The Walt Disney Company (NYSE: DIS) today announced that Carolyn
Everson, a veteran media and technology executive, will join its
Board of Directors, effective November 21. Ms. Everson, 50, a
well-respected executive with deep experience in consumer-facing
companies, will be included in the Company’s slate of director
nominees in the proxy statement for Disney’s 2023 Annual Meeting of
Shareholders.
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Carolyn Everson (Photo: Business
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Ms. Everson’s selection follows a lengthy and comprehensive
search, and reinforces Disney’s commitment to a strong, independent
board focused on the long-term performance of the Company. Her
appointment has received the support of Third Point LLC, which has
entered into a support agreement with Disney following a
constructive dialogue.
As part of the agreement, Third Point has agreed to customary
standstill, voting and other provisions through Disney’s 2024
Annual Meeting of Shareholders. The full agreement between The Walt
Disney Company and Third Point LLC will be filed on Form 8-K with
the Securities and Exchange Commission.
“We are thrilled to welcome Carolyn Everson to the Disney
Board,” said Susan Arnold, Chairman of the Board, The Walt Disney
Company. “Carolyn’s extensive background, including roles at a
number of high-profile, complex global companies, brings a welcome
and invaluable perspective as we continue to focus on expanding our
brand and global reach.”
“With nearly three decades of experience in senior operating
roles at dynamic consumer-facing organizations, Carolyn is a
well-respected leader who will bring unique and valuable
perspective to our Board,” said Bob Chapek, Chief Executive
Officer, The Walt Disney Company. “Carolyn has had a hand in
building a number of world-class digital advertising businesses,
and her insights make her a great fit as we continue to position
the company for long-term growth.”
Mr. Chapek added, “We have a productive and collegial
relationship with Third Point, with whom we share a deep commitment
to continue building on Disney’s many successes and increasing
shareholder value.”
“We are pleased with our productive and ongoing dialogue with
Bob and Disney’s management team,” said Daniel S. Loeb, Chief
Executive Officer and Chief Investment Officer, Third Point. “The
expansion of Disney’s Board of Directors to include Carolyn Everson
will add an important new perspective to an already accomplished
group.”
“I am incredibly excited and honored to join The Walt Disney
Company’s Board and work alongside the outstanding directors and
extraordinarily talented management team,” said Ms. Everson.
“Disney is a beloved brand with an incredible history that brings
joy to millions of consumers around the world and one that has
meant so much to me and my family over the years. I am fully
committed to helping progress Disney’s strategic priorities at an
exciting time for the business and industry at large.”
The Walt Disney Company has a history of delivering significant
results powered by world-class storytelling and its unique and
highly valuable content-creation and distribution ecosystem. The
Company has deftly navigated the COVID-19 pandemic and its
aftermath, having delivered significant streaming subscription
growth and outstanding performance at its domestic theme parks and
resorts.
Disney’s independent and experienced Board, which will have 12
members, has benefited from continuous refreshment, and has
significant expertise in branded, consumer-facing and technology
businesses as well as talent-driven enterprises.
J.P. Morgan Securities LLC served as Disney’s financial advisor
and Cravath, Swaine & Moore LLP served as Disney’s legal
advisor with respect to the support agreement.
Carolyn Everson Background
Ms. Everson most recently served as President of Instacart.
Prior to that role, she was Vice President of the Global Business
Group at Facebook, now known as Meta, where she led the global
marketing solutions team focused on top strategic accounts and
global agencies, as well as media strategy, advertising sales, and
account management from 2011-2021.
She has held additional senior leadership roles in media and
technology, including as Corporate Vice President of Microsoft’s
Global Advertising Sales and Trade Marketing Teams, and as Chief
Operating Officer at Viacom. Prior to Viacom, Ms. Everson worked at
Primedia, Walt Disney Imagineering and Accenture Consulting.
Ms. Everson serves on the boards of The Coca-Cola Company,
Creative Artists Agency, Villanova University, the Humane Society
of the United States and Columbia Medical School. She earned a
bachelor’s degree from Villanova University and has a master’s
degree in business administration from Harvard Business School.
About The Walt Disney Company
The Walt Disney Company, together with its subsidiaries and
affiliates, is a leading diversified international family
entertainment and media enterprise that includes Disney Parks,
Experiences and Products; Disney Media & Entertainment
Distribution; and four content groups—Studios, General
Entertainment, Sports and International—focused on developing and
producing content for DTC, theatrical and linear platforms. Disney
is a Dow 30 company and had annual revenues of $67.4 billion in its
Fiscal Year 2021.
About Third Point LLC
Third Point LLC is an SEC-registered institutional investment
manager that employs an event-driven, opportunistic strategy to
invest globally across the capital structure and in diversified
asset classes to optimize risk-reward through market cycles. Third
Point invests in credit, equity, and venture capital, and
frequently engages with management and boards of directors to
create long-term value. The firm was founded in 1995 by CEO &
CIO Daniel S. Loeb.
Forward-Looking Statements
Certain statements in this communication may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding the Company’s expectations, beliefs and plans and other
statements that are not historical in nature. These statements are
made on the basis of management’s views and assumptions regarding
future events and business performance as of the time the
statements are made. Management does not undertake any obligation
to update these 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 or other
business decisions, as well as from developments beyond the
Company’s control, including: further changes in domestic and
global economic conditions; changes in or pressures from
competitive conditions and consumer preferences; health concerns
and their impact on our businesses and productions; international,
regulatory, political, or military developments; technological
developments; labor markets and activities; consumer or advertiser
demand and behavior; adverse weather conditions or natural
disasters; legal or regulatory changes; the advertising market for
programming; and timing, availability and performance of content;
each such risk includes the current and future impacts of, and is
amplified by, COVID-19 and related mitigation efforts. 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; our expected benefits of the composition of the
Board; demand for our products and services; and the performance of
the Company’s content.
Additional factors are set forth in the Company’s Annual Report
on Form 10-K for the year ended October 2, 2021 under the captions
“Risk Factors,” “Management’s Discussion and Analysis,” and
“Business,” and subsequent filings with the Securities and Exchange
Commission, including, among others, quarterly reports on Form
10-Q.
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version on businesswire.com: https://www.businesswire.com/news/home/20220930005576/en/
David Jefferson The Walt Disney Company Corporate Communications
david.j.jefferson@disney.com (818) 560-4832
Mike Long The Walt Disney Company Corporate Communications
mike.p.long@disney.com (818) 560-4588
Elissa Doyle Third Point LLC Chief Communications Officer and
Head of ESG Engagement edoyle@thirdpoint.com (212) 715-4907
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