specifically delegated oversight of certain risks to its committees:
The Audit Committee oversees cybersecurity and data security risks and mitigation strategies.
The Compensation Committee oversees the Company’s strategies and programs related to senior leadership succession planning; talent development and workforce equity matters, including diversity, equity and inclusion initiatives and results, employee engagement and employee surveys; and risks associated with the Company’s compensation policies and practices.
The Governance and Nominating Committee oversees the Company’s lobbying and political strategy; human rights policies; and environmental, social and governance (“ESG”) programs and reporting, including with respect to environmental and sustainability policies and initiatives to address climate change risks.
In addition, the Audit Committee reviews the Company’s policies and practices with respect to risk assessment and risk management.
4
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director 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
    
Contacted
96%
of our largest 25 shareholders in calendar year 2023
Held nearly
100
conversations
focused on Board, executive compensation, ongoing leadership succession process and topics related to sustainability and social impact, with shareholders across size and geography led by, as appropriate, independent members of the Board of Directors and our Investor Relations team
During fiscal 2023, including following the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), members of executive management and Board leadership continued their active engagement with shareholders. Our Investor Relations team engaged regularly throughout the 2023 calendar year with a broad subset of our investor base.
As part of its active engagement with shareholders, in January 2024, the Company entered into a confidentiality agreement with ValueAct Capital Management, L.P. (“ValueAct”), pursuant to which the Company may provide information to the investment firm and consult with ValueAct on strategic matters, including through meetings with the Board and management, and ValueAct will support the Board recommended slate of nominees for election to the Board at the Annual Meeting.
As part of our ongoing investor engagement, our Investor Relations team and Secretary engaged with each shareholder that submitted a shareholder proposal for consideration at the Annual Meeting to discuss the related proposal and the Governance and Nominating Committee evaluated each shareholder proposal. Topics relevant to shareholder proposals that we receive are also discussed as part of our outreach and engagement with a broad subset of our investor base. For more information regarding these matters, see the section of this proxy statement titled “Items to Be Voted On — Shareholder Proposals.”
In addition to these regular conversations, our Investor Relations team also held two formal rounds of engagement sessions, which included Board members, in the winter/spring and the fall with top shareholders to hear and respond to feedback. The feedback gathered during these conversations helped inform the Board’s thinking, in particular about compensation, governance and disclosure. We intend to continue a similar level of consistent shareholder engagement and feedback solicitation in 2024.
CR4061_Shareholder Engagement Graphic for Proxy_DCCR_V4_Update.jpg
5
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Commitment to Investor Engagement and Overview of Responsive Actions
Over the past three years, we have taken numerous responsive actions informed by shareholder feedback. Below we summarize key shareholder feedback the Company received from investors and highlights of actions the Company took in response.
KEY THEMES
WHAT WE HEARDWHAT WE DID
Board and Executive
Oversight
Increase Board oversight and executive leadership of certain focal areas
The Board memorialized the Audit Committee’s oversight of cybersecurity and data security risks in the Audit Committee Charter.
 
The Board memorialized the Compensation Committee’s oversight of risks associated with the Company’s compensation policies and practices in the Compensation Committee Charter and expanded the Compensation Committee’s oversight of workforce equity matters to include: diversity, equity and inclusion initiatives and results; employee engagement; and employee surveys.

The Board delegated oversight of the Company’s strategies and programs related to senior leadership succession planning and talent development to the Compensation Committee
 
The Board delegated oversight of lobbying and political strategy; human rights policies; and environmental, social and governance programs and reporting to the Governance and Nominating Committee.
 
We have implemented enhanced executive review of company-wide political contributions and lobbying.
Enhance disclosure of management succession
We expanded disclosure of our CEO and management succession, including the Succession Planning Committee and its duties, members and progress, under the section titled “Corporate Governance and Board Matters — Management Succession Planning.
Prioritize Board oversight of succession planning
The Board created a special Succession Planning Committee.

The Board appointed James Gorman and Jeremy Darroch, each of whom has overseen executive management succession processes at preeminent global institutions. Mr. Gorman was appointed to the Board’s Succession Planning Committee.
Increase Board expertise in media and entertainment
Over the last two years, the Board has appointed three veteran media executives: Jeremy Darroch, a media executive of a global multi-platform TV provider; Carolyn Everson, a media and advertising technology executive with deep experience in consumer-facing companies; and Bob Iger, a seasoned media and entertainment executive.
Maintain an independent Chairman
The Board elected an independent Chairman in fiscal 2022.
LobbyingEnhance disclosure of lobbying policies and activities
We expanded disclosure of trade association payments and we provide the rationale of each membership.

We prohibit the use of trade association dues for political candidate contributions.
 
We have increased disclosure on the Company’s core policy issues and key steps the Company may take when there is misalignment with trade associations.
 
We have integrated links to federal lobbying reports and state lobbying reports where readily available in environmental, social and governance reporting.
Human RightsExpand human rights disclosureWe updated our Human Rights Policy, enhanced public disclosures and provide an annual human rights report to the Governance and Nominating Committee.
Workforce DisclosureExpand reporting of the Company’s demographic and inclusion metricsWe have committed to disclosing quantitative metrics reflecting hiring, promotion and retention by gender, race and ethnicity before the end of 2024.
6
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
KEY THEMES
WHAT WE HEARDWHAT WE DID
Pay EquityReport on pay ratios across race/ethnicity and gender
We disclose annual adjusted gender, race and ethnicity pay ratio data (Pay Ratio Disclosure on the “ESG Reporting” page of our Impact website).

In 2023, we expanded our assessment of the adjusted pay ratio to include bonus and long-term incentives.

We have committed to disclosing our unadjusted median analysis of pay in 2024.
Executive Compensation
Increase the impact of performance on executive officer pay outcomes
For fiscal 2023, the Compensation Committee set the portion of the CEO’s long-term incentive award comprised of performance-based restricted stock units (also referred to as “PBUs”) at 60%, an increase from 50% in fiscal 2022. Starting in fiscal 2022, for all other NEOs (as defined herein, other than the Interim Chief Financial Officer (“CFO”)), PBUs comprise at least 50% of overall long-term incentive grant value, an increase from 30% in fiscal 2021.
 
The Compensation Committee increased the relative total shareholder return (“TSR”) test to achieve PBU target payout for all NEOs to the 55th percentile of S&P 500 companies starting in fiscal 2022. In fiscal 2023 and 2024, because TSR performance was below threshold, NEOs forfeited 100% of PBUs granted in fiscal 2020 and fiscal 2021 that were subject to performance against cumulative relative TSR, which were also subject to a minimum performance threshold.
Evaluate compensation metrics to reduce overlap and encourage strategic alignment
The Compensation Committee eliminated return on invested capital (“ROIC”) as a metric from the annual bonus program to eliminate overlap with the PBU metrics.
 
While continuing to use ROIC as a PBU metric in the long-term incentive program, the Compensation Committee returned to setting full 3-year goals in fiscal 2023.
 
The Compensation Committee aligned financial metrics with market practice and the Company’s overall growth and profitability goals by incorporating adjusted revenue, adjusted segment operating income and adjusted after-tax free cash flow as financial metrics and removed adjusted earnings per share.
Enhance executive compensation disclosures
Starting in 2023, we expanded disclosure for each of our annual bonus program metrics under the section titled “Executive Compensation — Compensation Discussion and Analysis” to include the performance target, and also included the disclosure of the performance leverage for the ROIC performance period for the PBUs.
Limitations on Certain Executive Payments
The Compensation Committee adopted a cash severance policy pursuant to which any cash severance payment will not exceed 2.99 times the sum of base salary plus target bonus for Section 16 officers without shareholder approval of such payment.

In fiscal 2023, the Company adopted The Walt Disney Company Clawback Policy, and current Section 16 officers of the Company have agreed in writing that employment agreements and other compensation agreements and plans are subject to the policy.
Dividend
Increase shareholder value through cash dividend
The Board announced a cash dividend of $0.30 per share in respect of the second half of fiscal 2023.
Chemical ManagementEnhance chemical management program and disclosure
We enhanced our chemical management program, increasing disclosure and establishing a Priority Chemicals List and specific timelines for reductions of certain chemicals in our consumer products, and we have committed to report progress on our chemical management program in our annual Sustainability and Social Impact report beginning in 2024.
7
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Compensation Structure and Philosophy
The Compensation Committee firmly believes in pay for performance.
In fiscal 2023, 96% of Mr. Iger’s target total direct annual compensation was variable or at risk based on Company and stock price performance. Mr. Iger’s target total direct annual compensation was comprised of 53% PBUs, 36% stock options, 4% base salary and 7% target annual incentive.
CEO
400
For fiscal 2023, Bob lger’s target equity award was composed of 60% performance-based restricted stock units and 40% options; the realized performance-unit value depends on two-year achievement of relative TSR and absolute ROIC performance, and the options only have value to the extent that Disney stock price increases.
Target payout for the relative TSR test of PBUs for all NEOs requires TSR performance at the 55th percentile of the S&P 500 companies. Additionally, PBUs represent at least 50% of the overall long-term incentive grant value for all NEOs (other than the Interim CFO).
More detail regarding our strategic priorities and our performance metrics can be found in the section of this proxy statement titled “Executive Compensation — Compensation Discussion and Analysis.”
8
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Sustainability Highlights
The Company has a longstanding commitment to operating responsibly in our business activities; investing in our people’s development, employee experience and well-being; fostering diversity, equity and inclusion in our workplace; undertaking meaningful and measurable environmental sustainability efforts; and having a positive social impact by supporting communities. The Governance and Nominating Committee oversees the Company’s ESG programs and reporting, including with respect to environmental sustainability policies and initiatives. Below are some highlights of our activities in support of that commitment. Additional details of the Company’s efforts are available at our Impact website and in our Sustainability and Social Impact (“SSI”) Report.
Human Capital Management
Environmental Sustainability
Health, Wellness, Family Resources and Other Benefits
 
Healthcare options aimed at improving quality of care while limiting out-of-pocket costs
Family care resources such as childcare and senior care programs, long-term care coverage and a family-building benefit
Free mental and well-being resources
Two Centers for Living Well that offer convenient, on-demand access to board-certified physicians and counselors
Retirement and savings programs that help employees adapt to changing needs and unexpected events and drive financial security in the present and the future
Talent Development and Education
 
Training and development programs (online, instructor-led and on-the-job learning formats)
Our education investment program, Disney Aspire, pays 100% of the tuition costs upfront for eligible participating employees at a variety of in-network learning providers and universities and reimburses employees for applicable books and fees. At the end of fiscal 2023, more than 15,000 current employees were enrolled and more than 3,800 current employees had graduated since the program launched in 2018.
Diversity, Equity and Inclusion
 
Published U.S. Employer Equal Opportunity data, as well as workforce and content diversity dashboards
Expanded pay ratio analysis to include bonus and long-term incentive awards, in addition to base pay, for U.S. employees based on gender, race and ethnicity; committed to disclosing an unadjusted median analysis of pay in March 2024
Offered an executive incubator program and creative talent development program designed to engage the next-generation creative executives from underrepresented backgrounds
Facilitated various Talent Network programs to help attract and develop a more diverse workforce
Supported employee-led Business Employee Resource Groups, which represent and support the diverse communities that make up our workforce
2030 Environmental Goals1
Emissions.jpg
Reduce absolute emissions from direct operations (Scope 1 & 2) by 46.2%, against a fiscal year 2019 baseline2
Achieve net zero emissions for our direct operations
Purchase or produce 100% zero carbon electricity
Reduce Scope 3 emissions through absolute reduction and supplier and licensee engagement3
Water.jpg
Implement localized watershed stewardship strategies and source sustainable seafood
Waste.jpg
Pursue zero waste to landfill at wholly owned and operated parks and resorts, and cruise line
Reduce single use plastics in our parks and resorts
Eliminate single-use plastics on cruise ships by 2025
Materials.jpg
Reduce the environmental impacts of materials used in the creation and packaging of our products, while also working to increase the sustainability of our manufacturing network
Sustainable Design.jpg
Design new projects to achieve near net zero greenhouse gas emissions, maximize water efficiency and support zero waste operations
1The complete set of our 2030 environmental goals is provided in our 2030 Environmental Goals White Paper, available on the Environmental Sustainability page of our Impact website. The White Paper also provides details around our goal coverage and approaches. Progress towards our goals is reported in our annual SSI Report. Disney’s 2023 SSI Report will be published in our second quarter of fiscal 2024.
2In fiscal year 2023, this goal was validated by the Science Based Target Initiative (SBTi).
3Our scope 3 goal has additional sub-goals for absolute reduction and supplier and licensee engagement. This sub-goal language is in our Environmental White Paper, and has also been validated by SBTi.
Human Rights
We maintain a Human Rights Policy, disclose our salient human rights issues and exercise human rights due diligence on an on-going basis to identify, prevent, mitigate and account for human rights risks and impacts.
9
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Background to the Solicitation
The summary below details the significant contacts between (a) the Company and the Trian Group beginning in early summer 2023 through the date of this proxy statement and (b) the Company and the Blackwells Group beginning in late November 2023 through the date of this proxy statement. The Trian Group previously sought to place Nelson Peltz, the Chief Executive Officer of Trian Management (or as an alternate, Matthew Peltz, Mr. Peltz’s son), on the Board starting in the summer of 2022 and culminating in their launch of a proxy contest in January 2023, which Mr. Peltz ceased during a live television interview on February 9, 2023. The contacts between the Company and the Trian Group leading up to and during such previous proxy contest are not described below, but are summarized in the Company’s definitive proxy statement filed with the SEC on February 6, 2023. This summary does not purport to catalogue every conversation of or between members of the Board, the Company’s management and the Company’s advisors, on the one hand, and representatives of the Trian Group and their advisors relating to the Trian Group’s solicitation or representatives of the Blackwells Group and their advisors relating to the Blackwells Group’s solicitation, on the other hand.
Since Mr. Peltz ended his 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. On May 30, 2023, Mr. Peltz sent a letter to the Company setting forth suggestions on investor communications to catalyze the stock price. Additionally, this letter expressed the Trian Group’s belief that “the market reaction following last quarter[‘s earnings] was too negative” and that the Trian Group was “aligned with the changes being implemented on costs and strategy.” Mr. Peltz also called Mr. Iger and Christine McCarthy, then the Company’s Senior Executive Vice President and Chief Financial Officer, demanding a seat on the Board and stating that the Trian Group intended to nominate a slate of nominees at the Annual Meeting unless the Company agreed to add him to the Board. This marked the 24th time since the summer of 2022 that either Mr. Peltz or Isaac Perlmutter, a former employee and current shareholder of the Company, who served as Chairman of Marvel Entertainment (and prior to that Chief Executive Officer of Marvel) until his termination on March 28, 2023, had sought a Board seat for Mr. Peltz.
On June 27, 2023, the Board met to discuss the letter from Mr. Peltz and to once again consider his qualifications for the Board. During this period, the Board was already actively engaged in a formal search for highly qualified candidates for the Board with strong skills and experience directly relevant to Disney, and was able to compare Mr. Peltz as a candidate against a variety of other potential Board candidates. This process ultimately resulted in the November announcement of the addition of Mr. Gorman and Mr. Darroch as directors. The Board concluded that its prior assessment of Mr. Peltz was unchanged in that he did not bring additive skills to the Board, and again decided not to offer Mr. Peltz a Board seat, but to continue to attempt to seek constructive engagement with him. Mr. Iger and Horacio Gutierrez, Disney’s Senior Executive Vice President, Chief Legal and Compliance Officer, communicated the Board’s decision to Mr. Peltz on July 3, 2023.
On October 8, 2023, The Wall Street Journal reported that according to “people familiar with the matter”, Mr. Peltz and the Trian Group had accumulated a stake in Disney valued at up to $2.5 billion, making the Trian Group “one of Disney’s largest investors”1. Although the article framed this as the Trian Group building a much larger position in Disney than it held during the proxy contest in 2023, it failed to mention that, as subsequently reported by The Wall Street Journal on October 30, 20232 and stated by the Company on November 30, 2023, approximately 78% of this position in Disney is owned by Mr. Perlmutter, who has agreed to give the Trian Group voting control over his Disney shares. The article also stated that the Trian Group was expected to request multiple seats on the Board, including one for Mr. Peltz, and would likely launch a proxy contest and nominate multiple director nominees if he was not given a Board seat.
On November 19, 2023, Mr. Iger and Mr. Gutierrez met with Mr. Peltz and Brian Schorr of the Trian Group in New York City. During this conversation, Mr. Peltz presented the Company with two options: either the Board would add Mr. Peltz and two additional mutually agreed upon directors prior to the Annual Meeting, or the Trian Group would run a proxy contest with a slate including Mr. Peltz and an unidentified number of nominees. Also in this meeting, Mr. Peltz criticized the stock price and repeated other critiques from his previous campaign. Mr. Iger asked Mr. Peltz what courses of action he would recommend to the Board to address his concerns. Mr. Peltz again offered no strategic insights or proposed courses of action to address his concerns, and instead responded that he was not there to put forth a plan, he was only there to get a Board seat. Mr. Iger and Mr. Gutierrez asked if Mr. Peltz would be interested in meeting with both the Board and Disney’s segment leaders the following week to provide insight into his thesis for Disney, but Mr. Peltz declined.
On November 21, 2023, Mr. Peltz and Mr. Iger spoke on the phone, and Mr. Peltz reiterated his criticisms while also demanding to know if Mr. Iger would endorse his appointment to the Board. Mr. Iger responded that Mr. Peltz’s request was a Board decision that would be discussed as a Board. Mr. Iger also again asked Mr. Peltz what advice or thesis he had for addressing the issues he perceived with the Company. Mr. Peltz offered no plans or proposal other than his addition to the Board. Mr. Iger inquired as to Mr. Perlmutter’s
1 Source: https://www.wsj.com/business/media/nelson-peltz-boosts-disney-stake-seeks-board-seats-77b2c589.
2 Source: https://www.wsj.com/business/media/peltzs-push-for-disney-board-seats-boosted-by-perlmutters-shares-a91f121e.
10
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
objective in his partnership with Mr. Peltz, noting the fraught history with Mr. Perlmutter whose employment Mr. Iger had terminated a few months earlier, having previously removed him from his executive position at Marvel in 2015. Mr. Peltz did not engage on these matters.
On November 24, 2023, Mr. Schorr sent a letter on behalf of the Trian Group to Mr. Gutierrez, asking that the letter be provided to the Board by the end of that weekend. This letter to the Board mentioned the number of Disney shares that the Trian Group beneficially owned (with no mention of Mr. Perlmutter or the Trian Group’s arrangements with him) and reiterated the Trian Group’s demand to add Mr. Peltz and two mutually agreed upon independent directors to the Board. This letter went on to say that if the Board did not comply, the Trian Group would nominate multiple candidates for election at the Annual Meeting, and also noted that adding new directors without adding Mr. Peltz would not be sufficient to avoid a proxy contest. This letter also reiterated criticisms of the Company’s stock performance and the Company’s financial performance in certain areas such as earnings per share and box office performance, and repeated critiques with respect to the Company’s efforts in succession planning. However, this letter again offered no strategic insights or proposed courses of action to address the Trian Group’s concerns.
On November 29, 2023, the Board met to discuss the proposal from the Trian Group, and determined that it would not be in the best interest of Disney or its shareholders to add Mr. Peltz to the Board for the same reasons as before. The Board instead approved the appointment, after an extensive evaluation and search process, of two new directors, James Gorman, Chairman and Chief Executive Officer of Morgan Stanley, and Jeremy Darroch, a veteran media executive and former Group Chief Executive Officer of Sky, each of whom brought significant skills and experience directly relevant to Disney.
On November 30, 2023, Mr. Iger and Mr. Gutierrez called Mr. Peltz and Mr. Schorr to convey the Board’s decision, and to offer Mr. Peltz and the Trian Group the opportunity to meet with the Board to present their ideas. Mr. Peltz expressed his displeasure that the Board had decided not to add him, promising to run a proxy contest with a slate that included himself. Later that day, in a subsequent
e-mail from Mr. Schorr to Mr. Gutierrez, Mr. Peltz and Mr. Schorr declined the invitation to present their ideas to the Board, stating that Mr. Peltz would only present his views on Disney if “the Board is open to reconsidering its decision regarding Board representation, including Nelson.” The e-mail went on to say that without such reconsideration on adding Mr. Peltz to the Board, they did not think a meeting with the Board would be productive. Mr. Gutierrez responded to this message by re-iterating the Board’s desire to find a way to work constructively with Mr. Peltz, and to let them know that the Board has an open door and an open mind if he were willing to present his ideas to the Board.
Also on November 30, 2023, the Blackwells Group issued a statement (the “November Statement”) expressing its support for the Company’s current management and the Board, noting, among other things, its criticism of the Trian Group’s nominations to the Board and its view that the current Board is acting in the best interests of all shareholders and should be allowed the time to focus on driving value at “one of America’s most iconic companies without this fatuous sideshow.”
On December 1, 2023, Mr. Schorr, on behalf of the Trian Group, sent a letter to the Company requesting a copy of the Company’s questionnaire for directors and director nominees pursuant to the Company’s bylaws. This letter criticized the Company’s recent amendment to its bylaws (which were focused on mechanics related to universal proxy rules and other standard market practices for director nominations).
On December 7, 2023, Jason Aintabi, on behalf of the Blackwells Group, sent a letter to the Company requesting a copy of the Company’s questionnaire for directors and director nominees pursuant to the Company’s bylaws.
On December 11, 2023, contrary to its position taken in the November Statement, a representative of the Blackwells Group conveyed to the Company the Blackwells Group’s intention to submit a letter informing Disney of its intention to nominate more than one nominee for election as directors of Disney at the Annual Meeting in opposition to the nominees recommended by the Board and the Trian Group Nominees (as defined below).
On December 13, 2023, Mr. Schorr sent an email to Mr. Gutierrez, which contained a similar message to the email on November 30, 2023, relating to the Trian Group’s interest in presenting to the Board being conditional upon the Board being open to reconsidering its decision regarding the Trian Group’s representation on the Board. Mr. Schorr also noted that the Trian Group would not be nominating Mr. Perlmutter to the Board.
On December 14, 2023, a representative of the Trian Group delivered a letter to the Company, informing Disney that the Trian Group intended to nominate Mr. Peltz and James Rasulo (together, the “Trian Group Nominees”) for election as directors of Disney at the Annual Meeting in opposition to the nominees recommended by the Board. Mr. Rasulo had been employed by Disney from 1986 to 2015, when he resigned from his position as Chief Financial Officer after being passed over for the role of Chief Operating Officer. During his time at Disney, Mr. Perlmutter was a staunch supporter of Mr. Rasulo. As publicly reported3, Mr. Perlmutter urged Mr. Iger in the early 2010s to seriously consider Mr. Rasulo as a successor, and told Mr. Iger “you broke my heart” when he was notified that Mr. Rasulo was not on a path as a potential successor to Mr. Iger. The Trian Group also issued a press release announcing the nomination of the Trian Group Nominees to the Board.
3 Source: https://www.wsj.com/business/nelson-peltz-to-nominate-himself-former-disney-cfo-jay-rasulo-to-disneys-board-1e18579a.
11
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
On January 2, 2024, a representative of the Blackwells Group delivered a letter to the Company informing Disney that the Blackwells Group intended to nominate Craig Hatkoff, Jessica Schell and Leah Solivan (together, the “Blackwells Group Nominees”) for election as directors of Disney at the Annual Meeting in opposition to the nominees recommended by the Board and the Trian Group Nominees. On January 3, 2024, the Blackwells Group issued a press release announcing the nomination of the Blackwells Group Nominees to the Board.
Also on January 3, 2024, the Company and ValueAct, following constructive conversations throughout the past year, announced a confidentiality agreement that enables the Company to provide information to ValueAct and consult with ValueAct on strategic matters, including through meetings with the Board and the Company’s management. As part of this agreement, ValueAct confirmed that it will support the Board’s slate of director nominees at the Annual Meeting.
On January 5, 2024, the Board (including all members of the Governance and Nominating Committee) discussed each Trian Group Nominee’s and each Blackwells Group Nominee’s candidacy, including in executive session with and without Mr. Iger present. After Mr. Iger left the meeting, the Governance and Nominating Committee and then the Board, by unanimous vote of all directors present, determined not to recommend Mr. Peltz, Mr. Rasulo, Mr. Hatkoff, Ms. Schell and Ms. Solivan. The Board determined to instead recommend 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 and Derica W. Rice as nominees to be included in the Board’s slate of director nominees for the Annual Meeting.
In deciding not to recommend Mr. Peltz, the directors considered a number of factors, including that in a two year quest for a seat on the Disney Board, Mr. Peltz had not actually presented a single strategic idea for Disney; that his assessment of Disney seemed oblivious to the ongoing secular change in the media industry; that Mr. Peltz’s experience was primarily in commodity consumer packaged goods businesses and not the media or technology sector, that Mr. Peltz had no experience in a business that is primarily driven by creative talent and focused on delivering uniquely memorable customer experiences; and that Mr. Peltz’s partnership with Mr. Perlmutter, who owns the lion’s share of the equity claimed by the Trian Group, and the complexity of Mr. Perlmutter’s history with Disney and Mr. Iger and other senior executives, created significant concern regarding how that partnership would impact Mr. Peltz’s agenda as a director.
In deciding not to recommend Mr. Rasulo, the directors considered a number of factors, including that after leaving Disney eight years earlier, Mr. Rasulo had no further executive role at any public company; that the media business, the impact of technology and the competitive universe had radically changed during that eight year period rendering his perspective on Disney stale and not relevant to the challenges of today; that an outdated perspective on the business would be damaging to the ongoing strategic transformation underway; that Mr. Rasulo’s four years as a director and also lead independent director of iHeartMedia, Inc. had not produced strong returns there; and the Board’s belief that Mr. Rasulo’s close relationship with Mr. Perlmutter, coupled with Mr. Rasulo’s having been passed over in the 2015 COO process despite Mr. Perlmutter’s sponsorship of him as a CEO successor, would likely inhibit Mr. Rasulo’s ability to work constructively with Mr. Iger and other executives at the Company with whom Mr. Perlmutter had clashed.
In deciding not to recommend Mr. Hatkoff, the directors considered a number of factors, including that his experience was primarily in the real estate and financial investment businesses, and he does not have any experience with large, public media and entertainment companies, particularly in the Company’s area of focus, nor any other consumer-facing businesses, let alone theme parks, cruises and experiences.
In deciding not to recommend Ms. Schell, the directors considered a number of factors, including that Ms. Schell would not be considered an independent director under the NYSE rules or the Company’s Corporate Governance Guidelines, because her brother and/or entities with which he is affiliated have ongoing contractual business relationships with the Company, pursuant to which he receives payments from the Company. The Board believes that maintaining its independence enhances the Board’s role of representing our shareholders’ interests and improves the Board’s ability to effectively oversee the Company and its management, and adding another non-independent director at this time would not serve the best interests of the Company and its shareholders. Further, although Ms. Schell has experience serving on the management teams of certain media and entertainment companies, she does not have any experience serving as a director of a public company or an operating company.
In deciding not to recommend Ms. Solivan, the directors considered a number of factors, including that her experience primarily includes her long-term role as Chief Executive Officer of TaskRabbit, Inc., an online marketplace company, and her role as managing director of a seed stage venture capital firm, which focuses on early stage consumer, software as a service and infrastructure companies, which experience the Board believes is not aligned with the Company’s strategy and does not contribute to the skill sets that are directly relevant to the Company’s businesses and strategic objectives. In addition, Ms. Solivan has never served as a director on any company board.
In determining to recommend the nominees in the Board’s slate, the Board considered, among other factors, the ability of the prospective nominees to represent the interests of the shareholders of the Company; the extent to which the prospective nominees contribute to the range of talent, skill and expertise appropriate for the Board; and the extent to which the prospective nominees help the Board reflect the diversity of the Company’s shareholders, employees, customers and guests and the communities in which it operates.

12
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Corporate Governance and Board Matters
Corporate Governance Documents
The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Corporate Governance Guidelines address, among other things, the composition and functions of the Board, Director independence, stock ownership by and compensation of Directors, management succession and review, Board leadership, Board committees and selection of new Directors.
The Company has Standards of Business Conduct, which are applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. The Board has a separate Code of Business Conduct and Ethics for Directors, which contains provisions specifically applicable to Directors.
Each standing committee of the Board is governed by a charter adopted by the Board.
The Corporate Governance Guidelines, the Standards of Business Conduct, the Code of Business Conduct and Ethics for Directors and each of the Audit, Compensation and Governance and Nominating Committee charters are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary. If the Company amends or waives the Code of Business Conduct and Ethics for Directors or the Standards of Business Conduct with respect to the principal executive officer, principal financial officer or principal accounting officer, it will post the amendment or waiver at the same location on its website.
13
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
The Board of Directors
The Board’s Director nominees are set forth below under the section titled “Corporate Governance and Board Matters — The Board of Directors — Director Nominees.” All Directors serve for a term ending at the next annual meeting following the annual meeting at which the Director was elected or following their appointment, as applicable, and until their successors are elected and qualified, or until their earlier death, resignation, disqualification or removal. In fiscal 2023, the Board met 10 times and each then-serving Director attended at least 75% of the aggregate number of meetings of the Board and committees on which such Director served that occurred while such Director served on the Board or the committees. All then-serving Directors attended the Company’s 2023 Annual Meeting. Under the Company’s Corporate Governance Guidelines, each Director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of such Director’s duties, including by attending meetings of the shareholders of the Company and meetings of the Board and committees of which such Director is a member.
Director Skills and Experience Matrix
Each of the Board’s Director nominees possesses core competencies that contribute to their service on the Disney board. In addition to those qualifications, our Director nominees collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives. The following table summarizes the key skills and experiences of each Director nominee that your Board considered important in its decision to nominate or re-nominate that individual to your Board. Further details about each Director nominee’s qualifications are set forth in their individual biographies.
Barra
Catz
Chang
Darroch
EversonFroman
Gorman
Iger
LagomasinoMcDonaldParkerRice
SKILLS CENTRAL TO DISNEY’S STRATEGY
Media and Entertainment
lll
Direct-to-Consumer Expertisellllllll
Technology and Innovationlll
l
ll
Strategic Transformation
llllll
360 Degree Brand Activation
lu
llllllll
lu
lu
l
Succession Planning
lllll
CORE COMPETENCIES
Business Development, Mergers and Acquisitions and Growth
llllllllllll
Corporate Responsibility Experience
lp
ll
lp
l
lp
ll
lp
lll
Executive Management Experience
lÀ
lÀ
l
lÀ
ll
lÀ
lÀ
l
lÀ
lÀ
l
Finance and Accounting
llnllnlllllllln
Global Business Operations
llllllllllll
Risk Management
llllllllllll
OTHER ATTRIBUTES
Cybersecuritylll
Diversityllllll
u
Denotes particular expertise in brand leadership and integration with consumer experiencepDenotes formal service in an ESG thought leadership roleÀDenotes public company CEO experiencenDenotes public company CFO experience
14
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
SKILLS & EXPERIENCE
APPLICATION TO THE COMPANY
SKILLS CENTRAL TO DISNEY'S STRATEGY
Media and Entertainment
As a premier entertainment company, the Company seeks to entertain, inform and inspire people around the globe through the power of storytelling and values a strong understanding of the risks and challenges specific to its industry and business
Direct-to-Consumer Expertise
As the Company continues to invest in and grow its direct-to-consumer (“DTC”) offerings and global distribution capabilities, oversight of and expertise in managing and creating new DTC products and capabilities help the Company stay ahead of evolving consumer preferences
Technology and Innovation
The Company must leverage innovative technological strategies and maintain an understanding of emerging technology trends to continuously improve the guest experience and build strong connections with audiences
Strategic Transformation
The changing and competitive markets and landscapes in which the Company operates require experience in overseeing large-scale corporate reorganization and transformation
360 Degree Brand Activation
Building brands that transcend entertainment and can be leveraged through multiple channels, utilizing consumer affinity that is created by delivering uniquely memorable experiences, is core to the Company’s ability to develop connections with audiences and guests
Succession Planning
Finding the right successor to our current leadership to promote effective leadership and management are important to the Company’s success and the long-term outcome for the Company
CORE COMPETENCIES
Business Development, Mergers and Acquisitions and Growth
Implementation of both organic and inorganic growth strategies, identification of acquisition and business combination targets, analysis of cultural and strategic fit and the development of strategic partnerships are instrumental to the Company’s long-term success
Corporate Responsibility Experience
The Company’s physical footprint and broad reach through its audience and guest base require consideration of a complex and evolving set of issues, including governance, human capital management, diversity, inclusion and environmental
Executive Management Experience
The scale and complexity of the business requires the successful alignment of various teams across functions and geographies to execute on strategic initiatives
Finance and Accounting
The Company’s business is multifaceted and requires a range of financial and accounting skill sets for effective oversight, including experience as an operating executive with responsibility for all or a portion of a company’s financial reporting, experience in the financial sector or private equity or as an audit committee member for publicly traded companies, or educational background or training in accounting or finance
Global Business Operations
The Company operates across many geographies with audiences and guests from different backgrounds, requiring an understanding of the nuances of the international business environments
Risk Management
The Company’s scale and complexity necessitate a thoughtful and coordinated approach to risk management, including clear understanding and oversight of the various risks facing the Company
OTHER ATTRIBUTES
Cybersecurity
The Company’s evolving and growing consumer base and increasing connectivity with customers through a wide range of offerings and services require deep experience in technology and processes to protect the storage of information and maintain confidentiality, safeguarding the Company’s principles of privacy by design, accountability and transparency
Diversity
Pursuant to the Corporate Governance Guidelines, the Board shall reflect the diversity of the Company’s shareholders, employees, customers, guests and communities
15
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Director Nominees
Mary T. Barra
CHAIR AND CHIEF EXECUTIVE OFFICER, GENERAL MOTORS COMPANY
Image_8.jpg
Age: 62
Director since:
2017
Committees:
Compensation
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
Ms. Barra has deep experience in strategy, innovation and brand evolution through her role in driving General Motors’ transformation to electric vehicles by prioritizing strategic investments in connectivity and electrification driving technologies, which provides an important perspective on the Board throughout the Company’s own strategic progression and embracing of technological change and shifts in consumer sentiment
As Chief Executive Officer of General Motors, she provides invaluable insight on large-scale cost rationalization, organizational restructuring and maintaining strong brand leadership
She brings meaningful experience in human capital management and executive compensation-related matters in her role on the Company’s Compensation Committee, where she focuses on aligning incentive structures with shareholder value creation and execution of long-term strategic priorities
Other Key Skill Sets
Overseeing and managing diverse and inclusive executive teams and a sizeable global workforce, with an emphasis on development and marketing of technology-based consumer-facing products through her various executive roles at General Motors
Governance and public policy thought leadership, understanding of worldwide consumer markets and risks facing large public companies with complex retail operations through her previous role as chair of the Business Roundtable
Employment Experience:
2016–Present
Chair and Chief Executive Officer, General Motors Company (an automotive manufacturing company)
2014–2016
Chief Executive Officer, General Motors Company
2013–2014
Executive Vice President, Global Product Development, Purchasing and Supply Chain, General Motors Company
2011–2013
Senior Vice President, Global Product Development, General Motors Company
2009–2011
Vice President, Global Human Resources, General Motors Company
2008–2009
Vice President, Global Manufacturing Engineering, General Motors Company
Other Public Company Directorships:
General Motors Company (2014–Present)

16
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Safra A. Catz
CHIEF EXECUTIVE OFFICER, ORACLE CORPORATION
Image_9.jpg
Age: 62
Director since:
2018
Committees:
Audit
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
Through Ms. Catz’s position as Chief Executive Officer and formerly Chief Financial Officer of Oracle Corporation, she provides invaluable insight to both the leadership team and fellow Board members on long-term strategic planning and execution and large-scale cost rationalization and organizational structure evaluation
Ms. Catz oversaw the successful acquisition and integration of companies at Oracle and led the company through a period of tremendous growth and innovation, a key skill set to contribute to the Board throughout Disney’s prior acquisition strategies and future development
Ms. Catz’s executive leadership roles at Oracle also allow her to offer impactful guidance to the Board and leadership team on the rapidly changing technological landscape that affects our businesses
Her experience leading the financial function of a complex, global technology company strengthens her role on the Audit Committee through the extensive financial and accounting and risk management expertise she brings to the Board and committee
Other Key Skill Sets
Cybersecurity and artificial intelligence oversight, including the protection of electronically stored data from her executive roles at Oracle and through her experience reviewing advances in artificial intelligence as a commissioner of the National Security Commission on Artificial Intelligence
Brand management and governance thought leadership developed through the oversight of the strategic direction of Oracle
Employment Experience:
2014–Present
Chief Executive Officer, Oracle Corporation (a computer technology corporation)
2011–2014
President and Chief Financial Officer, Oracle Corporation
2008–2011
President, Oracle Corporation
2005–2008
President and Chief Financial Officer, Oracle Corporation
2004–2005
President, Oracle Corporation
1999–2004
Various positions, Oracle Corporation
Other Public Company Directorships:
Oracle Corporation (2001–Present)
17
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Amy L. Chang
FORMER EXECUTIVE VICE PRESIDENT, CISCO SYSTEMS, INC.
Image_10.jpg
Age: 47
Director since:
2021
Committees:
Governance and Nominating
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
Ms. Chang has developed expertise across the technology sector from her time as an Executive Vice President at Cisco Systems, Inc., leading product development for Google Ads Measurement and Reporting and a founder of a digital startup
She provides a unique viewpoint of emerging technology trends and their implications for consumer and retail businesses and the implementation of innovative technological business strategies that are particularly important as the company evaluates the impact of, and opportunities presented by, new technologies in content production, our direct-to-consumer businesses and our parks
Ms. Chang also provides valuable perspective on talent attraction and retention for key technical roles that are vital to Disney’s content creation and digitally driven teams and an understanding of large-scale cost rationalization and analysis of organizational structure from her tenure as a public company director and an executive at Google and Cisco
Other Key Skill Sets
Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity and artificial intelligence, gained through her tenure at Cisco and Accompany
Deep understanding of strategic planning, corporate governance, social initiatives and executive management succession planning gained through public company board leadership
Employment Experience:
2018–2020
Executive Vice President and General Manager, Collaboration,
Cisco Systems, Inc. (a networking hardware company)
2013–2018
Founder and Chief Executive Officer, Accompany, Inc. (an artificial intelligence/machine learning-based relationship intelligence platform company)
2005–2012
Global Head of Product, Google Ads Measurement; various additional positions, Google LLC (a technology company)
Other Public Company Directorships:
Procter & Gamble (2017–Present)
Former Public Company Directorships:
Marqeta, Inc. (2021–2022)
Cisco Systems, Inc. (2016–2018)
18
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
D. Jeremy Darroch
FORMER EXECUTIVE CHAIRMAN AND GROUP CHIEF EXECUTIVE OFFICER, SKY
JeremyDarroch_Circle_web.gif
Age: 61
Director since:
2024
Committees:
Audit
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
As Group Chief Executive Officer of Sky, Mr. Darroch led the company’s tremendous growth and transformation from a linear satellite broadcaster into one of Europe’s largest multi-platform TV providers, providing valuable insights to the Board and management in navigating its strategic expansion of DTC offerings and changing media and entertainment landscapes
Mr. Darroch’s experience leading Sky’s executive teams and creative content investments and advising MultiChoice Group as senior advisor, provide key perspectives for the Company regarding its content creation, management of creative talent and brand evolution
As former Chief Financial Officer of Sky, Mr. Darroch’s financial executive experience and extensive finance, accounting and risk management expertise strengthen his role on the Audit Committee
Other Key Skill Sets
Deep knowledge of management succession planning, global brands and risk management
Strong experience in governance and sustainability and social impact thought leadership through his experience leading Sky’s corporate responsibility programs and as Chairman of the National Oceanography Centre
Employment Experience:
2021
Executive Chairman, Sky (a media and entertainment company and a division of Comcast Corporation)
2018–2021
Group Chief Executive Officer, Sky
2007–2018
Chief Executive Officer, Sky PLC
2004–2007
Chief Financial Officer, Sky PLC
Other Public Company Directorships: Reckitt Benckiser Group PLC (2022–Present)
Former Public Company Directorships:
Ahren Acquisition Corp. (2021–2023)
Burberry Group plc (2014–2019)
Sky PLC (2004–2018)
19
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Carolyn N. Everson
FORMER PRESIDENT, INSTACART
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Age: 52
Director since:
2022
Committees:
Compensation
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
From her experience leading marketing solutions and global sales teams at Instacart, Meta Platforms, Inc. and Microsoft Corporation and as a former board member of Creative Artists Agency, Ms. Everson offers strong insight to the Board and leadership team on navigating evolving media landscapes and advertising environments as well as branded, consumer-facing technology and its intersection with marketing, which has been critical to the Board's oversight of the Company’s operations and strategy as we continue to expand our customer base
As a senior advisor for Permira, a private equity firm focused on technology and consumer brands, and a senior advisor for Boston Consulting Group in the Technology, Media & Telecom and Marketing, Sales & Pricing practice areas, Ms. Everson brings experience evaluating internet and digital media businesses from an investor perspective 
Through her public company board leadership experience, Ms. Everson maintains an understanding of large-scale cost rationalization and effective organizational structure 
Ms. Everson further expands the Board’s collective skill sets through her experience in the advertising technology space and enhances its strategic oversight
Other Key Skill Sets
Understanding of business development and executive management processes gained through leadership of strategy teams at global technology companies 
Risk management and corporate governance oversight through her public company board experience
The Company entered into a support agreement with Third Point LLC pursuant to which the Company appointed Ms. Everson as a director and agreed to include Ms. Everson as a director nominee for the Annual Meeting, and Third Point LLC agreed to customary standstill, voting and other provisions through the Annual Meeting.
Employment Experience:
2021
President, Instacart (a grocery retail company)
2011–2021
Vice President, Global Marketing Solutions, Meta Platforms, Inc. (a technology company)
2010–2011
Corporate Vice President, Global Advertising Sales, Strategy & Marketing, Microsoft Corporation (a technology corporation)
2004–2010
Various positions (most recently Chief Operating Officer and Executive Vice President, Advertising Sales), MTV Networks Company (a media entertainment company)
2000–2003
Various positions (including Vice President, Classifieds and Direct Response Advertising, and Vice President and General Manager, PriMedia Teen Digital Group), PriMedia, Inc. (an advertising company)
Other Public Company Directorships:
Under Armour, Inc. (2023–Present)
The Coca-Cola Company (2022–Present)
Former Public Company Directorships:
Hertz Global Holdings, Inc. (2016–2018)
20
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Michael B. G. Froman
PRESIDENT, COUNCIL ON FOREIGN RELATIONS
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Age: 61
Director since:
2018
Committees:
Governance and Nominating
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
Mr. Froman delivers strategic insight to the Board and leadership team on complex international affairs and global issues gained from his experience as President of the Council on Foreign Relations, the Assistant to the President and Deputy National Security Advisor for International Economic Policy, and as the United States Trade Representative
His roles as President of the Council on Foreign Relations and as former Vice Chairman and President, Strategic Growth, of Mastercard Incorporated, overseeing strategic growth and leveraging technology to expand digital inclusion at Mastercard enable him to offer guidance to the Company on international markets in which we participate, factors affecting international trade and the balance of risks and opportunities in a dynamic marketplace
Mr. Froman has deep expertise in the complex digital governance and cyber issues facing global companies, including international regulation of digital platforms, cross border data flows and data usage, as well as concerns about privacy protection and cybersecurity
Mr. Froman’s perspective is particularly impactful given our strategic focus on innovation in changing markets and the global growth of our customer base
Other Key Skill Sets
International trade, finance, executive and brand management and risk management gained through executive leadership roles
Meaningful experience with alternative investments business and environmental and social policy implementation
Employment Experience:
2023–Present
President, Council on Foreign Relations (an independent, non-partisan membership organization, think tank, publisher and educational institution that serves as a resource on foreign policy, national security issues and international economic affairs)
2018–2023
Vice Chairman and President, Strategic Growth, Mastercard Incorporated (a financial services company)
2013–2017
United States Trade Representative, Executive Office of the President
2009–2013
Assistant to the President and Deputy National Security Advisor for International Economic Policy, Executive Office of the President 
1999–2009
Various positions (including Chief Executive Officer of CitiInsurance and Chief Operating Officer of alternative investments business), Citigroup (a financial services company)

21
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
James P. Gorman
EXECUTIVE CHAIRMAN, MORGAN STANLEY
James-Gorman_Circle_web.gif
Age: 65
Director since:
2024
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
As Executive Chairman and former Chief Executive Officer of Morgan Stanley, Mr. Gorman has an established record driving strategic transformation of a global financial institution with a long-term sustainable business model, bringing important insight for the Company’s strategic progression
Mr. Gorman successfully executed innovative technological strategies leading Morgan Stanley’s acquisition and integration of online trading platform, E-Trade, providing key perspectives as the Company leverages technology to advance its strategy
Through his roles at Morgan Stanley and Merrill Lynch and as former president of the Federal Advisory Council to the U.S. Federal Reserve Board, Mr. Gorman has deep finance management, investment and fiduciary expertise evaluating businesses
Other Key Skill Sets
Successfully oversaw a multi-year CEO succession process and director succession planning
Managing diverse and inclusive executive teams and a sizeable global workforce
Brand and risk management and governance and public policy thought leadership developed through his roles at The Business Council, Business Roundtable and the Council on Foreign Relations
Employment Experience:
2024–Present
Executive Chairman, Morgan Stanley (a global financial services firm)
2012–2023
Chairman and Chief Executive Officer, Morgan Stanley
2010–2011
President and Chief Executive Officer, Morgan Stanley
2007–2009
Co-President, Morgan Stanley
2006–2007
Various positions, Morgan Stanley
1999–2005
Various positions, Merrill Lynch & Co., Inc. (a global financial services firm)
Other Public Company Directorships:
Morgan Stanley (2010–Present)
22
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Robert A. Iger
CHIEF EXECUTIVE OFFICER, THE WALT DISNEY COMPANY
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Age: 72
Director since:
2022; 2000-2021
Committees:
Executive
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
Gained through his experience serving as Chief Executive Officer of Disney for 15 years and former Executive Chairman, Mr. Iger has an unmatched knowledge of the Company and the creative content it produces, and an in-depth understanding of fostering innovation through technology and connecting to audiences in our markets around the world
Throughout Mr. Iger’s tenure at Disney, he successfully expanded the Company’s geographic presence, identified new revenue streams and initiated the Company’s DTC efforts, expanding the scale and global reach of Disney’s storytelling and streaming services
Mr. Iger has also furthered Disney’s rich history of storytelling through the successful landmark acquisitions and integration of Pixar, Marvel, Lucasfilm and 21st Century Fox
His detailed understanding of all facets of the Company, and prior experience leading Disney through various market conditions and implementing successful strategic shifts throughout his career, have uniquely positioned Mr. Iger to serve as Chief Executive Officer of Disney and a member of the Board of Directors at this time
Other Key Skill Sets
Knowledge of finance and accounting and operational expertise gained through experience in Chief Executive Officer and other leadership positions
Deep understanding of risk management and corporate governance and social initiatives gained through his public company board experience
The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected.
Employment Experience:
2022–Present
Chief Executive Officer, The Walt Disney Company
2020–2021
Chairman of the Board and Executive Chairman, The Walt Disney Company
2012–2020
Chairman and Chief Executive Officer, The Walt Disney Company
2005–2012
President and Chief Executive Officer, The Walt Disney Company
2000–2005
President and Chief Operating Officer, The Walt Disney Company
1999–2000
Chairman, ABC Group; President, Walt Disney International
1994–1999
President and Chief Operating Officer, ABC, Inc. (a broadcasting company)
Former Public Company Directorships:
The Walt Disney Company (2000–2021)
Apple Inc. (2011–2019)
23
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Maria Elena Lagomasino
CHIEF EXECUTIVE OFFICER AND MANAGING PARTNER, WE FAMILY OFFICES
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Age: 74
Director since:
2015
Committees:
Governance and Nominating;
Compensation (Chair)
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
As a founder of the Institute for the Fiduciary Standard and advisory board member of the Millstein Center for Global Markets and Corporate Ownership, Ms. Lagomasino is an expert in the field of governance and social thought leadership
As an executive leader in private banking industries and as a member of the Council on Foreign Relations, she has deep wealth management, investment and fiduciary expertise and extensive experience in leading complex organizations and evaluating businesses from an investor perspective in a variety of industries with varying size and complexities
She brings meaningful experience in executive compensation-related matters from her role as Chair of the Company’s Compensation Committee, where she focuses on overseeing the alignment of incentive structures with shareholder value creation and execution of long-term strategic priorities
Other Key Skill Sets
Extensive experience across domestic and international finance, investment and capital markets through her roles at WE Family Offices and JP Morgan
Significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards
Employment Experience:
2013–Present
Chief Executive Officer and Managing Partner, WE Family Offices (a wealth management company and registered investment advisor)
2005–2012
Chief Executive Officer, GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc. (a bank holding company)
2001–2005
Chairman and Chief Executive Officer, JP Morgan Private Bank, a division of JP Morgan Chase & Co. (an investment banking company)
1983–2001
Various positions (most recently Managing Director, Global Private Banking Group), The Chase Manhattan Bank (a consumer banking company)
Other Public Company Directorships:
The Coca-Cola Company (2008–Present)
24
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Calvin R. McDonald
CHIEF EXECUTIVE OFFICER, LULULEMON ATHLETICA INC.
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Age: 52
Director since:
2021
Committees:
Compensation
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
Mr. McDonald has over 25 years of retail and brand-building experience, bringing powerful insight to the Board on integrating customer experience across multiple channels
As Chief Executive Officer of lululemon athletica, he has led the company in innovating integrated guest experiences and offers valuable perspective on the growth, development and guest innovation of an international consumer business that is particularly relevant to Disney’s leadership team
Mr. McDonald is responsible for the growth, development and consumer product operations of lululemon athletica, including overseeing the company’s incorporation and expansion of a DTC offering and creative product design, providing him a fundamental understanding of consumer strategies that support and accelerate customer engagement
Other Key Skill Sets
Deep understanding of management, leadership and executive management from his experience at lululemon athletica
Strong knowledge of finance and accounting, risk management and corporate governance and social initiatives gained through his role as a public company chief executive officer
Employment Experience:
2018–Present
Chief Executive Officer, lululemon athletica inc. (an athletic apparel company)
2013–2018
President and Chief Executive Officer, Sephora Americas, a division of the LVMH group of luxury brands
2011–2013
President and Chief Executive Officer, Sears Canada (a department store company)
Other Public Company Directorships:
lululemon athletica inc. (2018–Present)
Former Public Company Directorships:
Sephora Americas (2013–2018)
25
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Mark G. Parker
EXECUTIVE CHAIRMAN, NIKE, INC.
Image_17.jpg
Age: 68
Director since:
2016
Committees:
Governance and Nominating (Chair);
Executive (Chair)
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
As the former President and Chief Executive Officer of NIKE, Mr. Parker has overseen and managed the growth of a complex, global organization, and has experience exercising cost discipline and oversight of organizational structure, as well as successful executive management succession planning, bringing a valuable perspective to fellow directors and the broader leadership team
Through this experience, Mr. Parker brings first-hand knowledge of workforce and human capital management including managing creative talent and compensation, a critical skill set for Disney’s Board given our continued focus on human capital management oversight
Mr. Parker offers a unique insight to the Company regarding leading direct-to-consumer expansion and the design, production, marketing and distribution of consumer products, in addition to managing a major international consumer brand through various market evolutions over a more than 40-year time period
Other Key Skill Sets
Financial and executive management and risk management background gained through roles as President and Chief Executive Officer, as well as Executive Chairman of NIKE
Experience in integrating environmental and social practices into corporate strategy through his leadership at NIKE as the company integrated sustainable innovation into product development and manufacturing
Employment Experience:
2020–Present
Executive Chairman, NIKE, Inc. (a footwear and apparel company)
2016–2020
Chairman, NIKE, Inc.
2006–2020
President and Chief Executive Officer, NIKE, Inc.
1979–2006
Various positions (including product research, design and development, marketing and brand management), NIKE, Inc.
Other Public Company Directorships:
NIKE, Inc. (2006–Present)
26
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Derica W. Rice
FORMER EXECUTIVE VICE PRESIDENT, CVS HEALTH CORPORATION
Image_18.jpg
Age: 58
Director since:
2019
Committees:
Audit (Chair)
Notable Experience Aligned with Disney’s Strategy and Key Board Contributions
Mr. Rice offers extensive experience on the alignment of financial and strategic objectives and an understanding of cost discipline and effective organizational structure, a primary focus of the Company’s Board and management team particularly throughout Disney’s strategic evolution, through his experience in key financial and operational roles at global companies, including as Chief Financial Officer of Eli Lilly for more than a decade
His strong knowledge of large brand-focused organizations gained through experience leading the pharmacy benefits management business of CVS Health and as Chief Financial Officer of Eli Lilly has been a valuable addition to the Board
Mr. Rice provides expertise in financial oversight and accounting through his financial executive experience, as well his experience on the audit committee of the boards of public companies, enhancing Disney’s Audit Committee oversight of risks that may arise out of financial planning and reporting, internal controls and information technology
Other Key Skill Sets
Strong understanding of broader risk management oversight and complex, global business operations through senior operation roles at CVS and Eli Lilly
Deep understanding of strategic planning, corporate governance and social initiatives through service on other public company boards
Employment Experience:
2018–2020
Executive Vice President, CVS Health Corporation (a pharmacy company)
2018–2020
President, CVS Caremark, the pharmacy benefits management business of CVS Health Corporation
2006–2017
Chief Financial Officer and Executive Vice President of Global Services, Eli Lilly and Company (a pharmaceutical company)
2003–2006
Vice President and Controller, Eli Lilly and Company
1990–2005
Various Executive Positions, Eli Lilly and Company
Other Public Company Directorships:
The Carlyle Group Inc. (2021–Present)
Bristol-Myers Squibb Company (2020–Present)
Target Corporation (2007–2018); (2020–Present)
27
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Board Leadership
The Company’s Corporate Governance Guidelines provide that the Chairman of the Board shall in the normal course be an independent director unless the Board concludes that, in light of the circumstances, the best interests of shareholders would be otherwise better served. In such event, the Company’s Corporate Governance Guidelines require that the Company explain the Board’s decision, designate an independent Director to serve as Lead Director and set out the duties of the Lead Director.
The current Chairman of the Board is Mark Parker, who was appointed immediately following the 2023 Annual Meeting. Mr. Parker is an independent Director and has extensive leadership experience as a transformative corporate leader and a deep understanding of the Board and the Company. In determining to appoint Mr. Parker as Chairman, the Board considered Mr. Parker’s years of experience serving as a Director on the Board of the Company since 2016; four decades of experience at a Fortune 100 consumer-facing company, including as executive chairman and as chairman, president and chief executive officer; successful history navigating chief executive officer succession; deep understanding of the dynamic operating environment currently facing international, consumer-facing companies with significant brand recognition; and compelling, productive leadership style. The Board conducts a self-evaluation annually and reviews its composition and leadership.
Committees
The Board has four standing committees: Audit; Governance and Nominating; Compensation; and Executive.
Audit Committee
  
Safra A. Catz
D. Jeremy Darroch
Francis A. deSouza
Derica W. Rice (Chair)
The Audit Committee is responsible for, among other things, overseeing the Company’s financial statements, internal controls, compliance with legal and regulatory requirements, internal audit function and Company’s relationship with its independent auditor. The Committee also oversees cybersecurity and data security risks and mitigation strategies. The Committee also reviews the Company’s policies and practices with respect to risk assessment and risk management. For more information on the functions of the Committee, see the section titled “Audit-Related Matters — Audit Committee Report.” The Committee met 9 times during fiscal 2023. All of the members of the Committee are independent within the meaning of SEC regulations, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Board has determined that all members of the Committee, Ms. Catz, Mr. Darroch, Mr. deSouza and Mr. Rice, are qualified as audit committee financial experts within the meaning of SEC regulations and that they have accounting and related financial management expertise within the meaning of the listing standards of the New York Stock Exchange. The Board has determined that Mr. Rice’s simultaneous service on the audit committees of more than three public companies will not impair his ability to effectively serve on the Committee. In fiscal 2024, the Board appointed Mr. Darroch to the Committee and, following the Annual Meeting, Mr. deSouza will no longer be a member of the Board.
28
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Governance and Nominating Committee
  
Amy L. Chang
Michael B.G. Froman
Maria Elena Lagomasino
Mark G. Parker (Chair)
The Governance and Nominating Committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of the Company’s Corporate Governance Guidelines. In addition, the Committee assists the Board in developing criteria for open Board positions, reviews background information on potential candidates and makes recommendations to the Board regarding such candidates. The Committee also reviews and approves transactions between the Company and Directors, executive officers, 5% or greater shareholders and their respective affiliates under the Company’s Related Person Transaction Approval Policy; supervises the Board’s annual review of Director independence and the Board’s annual self-evaluation; makes recommendations to the Board with respect to compensation of non-executive members of the Board; makes recommendations to the Board with respect to committee assignments; oversees the Board’s director education practices; and reviews the Company’s political contributions activity and policy, as well as the procedures and controls related to political contributions. The Committee has oversight of environmental, social and governance reporting, including with respect to environmental and sustainability policies and initiatives to address climate change risks, lobbying and political strategy and human rights policies. The Committee met 8 times during fiscal 2023. All of the members of the Governance and Nominating Committee are independent within the meaning of the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.
Compensation Committee
  
Mary T. Barra
Carolyn N. Everson
Maria Elena Lagomasino (Chair)
Calvin R. McDonald
The Compensation Committee oversees the discharge of the responsibilities of the Board relating to the evaluation and compensation of the Company’s Chief Executive Officer and certain other executive officers, under applicable rules and regulations and as otherwise delegated to the Committee by the Board from time to time. The Committee has oversight of the Company’s strategies and programs related to senior leadership succession planning and talent development; workforce equity matters, including diversity, equity and inclusion initiatives and results, employee engagement and employee surveys; and risks associated with the Company’s compensation policies and practices. The Committee has authority to delegate specific tasks to a standing or ad hoc subcommittee if it contains at least the minimum number of directors necessary to meet any regulatory requirements. Additional information on the roles and responsibilities of the Committee is provided under the heading “Executive Compensation — Compensation Discussion and Analysis” below. The Committee met 10 times in fiscal 2023. All of the members of the Committee are independent within the meaning of SEC regulations, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.
Executive Committee
  
Robert A. Iger
Mark G. Parker (Chair)
The Executive Committee serves primarily as a means for taking action requiring Board approval between regularly scheduled meetings of the Board. The Executive Committee is authorized to act for the full Board on matters other than those specifically reserved by Delaware law to the Board. In practice, the Committee rarely takes action, and the Executive Committee held no meetings in fiscal 2023. Each of Mr. Iger, who currently serves on the Committee, and Robert A. Chapek, the Company’s former Chief Executive Officer, served on the Committee for a portion of fiscal 2023.
29
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
The Board’s Role in Risk Oversight
As noted in the Company’s Corporate Governance Guidelines, the Board, acting directly or through committees, is responsible for “assessing major risk factors relating to the Company and its performance” and “reviewing measures to address and mitigate such risks.” In discharging this responsibility, the Board, either directly or through committees, assesses both (a) risks that relate to the key economic and market assumptions that inform the Company’s business plans (including significant transactions) and growth strategies and (b) significant operational risks related to the conduct of the Company’s day-to-day operations including risks across a range of timeframes. The Company and the Board consult with relevant external advisors as appropriate.
Risks relating to the market and economic assumptions that inform the Company’s business plans and growth strategies are specifically addressed with respect to each segment in connection with the Board’s review of the Company’s long-range plan. The Board also has the opportunity to address such risks with management at each Board meeting in connection with its regular review of significant and emerging risks, including business and financial developments. The Board reviews risks arising out of specific significant transactions when these transactions are presented to the Board for review or approval. The Company also incorporates ongoing education regarding the Company’s businesses and Directors’ duties in the Board and committee meetings.
Significant operational risks that relate to ongoing business operations are the subject of regularly scheduled reports to either the full Board or one of its committees. The Audit Committee oversees general and compliance risks. The Board acting through the Audit Committee reviews as appropriate whether these reports cover the significant risks that the Company may then be facing.
Each of the Board’s standing committees addresses risks that fall within the committee’s areas of responsibility:
AUDIT COMMITTEECOMPENSATION COMMITTEEGOVERNANCE AND
NOMINATING COMMITTEE
The Audit Committee addresses general risks and annually reviews the Company’s policies and practices with respect to risk assessment and risk management with the Chief Legal and Compliance Officer. In addition, the Audit Committee addresses risks arising out of financial planning and reporting, internal controls and information technology, including cybersecurity and data security. The Audit Committee reserves time at each meeting for private sessions with the Chief Financial Officer, Chief Legal and Compliance Officer, head of the internal audit department and outside auditors.
The Compensation Committee addresses risks arising out of the Company’s executive compensation policies and practices, as described in more detail in the section titled “Executive Compensation — Other Compensation Information — Risk Management Considerations,” the Company’s strategies and programs related to senior leadership succession planning and talent development and workforce equity, including diversity, equity and inclusion initiatives and results; employee engagement; and employee surveys.
The Governance and Nominating Committee addresses risks arising out of corporate governance, director compensation, investor engagement and environmental, social and governance programs and reporting, including with respect to environmental and sustainability policies and initiatives to address climate change risks. In addition, the Governance and Nominating Committee oversees the Company’s human rights policies and lobbying and political strategy, including political contributions. The Governance and Nominating Committee annually reviews domestic political contribution activity, as well as the procedures and controls related to political contributions.
The risks periodically reviewed by committees are also reviewed by the entire Board when a committee or the Board determines this is appropriate.
The Audit Committee oversees information technology risks, including cybersecurity and data security risks. Day-to-day management of data security is currently the responsibility of our Senior Vice President, Chief Information Security Officer, who works in close collaboration with our Executive Vice President, Enterprise Technology & Chief Information Officer. Both individuals hold senior executive positions and report directly to our Chief Financial Officer. The Audit Committee reviews cybersecurity and data security risks and mitigation strategies with the Chief Information Security Officer at least annually. The Chief Information Security Officer reviewed cybersecurity and data security risks with the Audit Committee and Board 3 times in fiscal 2023. Day-to-day management of our data privacy policies is currently overseen by our Senior Vice President, Global Public Policy, who reports directly to our Chief Legal and
30
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Compliance Officer. The Governance and Nominating Committee oversees the Company’s human rights policies and receives an annual report on human rights-related risks, which has included risks associated with artificial intelligence. The full Board also reviews reports regarding certain potential uses of generative artificial intelligence and the development of generative artificial intelligence governance principles.
The independent Chairman promotes effective communication and consideration of matters presenting significant risks to the Company through the Chairman’s role in developing the Board’s meeting agendas, advising committee chairs, chairing meetings of the Board and facilitating communications between independent Directors and the Chief Executive Officer.
Management Succession Planning
The Board is highly focused on management succession planning, as evidenced by the progress of its special Succession Planning Committee. While moving with urgency, the Board is committed to finding the right leader and focused on achieving a successful long-term outcome for the Company and its shareholders.
During fiscal 2023, the Board intensified its focus and adjusted its approach to CEO succession planning, as reflected by its appointment in January 2023 of a special Succession Planning Committee to advise the Board. Mr. Parker serves as Chair and Ms. Barra, Mr. deSouza and Mr. McDonald serve as members of the Succession Planning Committee. The Succession Planning Committee actively engaged in an intensive, diligent and rigorous search process in 2023. In fiscal 2024, the Board appointed Mr. Gorman to the Succession Planning Committee and following the Annual Meeting, Mr. deSouza will no longer be a member of the Board. The Succession Planning Committee met 6 times during fiscal 2023. Both Mr. Parker and Mr. Gorman have successfully led CEO succession processes at globally preeminent institutions, which experience they bring to this committee. The Succession Planning Committee’s duties, all of which it executed against during fiscal 2023, include:
development of a timeline for the CEO search process;
identifying relevant skill sets;
review of internal and external candidates;
interview of candidates; and
meeting with, directing and receiving reports from advisors, including a search firm, regarding CEO candidates.
The Succession Planning Committee reports to the full Board at every regularly scheduled Board meeting and the full Board continues to have sole discretion to make determinations regarding CEO succession. The Board reserves time at every regularly scheduled Board meeting to meet in executive session with and without the CEO present during which it discusses CEO and management succession as appropriate.
The Board also discusses management succession with the CEO present at least once each year and more often as circumstances warrant, as was the case during fiscal 2023. In the course of these discussions, the Board identifies and evaluates potential candidates and advises the CEO and/or Chief Human Resources Officer of the exposure these candidates should receive to maximize the ability of the Board to evaluate the candidates’ qualifications. The Board evaluates and advises on the experience the candidates should gain to develop their ability to succeed.
In November 2023, the Board delegated to the Compensation Committee oversight of the Company’s strategies and programs related to senior leadership succession planning and talent development in order to strengthen such Board oversight and enhance accountability.
There have been a number of management changes in fiscal 2023 and following fiscal year end. In focusing on filling open roles, the Board prioritized skill sets that align with the Company’s strategic goals. The Board appointed Mr. Iger as CEO in November 2022, with a dual mandate from the Board to rebalance investment with return opportunity while retaining the focus on the creative talent that defines the Company, and to work closely with the Board in developing a successor to lead the Company at the completion of his term. Sonia Coleman was appointed as Senior Executive Vice President and Chief Human Resources Officer in April 2023, and in December 2023, Hugh Johnston was appointed as Senior Executive Vice President and Chief Financial Officer.
31
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Director Selection Process
Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions. Applying these criteria, the Committee considers candidates for Board membership suggested by Committee members, other Board members, management and shareholders. The Committee retains third-party executive search firms to identify and review candidates and generate candidate pools consistent with the criteria below, upon request of the Committee from time to time.
Once the Committee has identified a prospective nominee — including prospective nominees recommended by shareholders — it determines whether to conduct a full evaluation. The Committee may request the third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings. The Committee then evaluates the prospective nominee against the specific criteria that it has established for the position, as well as the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including but not limited to:
the ability of the prospective nominee to represent the interests of the shareholders of the Company;
the ability of the prospective nominee to dedicate sufficient time, energy and attention to ensure the diligent performance of the prospective nominee’s duties, including by attending shareholder meetings and meetings of the Board and committees of the Board of which such prospective nominee would be a member, and by reviewing in advance all meeting materials;
the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; and
the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s shareholders, employees, customers and guests and the communities in which it operates.
After completing this evaluation and an interview, the Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new director after considering the Committee’s report.
In selecting director nominees, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. For more information on the key skills and experiences that the Board considers important in selecting director nominees, see the section titled “The Board of Directors.” The current nominees’ qualifications set forth in their individual biographies under the section titled “Director Nominees” sets out how each of the current nominees contributes to the mix of experience and qualifications the Board seeks. The Board also considers the tenure policy under the Corporate Governance Guidelines, pursuant to which the Board will not nominate for re-election any non-management Director that completed fifteen years of service as a member of the Board on or prior to the date of election or that turned 75 years of age or older in the calendar year preceding the related annual meeting, in each case, unless the Board concludes that such Director’s continuing service would better serve the best interests of the shareholders. In addition, the Board seeks candidates whose service on other boards will not adversely affect their ability to dedicate the requisite time to service on the Board. The Board believes that Directors who are executive officers of public companies should not serve on more than two public company boards (including the Board of the Company) at a time, and that other Directors should not serve on more than four public company boards (including the Board of the Company).
The Committee regularly assesses the composition of the Board and considers the extent to which the Board continues to reflect the criteria set forth above. The Committee identifies any gaps in skill sets to inform the search process. Based on such assessment, the Committee will recommend to the Board the nomination for election or re-election of existing Directors at the annual shareholders meeting. The Board will review the Committee’s recommendation and evaluate which candidates to nominate for election or re-election.
As a result of a comprehensive search for directors that reflect its selection criteria discussed above, the Board appointed two new directors: James Gorman and Jeremy Darroch. Recommendations: Those who identified Mr. Gorman for consideration as a candidate included a third-party search firm and a non-management director. Those who identified Mr. Darroch for consideration as a candidate included a third-party search firm, a non-management director, the CEO and another executive officer.
A shareholder who wishes to recommend a prospective nominee for the Board should notify the Company’s Secretary or any member of the Governance and Nominating Committee in writing with whatever supporting material the shareholder considers appropriate. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Company’s Bylaws relating to shareholder nominations as described in the section “Other Information — Shareholder Communications” below.
32
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Director Independence
The provisions of the Company’s Corporate Governance Guidelines regarding Director independence meet and, in some respects, exceed the listing standards of the New York Stock Exchange. The Corporate Governance Guidelines are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary.
Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of Director independence in November 2023. During this review, the Board considered transactions and relationships between the Company and its subsidiaries and affiliates on the one hand, and on the other hand, Directors, immediate family members of Directors or entities of which a Director or an immediate family member is an executive officer, general partner or significant equity holder. The Board also considered whether there were any transactions or relationships between any of these persons or entities and the Company’s executive officers or their affiliates. As provided in the Corporate Governance Guidelines, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.
As a result of this review, the Board affirmatively determined that all of the Directors serving in fiscal 2023 or nominated for election at the Annual Meeting are independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines, with the exception of Mr. Iger and Mr. Chapek, neither of whom is considered independent because of employment as a senior executive of the Company. Additionally, Mr. Chapek’s son provided producer services to the Company and was re-hired as an employee in fiscal 2023, as discussed under the section titled “Certain Relationships and Related Person Transactions” below.
In determining the independence of each Director, the Board considered and deemed immaterial to the Directors’ independence transactions involving the sale of products and services in the ordinary course of business between the Company on the one hand, and on the other, companies or organizations at which some of our Directors or their immediate family members were officers or employees during fiscal 2023. In each case, the amount paid to or received from these companies or organizations in each of the last three years was below the 2% of total revenue threshold in the Corporate Governance Guidelines. The Board determined that none of the relationships it considered impaired the independence of the Directors.
33
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Director Compensation
Elements of Director Compensation
The elements of annual Director compensation for fiscal 2023 were as follows:
Annual Board retainer$115,000
Annual committee retainer (except Executive Committee)1
$10,000
Annual Governance and Nominating Committee chair retainer2
$20,000
Annual Compensation Committee chair retainer2
$25,000
Annual Audit Committee chair retainer2
$27,500
Annual deferred stock unit grant$240,000
Annual retainer for independent Chairman3
$145,000
1Per committee.
2This is in addition to the annual committee retainer the Director receives for serving on the committee.
3This is in addition to the annual Board retainer, annual committee retainer and annual deferred stock unit grant and at least 50% must be paid in stock.
To encourage Directors to experience the Company’s products, services and entertainment offerings personally, each non-employee Director may receive Company products and services up to a maximum of $15,000 in fair market value per calendar year plus reimbursement of associated tax liabilities. Each first-year non-employee Director may receive Company products and services up to a maximum of $25,000 in fair market value plus reimbursement of associated tax liabilities for one year following their respective start date. Such first-year non-employee Directors will have an additional allowance of $15,000 prorated to reflect the balance of the calendar year remaining after the first anniversary of their start date. Directors’ spouses, children and grandchildren may also participate in this benefit within each Director’s limit.
Family members of Directors may accompany Directors traveling on Company aircraft for business purposes on a space-available basis.
Directors participate in the Company’s employee gift matching program. Under this program, the Company matches contributions of up to $20,000 per calendar year per Director to charitable and educational institutions meeting the Company’s criteria.
Directors who are also employees of the Company receive no additional compensation for service as a Director.
Under the Company’s Corporate Governance Guidelines, non-employee Director compensation is determined annually by the Board acting on the recommendation of the Governance and Nominating Committee. In formulating its recommendation, the Governance and Nominating Committee receives input from the third-party compensation consultant retained by the Compensation Committee regarding market practices for Director compensation.
34
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Director Compensation for Fiscal 2023
The following table sets forth compensation earned during fiscal 2023 by each person who served as a non-employee Director during the year.
Fees Earned or Paid In Cash
Stock Awards
All Other Compensation
Total
Susan E. Arnold$109,945 $159,976 $28,876 $298,797 
Mary T. Barra125,000 240,767 — 365,767 
Safra A. Catz138,901 240,767 — 379,668 
Amy L. Chang125,000 240,767 54,061 419,828 
Francis A. deSouza125,000 240,767 16,274 382,041 
Carolyn N. Everson91,280 208,439 20,000 319,719 
Michael B.G. Froman125,000 240,767 13,394 379,161 
Maria Elena Lagomasino160,000 240,767 7,903 408,670 
Calvin R. McDonald125,000 240,767 13,652 379,419 
Mark G. Parker168,242 276,384 7,533 452,159 
Derica W. Rice138,599 240,767 29,224 408,590 
Fees Earned or Paid in Cash. “Fees Earned or Paid in Cash” includes the annual Board retainer and annual committee and committee-chair retainers, whether paid currently or deferred by the Director to be paid in cash or shares after service ends. Directors are permitted to elect each year to receive all or part of their retainers in Disney stock and, whether paid in cash or stock, to defer all or part of their retainers until after service as a Director ends. Directors who elect to receive deferred compensation in cash receive a credit each quarter and the balance in their deferred cash account earns interest at an annual rate equal to 120% of the Applicable Long-Term Federal Interest Rate, as determined from time to time by the United States Internal Revenue Service. For fiscal 2023, the average interest rate was 5.30%.
The following table sets forth the form of fees received by each Director. The number of stock units awarded is equal to the dollar amount of fees accruing each quarter divided by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of Company common stock on each day in the ten-day period. Stock units distributed currently were accumulated throughout the year and distributed as shares following December 31, 2023.
35
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Cash
Stock Units
Paid
Currently
Deferred
Value Distributed
Currently
Value
Deferred
Number of Units
      
Susan E. Arnold$109,945 — — — — 
Mary T. Barra— — — $125,0001,417
Safra A. Catz— — $138,901— 1,569
Amy L. Chang
125,000 — — — 
Francis A. deSouza— — 125,000 — 1,417
Carolyn N. Everson13,040 — 39,120 39,120 886
Michael B.G. Froman— — 125,000 — 1,417
Maria Elena Lagomasino— — — 160,000 1,814
Calvin R. McDonald— — 125,000 — 1,417
Mark G. Parker— — — 168,242 1,923
Derica W. Rice— — — 138,599 1,576
Stock Awards. “Stock Awards” sets forth the market value of the deferred stock unit grants to Directors and the amount reported is equal to the market value of the Company’s common stock on the date of the award times the number of shares underlying the units. Units are awarded at the end of each quarter and the number of units is determined by dividing the amount payable with respect to the quarter by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of the Company common stock on each day in the ten-day period. Each Director other than Ms. Everson, Mr. Parker and Ms. Arnold was awarded 2,721 units in fiscal 2023. Ms. Everson was awarded 2,346 units as she served only a portion of fiscal 2023. Mr. Parker and Ms. Arnold, who both served as independent Chairman for a portion of fiscal 2023, were awarded 3,141 units and 1,731 units, respectively, in fiscal 2023 due to the annual retainer for independent Chairman.
Unless a Director elects to defer receipt of shares until after the Director’s service ends, shares with respect to annual deferred stock unit grants are normally distributed to the Director on the second anniversary of the award date, whether or not the Director is still a Director on the date of distribution.
At the end of any quarter in which dividends are distributed to shareholders, Directors receive additional stock units with a value (based on the average of the high and low trading prices of the Company common stock averaged over the last ten trading days of the quarter) equal to the amount of dividends they would have received on all stock units held by them at the end of the prior quarter. Shares with respect to these additional units are distributed when the underlying units are distributed. Units awarded in respect of dividends are included in the fair value of the stock units when the units are initially awarded and therefore are not included in the tables above, but they are included in the total units held at the end of the fiscal year in the table below.
The following table sets forth all stock units held by each non-management Director serving during fiscal 2023, as of the end of fiscal 2023. All stock units are fully vested when granted, but shares are distributed with respect to the units only later, as described above. Stock units in this table are included in the stock ownership table in the section of this proxy statement titled “Other Information — Stock Ownership” except to the extent they may have been distributed as shares and sold prior to the date of the stock ownership table.
36
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Stock Units
Susan E. Arnold4,276
Mary T. Barra17,181
Safra A. Catz5,895
Amy L. Chang5,138
Francis A. deSouza8,809
Carolyn N. Everson3,175
Michael B.G. Froman5,822
Maria Elena Lagomasino23,868
Calvin R. McDonald6,196
Mark G. Parker22,827
Derica W. Rice12,830
The Company’s Corporate Governance Guidelines encourage Directors to own or acquire, within three years of first becoming a Director, shares of Company common stock (including stock units received as Director compensation) having a market value of at least five times the amount of the annual Board retainer for the Director. Unless the Board exempts a Director, each Director is also required to retain stock representing no less than 50% of the after-tax value of exercised options and shares received upon distribution of deferred stock units until such Director meets the stock holding guideline described above.
Based on the holdings of units and shares on January 26, 2024, each currently serving Director complied with these policies, either by meeting the minimum holding guideline or by remaining within the three-year period to build up stock ownership.
All Other Compensation. “All Other Compensation” includes:
The incremental cost to the Company of perquisites and other personal benefits for Ms. Arnold, including security charges and product familiarization and travel benefits. In fiscal 2023, the Company provided security services and equipment to Ms. Arnold totaling $20,185. Except for Ms. Arnold, the value of perquisites and other benefits, including product familiarization and travel benefits, for each Director is not included in the table as permitted by SEC rules because the aggregate incremental cost to the Company did not exceed $10,000 for such Director.
Reimbursement of tax liabilities associated with the product familiarization and travel benefits. The reimbursement of associated tax liabilities was $1,681 for Ms. Arnold, $34,061 for Ms. Chang, $16,274 for Mr. deSouza, $13,394 for Mr. Froman, $7,903 for Ms. Lagomasino, $13,652 for Mr. McDonald, $7,533 for Mr. Parker and $9,224 for Mr. Rice.
Interest earned on deferred cash compensation, which was less than $10,000 for each Director.
The matching charitable contribution of the Company, which was $20,000 for Ms. Chang, $20,000 for Ms. Everson and $20,000 for Mr. Rice.
37
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Executive Compensation
Letter from the Compensation Committee
Dear Fellow Shareholders,
Our fiscal 2023 executive compensation program, described in the section titled “Compensation Discussion and Analysis” that follows, is structured to align compensation with management’s execution of Disney’s most important financial and strategic goals as they lead the Company through this transformative period. Bob Iger and the management team remain focused on strategically realigning the Company for long-term growth while navigating a challenging environment and increasingly complex industry. The Compensation Committee believes the 2023 program’s design effectively incentivizes the management team to help achieve these objectives.
In structuring the fiscal 2023 executive compensation program, for persons serving as our executive officers, the Compensation Committee prioritized a program that was heavily weighted toward performance elements, aligned executive pay with shareholders’ experience, and incorporated shareholder feedback received through our ongoing engagement program over the years. This resulted in a program that includes:
A bonus plan with target compensation weighted 70% against financial performance targets, and 30% against Other Performance Factors that evaluate strategic goals for the Company including, diversity and inclusion, collaboration on strategic priorities (e.g., work related to the Company’s transformation), and efforts towards creativity and innovation. In addition, for the fiscal 2023 plan the required adjusted revenue, adjusted segment operating income and adjusted after-tax free cash flow amounts to achieve target-level payouts year-over-year were significantly increased by 10%, 35% and +100%, respectively.
Equity awards that are weighted toward performance-based restricted stock units (“PBUs”) - 60% of Bob Iger’s equity award and 50% of other NEOs’ (other than the Interim CFO's) equity awards. PBUs are based on cumulative relative total shareholder return (“TSR”) and return on invested capital (“ROIC”) over a three-year period that account for at least 50% of annual equity awards; the reversion to three-year ROIC performance and vesting periods further incentivizes long-term results and responds to direct shareholder feedback.
The outcomes of the fiscal 2023 program reflect the alignment of pay and performance. The Committee recognized the year-over-year financial growth, driven by strategic cost savings initiatives; strong results at our Experiences segment; and box office hits, such as Avatar: The Way of Water. At the same time, the Committee recognizes the decline in our stock price for the fiscal year. Accordingly, because TSR performance was below threshold, our executives forfeited 100% of PBUs granted in fiscal 2020 and fiscal 2021 that were subject to performance against cumulative relative TSR, which were also subject to a minimum performance threshold. Overall, PBUs granted in fiscal 2020 and fiscal 2021 paid out at 49.7% and 66.9% of target, respectively, with payout only being due to performance against ROIC goals. Additionally, the value of executives’ PBUs granted in fiscal 2020 was negatively impacted by the stock price decline, further aligning their experience with that of our shareholders during the 2023 performance period. In fiscal 2024, we will continue to require strong performance for payouts relating to both our bonus and PBU plans.
Bob and the Board are committed to seeing our strategic transformation through, and the Board extended Bob’s contract to the end of 2026 and welcomed Hugh Johnston as Senior Executive Vice President and Chief Financial Officer to help facilitate this. The Compensation Committee has been thoughtful in determining the terms of Bob’s ongoing compensation, lowering his target compensation level from that payable during his prior tenure and providing in his extension that any further PBUs granted under the terms of his employment agreement have three-year performance periods. The Committee determined Hugh’s compensation with a heavy weighting on Company performance, consistent with other senior executive agreements, and believes Hugh’s compensation is appropriately aligned with shareholder value creation, with target compensation weighted 89% towards measurable Company performance.
Our shareholders continue to express their support for our executive compensation structure, including the Committee’s responsiveness to feedback, through their votes on the program. We were pleased with the strong support for the fiscal 2022 program, which was approved by approximately 86% of the votes cast at the 2023 Annual Meeting. We look forward to continuing to work with the full Board of Directors and executive team in overseeing and executing on our strategic priorities.
Sincerely,
Maria Elena Lagomasino (Chair)
Mary T. Barra
Carolyn N. Everson
Calvin R. McDonald
38
The Walt Disney Company | Notice of 2024 Annual Meeting and Proxy Statement


Proxy Summary
Background to the Solicitation
Corporate Governance and Board Matters
Director Compensation
Executive Compensation
Audit-Related Matters
Items to Be Voted On
Information About Voting
Certain Relationships and Related Person Transactions
Other Information
Compensation Discussion and Analysis
Fiscal 2023 Performance Highlights
As described in more detail under “Executive Compensation — Compensation Discussion and Analysis — Individual Compensation Decisions” below, our named executive officers (“NEOs”) who remain with the Company showed strong performance and leadership both in managing the Company and in driving a transformation of our businesses, building long-term value. Over the past century, we have built a strong foundation of creative excellence and innovation, which has only been reinforced by the important restructuring and cost efficiency work we’ve done this year. Our new structure is restoring creativity to the center of our Company. Our results reflect the significant progress we’ve made on our priorities over the past year and while we still have work to do to continue improving performance, our progress has allowed us to move beyond this period of fixing and begin building our businesses again.
Revenues increased 7% year over year to $88.9 billion
Cash provided by continuing operations increased 64% year over year to $9.9 billion.
See “Proxy Summary — Fiscal 2023 Overview” above for discussion of our fiscal 2023 performance highlights.
Fiscal 2023 share price performance was challenging for the Company. As we look forward, our leadership team remains focused on building long-term value for our shareholders, and our Compensation Committee remains committed to an executive compensation program that motivates executives to achieve these goals and aligns pay outcomes with Company performance.
Fiscal 2023 Compensation Practices
EXECUTIVE COMPENSATION OBJECTIVES AND METHODS
We maintain an integrated approach to attract and retain high-caliber executives in a competitive market for talent, while adhering to key corporate governance best practices summarized below.
Shareholder engagement and responsiveness
Independent members of the Board and Investor Relations regularly engage in investor outreach. See “Proxy Summary — Shareholder Engagement and Responsiveness” above for a summary of actions taken in response to shareholder feedback. With regard to executive compensation, the Compensation Committee has addressed shareholder feedback and made changes to compensation for fiscal 2023, including:
Upon hire, set the CEO's total direct compensation below the market median of our peers. In connection with his contract extension, Mr. Iger’s target bonus increased to 500% of base salary, in order to align his target total direct compensation with the median.
Utilized the structure of 60% of the CEO’s fiscal 2023 equity award as PBUs, in response to feedback to prioritize pay for performance.
As financial uncertainties related to the pandemic have decreased, the portion of fiscal 2023 PBUs vesting subject to ROIC performance have a single 3-year performance period. In fiscal 2020 - 2022, PBUs vesting subject to ROIC performance had three 1-year performance periods.