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 x
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 |
| x | Definitive Additional Materials |
| o | 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
Nelson Peltz
Peter W. May
Matthew Peltz
Josh Frank
James A. Rasulo
Trian Partners, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Co-Investment Opportunities Fund, Ltd.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian Partners Strategic Fund-G II, L.P.
Trian Partners Strategic Fund-K, L.P.
Isaac Perlmutter
The Laura & Isaac Perlmutter Foundation Inc.
Object Trading Corp.
Isaac Perlmutter T.A.
Zib Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
From time to time, Trian Fund Management, L.P. (“Trian”), in connection with its solicitation of proxies for the 2024 annual meeting of shareholders of The Walt Disney Company (the “Company”), may:
| · | publish the material filed herewith as Exhibit 1 (the “Website Material”), or portions thereof, to its website, www.RestoretheMagic.com (the “Website”), or to its X (formerly known as Twitter), LinkedIn, Facebook, Instagram, Reddit and YouTube pages (the “Social Media Pages”) or various other social media channels, or may otherwise disseminate the Website Material to the Company’s shareholders; |
| · | publish the posts filed herewith as Exhibit 2 (the “Social Media Posts”) to the Social Media Pages or various other social media channels or to the Website, or may otherwise disseminate the Social Media Posts to the Company’s shareholders; |
| · | disseminate to the Company’s shareholders the communication filed herewith as Exhibit 3 (the “Communication”) and, from time to time, Trian may publish the Communication, or portions thereof, to the Website or to the Social Media Pages or various other social media channels, or may otherwise disseminate the Communication to the Company’s shareholders; and |
| · | share the article filed herewith as Exhibit 4 (the “Article”), or portions thereof, to the Website or to the Social Media Pages or various other social media channels, or may otherwise disseminate the Article to the Company’s shareholders. |
Exhibit 1
Exhibit 2
Video Transcript:
Renee Soto: I want to remind everyone who has questions about voting mechanics to visit restorethemagic.com, where there's an FAQ that will explain the universal proxy card. With that, let's go to the questions. First question is what if I do not get a blue card? How should I vote to support Trian?
Nelson Peltz: Jay, tell them.
Jay Rasulo: You can vote for Nelson and me on any card, white, blue or green. And we're asking you to withhold votes from Ms. Lagomasino and Mr. Froman and also all of the Blackwell candidates.
Video Transcript:
Nelson Peltz: We are all in the same boat, we’re shareholders of Disney. Jay Rasulo and I are running for the board of Disney to help fix this company and restore the magic.
Exhibit 3
Exhibit 4
Proxy Adviser Egan-Jones Backs Nelson Peltz’s Slate in Disney Board Vote
Bloomberg
By Thomas Buckley
26 March 2024
(Bloomberg) -- Proxy adviser Egan-Jones said Walt Disney Co. stockholders should support billionaire activist Nelson Peltz’s nominees to the entertainment giant’s board, saying it will force the company to “listen to new and different ideas.”
The endorsements issued Tuesday provide a boost to Peltz’s Trian Fund Management LP, which controls about $3.5 billion of Disney shares. Trian has nominated Peltz as well as Jay Rasulo, Disney’s former chief financial officer. Institutional Shareholder Services last week also backed Peltz’s nomination.
Egan-Jones also withheld support for two existing Disney board members, Mike Froman and Mel Lagomasino, and three other outside nominees, in a report that criticized Disney on a number of fronts.
In particular, Egan-Jones cited Disney’s lack of a management succession plan, its “highly problematic” relationship with the state government in Florida and the company’s “extremely dangerous entrance of the company and its management” into the nation’s culture wars.
The adviser said Disney’s board “appears cut off and unwilling to engage with investors and the broader market.”
Officials at Disney had no immediate comment. Representatives for Peltz didn’t immediately respond to a request for comment.
Egan-Jones credited Peltz’s “record of prompting bold action to drive operational turnarounds” previously and Rasulo’s in-depth knowledge of Disney as reasons to back them.
Last week, ISS also withheld support for Lagomasino, the former chair of JPMorgan Chase & Co.’s private banking business who’s served on the Disney board since 2015.
Peltz’s efforts to gain board seats at Burbank, California-based Disney will be decided at the company’s April 3 annual meeting.
Shares of Disney were little changed in extended trading after the report came out. They closed Tuesday at $119.93, also little changed, and are up 33% this year.
