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. |
The website page (the “How to Vote Page”), filed herewith as
Exhibit 1, was published on Trian Fund Management, L.P.’s
(“Trian”) website, www.RestoretheMagic.com (the “Website”). The
statements by Trian (the “Advertisements”), filed herewith as
Exhibit 2, will be advertised from time to time on search
engines and social media platforms that will direct viewers to the
Website. Further, the social media posts (the “Social Media
Posts”), filed herewith as Exhibit 3, were published, as
posts and/or via hyperlinks, on Trian’s Twitter, LinkedIn, Facebook
and Instagram pages (the “Social Media Pages”) relating to The Walt
Disney Company.
From time to time, Trian or its fellow participants in the proxy
solicitation may publish the How to Vote Page, the Advertisements,
the Social Media Posts (collectively, the “Materials”), or portions
thereof, on its Social Media Pages and they may otherwise
disseminate the Materials from time to time. In some cases,
references to “Disney” in these statements may be replaced with
“DIS.”
Exhibit 1

Exhibit 2
Vote to
support Nelson Peltz
How to
Vote
Meet
Nelson Peltz
View our
Presentation
About
Trian Partners
Learn
how to vote today
Vote
Today to Restore the Magic
Meet
Nelson Peltz of Trian Partners
Vote
“FOR” Nelson Peltz and “WITHHOLD” support from Michael B.G.
Froman.
Vote
“for” Nelson Peltz and “withhold” support from Michael B.G.
Froman.
Trian
believes that investor sentiment on Disney is low. Vote today to
Restore the Magic!
Vote
today to help Restore the Magic for Disney shareholders
Vote
today to support Nelson Peltz joining the Board and Restore the
Magic to Disney
Disney
needs a shareholder voice in the Board. Learn about Nelson Peltz
and vote today
Cast
your vote today to help Restore the Magic at the Walt Disney
Company
Learn
how to vote for Nelson Peltz
Vote to
Restore the Magic at Disney
The
candidate with board experience
Learn
more about Nelson Peltz
Download
our letter & presentation
Learn
how to Restore the Magic
A track
record of value creation
Learn
more about Trian Partners.
Restore
the Magic at the Walt Disney Company — vote today!
Vote
“FOR” for Nelson Peltz
Vote
“WITHHOLD” for Michael Froman
Vote
“for” for Nelson Peltz
Vote
“withhold” for Michael Froman
Exhibit 3






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