The Walt Disney Company 8K/A Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 17, 2024 (April 3, 2024)

The Walt Disney Company

(Exact name of registrant as specified in its charter)

Delaware	001-38842	83-0940635
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

500 South Buena Vista Street

Burbank, California 91521

(Address of Principal Executive Offices and Zip Code)

(818) 560-1000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		DIS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A is being filed by The Walt Disney Company (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on April 9, 2024 (the “Original Form 8-K”) to announce the preliminary results of the Company’s 2024 Annual Meeting of Shareholders held on April 3, 2024 (the “Annual Meeting”). This Amendment is being filed to disclose the final, certified voting results reported by First Coast Results, Inc., the independent Inspector of Election for the Annual Meeting (the “Inspector of Election”). Pursuant to Instruction 1 to Item 5.07 of Form 8-K, this Amendment is being filed solely to disclose the final voting results that had not been determined at the time of the filing of the Original Form 8-K and, except for as set forth herein, this Amendment does not modify or update any other disclosure contained in the Original Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a-b) The final results of voting received from the Inspector of Election on each of the matters submitted to a vote of security holders during the Annual Meeting are as follows.

1.	Election of Directors:	For	Withhold
	Company’s Board of Director Nominees
	Mary T. Barra	1,107,134,930	84,328,145
	Safra A. Catz	1,115,167,223	76,248,106
	Amy L. Chang	1,148,348,862	43,098,849
	D. Jeremy Darroch	1,147,893,579	43,511,230
	Carolyn N. Everson	1,108,546,931	82,870,427
	Michael B.G. Froman	1,041,407,854	150,327,335
	James P. Gorman	1,160,950,477	30,438,562
	Robert A. Iger	1,118,465,241	73,022,334
	Maria Elena Lagomasino	749,857,222	441,873,001
	Calvin R. McDonald	1,111,262,043	80,118,980
	Mark G. Parker	1,043,810,632	147,566,117
	Derica W. Rice	1,088,315,396	103,062,269

	Trian Group’s Nominees
	Nelson Peltz	370,974,890	819,744,149
	James A. Rasulo	141,546,437	1,049,145,182

	Blackwells Group’s Nominees
	Craig Hatkoff	24,418,048	1,166,185,972
	Jessica Schell	25,164,966	1,165,449,628
	Leah Solivan	24,318,797	1,166,261,970

Based on the final results of voting received from the Inspector of Election, the twelve directors elected at the Annual Meeting are 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		Against		Abstentions
2.			Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2024		1,204,328,019		50,937,775		11,031,065

The proposal was approved based on the final results of voting.

					For		Against		Abstentions		Broker Non-Votes
3.			Advisory vote to approve executive compensation		935,945,648		239,630,042		18,307,839		72,413,330

The proposal was approved based on the final results of voting.

					For		Against		Abstentions		Broker Non-Votes
4.			Approval of an amendment and restatement of the Company’s Amended and Restated 2011 Stock Incentive Plan to increase the number of shares authorized for issuance		1,045,071,194		82,784,581		66,027,463		72,413,621

The proposal was approved based on the final results of voting.

					For		Against		Abstentions		Broker Non-Votes
5.			Shareholder proposal requesting the Company’s Board of Directors (the “Board”) seek shareholder approval for Section 16 officers' termination payments		95,410,173		1,065,617,327		32,856,460		72,412,899