Proxy Statement (definitive) (def 14a)

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 (Amendment No. )


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The Walt Disney Company
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Table of Contents

January 17, 2020


Letter from our Chairman and Chief Executive Officer		Letter from our Lead Director
Dear Fellow Shareholder,		Dear Fellow Shareholder,
I am pleased to invite you to our 2020 Annual Meeting of shareholders, which will be held on Wednesday, March 11, 2020, at 10:00 a.m. at the Duke Energy Center for the Performing Arts in Raleigh, North Carolina. At the meeting, we will be electing nine members of our Board of Directors. We will also be considering ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accountants, an advisory vote to approve executive compensation, an amendment to our stock incentive plan and one shareholder proposal. You may vote your shares using the Internet or the telephone by following the instructions on page 73 of the proxy statement. Of course, you may also vote by returning a proxy card or voting instruction form if you received a paper copy of this proxy statement. If you wish to attend the meeting in person, you will need to obtain an admission ticket in advance. You can obtain a ticket by following the instructions on page 74 of the proxy statement. If you cannot attend the meeting, you can still listen to the meeting, which will be webcast and available on our Investor Relations website. Thank you very much for your continued interest in The Walt Disney Company. Sincerely, Robert A. Iger Chairman and Chief Executive Officer		As independent Lead Director, I encourage you to read our proxy statement, annual report and other proxy materials. I am proud of the Company's commitment to thoughtful governance, as well as the highly qualified, diverse group of Directors who make up our Board. Our Directors bring their wealth and breadth of experience to bear as they conduct the Board's governance and oversight functions. Over the past year that oversight has involved the Company's key strategic initiatives, including the acquisition of Twenty-First Century Fox, Inc. and integration of its operations, and the expansion of the Company's direct-to-consumer business with the launch of Disney+ and assumption of operating control of Hulu. In addition, over the past year we have continued, and benefited from, our ongoing dialogue with shareholders. I have had the opportunity to speak with a number of you and learn more about your insights on important topics such as succession planning, compensation, corporate social responsibility and our lobbying disclosure policy. The Board values this input and considers it as part of our governance process. In the proxy, you will see discussion of changes we have made as a direct result of shareholder feedback. We look forward to continuing our dialogue with shareholders in fiscal 2020. Sincerely, Susan E. Arnold Lead Director

Table of Contents

The Walt Disney Company
Notice of 2020 Annual Meeting

The 2020 Annual Meeting of shareholders of The Walt Disney Company will be held:

Wednesday, March 11, 2020
10:00 a.m. Local Time
Duke Energy Center for the Performing Arts
2 East South Street
Raleigh, North Carolina 27601

The items of business are:

1.: Election of the nine nominees named in the proxy statement as Directors, each for a term of one year.
2.: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal 2020.
3.: Consideration of an advisory vote to approve executive compensation.
4.: Approval of an amendment to the Company's Amended and Restated 2011 Stock Incentive Plan.
5.: Consideration of a shareholder proposal.

Shareholders of record of Disney common stock (NYSE: DIS) at the close of business on January 13, 2020, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available at the offices of the Company in Burbank, California.

January 17, 2020
Burbank, California



	Alan N. Braverman Senior Executive Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on March 11, 2020

The proxy statement and annual report to shareholders and the means to vote by Internet are available at www.ProxyVote.com/Disney.

Your Vote is Important

Please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning the Proxy Card mailed to those who receive paper copies of this proxy statement.

TABLE OF CONTENTS


	Proxy Summary		1
	Corporate Governance and Board Matters		8
	Governing Documents		8
	The Board of Directors		8
	Board Leadership		8
	Committees		10
	The Board's Role in Risk Oversight		11
	Management Succession Planning		12
	Director Selection Process		12
	Director Independence		13
	Certain Relationships and Related Person Transactions		14
	Shareholder Communications		14
	Director Compensation		16
	Executive Compensation		19
	Compensation Discussion and Analysis		19
	Executive Compensation Program Structure		20
	2019 Compensation Decisions		28
	Compensation Committee Report		36
	Compensation Tables		37
	Audit-Related Matters		55
	Audit Committee Report		55
	Policy for Approval of Audit and Permitted Non-audit Services		56
	Auditor Fees and Services		56


	Items to Be Voted On		57
	Election of Directors		57
	Ratification of Appointment of Independent Registered Public Accountants		63
	Advisory Vote on Executive Compensation		63
	Approval of an Amended and Restated 2011 Stock Incentive Plan		64
	Shareholder Proposal		71
	Other Matters		72
	Information About Voting and the Meeting		73
	Shares Outstanding		73
	Voting		73
	Attendance at the Meeting		74
	Other Information		75
	Stock Ownership		75
	Section 16(a) Reports		76
	Electronic Availability of Proxy Statement and Annual Report		76
	Mailings to Multiple Shareholders at the Same Address		76
	Proxy Solicitation Costs		77
	Annex A — Reconciliation of Non-GAAP Measures		A-1
	Annex B — Amended and Restated 2011 Stock Incentive Plan		B-1

The Walt Disney Company (500 South Buena Vista Street, Burbank, California 91521) is providing you with this proxy statement relating to its 2020 Annual Meeting of shareholders. We began mailing a notice on January 17, 2020 containing instructions on how to access this proxy statement and our annual report online, and we also began mailing a full set of the proxy materials to shareholders who had previously requested delivery of the materials in paper copy. References to "the Company", "Disney" or "our" in this Proxy Statement refer to The Walt Disney Company and, as applicable, its consolidated subsidiaries.

The Walt Disney Company Notice of 2020 Annual Meeting and Proxy Statement

Table of Contents

Proxy Summary

Proposals to be Voted On

The following proposals will be voted on at the Annual Meeting of shareholders.

		For More Information	Board Recommendation

Proposal 1: Election of nine directors		Pages 57 to 62	For Each Nominee
Susan E. Arnold	Robert A. Iger
Mary T. Barra	Maria Elena Lagomasino
Safra A. Catz	Mark G. Parker
Francis A. deSouza	Derica W. Rice
Michael B.G. Froman
Proposal 2:		Page 63	For
Ratification of appointment of independent registered public accountants
Proposal 3:		Page 63	For
Advisory resolution on executive compensation
Proposal 4:		Pages 64 to 70	For
Approval of an amendment to the Company's Amended and Restated 2011 Stock Incentive Plan
Proposal 5:		Pages 71 to 72	Against
Shareholder proposal requesting an annual report disclosing information regarding the Company's lobbying policies and activities

You may cast your vote in any of the following ways:



Internet	Scan	Phone	Mail	In Person
Visit www.ProxyVote.com/Disney. You will need the 16-digit number included in your proxy card, voter instruction form or notice.	You can scan this QR code to vote with your mobile phone. You will need the 16-digit number included in your proxy card, voter instruction form or notice.	Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.	Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.	See below regarding Attendance at the Meeting.

Attendance at the Meeting

If you plan to attend the meeting, you must be a shareholder on the record date and obtain an admission ticket in advance following the instructions set forth on page 74 of this proxy statement. Tickets will be available to registered and beneficial owners and up to one guest accompanying each registered or beneficial owner if permitted.

Requests for admission tickets will be processed in the order in which they are received and must be requested no later than 11:59 p.m. Eastern Time on March 10, 2020. Please note that seating is limited and requests for

tickets will be accepted on a first-come, first-served basis. On the day of the meeting, each shareholder will be required to present valid picture identification such as a driver's license or passport with their admission ticket. Seating will begin at 9:00 a.m. and the meeting will begin promptly at 10:00 a.m. Large bags, backpacks, suitcases, briefcases, cameras, cell phones, recording devices and other electronic devices will not be permitted at the meeting. You will be required to enter through a security checkpoint before being granted access to the meeting.

Proxy Summary

Table of Contents

Proxy Summary

This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete proxy statement and 2019 annual report before you vote.

Fiscal 2019 Strategic Overview and Performance

This was a year of extraordinary accomplishment for the Company.

The Company substantially advanced its transformative long-term strategic goals during fiscal 2019, including as follows:

•: effected a fundamental change in the Company's organization to aggressively pursue its direct-to-consumer strategy by reorganizing its business into four segments: Media Networks; Parks, Experiences and Products; Studio Entertainment; and Direct-to-Consumer & International;
•: completed the acquisition of Twenty-First Century Fox, Inc., which was subsequently renamed TFCF Corporation (TFCF), expanding our portfolio of intellectual property and expanding our content library to even better position us to execute successfully our direct-to-consumer strategy;
•: further enhanced our direct-to-consumer strategy by obtaining a majority stake in Hulu and securing a path to 100% ownership;
•: successfully integrated TFCF while pursuing, and now forecasting to meaningfully exceed, the $2 billion cost synergies to which the Company initially committed in the TFCF acquisition; and
•: impressively coordinated efforts across all of the Company's separate businesses to provide content and marketing in support of the single most important strategic initiative of the Company for fiscal 2019 – Disney+, which through those efforts, had an enormously successful launch in November 2019.

Given that the closing date for the TFCF acquisition was uncertain and operational interaction was precluded before closing, the ranges developed by the Committee at the beginning of the fiscal year to assess annual financial performance for bonus purposes were necessarily based on legacy Disney performance.

Financial results were measured against these ranges. Even in the face of the challenges associated with effecting strategically important transformational change, the legacy Disney businesses had very strong financial

performance in fiscal 2019 against those measures. To cite just one example contributing to performance, the Company released an unprecedented five major theatrical films in fiscal 2019 that grossed over $1 billion each in worldwide box office.

While mindful of the early performance of TFCF and Hulu, Inc. (Hulu), in considering the other performance factors for the named executive officers, the Committee, among other accomplishments, viewed favorably and believed it was appropriate to reward the following with respect to the TFCF acquisition:

•: management's actions to achieve successful integration while meaningfully exceeding the Company's initial cost synergy commitment;
•: the actions taken to acquire operational control and a path to ownership of Hulu;
•: the immediate use of TFCF's assets to impact our direct-to-consumer initiatives (including, for example, the inclusion of National Geographic and The Simpsons content on Disney+ and FX content on Hulu); and
•: the progress made in creating a strong creative collaboration across the legacy Disney and TFCF teams.

On a reported basis, including the impact of consolidating the TFCF and Hulu businesses for two quarters, revenue increased 17% to $69,570 million from $59,434 million in the prior year. Diluted Earning Per Share (EPS) from continuing operations for the year decreased 25% to $6.27 from $8.36 in the prior year. During fiscal 2019, the Company issued 307 million shares of common stock to acquire TFCF, contributing to this reduction in EPS. Net income from continuing operations attributable to Disney decreased 17% to $10,441 million from $12,598 million in the prior year. Income from continuing operations before income taxes decreased 5% to $13,944 million from $14,729 million. Income from continuing operations before income taxes is the comparable GAAP measure to total segment operating income, which also decreased 5% to $14,868 million from $15,689 million.

The Walt Disney Company Notice of 2020 Annual Meeting and Proxy Statement 1

For a reconciliation of income from continuing operations before income taxes to segment operating income, see Annex A.

For a more detailed discussion of our fiscal 2019 performance, see our fiscal 2019 Annual Report on Form 10-K.

The Company's long-term record of strong performance is reflected in a ten-year total shareholder return (TSR) that outperformed the S&P 500 by 196 percentage points.

2 Proxy Summary

Board of Directors

The Board of Directors of The Walt Disney Company (the "Board") is currently comprised of nine talented directors with diverse skillsets and professional backgrounds, as reflected in their biographies beginning on page 57.

Board Diversity

For more information regarding our directors, see the section of this proxy titled Items to Be Voted On – Election of Directors.

Board Refreshment

As part of its overall commitment to thoughtful refreshment, the Board is involved with succession planning for both key management roles and director positions. The Board considers the selection, retention and succession planning for the Chief Executive Officer of the Company to be its most important priority. The Board reserves time at every regularly scheduled Board meeting to meet in executive session without the Chief Executive Officer present, during which it discusses management succession as appropriate. 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.

The current term of office of all of the Company's directors expires at the 2020 Annual Meeting. For more information regarding these matters and our corporate governance, see the section of this proxy titled Corporate Governance and Board Matters.

The Walt Disney Company Notice of 2020 Annual Meeting and Proxy Statement 3

Fiscal 2019 Shareholder Engagement

During fiscal 2019, members of management and the Board continued their strong level of engagement with shareholders. In light of investor feedback, the Compensation Committee discussed with Mr. Iger, and he agreed to, adjustments in Mr. Iger's contractual compensation on three separate occasions during and following fiscal 2019. Generally, these adjustments increased the rigor of Mr. Iger's one time performance award, reduced annual compensation opportunity and eliminated a stay bonus.

Our Board and management have continued to engage with shareholders to understand areas of concern for executive compensation and to discuss those concerns as part of its ongoing evaluation of compensation and governance matters. A more detailed discussion of our

shareholder engagement and the changes made to Mr. Iger's compensation as a result thereof can be found in the section of this proxy titled Compensation Discussion and Analysis – Introduction – Shareholder Engagement.

As a result of investor feedback, the Company also significantly expanded its lobbying disclosure policy. The Company's enhanced policy, titled "Political Giving and Participation in the Formulation of Public Policy in the United States" can be found at https://www.thewaltdisneycompany.com/about/#policies and is discussed in more detail in the section of this proxy titled Items to Be Voted On – Shareholder Proposal – Board Recommendation.

Compensation Structure and Philosophy

The Compensation Committee firmly believes in pay for performance. Again in fiscal 2019, over 90% of Mr. Iger's target annual total direct compensation depended on the Company's financial results and the performance of Disney stock, creating close alignment between his incentives and shareholder value creation.

Base salary is the only fixed element of Mr. Iger's annual compensation. Substantially all other annual compensation breaks into the following performance-based categories:

•

A performance-based annual cash bonus opportunity that is:

o: 70% dependent on achievement of performance against four financial measures (segment operating income, EPS, after-tax free cash flow and return on invested capital, each as adjusted), all of which the Compensation Committee

believes drive long-term shareholder value creation; and

o: 30% dependent on the Compensation Committee's assessment of individual contributions toward achievement of qualitative goals tied to the Company's strategic priorities. More detail regarding our strategic priorities can be found in the section of this proxy titled Compensation Discussion and Analysis – 2019 Compensation Decisions.

•: An annual equity award, which for the Chief Executive Officer, is comprised of 50% options and 50% performance-based units; the realized option value depends on the performance of Disney stock, and the realized performance-unit value depends on three-year achievement of relative TSR and EPS performance, as adjusted.

Fiscal 2019 Chief Executive Officer Compensation

Over the course of his tenure as Chief Executive Officer, Mr. Iger has delivered spectacular financial performance and created significant shareholder value, driven by key strategic initiatives, transformative acquisitions and exceptional execution.

Since fiscal 2005, Disney has achieved exceptional financial performance highlighted by:

4 Proxy Summary

•: 11% compounded annual growth in net income from continuing operations attributable to Disney:

Net Income from Continuing Operations Attributable to Disney

For a reconciliation of net income from continuing operations attributable to Disney to net income from continuing operations attributable to Disney excluding the non-recurring impact of tax reform and gains from real estate sales in fiscal 2018 and a non-cash gain recognized in connection with the acquisition of a controlling interest in Hulu (Hulu gain), offset by purchase price accounting and debt extinguishment charge in fiscal 2019, see Annex A.

•: 13% compounded annual growth in EPS:

EPS from Continuing Operations (Reported)

For a reconciliation of EPS to EPS excluding the non-recurring impact of tax reform and gains from real estate sales for fiscal 2018 and Hulu gain, offset by purchase price accounting and debt extinguishment charge in fiscal 2019, see Annex A.

The Walt Disney Company Notice of 2020 Annual Meeting and Proxy Statement 5

•: Total shareholder return of 559%:

Total Shareholder Return

This marked significant outperformance relative to the S&P 500, whose total returns increased 223% over this period:

Total Shareholder Return

Compensation Committee Decisions Regarding Mr. Iger's Pay

Notwithstanding this track record of consistent strong performance, in response to shareholder feedback regarding the rigor of the performance criteria for Mr. Iger's one-time performance-based equity award and the total amount of Mr. Iger's annual compensation, the Compensation Committee discussed with Mr. Iger, and Mr. Iger agreed on three separate occasions, to reduce for fiscal 2019 the compensation he would have otherwise been entitled to under his employment contract as follows:

November 2018:

•: increased the rigor of Mr. Iger's performance-based award in connection with his employment extension
•: limited Mr. Iger's annual performance share unit awards to 100% of target number of units if the Company's TSR over the relevant performance period is negative

March 2019:

•: eliminated an annual base salary increase of $500,000 that would have gone into effect upon the closing of the TFCF acquisition and thus maintained Mr. Iger's annual salary at $3.0 million – Base salary remains only 9% of Mr. Iger's total annual compensation.

6 Proxy Summary

•: decreased by $5 million the annual target long-term incentive award opportunity that would have been made available to Mr. Iger under his employment agreement for periods following the closing of the TFCF acquisition
•: decreased by $8 million the annual target bonus opportunity that would have been made available to Mr. Iger under his employment agreement for periods following the closing of the TFCF acquisition

December 2019:

•: eliminated a $5 million completion bonus Mr. Iger would have been entitled to for having fulfilled his commitment to complete the July 2, 2019 term of his employment pursuant to the amendment to his employment agreement dated March 22, 2017

Against the background of these changes, the Compensation Committee awarded the following compensation in fiscal 2019:

Salary: $3 million

Long-Term Incentive (Equity) Award: Mr. Iger's annual equity grant was set at target, or a grant date value of $17.3 million, which was awarded

50% in stock options and 50% in performance-based restricted stock units. In addition, pursuant to the terms of his employment agreement, Mr. Iger received performance-based restricted stock units and stock options in connection with the close of the TFCF acquisition on March 20, 2019, with a grant date value of $2.4 million.

Non-Equity Incentive Plan Compensation (Bonus): Mr. Iger's performance-based cash bonus of $21.75 million (compared to $18.0 million for fiscal 2018) reflects what the Committee believes was a year of extraordinary accomplishment as a result of the leadership Mr. Iger provided in closing and integrating the TFCF acquisition and effecting the Company's pursuit of its transformative direct-to-consumer strategy.

These amounts do not represent all of Mr. Iger's fiscal 2019 compensation; for a full description of Mr. Iger's fiscal 2019 compensation, see the Summary Compensation Table. Additional details on our compensation program and fiscal 2019 compensation can be found in the section of this proxy statement titled Executive Compensation.

Amended and Restated 2011 Plan

Equity incentives are an important part of designing attractive compensation for our employees and recruits, allowing us to attract and retain highly qualified team members upon whom, in large measure, the future growth and success of the Company depend. The Amended and Restated Stock Incentive Plan (the "2011 Plan") is scheduled to expire December 2020. In order to

continue the practice of granting equity incentive awards, the Board of Directors is seeking shareholder approval of the amendment and restatement of the 2011 Plan to extend the term of the plan, increase authorized shares under the plan and make additional adjustments discussed in the section of this proxy statement titled Items to Be Voted On — 2011 Plan.

Shareholder Proposal

In this year's proxy statement you will find one shareholder proposal. The proposal requests the Company to provide additional disclosure regarding its political activities, including information regarding its lobbying activities. After the proposal was submitted, the Company significantly expanded its lobbying disclosure, which can be found at https://www.thewaltdisneycompany.com/about/#policies.

Following the expansion of our disclosure, the Company has been recognized as one of the leaders for political disclosure among S&P 500 companies. In 2019, the Center for Political Accountability Zicklin Index of

Corporate Political Disclosure and Accountability, which benchmarks the political disclosure and accountability policies and practices of leading U.S. public companies, recognized the quality of our disclosure and ranked the Company among the First Tier of S&P 500 companies. We don't believe devoting even further resources to this disclosure would benefit shareholders. The Board recommends that you vote against this proposal.

You can read our detailed position on this proposal in the section of this proxy statement titled Items to Be Voted On – Shareholder Proposal – Board Recommendation.



Annual Board retainer		$115,000

Annual committee retainer (except Executive Committee)1		$10,000

Annual Governance and Nominating Committee chair retainer2		$15,000

Annual Compensation Committee chair retainer2		$20,000

Annual Audit Committee chair retainer2		$25,000

Annual deferred stock unit grant		$190,000

Annual retainer for independent Lead Director3		$50,000


	Fees Earned or Paid in Cash	Stock Awards	All Other Compensation	Total
Susan E. Arnold	$190,000	$189,803	$13,417	$393,220

Mary T. Barra	125,000	189,803	59,899	374,702

Safra A. Catz	139,236	189,803	66,983	396,022

John S. Chen	65,000	83,229	66,983	215,212

Francis A. deSouza	125,000	189,803	16,983	331,786

Michael B.G. Froman	123,424	189,803	59,000	372,227

Maria Elena Lagomasino	146,389	189,803	10,338	346,530

Fred H. Langhammer	54,167	83,229	103,394	240,790

Aylwin B. Lewis	50,375	83,229	30,595	164,199

Mark G. Parker	125,028	189,803	1,143	315,974

Derica W. Rice	71,181	107,105	—	178,286


		Pay for Performance				Provide a strong relationship of pay to performance through: • a performance-based bonus tied to the achievement of financial performance factors and an assessment of each executive's individual performance against other performance factors • equity awards that deliver value based on stock price performance and, in the case of performance-based stock units, whose vesting depends on meeting performance targets
		Competitive Compensation Levels				Provide compensation opportunities that take into account compensation levels and practices of our peers, but without targeting any specific percentile of relative compensation
		Compensation Mix				Provide a mix of variable and fixed compensation that: • is heavily weighted toward variable performance-based compensation for senior executives • uses short-term (annual performance-based bonus) and longer-term performance measures (equity awards) to appropriately balance incentives for both short-term and long-term performance


Compensation Type	Pay Element	Objectives and Key Features
	Salary	Objectives The Compensation Committee sets salaries to reflect job responsibilities and to provide competitive fixed pay to balance performance-based risks. Key Features • Minimum salaries set in employment agreement • Committee discretion to adjust annually based on changes in experience, nature and responsibility of the position, competitive considerations, and Chief Executive Officer recommendation (except his own salary)

	Performance- based Bonus	Objectives The Committee structures the bonus program to incentivize performance at the high end of ranges for financial performance measures that it establishes each year to drive meaningful growth over the prior year. The Committee believes that incentivizing performance in this fashion will lead to long-term, sustainable gains in shareholder value. Key Features • Target bonus for each NEO normally set by the Committee early in the fiscal year in light of employment agreement provisions, competitive considerations, Chief Executive Officer recommendation (except his own target), and other factors the Committee deems appropriate; bonus opportunity normally limited to 200% of target bonus • Payout on 70% of target determined by performance against financial performance ranges developed by the Committee early in the fiscal year • Payout on 30% of target determined by the Committee's assessment of individual performance based both on other performance objectives developed early in the fiscal year and on Chief Executive Officer recommendation (except his own payout) • Annual payments to executive officers have been subject to a performance test under Section 162(m) of the Internal Revenue Code to the extent necessary and available to obtain deductibility of the payments

	Equity Awards Generally	Objectives The Committee structures equity awards to directly reward long-term gains in shareholder value. Equity awards carry vesting terms that extend up to four years and include performance units whose value depends on company performance relative to the S&P 500. These awards provide incentives to create and sustain long-term growth in shareholder value. Key Features • Combined value of options, performance units and time-based units determined by the Committee in light of employment agreement provisions, competitive market conditions, evaluation of executive's performance and Chief Executive Officer recommendation (except for his own award) • Allocation of annual awards for Chief Executive Officer (based on award value): • 50% performance-based restricted stock units • 50% stock options • Allocation of annual awards for other NEOs (based on award value): • 30% performance-based restricted stock units • 30% time-vesting restricted stock units • 40% stock options

	Stock Option Awards	Key Features • Exercise price equal to average of the high and low trading prices on day of award • Option re-pricing without shareholder approval is prohibited • 10-year term • Vest 25% per year


Compensation Type	Pay Element	Objectives and Key Features
	Annual Performance- Based Restricted Stock Units	Key Features • Performance-based units reward executives only if specified financial performance measures are met • Subject to performance tests, units vest three years after grant date • Half of award vests based on Total Shareholder Return relative to S&P 500 and half of award vests based on adjusted EPS growth relative to S&P 500, each as described on pages 41 to 42 • Annual units awarded to executive officers are subject to Section 162(m) test to the extent necessary and available to obtain deductibility of the payments • The above describes fiscal 2019 awards; for awards granted in fiscal 2020, half of awards will vest based on return on invested capital over three years in lieu of the relative EPS test described above; the other half of awards granted in fiscal 2020 will continue to vest based on Total Shareholder return relative to the S&P 500

	Annual Time-Based Restricted Stock Units	Key Features • 25% vest each year following grant date • All annual units awarded to executive officers are subject to Section 162(m) test to the extent necessary and available to obtain deductibility of the payments

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Safra A. Catz (Chair) Francis A. deSouza Michael B.G. Froman		The functions of the Audit Committee are described below under the heading "Audit Committee Report." The Audit Committee met eight times during fiscal 2019. All of the members of the Audit 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 each of Ms. Catz and Mr. deSouza is qualified as an audit committee financial expert 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, and that Mr. Froman is financially literate within the meaning of the listing standards of the New York Stock Exchange.


Susan E. Arnold (Chair) Maria Elena Lagomasino Derica W. Rice		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, officers, 5% shareholders and their 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 of Directors, 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. The Committee met five times during fiscal 2019. 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.


Mary T. Barra Maria Elena Lagomasino (Chair) Mark G. Parker		The Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluating the performance of the Chief Executive Officer and, either as a committee or together with the other independent members of the Board, determining and approving the compensation level for the Chief Executive Officer. The Committee is also responsible for making recommendations to the Board regarding the compensation of other executive officers and certain compensation plans, and the Board has also delegated to the Committee the responsibility for approving these arrangements. Additional information on the roles and responsibilities of the Compensation Committee is provided under the heading "Compensation Discussion and Analysis," below. In fiscal 2019, the Compensation Committee met eleven times. 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.


Susan E. Arnold (Chair) Robert A. Iger		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 in fiscal 2019, the Executive Committee held no meetings.


	Cash			Stock Units

		Paid Currently	Deferred		Value Distributed Currently		Value Deferred	Number Of Units
Mary T. Barra		—	—		—	$	125,000	1,033

Safra A. Catz		—	—		$139,236		—	1,141

Francis A. deSouza		$62,500	—		62,500		—	517

Michael B.G. Froman		—	—		123,424		—	1,019

Maria Elena Lagomasino		—	—		—		146,389	1,202

Mark G. Parker		—	—		—		125,028	1,033

Derica W. Rice		—	—		—		71,181	537


	Stock Units	Number of Shares Underlying Options Held
Susan E. Arnold	20,224	—

Mary T. Barra	5,826	—

Safra A. Catz	3,616	—

John S. Chen	2,544	—

Francis A. deSouza	3,131	—

Michael B.G. Froman	2,438	—

Maria Elena Lagomasino	11,438	—

Fred H. Langhammer	2,535	—

Aylwin B. Lewis	2,535	6,143

Mark G. Parker	10,503	—

Derica W. Rice	1,358	—


		Salaries				Performance-Based Bonus
		• Annually, normally at the end of the calendar year, the Chief Executive Officer recommends salaries for NEOs other than himself for the following calendar year • Compensation Committee reviews proposed salary changes with input from its consultant • Committee determines annual salaries for all NEOs • Committee reviews determinations with the other non-management directors				• Committee participates in regular Board review of operating plans and results and review of annual operating plan at the beginning of the fiscal year • Management recommends financial and other performance measures, weightings and ranges • Early in the fiscal year, the Committee reviews proposed performance measures and ranges with input from its consultant and develops performance measures and ranges that it believes establish appropriate stretch goals
		Equity Awards				• Chief Executive Officer recommends bonus targets for NEOs other than himself
		• In first fiscal quarter, the Chief Executive Officer recommends grant date fair value of awards for NEOs other than himself • Committee reviews proposed awards with input from its consultant (described on page 26) and reviews with other non-management directors • Committee determines the dollar values of awards • Exercise price and number of options and restricted stock units are determined by formula based on market price of common shares on the date of award				• Early in the fiscal year, the Committee reviews bonus measure ranges with input from its consultant and in light of the targets established by employment agreements and competitive conditions and determines bonus target opportunity as a percentage of fiscal year-end salary for each NEO • After the end of the fiscal year, management presents financial results to the Committee • Chief Executive Officer recommends other performance factor multipliers for NEOs other than himself • Committee reviews the results and determines whether to make any adjustments to financial results and determines other performance factor multipliers and establishes bonus • Committee reviews determinations with the other non-management directors and, in the case of the Chief Executive Officer, seeks their concurrence in the Committee's determination


Peer Group	Purpose	Fiscal 2019 Composition
Media Industry Peers	Evaluating compensation levels for the named executive officers	Disney and five other major media companies

General Industry Peers	Evaluating general compensation structure, policies and practices	21 similarly-sized global companies with a consumer orientation and/or strong brand recognition

Performance Peers	Evaluating relative economic performance of the Company	Standard & Poor's (S&P) 500


	Fiscal 2018 Actual	Fiscal 2019 Performance Range

Adjusted Segment Operating Income*	$15,919	$11,643-$16,089

Adjusted EPS*	$6.48	$5.06-$7.35

Adjusted After-Tax Free Cash Flow**	$9,327	$4,863-$12,821

Adjusted Return on Invested Capital***	13.0%	11.3%-14.5%


	Salary		Performance-Based Bonus					Equity Awards

		Fiscal Year End 2019 Annual Salary		Target	Financial Performance Factor1	Other Performance Factor2	Award Amount		Value		Target Performance Units3		Time- Based Units3	Options3
Robert A. Iger		$3,000,000		$12,000,000	173%	200%	$21,750,000		$19,656,186	4	86,824	4	—	338,694	4

Alan N. Braverman		$1,750,000		$3,500,000	173%	200%	$6,340,000		$5,000,037		12,777		13,570	69,655

Christine M. McCarthy		$1,800,000		$3,600,000	173%	200%	$6,520,000		$5,500,090		14,055		14,927	76,621

M. Jayne Parker		$1,054,463		$1,476,248	173%	200%	$2,680,000		$3,400,162		8,689		9,228	47,366

Zenia B. Mucha		$1,161,840		$1,452,300	173%	200%	$2,630,000		$2,600,092		6,644		7,057	36,221


		Salary				Mr. Iger's 2019 annual salary rate was unchanged from his 2018 salary and is equal to the amount set in his employment agreement.
		Performance- based Bonus				Target Bonus Mr. Iger's fiscal 2019 target bonus amount was unchanged from fiscal 2018 and is equal to the amount provided for in his employment agreement. Other Performance Factor The Compensation Committee applied a factor of 200% with respect to other performance factors for Mr. Iger in fiscal 2019 compared to a factor of 175% in fiscal 2018. In fiscal 2019, Mr. Iger provided outstanding leadership in achieving improvements in financial performance while continuing to position the Company for future growth, highlighted by the acquisition of TFCF and the development of a direct-to-consumer strategy. Other key accomplishments during the year included: • Outstanding Studio performance with five films generating over $1 billion in global box office sales. The successful slate included Avengers: Endgame, The Lion King, Captain Marvel, Toy Story 4 and Aladdin. • Record operating results at Parks & Resorts, while opening Star Wars: Galaxy's Edge at Disneyland and Walt Disney World. • Expansion of our direct-to-consumer streaming offering with the acquisition of operating control over Hulu and preparation for the successful launch of Disney+. • The naming of Disney as one of the "Most Reputable Companies" by Forbes and one of the world's "Most Admired Companies" by Fortune. Disney was also recognized as the #1 "Most Innovative Company" in Media by Fast Company and #1 in the "Brand Intimacy Study" by MBLM, which recognized our power in building bonds with consumers.
		Equity Award Value				The Committee left the value of Mr. Iger's annual equity award approximately equal to the value of his fiscal 2018 award. In addition to his annual equity award, in connection with the TFCF acquisition, Mr. Iger received a grant of both performance-based stock units and options valued at $2,373,682 pursuant to the terms of his employment agreement. The amount of this additional award was based on the timing of the closing of the TFCF acquisition.


		Salary				The Committee increased Mr. Braverman's salary to $1,750,000 in connection with his October contract extension, effective September 26, 2019, to reflect changes in the market for executive talent and his continued outstanding performance.
		Performance- based Bonus				Target Bonus Mr. Braverman's target bonus for fiscal 2019 is equal to two times his fiscal year-end salary, as set forth in his employment agreement. Other Performance Factor The Committee applied a factor of 200% with respect to other performance factors for Mr. Braverman in fiscal 2019 compared to a factor of 166% in fiscal 2018. The determination this year reflected Mr. Iger's recommendation and Mr. Braverman's accomplishments during the year, which included: • Oversight of legal strategy of the acquisition of TFCF, including the responsibility for managing the antitrust and other regulatory clearances. • Continued leadership of the Company's legal positions on significant litigation matters, transactions and regulatory developments. • Oversight of the regulatory and transactional legal work associated with executing the required sale of TFCF's regional sports networks in the U.S. • Continued promotion of diversity of hiring in the legal department and promotion of the department's pro bono legal program, each of which resulted in industry recognition.
		Equity Award Value				The equity award value for Mr. Braverman is equal to 2.9 times his fiscal year-end salary.


		Salary				Ms. McCarthy's 2019 annual salary was unchanged from her 2018 salary and is equal to the amount set in her employment agreement.
		Performance- based Bonus				Target Bonus Ms. McCarthy's target bonus for fiscal 2019 is equal to two times her fiscal year-end salary, as set forth in her employment agreement. Other Performance Factor The Committee applied a factor of 200% with respect to other performance factors for Ms. McCarthy in fiscal 2019 compared to a factor of 166% in fiscal 2018. The determination this year reflected Mr. Iger's recommendation and Ms. McCarthy's accomplishments during the year, which included: • Oversight and execution of financing for key business initiatives, including the acquisition of TFCF. • Implementation of Disney's new segment reporting structure and integration of TFCF's businesses into all financial processes. • Oversight of the transactional financial work associated with executing the required sale of TFCF's regional sports networks in the U.S. • Continued promotion of diversity among the financial organization.
		Equity Award Value				The annual equity award value for Ms. McCarthy is equal to 3.1 times her fiscal year-end salary.


		Salary				The Committee increased Ms. Parker's 2019 salary by 5% to reflect changes in the market for executive talent and her continued outstanding performance.
		Performance- based Bonus				Target Bonus Ms. Parker's target bonus for fiscal 2019 is equal to 1.4 times her fiscal year-end salary, as set forth in her employment agreement. Other Performance Factor The Committee applied a factor of 200% with respect to other performance factors for Ms. Parker in fiscal 2019 compared to a factor of 173% in fiscal 2018. The determination this year reflected Mr. Iger's recommendation and Ms. Parker's accomplishments during the year, which included: • Leadership of the human resources strategy relating to the TFCF acquisition by developing and implementing a support model with dedicated resources and project management plans to ensure successful integration. • Continued enhancement of employee experience through a variety of initiatives, including Disney Aspire, an employee education program with over 11,000 U.S. hourly employees participating. • Continued development of world-class talent through an executive assessment process for developing senior executive candidates. • Leadership through multiple natural disasters and employee emergency events and continued integration of strong global security and intellectual property protection practices in response to a heightened security environment worldwide.
		Equity Award Value				The equity award value for Ms. Parker is equal to 3.2 times her fiscal year-end salary.


		Salary				Ms. Mucha's 2019 annual salary was unchanged from her 2018 salary and is equal to the amount set in her employment agreement.
		Performance- based Bonus				Target Bonus Ms. Mucha's target bonus for fiscal 2019 is equal to 1.25 times her fiscal year-end salary, as set forth in her employment agreement. Other Performance Factor The Committee applied a factor of 200% with respect to other performance factors for Ms. Mucha in fiscal 2019 compared to a factor of 133% in fiscal 2018. The determination this year reflected Mr. Iger's recommendation and Ms. Mucha's accomplishments during the year, which included: • Enhancement of the reputation of the Disney brand worldwide through leadership of global communications for the Company and all its business units. • Expansion of the use of cutting-edge communication systems in order to measure the Company's reputation and detect potential crises before they happen. • Execution of strategic communication plans in support of the launch of the Company's strategic initatives, including the direct-to-consumer business and Disney+, the TFCF acquisition and the reorganization of the Company's business segments. • Utilization of Disney's array of social media platforms and digital communications vehicles to reach the Company's audience directly.
		Equity Award Value				The equity award value for Ms. Mucha is equal to 2.2 times her fiscal year-end salary.


Name and Principal Position	Fiscal Year	Salary	Stock Awards1	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings2	All Other Compensation	Total
Robert A. Iger	2019	$3,000,000	$10,072,895	$9,583,291	$21,750,000	$1,967,234	$1,144,342	$47,517,762

Chairman and Chief Executive	2018	2,875,000	35,352,327	8,270,976	18,000,000	—	1,146,911	65,645,214

Officer	2017	2,500,000	8,984,191	8,298,322	15,200,000	—	1,301,167	36,283,680

Alan N. Braverman	2019	1,660,061	3,000,026	2,000,011	6,340,000	$639,894	79,888	13,719,880

Senior Executive Vice President,	2018	1,600,213	2,400,080	1,600,004	4,750,000	—	69,233	10,419,530

General Counsel and Secretary	2017	1,565,000	1,878,142	1,252,020	3,600,000	56,359	95,938	8,447,459

Christine M. McCarthy	2019	1,800,000	3,300,064	2,200,026	6,520,000	$1,083,130	70,935	14,974,155

Senior Executive Vice President	2018	1,533,750	2,700,063	1,800,001	5,300,000	434,539	71,397	11,839,750

and Chief Financial Officer	2017	1,323,077	1,950,118	1,300,000	3,450,000	852,787	70,600	8,946,582

M. Jayne Parker	2019	1,041,717	2,040,137	1,360,025	2,680,000	$1,807,756	91,227	9,020,862

Senior Executive Vice President and	2018	996,938	1,950,105	1,300,022	2,100,000	380,524	80,456	6,808,045

Chief Human Resources Officer	2017	851,154	1,320,171	880,020	1,570,000	392,107	77,112	5,090,564

Zenia B. Mucha	2019	1,161,840	1,560,075	1,040,017	2,630,000	$1,128,891	41,968	7,562,791

Senior Executive Vice President and	2018	961,150	1,269,161	846,016	2,000,000	—	24,452	5,100,779
Chief Communications Officer


Fiscal Year		Mr. Iger	Mr. Braverman	Ms. McCarthy		Ms. Parker	Ms. Mucha
2019	$	14,375,162	$3,618,582	$3,980,490	$	2,460,786	$1,881,722

2018		149,639,748	2,852,152	3,208,650		2,317,405	1,508,227

2017		12,447,500	2,240,131	2,325,983		1,574,625	—


		Personal Air Travel		Security		Other		Total
Robert A. Iger	$	367,127	$	675,544	$	45,102	$	1,087,773

Alan N. Braverman		—		—		52,977		52,977

Christine M. McCarthy		—		—		14,400		14,400

M. Jayne Parker		—		—		35,078		35,078

Zenia B. Mucha		—		—		15,400		15,400


				Estimated Future Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards
			Grant Date		Threshold	Target	Maximum		Threshold	Target	Maximum	All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards	Grant Date Closing Price of Shares Underlying Options	Grant Date Fair Value of Stock and Option Awards
			12/19/2018									291,891	$110.54	$109.22	$8,381,095

	(B	)	12/19/2018						37,911	75,821	113,732				8,901,409	1

Robert A. Iger			3/21/2019									46,803	$109.26	$108.66	1,202,196

	(B	)	3/21/2019						5,502	11,003	16,505				1,171,486	1

					$4,200,000	$12,000,000	$24,000,000

			12/19/2018									69,655	$110.54	$109.22	$2,000,011

Alan N. Braverman	(A	)	12/19/2018							13,570					1,500,002

	(B	)	12/19/2018						6,389	12,777	19,166				1,500,024	1

					$1,225,000	$3,500,000	$7,000,000

			12/19/2018									76,621	$110.54	$109.22	$2,200,026

Christine M. McCarthy	(A	)	12/19/2018							14,927					1,650,002

	(B	)	12/19/2018						7,028	14,055	21,083				1,650,061	1

					$1,260,000	$3,600,000	$7,200,000

			12/19/2018									47,366	$110.54	$109.22	$1,360,025

M. Jayne Parker	(A	)	12/19/2018							9,228					1,020,046

	(B	)	12/19/2018						4,345	8,689	13,034				1,020,091	1

					$516,687	$1,476,248	$2,952,496

			12/19/2018									36,221	$110.54	$109.22	$1,040,017

Zenia B. Mucha	(A	)	12/19/2018							7,057					780,067

	(B	)	12/19/2018						3,322	6,644	9,966				780,008	1

					$508,305	$1,452,300	$2,904,600


		Option Awards						Stock Awards

			Number of Securities Underlying Unexercised Options								Equity Incentive Plan Awards
	Grant Date			Exercisable	Unexercisable	Option Exercise Price	Option Expiration Date		Number of Units That Have Not Vested	Market Value of Units That Have Not Vested		Number of Unearned Units That Have Not Vested	Market Value of Unearned Units That Have Not Vested
	1/18/2012			732,079	—	$38.75	1/18/2022		—	—		—	—

	1/16/2013			685,550	—	51.29	1/16/2023		—	—		—	—

Robert A. Iger	12/19/2013			435,220	—	72.59	12/19/2023		—	—		—	—

	12/18/2014			372,412	—	92.24	12/18/2024		—	—		—	—

	12/17/2015			203,498	67,833(A)	113.23	12/17/2025		—	—		—	—

	12/21/2016			160,847	160,847(B)	105.21	12/21/2026		—	—		78,512(C)	$10,203,406

	12/13/2017			—	—	—	—		179,986(D)	$23,390,919		1,197,328(E)	155,604,732

	12/19/2017			73,809	221,428(F)	111.58	12/19/2027		—			113,591(G)	14,762,242

	12/19/2018			—	291,891(H)	110.54	12/19/2028		—			114,435(I)	14,871,973

	3/21/2019			—	46,803(J)	109.26	3/21/2029		—	—		16,607(K)	2,158,181

	1/16/2013			84,095	—	$51.29	1/16/2023		—	—		—	—

	12/19/2013			62,627	—	72.59	12/19/2023		—	—		—	—

Alan N. Braverman	12/18/2014			53,077	—	92.24	12/18/2024		—	—		—	—

	12/17/2015			30,135	10,046(A)	113.23	12/17/2025		—	—		2,211(L)	287,335

	12/21/2016			24,268	24,268(B)	105.21	12/21/2026		—	—		12,862(M)	1,671,600

	12/19/2017			14,278	42,835(F)	111.58	12/19/2027		—	—		23,387(N)	3,039,428

	12/19/2018			—	69,655(H)	110.54	12/19/2028		13,654(O)	1,774,474		19,284(I)	2,506,149

	1/13/2010			39,617	—	$31.12	1/13/2020		—	—		—	—

	1/26/2011			34,139	—	39.65	1/26/2021		—	—		—	—

Christine M. McCarthy	1/18/2012			45,342	—	38.75	1/18/2022		—	—		—	—

	1/16/2013			42,533	—	51.29	1/16/2023		—	—		—	—

	12/19/2013			30,687	—	72.59	12/19/2023		—	—		—	—

	12/18/2014			28,839	—	92.24	12/18/2024		—	—		—	—

	12/17/2015			31,291	10,431(A)	113.23	12/17/2025		—	—		2,296(L)	298,420

	12/21/2016			25,198	25,198(B)	105.21	12/21/2026		—	—		13,355(M)	1,735,617

	12/19/2017			16,063	48,189(F)	111.58	12/19/2027					26,310(N)	3,419,234

	12/19/2018			—	76,621(H)	110.54	12/19/2028		—	—		36,232(P)	4,708,711

	12/18/2014			9,731	—	$92.24	12/18/2024		—	—		—	—

M. Jayne Parker	12/17/2015			21,182	7,061(A)	113.23	12/17/2025		—	—		1,554(L)	201,939

	12/21/2016			17,057	17,058(B)	105.21	12/21/2026		—	—		9,041(M)	1,175,008

	12/19/2017			11,601	34,804(F)	111.58	12/19/2027		—	—		19,002(N)	2,469,555

	12/19/2018			—	47,366(H)	110.54	12/19/2028		—	—		22,398(P)	2,910,844

	1/16/2013			26,751	—	$51.29	1/16/2023		—	—		—	—

	12/19/2013			35,906	—	72.59	12/19/2023		—	—		—	—

Zenia B. Mucha	12/18/2014			33,969	—	92.24	12/18/2024		—	—		—	—

	12/17/2015			19,497	6,499(A)	113.23	12/17/2025		1,364(L)	177,257		—	—

	12/21/2016			16,398	16,399(B)	105.21	12/21/2026		3,000(Q)	389,837		5,545(R)	720,617

	12/19/2017			7,549	22,650(F)	111.58	12/19/2027		4,175(S)	542,574		7,998(T)	1,039,421

	12/19/2018			—	36,221(H)	110.54	12/19/2028		7,100(O)	922,716		10,028(I)	1,303,174


	Option Awards			Stock Awards

		Number of Shares Acquired on Exercise	Value Realized on Exercise		Number of Shares Acquired on Vesting	Value Realized on Vesting
Robert A. Iger		—	—		136,388	$40,057,239

Alan N. Braverman		94,462	$9,676,082		16,842	1,859,118

Christine M. McCarthy		—	—		16,427	1,813,859

M. Jayne Parker		29,192	751,840		12,214	1,348,329

Zenia B. Mucha		62,561	5,879,134		10,601	1,605,806


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders1	35,212,725	2,3	$90.05	4	72,284,856	3,5

Equity compensation plans not approved by security holders	—		—		—

Total	35,212,725	2,3	$90.05	4	72,284,856	3,5


Name	Plan Name	Number of Years of Credited Service at Fiscal Year-End		Present Value of Accumulated Benefit at Fiscal Year-End
	Disney Salaried Pension Plan D	20		$1,702,129
	Disney Amended and Restated Key Plan	20		14,424,257
Robert A. Iger	Disney Salaried Pension Plan A	25		934,118
	Benefit Equalization Plan of ABC, Inc.	25		7,374,860

			Total	$24,435,364

	Disney Salaried Pension Plan D	17		$1,320,799
	Disney Amended and Restated Key Plan	17		5,123,670
Alan N. Braverman	Disney Salaried Pension Plan A	9		241,788
	Benefit Equalization Plan of ABC, Inc.	9		1,348,033

			Total	$8,034,290

	Disney Salaried Pension Plan D	20		$1,586,673
Christine M. McCarthy	Disney Amended and Restated Key Plan	20		4,237,398

			Total	$5,824,071

	Disney Salaried Pension Plan D	31		$2,062,261
M. Jayne Parker	Disney Amended and Restated Key Plan	31		4,677,707

			Total	$6,739,968

	Disney Salaried Pension Plan D	18		$1,419,251
	Disney Amended and Restated Key Plan	18		3,545,021
Zenia B. Mucha	Disney Salaried Pension Plan A	1		47,308
	Benefit Equalization Plan of ABC, Inc.	1		73,416

			Total	$5,084,996


	Executive Contributions in Last Fiscal Year	Aggregate Earnings in Last Fiscal Year		Aggregate Balance at Last Fiscal Year-End
Robert A. Iger	—	$110,725	$	4,399,624

Christine M. McCarthy	$7,128,174	1,133,120		25,308,851

M. Jayne Parker	2,587,068	725,377		7,836,127

Zenia B. Mucha	—	34,863		3,741,458


			Amount Included in Summary Compensation Table
	Fiscal Year		Salary	Non-Equity Incentive Plan	Total
Robert A. Iger	2019		—	—	—
	2018		—	—	—
	2017		—	—	—

Christine M. McCarthy	2019	$	898,529	—	$898,529
	2018		766,442	$5,116,217	5,882,659
	2017		659,615	3,324,826	3,984,441

M. Jayne Parker	2019		—	—	—
	2018		—	2,006,481	2,006,481
	2017		—	1,513,037	1,513,037

Zenia B. Mucha	2019		—	—	—
	2018		—	—	—


	Cash Payment1	Option Acceleration	Restricted Stock Unit Acceleration
Robert A. Iger	$21,750,000	$15,823,556	$179,697,076

Alan N. Braverman	6,340,000	2,908,842	7,832,643

Christine M. McCarthy	6,520,000	3,172,000	8,551,905

M. Jayne Parker	2,680,000	2,099,951	5,688,065

Zenia B. Mucha	2,630,000	1,634,391	4,344,680


	Cash Payment1		Option Valuation	Restricted Stock Unit Valuation
Robert A. Iger

No change in control	$28,557,692	$	15,823,556	$179,697,076

Change in control	28,557,692		15,823,556	179,697,076

Alan N. Braverman

No change in control	10,311,154		2,908,842	7,832,643

Change in control	10,311,154		2,908,842	7,832,643

Christine M. McCarthy

No change in control	9,690,769		3,172,000	8,551,905

Change in control	9,690,769		3,172,000	8,551,905

M. Jayne Parker

No change in control	4,537,477		2,099,951	5,688,065

Change in control	4,537,477		2,099,951	5,688,065

Zenia B. Mucha

No change in control	5,266,483		1,634,391	4,344,680

Change in control	5,266,483		1,634,391	4,344,680


	Fiscal 2019		Fiscal 2018

		(in millions)
Audit fees		$30.7		$19.9

Audit-related fees		4.1		3.5

Tax fees		3.6		3.5

All other fees		0.1		0.1




2007–PRESENT, The Walt Disney Company Board of Directors 2013–2017, NBTY, Inc. Board of Directors 2008–2016, McDonald's Corporation Board of Directors		SUSAN E. ARNOLD OPERATING EXECUTIVE, THE CARLYLE GROUP Ms. Arnold, 65, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through her experience as an executive of Procter & Gamble and her other public company board experience. At Procter & Gamble, Ms. Arnold was a senior executive responsible for major consumer brands in a large, complex retailing and global brand management company. As a result of this experience, Ms. Arnold brings to our Board in-depth knowledge of brand management and marketing, environmental sustainability, product development, international consumer markets, finance and executive management, including executive compensation and management leadership.

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2017–PRESENT, The Walt Disney Company Board of Directors 2014–PRESENT, General Motors Board of Directors 2011–2017, General Dynamics Corporation Board of Directors		MARY T. BARRA CHAIRMAN AND CHIEF EXECUTIVE OFFICER, GENERAL MOTORS COMPANY Ms. Barra, 58, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through her experience as a leader of the General Motors Company and her other public company board experience. In her roles at General Motors, Ms. Barra has been responsible for overseeing and managing executive teams and a sizeable worldwide work force, with an emphasis on development and marketing of technology based consumer facing products and on human resources. As a result of this experience, Ms. Barra brings to our Board an understanding of worldwide consumer markets, changing technology and the challenges and risks facing large public companies with complex global operations.



2018–PRESENT, The Walt Disney Company Board of Directors 2001–PRESENT, Oracle Corporation Board of Directors 2008–2015, HSBC Holdings Board of Directors		SAFRA A. CATZ CHIEF EXECUTIVE OFFICER, ORACLE CORPORATION Ms. Catz, 58, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through her experience as both a chief executive and chief financial officer of Oracle. At Oracle, Ms. Catz has been responsible for leadership of a complex, global technology company, with an emphasis on acquisition strategy and integration of acquired companies, and also led Oracle's financial function, which has a complexity and breadth comparable to that of the Company. As a result of this experience, Ms. Catz brings to our Board valuable insights regarding the management of a complex, global organization with particular insights in acquisitions, experience in a wide range of financial and accounting matters, and an understanding of the rapidly changing technological landscape that affects our businesses including the protection of electronically stored data.