Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
February 02 2023 - 08:53AM
Edgar (US Regulatory)
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. |
On February 2, 2023, Trian Fund Management, L.P., a Delaware
limited partnership (“Trian”) issued a press release (the “Press
Release”) and a letter to shareholders (the “Shareholder Letter”
and, together with the Press Release, the “Materials”) related to
The Walt Disney Company (the “Company”), which Trian also
simultaneously published to its website, located at
www.RestoreTheMagic.com. A copy of the Press Release is filed
herewith as Exhibit 1 and a copy of the Shareholder Letter
is filed herewith as Exhibit 2. From time to time, Trian or
its fellow participants in the proxy solicitation may publish the
Materials, or portions thereof, on its Twitter, LinkedIn, Facebook,
Instagram and YouTube pages and various other social media channels
relating to The Walt Disney Company and they may otherwise
disseminate the Materials from time to time.
Exhibit 1




Exhibit 2


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