SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant o
Filed by a Party other than the Registrant þ
Check the appropriate box:
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| þ | Soliciting Material Under Rule 14a-12 |
The Walt Disney Company
(Name of Registrant as Specified in Its Charter)
Trian Fund Management, L.P.
Trian Fund Management GP, LLC
Trian Partners, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian Partners Strategic Fund-G II, L.P.
Trian Partners Strategic Fund-G III, L.P.
Trian Partners Strategic Fund-K, L.P.
Trian Partners Co-Investment Opportunities Fund, Ltd.
Nelson Peltz
Peter W. May
Edward P. Garden
Matthew Peltz
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| þ | No fee required. |
| | |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
The website page (the “How to Vote Page”), filed herewith as Exhibit 1, was published on Trian Fund Management, L.P.’s (“Trian”) website, www.RestoretheMagic.com (the “Website”). The statements by Trian (the “Advertisements”), filed herewith as Exhibit 2, will be advertised from time to time on search engines and social media platforms that will direct viewers to the Website. Further, the social media posts (the “Social Media Posts”), filed herewith as Exhibit 3, were published, as posts and/or via hyperlinks, on Trian’s Twitter, LinkedIn, Facebook and Instagram pages (the “Social Media Pages”) relating to The Walt Disney Company.
From time to time, Trian or its fellow participants in the proxy solicitation may publish the How to Vote Page, the Advertisements, the Social Media Posts (collectively, the “Materials”), or portions thereof, on its Social Media Pages and they may otherwise disseminate the Materials from time to time. In some cases, references to “Disney” in these statements may be replaced with “DIS.”
Exhibit 1
Exhibit 2
Vote to support Nelson Peltz
How to Vote
Meet Nelson Peltz
View our Presentation
About Trian Partners
Learn how to vote today
Vote Today to Restore the Magic
Meet Nelson Peltz of Trian Partners
Vote “FOR” Nelson Peltz and “WITHHOLD” support from Michael B.G. Froman.
Vote “for” Nelson Peltz and “withhold” support from Michael B.G. Froman.
Trian believes that investor sentiment on Disney is low. Vote today to Restore the Magic!
Vote today to help Restore the Magic for Disney shareholders
Vote today to support Nelson Peltz joining the Board and Restore the Magic to Disney
Disney needs a shareholder voice in the Board. Learn about Nelson Peltz and vote today
Cast your vote today to help Restore the Magic at the Walt Disney Company
Learn how to vote for Nelson Peltz
Vote to Restore the Magic at Disney
The candidate with board experience
Learn more about Nelson Peltz
Download our letter & presentation
Learn how to Restore the Magic
A track record of value creation
Learn more about Trian Partners.
Restore the Magic at the Walt Disney Company — vote today!
Vote “FOR” for Nelson Peltz
Vote “WITHHOLD” for Michael Froman
Vote “for” for Nelson Peltz
Vote “withhold” for Michael Froman
Exhibit 3
