Proxy Statment - Contested Solicitations (definitive) (defc14a)

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

The Walt Disney Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

2023 Letter to the Shareholders

February 6, 2023

Dear Fellow Shareholders,

We are grateful for your support as Disney marks our 100^th anniversary. Few companies have the privilege of celebrating such a milestone, which is emblematic of our constant evolution and ability to innovate and set the standard for our industry. With the richest set of assets and intellectual property in the media sector and Disney’s legacy of world-class storytelling, we continue to strive to build memories that last a lifetime and nurture deep emotional connections with audiences around the world. Reflecting back on fiscal 2022 and looking forward to the year ahead, we are proud of our accomplishments towards achieving our long-term goals and excited about the opportunities that lie ahead for The Walt Disney Company and its shareholders.

Your company has an unrivaled combination of content, creative talent and distribution capabilities that have propelled our world-class storytelling. We won 6 Academy Awards and 26 Primetime Emmy Awards in 2022 across our studios and achieved an additional 19 news and documentary Emmy wins across ABC News, National Geographic, FX and Hulu. We saw strong revenue and profit growth at our domestic parks in fiscal 2022. We continued to invest in direct-to-consumer streaming throughout the year and ended the fiscal year with more than 235 million direct-to-consumer subscriptions across our services.

In November, we announced Bob Iger’s return to the role of Chief Executive Officer. While remaining focused on the ongoing evolution of our core operating model, the Board gave Bob a dual mandate for his two-year term to rebalance investment with return opportunity while retaining the focus on the creative talent that defines Disney and to assist the Board in ongoing leadership succession planning. We are confident that Bob’s deep understanding of the Company and industry through his four decades of experience at Disney, including 15 years as CEO, positions him well to set the strategic direction for our continued value creation, which he has a strong track record of delivering. Bob is simultaneously prioritizing assisting the Board in identifying, developing and mentoring a successor CEO, a process which has already begun.

We are also excited to be welcoming Mark Parker into his role as Chairman of the Board, effective following our 2023 Annual Meeting of Shareholders. Mark’s four decades of experience at a Fortune 100 consumer-facing company, including his service as executive chairman and as chairman of the board, president and chief executive officer; successful history navigating chief executive officer succession; and deep understanding of the dynamic operating environment currently facing international, consumer-facing companies with global recognition render him ideally suited to take on this role. We want to thank Susan Arnold for her 15 years of dedicated service to Disney. Susan’s leadership on the Board has been invaluable, as she navigated through significant strategic shifts in the business while serving as an exemplary steward of the Disney brand.

As a Board, we have continued to evolve to ensure that we have the right combination of backgrounds, skill sets and perspectives to guide the Company into the future. Today, Disney’s Directors bring experience across a relevant range of skill sets including brand, marketing and retail, direct-to-consumer expertise and technology and innovation. We were excited to welcome Carolyn Everson to the Board as a new Director in November. Carolyn is a well-respected leader with deep experience in roles at complex global companies, with a strong background in building world-class media and digital advertising businesses. Carolyn adds to a group of Directors with an optimal combination of experience and skills that are vital to Disney’s strategic priorities, expansive reach, and business mix.

We have continued to remain responsive to the feedback of our shareholders across a number of different focus areas. A full list of enhancements that the Board approved to related policies, initiatives and disclosures as informed by shareholders can be found in the section of the proxy statement titled ”Proxy Summary — Shareholder Engagement and Responsiveness.”

The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the business to be conducted at the Disney 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Also included are a WHITE proxy card and postage-paid return envelope. WHITE proxy cards are being solicited on behalf of the Board of Directors of The Walt Disney Company.

Your vote is especially important at this year’s Annual Meeting. As you may have seen, Trian Partners L.P. and Trian Partners Parallel Fund I, L.P., wholly owned subsidiaries of Trian Fund Management, L.P., along with other entities affiliated with Nelson Peltz (collectively, the “Trian Group”), have nominated Nelson Peltz for election as a director at the Annual Meeting in opposition to the nominees recommended by your Board and to bring a proposal to amend our Bylaws before the meeting (the “Trian Group Proposal”).

Your Board does not endorse the Trian Group nominee or the Trian Group Proposal and unanimously recommends that you vote “FOR” the election of the nominees proposed by your Board (Mary T. Barra, Safra A. Catz, Amy L. Chang, Francis A. deSouza, Carolyn N. Everson, Michael B.G. Froman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker and Derica W. Rice), “FOR” the other proposals recommended by your Board, “AGAINST” the Trian Group Proposal and “AGAINST” the other proposals made by shareholders, using the WHITE proxy card. You may receive solicitation materials from the Trian Group, including proxy statements and blue proxy cards. Disney is not responsible for the accuracy or completeness of any information provided by or relating to the Trian Group, its nominee or the Trian Group Proposal contained in solicitation materials filed or disseminated by or on behalf of the Trian Group or any other statements the Trian Group may make.

Your Board strongly urges you to discard and NOT to vote using any blue proxy card sent to you by the Trian Group. If you have already submitted a blue proxy card, you can revoke that proxy and vote for your Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet by following the instructions on your WHITE proxy card, WHITE voting instruction form or notice. Only your latest validly executed proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

PLEASE NOTE THAT THIS YEAR, YOUR PROXY CARD LOOKS DIFFERENT. IT HAS MORE NAMES ON IT THAN THERE ARE SEATS UP FOR ELECTION, UNDER NEW REQUIREMENTS CALLED A “UNIVERSAL PROXY CARD.” THIS MEANS THE COMPANY’S PROXY CARD IS REQUIRED TO LIST THE TRIAN GROUP NOMINEE IN ADDITION TO YOUR BOARD’S NOMINEES. PLEASE MARK YOUR CARD CAREFULLY AND ONLY VOTE “FOR” THE NOMINEES AND PROPOSALS RECOMMENDED BY YOUR BOARD AND “AGAINST” THE TRIAN GROUP PROPOSAL AND “AGAINST” THE OTHER PROPOSALS MADE BY SHAREHOLDERS.

Your vote is extremely important no matter how many shares you own. Whether or not you expect to attend the meeting, please vote and submit your proxy over the Internet or by mail. If you have any questions or require any assistance with voting your shares, please call Disney’s proxy solicitor:

INNISFREE M&A INCORPORATED

Shareholders may call 1(877) 456-3463 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and Brokers may call collect 1(212) 750-5833

We thank you for your investment and look forward to continuing our ongoing dialogue. It has been a privilege to speak with many of you during our time at Disney, and we thank you for helping us continue to improve as we look forward to our next century.

Sincerely,

The Walt Disney Company Board of Directors

Notice of 2023 Annual Meeting

The 2023 annual meeting of shareholders of The Walt Disney Company will be held virtually at www.virtualshareholdermeeting.com/DIS2023

(please see "Attendance at the Meeting" below.)

MONDAY, APRIL 3, 2023 10:00 A.M. PACIFIC TIME



PROPOSAL	FOR MORE INFORMATION		BOARD RECOMMENDATION

COMPANY PROPOSALS

Proposal 1: Election of eleven nominees named in the proxy statement as Directors, each for a term of one year.		Page 79		FOR EACH COMPANY NOMINEE

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal 2023.		Page 81		FOR

Proposal 3: Consideration of an advisory vote to approve executive compensation.		Page 82		FOR

Proposal 4: Consideration of an advisory vote on the frequency of votes on executive compensation.		Page 83		FOR 1 YEAR

SHAREHOLDER PROPOSALS

Proposal 5: Shareholder proposal, if properly presented at the meeting, requesting a report on operations related to China.		Page 84		AGAINST

Proposal 6: Shareholder proposal, if properly presented at the meeting, requesting charitable contributions disclosure.		Page 87		AGAINST

Proposal 7: Shareholder proposal, if properly presented at the meeting, requesting a political expenditures report.		Page 89		AGAINST

Proposal 8: Trian Group proposal, if properly presented at the meeting, to repeal each provision or amendment of the Bylaws that has been adopted by the Board (and not the shareholders of the Company) since March 20, 2019.		Page 92		AGAINST

Shareholders of record of The Walt Disney Company common stock (NYSE: DIS) at the close of business on February 8, 2023, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available during ordinary business hours at the offices of the Company in Burbank, California.

Please note that Trian Partners L.P. and Trian Partners Parallel Fund I, L.P., Trian Fund Management, L.P., along with other entities affiliated with Nelson Peltz (collectively, the “Trian Group”) have provided notice of their intent to nominate Nelson Peltz for election as a director at the Annual Meeting in opposition to the nominees recommended by your Board of Directors and to bring a proposal to amend our Bylaws before the meeting (the “Trian Group Proposal”). You may receive solicitation materials from the Trian Group, including proxy statements and blue proxy cards. Disney is not responsible for the accuracy or completeness of any information provided by or relating to the Trian Group, its nominee or the Trian Group Proposal contained in solicitation materials filed or disseminated by or on behalf of the Trian Group or any other statements the Trian Group may make.

Your Board of Directors does not endorse the Trian Group nominee or the Trian Group Proposal and unanimously recommends that you vote “FOR” only the nominees proposed by your Board of Directors, “FOR” the other proposals recommended by the Board, “AGAINST” the Trian Group Proposal and “AGAINST” the other proposals made by shareholders on the WHITE proxy card. Your Board strongly urges you to discard and NOT to vote using any blue proxy card sent to you by the Trian Group. If you have already submitted a blue proxy card, you can revoke that proxy and vote for your Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by marking, signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet by following the instructions on your WHITE proxy card or WHITE voting instruction form. Only your latest validly executed proxy will count and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

February 6, 2023

Burbank, California

Jolene E. Negre

Associate General Counsel and

Secretary



YOUR VOTE IS IMPORTANT Please vote as promptly as possible by using any of the following methods:
		INTERNET Locate the control number included in your WHITE proxy card, WHITE voting instruction form or notice and access the website indicated.

		SCAN Your WHITE proxy card, WHITE voting instruction form or notice may also include a QR code for voting by your mobile phone. You will need the control number included in your WHITE proxy card, WHITE voting instruction form or notice.

		MAIL Mark, sign and date your WHITE proxy card or WHITE voting instruction form and return it in the postage-paid envelope provided.


Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 3, 2023 The proxy statement and annual report to shareholders and the means to vote by Internet are available at www.ProxyVote.com/Disney Attendance at the Meeting To attend the virtual annual meeting, you must be a shareholder on the record date and have previously registered to attend the meeting. Register to attend the virtual meeting on or before March 29, 2023 by visiting www.ProxyVote.com/Disney and selecting “Attend a Meeting.” You will need the 16-digit control number found on your WHITE proxy card or notice. You will receive a confirmation e-mail with information on how to attend the meeting. After you have registered, you will be able to participate in the annual meeting by visiting www.virtualshareholdermeeting.com/DIS2023 and entering the same 16-digit control number you used to pre-register and as shown in your confirmation e-mail. Beneficial shareholders who do not have a 16-digit control number should follow the instructions provided on the voting instruction form provided by your broker, bank or other nominee. In addition to registering for the meeting, beneficial holders that wish to vote must obtain a legal proxy from their bank, broker or other nominee prior to the meeting. You will need to have an electronic image (such as a pdf file or scan) of the legal proxy with you when voting. Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at 9:00 a.m. PT and the meeting will begin promptly at 10:00 a.m. PT. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/DIS2023. If you cannot attend the meeting or if you are not a shareholder of record, you can still listen to the meeting, which will be available on our Investor Relations website.

Cautionary Note Regarding Forward-Looking

Statements

This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding mandates, expectations, beliefs, business plans and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations and you should not place undue reliance on forward-looking 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 deterioration in domestic and global economic conditions, including heightened inflation, capital market volatility, interest rate and currency rate fluctuations and economic slowdown or recession; deterioration in or pressures from competitive conditions; consumer preferences and acceptance of our content and offerings; health concerns and their impact on our businesses; international, regulatory, political or military developments; technological developments; labor markets and activities; adverse weather conditions or natural disasters; and legal or regulatory changes. Each such risk includes the current and future impacts of and is amplified by, the COVID-19 pandemic 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; and demand for our products and services.

Additional factors are set forth in the Company’s Annual Report on Form 10-K for the year ended October 1, 2022, under the captions “Risk Factors,” “Management’s Discussion and Analysis” and “Business,” and subsequent filings with the Securities and Exchange Commission (“SEC”), including, among others, quarterly reports on Form 10-Q.

Table of Contents


PROXY SUMMARY			1

Proxy Voting Roadmap			1

Fiscal 2022 Overview			2

Board of Directors Highlights			3

Shareholder Engagement and Responsiveness			4

Compensation Structure and Philosophy			6

Corporate Social Responsibility Highlights			7

BACKGROUND TO THE SOLICITATION			8

CORPORATE GOVERNANCE AND BOARD MATTERS			12

Corporate Governance Documents			12

The Board of Directors			12

Board Leadership			26

Committees			26

The Board’s Role in Risk Oversight			28

Management Succession Planning			29

Director Selection Process			29

Director Independence			30

DIRECTOR COMPENSATION			32

EXECUTIVE COMPENSATION			36

Letter from the Compensation Committee			36

Compensation Discussion and Analysis			37

Executive Compensation Program Structure — Objectives and Methods			40

Fiscal 2022 Compensation Decisions			44

Individual Compensation Decisions			47

Compensation Committee Report			52

Compensation Tables			53

Pay Ratio			72

Other Compensation Information			72


AUDIT-RELATED MATTERS			77

Audit Committee Report			77

Auditor Fees and Services			78

Policy for Approval of Audit and Permitted Non-Audit Services			78

ITEMS TO BE VOTED ON			79

Election of Directors			79

Ratification of Appointment of Independent Registered Public Accountants			81

Advisory Vote on Executive Compensation			82

Advisory Vote on Frequency of Advisory Votes on Executive Compensation			83

Shareholder Proposals			84

Other Matters			93

INFORMATION ABOUT VOTING			94

Shares Outstanding			94

Attendance at the Meeting			94

Voting			94

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			97

OTHER INFORMATION			98

Stock Ownership			98

Electronic Availability of Proxy Statement and Annual Report			100

Mailings to Multiple Shareholders at the Same Address			100

Proxy Solicitation Costs			100

Shareholder Communications			101

ANNEX A — SUPPLEMENTAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION			A-1

The Walt Disney Company (500 South Buena Vista Street, Burbank, CA 91521) is providing you with this proxy statement relating to its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). The Company expects to commence mailing of its proxy materials to shareholders on or about February 9, 2023. References to the “Company,” “Disney,” “we” or “our” in this proxy statement refer to The Walt Disney Company and, as applicable, its consolidated subsidiaries. The Company’s website and social media feeds and the information contained or linked therein or otherwise connected thereto are not part of or incorporated by reference into this proxy statement, regardless of any reference to such website or social media feeds in this proxy statement.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information

Proxy Summary

This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete proxy statement and fiscal 2022 annual report before you vote.

Proxy Voting Roadmap



PROPOSAL	FOR MORE INFORMATION	BOARD RECOMMENDATION

COMPANY PROPOSALS

Proposal 1: Election of Eleven Directors	Page 79	FOR EACH COMPANY NOMINEE

Proposal 2: Ratification of Independent Accountants	Page 81	FOR

Proposal 3: Advisory Resolution on Executive Compensation	Page 82	FOR

Proposal 4: Advisory Resolution on Frequency of Votes on Executive Compensation	Page 83	FOR 1 YEAR



SHAREHOLDER PROPOSALS

Proposal 5: Shareholder proposal, if properly presented at the meeting, requesting a report on operations related to China.	Page 84	AGAINST

Proposal 6: Shareholder proposal, if properly presented at the meeting, requesting charitable contributions disclosure.	Page 87	AGAINST

Proposal 7: Shareholder proposal, if properly presented at the meeting, requesting a political expenditures report.	Page 89	AGAINST

Proposal 8: Trian Group proposal, if properly presented at the meeting, to repeal each provision or amendment of the Bylaws that has been adopted by the Board (and not the shareholders of the Company) since March 20, 2019.	Page 92	AGAINST


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information

Fiscal 2022 Overview

In fiscal 2022, we continued to see strong demand and growth across our businesses and execute on our long-term strategy. Our content, across our unmatched collection of brands, formats and distribution platforms, continues to meaningfully resonate with audiences around the world and fuel our portfolio of businesses. We continue to invest in our Media and Entertainment Distribution businesses, ending the fiscal year with over 235 million total direct-to-consumer subscriptions, preparing to launch the advertising-based tier of Disney+ and generating nearly $3.5 billion at the global box office. At our Parks, Experiences and Products business, we are beyond pleased with our recovery coming out of the pandemic, launching several new attractions and experiences and achieving the segment’s highest full year revenue, operating income and margin.

Business Highlights and Performance

LOGO



TOTAL COMPANY

$82.7B		$5.3B
Total Revenue Year-over-year increase of 23%		Income from Continuing Operations Before Income Taxes
		Year-over-year increase of >100%


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information

Board of Directors Highlights

Director Nominees

The Board of Directors of The Walt Disney Company (the ‘‘Board’’) has nominated a slate composed of eleven talented directors with skill sets, experiences and professional backgrounds representing a diversity of perspectives and characteristics that are particularly relevant to Disney’s business and strategic objectives, as reflected in their biographies in the section of this proxy statement titled “Corporate Governance and Board Matters — The Board of Directors — Director Nominees.”

LOGO



6	Years of Average Tenure	10 out of 11	Independent Directors

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. On November 20, 2022, Bob Iger joined the Board in connection with his appointment as CEO, providing decades of media and entertainment experience. On November 21, 2022, Carolyn Everson joined the Board. Ms. Everson brings deep experience in consumer-facing companies as a veteran media and advertising technology executive. The current term of office of all of the Company’s directors expires at the 2023 Annual Meeting. For more information regarding these matters and our corporate governance, see the section of this proxy statement titled “Corporate Governance and Board Matters.”

Board Oversight

In direct response to shareholder feedback, the Board has recently updated several aspects of its risk oversight. For more information regarding these matters, see the sections of this proxy statement titled “Proxy Summary — Shareholder Engagement and Responsiveness — Commitment to Investor Engagement and Overview of Responsive Actions” below and “Corporate Governance and Board Matters — The Board’s Role in Risk Oversight.” The Board specifically delegated oversight of certain risks to its committees:

•

The Audit Committee oversees cybersecurity and data security risks and mitigation strategies.

•

The Compensation Committee oversees the Company’s workforce equity matters, including: diversity, equity and inclusion initiatives and results; employee engagement; and employee surveys, and risks associated with the Company’s compensation policies and practices.

•

The Governance and Nominating Committee oversees the Company’s lobbying and political strategy; human rights policies; and environmental, social and governance programs and reporting, including with respect to environmental and sustainability policies and initiatives to address climate change risks.

In addition, the Audit Committee reviews the Company’s policies and practices with respect to risk assessment and risk management.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information

Shareholder Engagement and Responsiveness

Below are overviews of the Company’s engagement process, feedback from investors and responsive Company actions.

Investor Engagement Process

Contacted over 95%
of our largest 50 shareholders in calendar year 2022

Held over

100

Conversations

focused on Board, executive compensation and
ESG related topics, with shareholders across size
and geography led by, as appropriate, independent
members of the Board of Directors, and our Investor
Relations team

During fiscal 2022, including following the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”), members of executive management and Board leadership continued their active engagement with shareholders. Our Investor Relations team engaged regularly throughout the 2022 calendar year with a broad subset of our investor base. In addition to these regular conversations, our Investor Relations team also held two formal rounds of engagement sessions, which included Board members, in the winter/spring and the fall with top shareholders to hear and respond to feedback. The feedback gathered during these conversations helped inform the Board’s thinking, in particular, about compensation, governance and disclosure.

As part of its active engagement with shareholders, in September 2022 the Company entered into a support agreement with Third Point LLC (“Third Point”), pursuant to which the Company appointed Carolyn Everson to the Board and agreed to include Ms. Everson as a director nominee for the 2023 Annual Meeting and Third Point agreed to customary standstill, voting and other provisions through the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”).

LOGO


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information

Commitment to Investor Engagement and Overview of Responsive Actions

Over the past two years, we have taken numerous responsive actions informed by shareholder feedback. Below we summarize key shareholder feedback the Company received from investors and highlights of actions the Company took in response.


KEY THEMES	WHAT WE HEARD	WHAT WE DID

Board and Executive Oversight	Increase Board oversight and executive leadership of certain focal areas	The Board memorialized the Audit Committee’s oversight of cybersecurity and data security risks in the Audit Committee Charter. The Compensation Committee memorialized its oversight of risks associated with the Company’s compensation policies and practices and expanded its oversight of workforce equity matters to include: diversity, equity and inclusion initiatives and results; employee engagement; and employee surveys. The Board delegated oversight of lobbying and political strategy; human rights policies; and environmental, social and governance programs and reporting to the Governance and Nominating Committee. We have implemented enhanced executive review of company-wide political contributions and lobbying.
	Increase Board expertise in key business areas	The Board appointed Carolyn Everson, a veteran media and advertising technology executive with deep experience in consumer-facing companies, and Bob Iger, a seasoned media and entertainment executive.
	Maintain an independent Chairman	The Board elected an independent Chairman in fiscal 2022.

Lobbying	Enhance disclosure of lobbying policies and activities	We expanded disclosure of trade association payments and have committed to provide the rationale of each membership and prohibit use of trade association dues for political candidate contributions. We have committed to provide increased disclosure on the Company’s core policy issues and key steps the Company may take when there is misalignment with trade associations. We have committed to integrate links to federal lobbying reports and state lobbying reports where readily available in environmental, social and governance reporting.

Human Rights	Expand human rights disclosure	We updated our Human Rights Policy, enhanced public disclosures and will provide an annual human rights report to the Governance and Nominating Committee.

Chemical Management	Expand reporting of chemical management	We have committed to enhance disclosures of priority chemicals, including reduction plans and progress.

Workforce Disclosure	Expand reporting of the Company’s demographic and inclusion metrics	We have committed to disclosing quantitative metrics reflecting hiring, promotion and retention by gender, race and ethnicity before the end of 2024.

Pay Equity	Report on pay ratios across race/ethnicity and gender	We disclosed annual adjusted gender, race and ethnicity pay ratio data (Pay Ratio Dashboard on the “ESG Reporting” page of our Corporate Social Responsibility (“CSR”) website). We have also committed to expanding our assessment of the adjusted pay ratio in 2023 and disclosing unadjusted median analysis of pay in 2024.

Executive Compensation	Increase the impact of performance on officer pay outcomes	For fiscal 2023, the Compensation Committee set the portion of the CEO’s long-term incentive award comprised of performance-based restricted stock units (also referred to as “PBUs”) at 60%, an increase from 50% in fiscal 2022. For all other NEOs, PBUs comprise at least 50% of overall long-term incentive grant value for fiscal 2022 and beyond, an increase from 30% in fiscal 2021. The Compensation Committee increased the relative total shareholder return (“TSR”) test to achieve PBU target payout for all NEOs (as defined herein) to the 55^th percentile of S&P 500 companies for fiscal 2022 and beyond.
	Evaluate compensation metrics to reduce overlap and ensure strategic alignment	The Compensation Committee eliminated return on invested capital (“ROIC”) from the annual bonus program. While continuing to use ROIC as a PBU metric in the long-term incentive program, the Compensation Committee returned to setting full 3-year goals in fiscal 2023. The Compensation Committee aligned financial metrics with market practice and the Company’s overall growth and profitability goals by incorporating adjusted revenue, adjusted segment operating income and adjusted after-tax free cash flow as financial metrics and removing adjusted earnings per share.
	Enhance executive compensation disclosures	We expanded disclosure for each of our fiscal 2022 annual bonus program metrics under the section titled “Executive Compensation — Compensation Discussion and Analysis” to include the performance target, and also include the performance leverage for the fiscal 2022 ROIC performance period for the PBUs.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information

Compensation Structure and Philosophy

The Compensation Committee firmly believes in pay for performance. In fiscal 2022, 90% of Mr. Chapek’s target total direct annual compensation varied with performance and equity versus being fixed. Mr. Chapek’s target total direct annual compensation was comprised of 10% base salary, 30% target annual incentive, 15% time-vested RSUs, 15% stock options and 30% PBUs.



CEO PERFORMANCE-BASED ANNUAL CASH BONUS OPPORTUNITY THAT IS:
		70% based on Company performance against preset financial goals 30% based on the achievement of organizational goals tied to the Company’s strategic priorities and the Compensation Committee’s assessment of individual contributions

For fiscal 2023, Bob lger’s equity award is composed of 60% performance-based restricted stock units and 40% options;

the realized performance-unit value depends on two-year achievement of relative TSR and absolute ROIC performance to reflect his two-year employment term, and the options only have value to the degree that Disney stock price increases.

Beginning in fiscal 2022, target payout for the relative TSR test of PBUs for all NEOs requires TSR performance at the 55^th percentile of the S&P 500 companies. Additionally, beginning in fiscal 2022, PBUs represent at least 50% of the overall long-term incentive grant value for all NEOs.

More detail regarding our strategic priorities and our performance metrics can be found in the section of this proxy statement titled “Executive Compensation — Compensation Discussion and Analysis.”


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

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Corporate Social Responsibility Highlights

The Company has a longstanding commitment to CSR. In 2021, we refreshed our CSR strategy to connect it more deeply to Disney’s corporate mission and commercial offerings and to embrace our unique opportunities for leadership. As a global company operating in many industries and geographies, Disney’s CSR strategy is built around our consideration of a wide, complex and evolving set of issues. Additional details of the Company’s CSR efforts are available at our CSR website.



Human Capital Management Highlights										2030 Environmental Goals¹


Health, Wellness, Family Resources and Other Benefits • Provide healthcare options aimed at improving quality of care and family care resources while limiting out-of-pocket costs • Provide free mental and behavioral health resources, including on-demand access to the Employee Assistance Program for employees and their dependents • Offer access to two Centers for Living Well, providing convenient, on-demand access to board-certified physicians and counselors • Hosted Global Well-Being Week, a dedicated week for employees around the world to celebrate, learn and engage in well-being through in-person and virtual events and activities focused on physical, emotional, financial and social well-being Talent Development and Education • Offer training and development programs (online, instructor-led and on-the-job learning formats) and executive talent and succession planning with an individualized development approach • Through our education investment program, Disney Aspire, pay 100% of the tuition costs upfront for participating employees at a variety of in-network learning providers and universities and reimburse employees for applicable books and fees. Approximately 13,000 employees were enrolled in a Disney Aspire program and approximately half of participants were earning a Bachelor’s or Master’s degree at the end of fiscal 2022. Diversity, Equity and Inclusion • Published U.S. Employer Equal Opportunity data • Offered an executive incubator program and creative talent development program designed to create a pipeline of next-generation creative executives from underrepresented backgrounds • Facilitated programs like Disney Veterans Institute Summit, Disney on the Yard, Women’s Talent Network and Black Talent Network to help attract and develop a more diverse workforce at all levels • Supported over 100 employee-led Business Employee Resource Groups, which represent and support the diverse communities that make up our workforce Human Rights • Updated our Human Rights Policy Statement with information on the Company’s ongoing due diligence to identify, prevent, mitigate and account for human rights risks and impacts										¹ The complete set of our 2030 environmental goals, including the Company’s goal to reduce its Scope 3 greenhouse gas emissions, is provided in our 2030 Environmental Goals White Paper, available on the Environmental Sustainability page of our CSR website. Our 2030 Environmental Goals White Paper also provides details around our goal coverage and approaches. Progress towards our goals is reported in our annual CSR Report. Disney’s 2022 CSR report will be published in our second quarter of fiscal 2023.


		7

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

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to the

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Background to the Solicitation

The summary below details the significant contacts between the Company and the Trian Group beginning in early summer 2022 through the date of this proxy statement. This summary does not purport to catalogue every conversation of or among members of the Board, the Company’s management, the Company’s advisors and representatives of the Trian Group and their advisors relating to the Trian Group’s solicitation.

Early in the summer of 2022, Isaac Perlmutter, an employee and shareholder of the Company, who currently serves as Chairman of Marvel Entertainment, and previously served as Chief Executive Officer of Marvel, called Bob Chapek, then the Chief Executive Officer of the Company, to urge Mr. Chapek to meet with Nelson Peltz, the Chief Executive Officer of Trian Management. Mr. Chapek noted that he had business travel coming up in Paris, France, and thus his schedule near term would not work. Mr. Perlmutter responded that Mr. Peltz was vacationing on his yacht somewhere off the coast of France and so geography would not be an impediment. Mr. Perlmutter told Mr. Chapek he should have a “friendly lunch” with Mr. Peltz in France and it would be a good investment of his time. Mr. Perlmutter’s assistant worked with Mr. Chapek’s office and Mr. Peltz’s office to organize the meeting over a lunch.

On July 11, 2022, Mr. Peltz met Mr. Chapek over lunch at the Disney Hotel New York – The Art of Marvel at Disneyland Paris. During this lunch, Mr. Peltz discussed his background as an investor, noted that he did not own any shares of Disney and asked Mr. Chapek if he thought the Disney Board would give him a seat on the Board.

On July 15, 2022, Mr. Peltz called Amy Chang, a member of the Board, to convey that he was supportive of Mr. Chapek, and believed he could be helpful to him if he joined the Board.

Also on July 15, 2022, Mr. Perlmutter called Mr. Chapek and Christine McCarthy, the Company’s Senior Executive Vice President and Chief Financial Officer, to encourage consideration of Mr. Peltz as a director. Mr. Perlmutter also called Safra Catz, the Chair of the Company’s Audit Committee, to advocate for adding Mr. Peltz. Mr. Perlmutter said he and Mr. Peltz supported Mr. Chapek, and that adding Mr. Peltz to the Board would help Mr. Chapek counter recent headwinds he had faced, solidify his position as CEO, and preempt any other potential shareholder nominations of director nominees at the 2023 Annual Meeting. He said without Mr. Peltz there, former executives including Mr. Iger, would be back at Disney.

On July 16, 2022, Mr. Peltz called Mr. Chapek to express his desire to join the Board. Mr. Peltz noted that he did not hold an investment in the Company. He said if he was added to the Board he would then make an investment in the Company. On the same day, Mr. Perlmutter and Mr. Peltz had an hour long conversation with Ms. Catz to advocate for Mr. Peltz to be added to the Board.

On July 18, 2022, Mr. Perlmutter called Horacio Gutierrez, Disney’s Senior Executive Vice President and General Counsel, to continue to advocate for Mr. Peltz to be added to the Board.

In August 2022, Dan Loeb, Chief Executive Officer and Chief Investment Officer of Third Point, contacted Mr. Chapek and Ms. McCarthy and noted that Third Point had recently reinvested in Disney and shared his views of the Company’s strategy. In addition to engagement on the elements of his thesis, Mr. Loeb also offered suggestions of potential independent director candidates for consideration. In early August, Mr. Peltz also contacted Ms. McCarthy several times to reiterate his desire to join the Board, also noting they had served together on the Procter & Gamble board. Third Point made its investment thesis public in mid-August and continued to engage with Mr. Chapek and Ms. McCarthy as to potential independent director candidates.

On August 29, 2022, at a special meeting of the Board called for this purpose, the Board discussed the various approaches from Mr. Peltz, Mr. Perlmutter and Mr. Loeb, the thesis put forward by Third Point, the lack of a thesis put forward by Mr. Peltz and the status of the Board’s ongoing refreshment process and independent director search, which included consideration of potential candidates to succeed Susan Arnold, the current Chairman of the Board, who would reach the 15-year term limit for non-management directors under Disney’s Board tenure policy at the 2023 Annual Meeting. The Board determined to continue discussions with Third Point regarding potential independent director candidates and other matters.


		8

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

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On September 21, 2022, Mr. Chapek, Ms. McCarthy and Alexia Quadrani, the Company’s Senior Vice President, Investor Relations, met with Mr. Loeb and other Third Point executives at their offices in New York City to discuss his investment thesis.

On September 28-29, 2022, the Board discussed the status of discussions with Third Point and the ongoing Board refreshment process including in respect of potential successors to Ms. Arnold as Chairman.

On September 29, 2022, the Company appointed Carolyn Everson as a director, and following a productive engagement process, entered into a support agreement with Third Point, pursuant to which, in consideration of the Company’s appointment of Ms. Everson as a director and her inclusion as a director nominee for the 2023 Annual Meeting, Third Point agreed to customary standstill, voting and other provisions through the 2024 Annual Meeting.

In October and November, members of the Board met numerous times to discuss governance and leadership matters, including concerns that had been emerging about Mr. Chapek’s leadership and strategic vision and whether he should continue as CEO, as well as succession candidates for the Chairman role. The Board had approached Mark Parker, a member of the Board for seven years and the current Executive Chairman of NIKE, to ask him to consider taking the Chairman role, and those discussions were ongoing as was consideration of other potential candidates from the Board. The Board viewed Mr. Parker as highly qualified for the role because of his business acumen and experience as CEO of NIKE, which is built around creative talent and a brand experience, as is Disney; his expertise gained from building a highly successful direct-to-consumer business; and his successful transition from CEO to Executive Chairman several years earlier.

On November 8, 2022, the Company conducted its full fiscal year and fourth quarter 2022 earnings call. Afterward, Mr. Peltz called Mr. Chapek to inform him that the Trian Group had acquired a position in the Company totaling approximately $500 million, with the intent of increasing this position to up to $1 billion. Mr. Peltz subsequently called Mr. Chapek and informed him that the Trian Group intended to nominate a slate of nominees at the 2023 Annual Meeting unless the Company agreed to add Mr. Peltz to the Board.

On November 10, 2022, Mr. Perlmutter again reached out to Ms. Catz, Mr. Chapek, Ms. McCarthy and Mr. Gutierrez to advocate for Mr. Peltz to be added to the Board.

Following the Company’s earnings call, Mr. Peltz invited Mr. Chapek to have lunch with him in Palm Beach, Florida. On November 12, 2022, Mr. Chapek met separately in Palm Beach with each of Mr. Peltz and Mr. Perlmutter, and they continued their discussions to encourage the addition of Mr. Peltz to the Board and again expressed support for Mr. Chapek.

In the post-earnings call time period, Mr. Peltz also had several conversations with Ms. McCarthy in which he repeated that if he was not added to the Board, he would run a proxy contest. Ms. McCarthy offered to meet with Mr. Peltz in New York City on November 28, 2022, along with Mr. Gutierrez, but Mr. Peltz was not available then and asked for November 23, 2022.

On November 17, 2022, at a special meeting of the Board called for this purpose, the Board met to discuss the ongoing approaches from Mr. Perlmutter and Mr. Peltz. The Board determined that to ensure that the Board was able to guide the discussions with Mr. Peltz, from that point forward, Ms. McCarthy and Mr. Gutierrez would be the designated points of contact with Mr. Peltz and should both be involved in any further conversations with him.

On November 20, 2022, the Board made the decision to terminate Mr. Chapek and appoint Bob Iger as the Company’s Chief Executive Officer and as a member of the Board. The Company announced these changes on the evening of November 20, and following such announcement, it became public in various news articles that Mr. Peltz had amassed a stake of over $800 million in the Company, was seeking a seat on the Board and, according to some news outlets¹, did not support Mr. Iger’s return as CEO.

On November 23, 2022, at Mr. Peltz’s request, Mr. Iger, Ms. McCarthy and Mr. Gutierrez had a video meeting with Mr. Peltz, his son Matthew Peltz (“Mr. M. Peltz”), and Brian Schorr of the Trian Group. Mr. Peltz reiterated the Trian Group’s intention to mount a

Sources: “Robert Iger Returns as Disney CEO as Bob Chapek is Ousted,” The Wall Street Journal, November 21, 2022, https://www.wsj.com/articles/walt-disney-names-bob-iger-ceo-replacing-bob-chapek-11669000050; “Investors Cheer Leadership Shakeup at Disney,” The New York Times DealBook Newsletter, November 21, 2022, https://www.nytimes.com/2022/11/21/business/dealbook/disney-leadership-shakeup-iger-chapek.html; “Trian Acquires Over $800m in Disney, Opposes Iger as CEO: WSJ,” Bloomberg, November 21, 2022, https://blinks.bloomberg.com/news/stories/RLOL6ZDWLU68.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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proxy contest if Mr. Peltz was not added to the Board. During the conversation, Mr. Iger and Ms. McCarthy inquired as to whether Mr. Peltz would be open to exploring a mutually acceptable independent director to add to the Board, and Mr. Peltz responded that he would only accept the addition of himself to the Board. Mr. Peltz did not provide any actionable ideas for Disney other than his Board candidacy. Mr. Iger told Mr. Peltz that this would ultimately be a Board decision and his request would be reviewed with the Board.

Following the conversation with Mr. Peltz, Mr. Gutierrez called Mr. Schorr to inform the Trian Group that there was a regularly scheduled meeting of the Board on November 30, 2022, and the Board would be discussing these matters. At such meeting, the Board discussed the engagement with Mr. Peltz and Mr. Perlmutter over the last five months and Mr. Peltz’s request to join the Board, concerns about introducing further disruption to Disney’s management team nine days into Mr. Iger’s return and the need to provide runway for Mr. Iger to address the challenges in the media business environment. The Board also focused on the fact that Mr. Peltz did not have relevant media or technology industry experience to offer that would further that key objective for the Company. The Board concluded not to offer Mr. Peltz a Board seat but to continue to explore whether there could be a mutually acceptable outcome as had been reached with Third Point. Mr. Gutierrez communicated the Board’s decision to Mr. Schorr.

On November 28, 2022, Mr. Iger held a “town hall” meeting with Disney employees where he articulated some of his key priorities, including re-organizing the Company to restore control, responsibility and accountability to the Company’s creative businesses; driving profitability in streaming; and reducing costs across the Company.

On December 1, 2022, a representative from the Trian Group delivered a letter to Mr. Gutierrez, informing Disney that the Trian Group intended to nominate Mr. Peltz (the “Trian Group Nominee”) for election as director to the Board at the 2023 Annual Meeting in opposition to the nominees recommended by the Board. The notice also purported to nominate Mr. M. Peltz as an alternate nominee for election as director to the Board at the 2023 Annual Meeting in the event that the Trian Group Nominee is unable (due to death, disability, ineligibility or otherwise) or becomes unwilling to serve as a director.

On December 15, 2022, a representative from the Trian Group sent Mr. Gutierrez a demand letter pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) requesting that the Trian Group be provided certain information regarding the Company’s shareholder base.

On December 20, 2022, Mr. Gutierrez and Mr. Schorr spoke twice regarding various matters. During their conversation, Mr. Schorr complained that Mr. Peltz had not been invited to present to the Board. Mr. Gutierrez responded that the Trian Group had not made a request to present to the Board, but now that they had he would canvass the Board to make an arrangement. Mr. Gutierrez subsequently advised Mr. Schorr that the Board would convene after the holidays for a special Board meeting on January 10, 2023, to meet with Mr. Peltz and hear his presentation.

Also on December 20, 2022, Mr. Peltz and Mr. Iger spoke. Mr. Peltz informed Mr. Iger that if he was not given a Board seat he intended to mount a proxy fight that would challenge Mr. Iger’s legacy.

On December 22, 2022, legal counsel for the Company sent a response to legal counsel for the Trian Group acknowledging receipt of the Trian Group’s demand pursuant to Section 220 of the DGCL and stating that the Company would comply with the requests in the demand letter once the Trian Group agreed to customary confidentiality and expense reimbursement arrangements.

On January 8, 2023, legal counsel for the Trian Group sent Mr. Gutierrez the materials that Mr. Peltz intended to present to the Board, which were transmitted to the Board.

On January 10, 2023, a joint meeting of the Board and the Governance and Nominating Committee was held for Mr. Peltz, Mr. M. Peltz and Ryan Bunch of the Trian Group to deliver a presentation regarding the Trian Group’s assessment of Disney. The Trian Group representatives were in Burbank at Disney’s corporate offices with Mr. Iger, Ms. McCarthy, Mr. Gutierrez and other members of the executive leadership team and the other members of the Board participated by video.

Mr. Peltz opened the presentation and reviewed his history and experience with Heinz, DuPont and Procter & Gamble, his negative view of the acquisition of 21^st Century Fox, and his overall assessment of Disney as underperforming under Mr. Iger’s leadership. Mr. M. Peltz then reviewed Disney’s financial performance under certain metrics that he asserted established Disney’s underperformance over Mr. Iger’s and the Board’s tenure. Mr. Bunch then reviewed certain corporate governance matters and provided observations on the Board’s decisions in such matters.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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At the conclusion of the session, Mr. Peltz said he did not want to fire Mr. Iger but he did want to be in the Board room. Mr. Peltz re-iterated the Trian Group’s intention to initiate a proxy contest if Mr. Peltz was not added to the Board and that he wanted the Board’s answer by the next morning. Ms. Arnold thanked the Trian Group representatives for their presentation and said that the Board would discuss the content of their presentation and the request for Mr. Peltz to be added to the Board.

Following the departure of the Trian Group representatives, the Board (including all members of the Governance and Nominating Committee) discussed their presentation as well as Mr. Peltz’s candidacy, including in executive session with and without Mr. Iger present. After Mr. Iger left the meeting, the Governance and Nominating Committee and then the Board, by unanimous vote of all directors present, determined not to recommend Mr. Peltz and to instead recommend the Company’s existing directors as nominees to be included in the Board’s slate of director nominees for the 2023 Annual Meeting (other than Ms. Arnold who was ineligible to stand for re-election to the Board).

In deciding not to recommend Mr. Peltz, the directors considered a number of factors, including that despite months of engagement, Mr. Peltz had not, and the Trian Group representatives at the meeting had not, actually presented a single strategic idea for Disney, that their assessment of Disney seemed oblivious to the secular change that had been ongoing in the media industry, as well as the impact of the pandemic on each part of the Company’s business from production, to exhibition, to leisure travel. The Board also considered that Mr. Peltz’s experience, as recounted in his own presentation, was primarily in commodity consumer packaged goods businesses and not the media or technology sector nor any other industry that is driven by creative talent or creating unique customer experiences. The Board considered the many changes Mr. Iger was implementing, Mr. Iger’s deep knowledge of the media industry and track record of having transformed Disney through the acquisitions of Pixar, Marvel and Lucasfilm, the ongoing imperative to continue to realize the benefits of the Fox acquisition, whose prospects had been delayed by the pandemic impact, and concern about disruption to Mr. Iger and the management team at a crucial juncture for the Company if Mr. Peltz were added to the Board. Among the drivers for such concern was the combination of Mr. Peltz’s lack of media or technology industry experience coupled with his repeated focus in his presentation on successful approaches from businesses like Heinz, Procter & Gamble and DuPont which have little in common with Disney. In determining to recommend the nominees in the Board’s slate, the Board considered, among other factors, the ability of the prospective nominees to represent the interests of the shareholders of the Company, the extent to which the prospective nominees contribute to the range of talent, skill and expertise appropriate for the Board and the extent to which the prospective nominees help the Board reflect the diversity of the Company’s shareholders, employees, customers and guests and the communities in which it operates.

On January 11, 2023, Ms. Arnold and Mr. Gutierrez called Mr. Peltz to thank him again for his time and that of Mr. M. Peltz and Mr. Bunch the previous day and express that although the Board did not agree with his data sets utilized to assess Disney’s financial performance or his perspective on the Company, the Board wanted to find a path for constructive engagement that would avert a proxy contest. Ms. Arnold noted that Mr. Iger had only returned to the Company as Chief Executive Officer seven weeks earlier, there were significant changes occurring at the Company and that the Board believed the management team under Mr. Iger’s leadership should be afforded time to execute and was concerned about disrupting management from the task ahead with the addition of Mr. Peltz as a director at this time. Ms. Arnold said that in the hope of reaching a compromise, the Company would be prepared to enter into an agreement with Mr. Peltz that would offer him the opportunity to receive nonpublic information and meet with management and the Board quarterly to discuss strategy and other issues so that they could establish some mutual understanding about the Company’s business and strategy. Ms. Arnold noted such an arrangement had been successful between the investment firm ValueAct and a large public company she identified to Mr. Peltz. Ms. Arnold said each party could reassess the arrangement prior to the opening of the director nomination window for the 2024 Annual Meeting, at which time the Trian Group would be free to choose instead to mount a proxy contest. There was no reference or offer of a board observer seat and the word observer was never uttered by Ms. Arnold or Mr. Gutierrez. Mr. Peltz rejected this offer and said he would not be muzzled and that the Trian Group would be proceeding to a proxy contest immediately.

On January 11, 2023, the Company issued a press release announcing receipt of the Trian Group’s nomination and the Board’s recommendation that shareholders vote for the Company’s slate of director nominees. The press release also announced that Mark Parker would succeed Ms. Arnold as Chairman of the Board following the 2023 Annual Meeting. The Trian Group also issued a press release announcing the nomination of the Trian Group Nominee to the Board.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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Corporate Governance and Board Matters

Corporate Governance Documents

The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Guidelines address, among other things, the composition and functions of the Board, Director independence, stock ownership by and compensation of Directors, management succession and review, Board leadership, Board committees and selection of new Directors.

The Company has Standards of Business Conduct, which are applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. The Board has a separate Code of Business Conduct and Ethics for Directors, which contains provisions specifically applicable to Directors.

Each standing committee of the Board is governed by a charter adopted by the Board.

The Corporate Governance Guidelines, the Standards of Business Conduct, the Code of Business Conduct and Ethics for Directors and each of the Audit, Compensation and Governance and Nominating Committee charters are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary. If the Company amends or waives the Code of Business Conduct and Ethics for Directors or the Standards of Business Conduct with respect to the principal executive officer, principal financial officer or principal accounting officer, it will post the amendment or waiver at the same location on its website.

The Board of Directors

The Board’s nominees for the Board are set forth below under the section titled “Corporate Governance and Board Matters — The Board of Directors — Director Nominees.” In fiscal 2022, the Board met 11 times and each then-serving Director attended at least 75% of the meetings of the Board and committees on which such Director served that occurred while such Director served on the Board or the committees. All then-serving Directors attended the Company’s 2022 Annual Meeting. Under the Company’s Corporate Governance Guidelines, each Director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of such Director’s duties, including by attending meetings of the shareholders of the Company and meetings of the Board and committees of which such Director is a member.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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Director Skills and Experience Matrix

Each of the Board’s Director nominees possesses core competencies that contribute to their service on the Disney board. In addition to those qualifications, our Director nominees collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives. The following table summarizes the key skills and experiences of each Director nominee that your Board considered important in its decision to nominate or re-nominate that individual to your Board. Further details about each Director nominee’s qualifications are set forth in their individual biographies.

LOGO

†	Core Competencies include each of: Executive Management Experience; Finance and Accounting; Global Business Operations; Risk Management; Business Development, Mergers and Acquisitions and Growth; and Corporate Responsibility Experience.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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SKILLS & EXPERIENCE		APPLICATION TO THE COMPANY

Executive Management Experience		The scale and complexity of the business requires the successful alignment of various teams across functions and geographies to execute on strategic initiatives

Finance and Accounting		The Company’s business is multifaceted and requires a range of financial and accounting skill sets for effective oversight, including experience as an operating executive with responsibility for all or a portion of a company’s financial reporting, experience in the financial sector or private equity or as an audit committee member for publicly traded companies, or educational background or training in accounting or finance

Global Business Operations		The Company operates across many geographies with audiences and guests from different backgrounds, requiring a deep understanding of the nuances of the international business environments

Risk Management		The Company’s scale and complexity necessitates a thoughtful and coordinated approach to risk management, including clear understanding and oversight of the various risks facing the Company

Business Development, Mergers and Acquisitions and Growth		Implementation of both organic and inorganic growth strategies, identification of acquisition and business combination targets, analyzing cultural and strategic fit and the development of strategic partnerships are instrumental to the Company’s long-term success

Corporate Responsibility Experience		The Company’s physical footprint and broad reach through its audience and guest base requires consideration of a complex and evolving set of issues including governance, human capital management, diversity, inclusion and environmental

Cybersecurity		The Company’s evolving and growing consumer base requires deep experience in technology and processes to protect the storage of information and maintain confidentiality, safeguarding the Company’s principles of privacy by design, accountability and transparency

Brand, Marketing and Retail Management		Brand awareness and brand equity is core to the Company’s ability to develop connections with audiences and guests, as is the ability to deploy effective retail and marketing strategies to support creative content

Direct-to-Consumer Expertise		As the Company continues to invest in and grow its direct-to-consumer (“DTC”) offerings and global distribution capabilities, oversight of and expertise in managing and creating new DTC products and capabilities help ensure the Company stays ahead of evolving consumer preferences

Technology and Innovation		The Company must leverage innovative technological strategies and maintain an understanding of emerging technology trends to continuously improve the guest experience and build strong connections with audiences

Diversity		The Company values representation on the Board of gender, ethnic, racial and cultural perspectives that reflect the diversity of the Company’s shareholders, employees, customers, guests and communities


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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Director Nominees


		Mary T. Barra
		Mary T. Barra

CHAIR AND CHIEF EXECUTIVE OFFICER, GENERAL MOTORS COMPANY

LOGO

Age: 61

Director since: 2017

Committees:

Compensation

Experience:

2016–Present

2014–2016

2013–2014

2011–2013

2009–2011

2008–2009

Chair and Chief Executive Officer, General Motors Company (an automotive manufacturing company)

Chief Executive Officer, General Motors Company

Executive Vice President, Global Product Development, Purchasing and Supply Chain, General Motors Company

Senior Vice President, Global Product Development, General Motors Company

Vice President, Global Human Resources, General Motors Company

Vice President, Global Manufacturing Engineering, General Motors Company

Other Public Company Directorships:

General Motors Company (2014–Present)

Former Public Company Directorships:

General Dynamics Corporation (2011–2017)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• Ms. Barra has deep experience in strategy and brand evolution through her role in driving General Motors’ transformation to electric and autonomous vehicles, which provides a critical perspective on the Board throughout the Company’s own strategic progression and embracing of technological change and shifts in consumer sentiment

• Ms. Barra’s position as Chief Executive Officer of General Motors affords her the ability to provide invaluable insight to both the leadership team and fellow Board members on long-term strategic decision making, large-scale cost rationalization and organizational restructuring and maintaining strong brand leadership

• She brings meaningful experience in human capital management and executive compensation-related matters in her role on the Company’s Compensation Committee, where she focuses on aligning incentive structures with shareholder value creation and execution of long-term strategic priorities

Other Key Skill Sets

• Overseeing and managing diverse and inclusive executive teams and a sizeable global workforce, with an emphasis on development and marketing of technology-based consumer-facing products and managing supply chain and inflationary product environments through her various executive roles at General Motors

• Governance and public policy thought leadership, understanding of worldwide consumer markets and risks facing large public companies with complex retail operations through her role as chair of the Business Roundtable


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


		Safra A. Catz
		Safra A. Catz

CHIEF EXECUTIVE OFFICER, ORACLE CORPORATION

LOGO

Age: 61

Director since: 2018

Committees:

Audit (Sitting Chair)

Experience:

2014–Present

2011–2014

2008–2011

2005–2008

2004–2005

1999–2004

Chief Executive Officer, Oracle Corporation (a computer technology corporation)

President and Chief Financial Officer, Oracle Corporation

President, Oracle Corporation

President and Chief Financial Officer, Oracle Corporation

President, Oracle Corporation

Various positions, Oracle Corporation

Other Public Company Directorships:

Oracle Corporation (2001–Present)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• Through Ms. Catz’s position as Chief Executive Officer and formerly Chief Financial Officer of Oracle Corporation, she provides invaluable insight to both the leadership team and fellow Board members on long-term strategic planning and execution and large-scale cost rationalization and organizational structure evaluation

• Ms. Catz oversaw the successful acquisition and integration of companies at Oracle, a key skill set to contribute to the Board throughout Disney’s prior acquisition strategies and future development

• Ms. Catz’s executive leadership roles at Oracle also allow her to offer impactful guidance to the Board and leadership team on the rapidly changing technological landscape that affects our businesses

• Her experience leading the financial function of a complex, global technology company strengthens her role on the Audit Committee through the extensive financial and accounting and risk management expertise she brings to the Board and committee

Other Key Skill Sets

• Cybersecurity oversight, including the protection of electronically stored data from her executive roles at Oracle

• Brand management and governance thought leadership developed through the oversight of the strategic direction of Oracle


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


		Amy L. Chang
		Amy L. Chang

FORMER EXECUTIVE VICE PRESIDENT, CISCO SYSTEMS, INC.

LOGO

Age: 46

Director since: 2021

Committees:

Governance and Nominating

Experience:

2018–2020

2013–2018

2005–2012

Executive Vice President and General Manager, Collaboration, Cisco Systems, Inc. (a networking hardware company)

Founder and Chief Executive Officer, Accompany, Inc. (a relationship intelligence platform company)

Global Head of Product, Google Ads Measurement; various additional positions, Google, Inc. (a technology company)

Other Public Company Directorships:

Procter & Gamble (2017–Present)

Former Public Company Directorships:

Marqeta, Inc. (2021–2022)

Cisco Systems, Inc. (2016–2018)

Splunk, Inc. (2015–2017)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• Ms. Chang has developed expertise across the technology sector from her time as an Executive Vice President at Cisco Systems, Inc., leading product development for Google Ads Measurement and Reporting and a founder of a digital startup

• She provides a unique viewpoint of emerging technology trends and the implementation of innovative technological business strategies that are particularly important to our Media and Entertainment Distribution business

• Ms. Chang also provides valuable perspective on talent attraction and retention for key technical roles that are vital to Disney’s content creation and digitally driven teams and an understanding of large-scale cost rationalization and analysis of organizational structure from her tenure as a public company director and an executive at Google and Cisco

Other Key Skill Sets

• Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity, gained through her tenure at Cisco

• Deep understanding of strategic planning, corporate governance, social initiatives and executive management succession planning gained through public company board leadership


		17

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


		Francis A. deSouza
		Francis A. deSouza

PRESIDENT AND CHIEF EXECUTIVE OFFICER, ILLUMINA, INC.

LOGO

Age: 52

Director since: 2018

Committees:

Audit

Experience:

2016–Present

2013–2016

2011–2013

2009–2011

Prior

President and Chief Executive Officer, Illumina, Inc. (a biotechnology company)

President, Illumina, Inc.

President, Products and Services, Symantec Corporation (a cybersecurity company)

Senior Vice President, Enterprise Security Group, Symantec Corporation

Founder of various technology businesses

Other Public Company Directorships:

Illumina, Inc. (2014–Present)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• Through his experience as Chief Executive Officer of Illumina, Inc. and prior senior leadership roles at Symantec Corporation and other technology companies, Mr. deSouza provides a deep understanding of executive management and international business operations, in addition to a strong knowledge of brand management and product development

• Mr. deSouza has unique experience with the growth and maturation of technology businesses, providing insight to the Board and leadership team on the risks and opportunities involved in the development of diverse and changing businesses and the technological developments that affect our business

• Through first-hand experience, he brings deep knowledge of overseeing business operations while incorporating public health considerations, which has served as an invaluable perspective as the Company navigates the continued challenges coming out of the COVID-19 pandemic

Other Key Skill Sets

• Cybersecurity expertise through experience at Symantec

• Knowledge of finance and accounting gained through experience in Chief Executive Officer and other leadership positions

• Oversight of strategic integration and experience with consumer awareness of corporate social responsibility practices through his leadership of and commitment to Illumina’s corporate social responsibility program


		18

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


		Carolyn N. Everson
		Carolyn N. Everson

FORMER PRESIDENT, INSTACART

LOGO

Age: 51

Director since: 2022

Committees:

Incoming Compensation member

Experience:

2022–Present

2021

2011–2021

2010–2011

2004–2010

2000–2003

Senior Adviser, Permira (a global private equity firm)

President, Instacart (a grocery retail company)

Vice President, Global Marketing Solutions, Meta Platforms, Inc. (a technology company)

Corporate Vice President, Global Advertising Sales, Strategy & Marketing, Microsoft Corporation (a technology corporation)

Various positions (most recently Chief Operating Officer and Executive Vice President, Advertising Sales), MTV Networks Company (a media entertainment company)

Various positions (including Vice President, Classifieds and Direct Response Advertising, and Vice President and General Manager, PriMedia Teen Digital Group), PriMedia, Inc. (an advertising company)

Other Public Company Directorships:

Under Armour, Inc. (2023–Present)

The Coca-Cola Company (2022–Present)

Former Public Company Directorships:

The Hertz Corporation (2013–2018)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• Ms. Everson offers strong insight to the Board and leadership team on branded, consumer-facing technology and media subject matters, informed by her experience leading marketing solutions and global sales teams at Instacart, Meta Platforms, Inc. and Microsoft Corporation

• Through her experience in global digital advertising, she provides impactful perspectives on the intersection of marketing and DTC technology, an important aspect of Disney’s strategy as we continue to expand our customer base

• Through her public company board leadership experience, Ms. Everson maintains an understanding of large-scale cost rationalization and effective organizational structure

• Ms. Everson further expands the Board’s collective skill sets through her experience in the advertising technology space and enhances its strategic oversight

Other Key Skill Sets

• Understanding of business development and executive management processes gained through leadership of strategy teams at global technology companies

• Risk management and corporate governance oversight through her public company board experience

The Company entered into a support agreement with Third Point pursuant to which the Company appointed Ms. Everson as a director and agreed to include Ms. Everson as a director nominee for the 2023 Annual Meeting and Third Point agreed to customary standstill, voting and other provisions through the 2024 Annual Meeting.


		19

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


		Michael B. G. Froman
		Michael B. G. Froman

VICE CHAIRMAN AND PRESIDENT, STRATEGIC GROWTH, MASTERCARD INCORPORATED

LOGO

Age: 60

Director since: 2018

Committees:

Governance and Nominating

Experience:

2018–Present

2013–2017

2009–2013

1999–2009

Vice Chairman and President, Strategic Growth, Mastercard Incorporated (a financial services company)

United States Trade Representative, Executive Office of the President

Assistant to the President and Deputy National Security Advisor for International Economic Policy, Executive Office of the President

Various positions (including Chief Executive Officer of CitiInsurance and Chief Operating Officer of alternative investments business), Citigroup (a financial services company)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• Mr. Froman delivers strategic insight to the Board and leadership team on complex international affairs gained from his experience as the Assistant to the President and Deputy National Security Advisor for International Economic Policy, and as the United States Trade Representative

• His roles overseeing strategic growth and leveraging technology to expand digital inclusion at Mastercard and as a Distinguished Fellow on the Council of Foreign Relations enable him to offer guidance to the Company on international markets in which we participate, factors affecting international trade and the balance of risks and opportunities in a dynamic marketplace, including digital governance issues and cybersecurity risks

• Mr. Froman’s perspective is particularly impactful given our strategic focus on innovation in changing markets and the global growth of our customer base

Other Key Skill Sets

• International trade, finance, executive and brand management and risk management gained through executive leadership roles at Citigroup

• Meaningful experience with alternative investments business and environmental and social policy implementation


		20

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


		Robert A. Iger
		Robert A. Iger

CHIEF EXECUTIVE OFFICER, THE WALT DISNEY COMPANY

LOGO

Age: 71

Director since: 2022; 2000-2021

Committees:

Executive

Experience:

2022–Present

2020–2021

2012–2020

2005–2012

2000–2005

1999–2000

1994–1999

Chief Executive Officer, The Walt Disney Company

Chairman of the Board and Executive Chairman, The Walt Disney Company

Chairman and Chief Executive Officer, The Walt Disney Company

President and Chief Executive Officer, The Walt Disney Company

President and Chief Operating Officer, The Walt Disney Company

Chairman, ABC Group; President, Walt Disney International

President and Chief Operating Officer, ABC, Inc. (a broadcasting company)

Former Public Company Directorships:

The Walt Disney Company (2000–2021)

Apple Inc. (2011–2019)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• Gained through his experience serving as Chief Executive Officer of Disney for 15 years, Mr. Iger has an unmatched knowledge of the Company and the creative content it produces, and an in-depth understanding of fostering innovation through technology and connecting to audiences in our markets around the world

• Throughout Mr. Iger’s tenure at Disney, he successfully expanded the Company’s geographic presence, identified new revenue streams and initiated the Company’s DTC efforts, expanding the scale and global reach of Disney’s storytelling and streaming services

• Mr. Iger has also furthered Disney’s rich history of storytelling through the successful landmark acquisitions and integration of Pixar, Marvel, Lucasfilm and 21^st Century Fox

• Mr. Iger carried the same level of dedication into his role as Executive Chairman, where he oversaw Disney’s creative endeavors, providing audiences with engaging stories and compelling characters, and as a consultant to the Board and leadership team throughout 2022

• His detailed understanding of all facets of the Company, prior experience leading Disney through various market conditions and implementing successful strategic shifts throughout his career have uniquely positioned Mr. Iger to serve as Chief Executive Officer of Disney and a member of the Board of Directors at this time

Other Key Skill Sets

• Knowledge of finance and accounting and operational expertise gained through experience in Chief Executive Officer and other leadership positions

• Deep understanding of risk management and corporate governance and social initiatives gained through his public company board experience

The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected.


		21

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


		Maria Elena Lagomasino
		Maria Elena Lagomasino

CHIEF EXECUTIVE OFFICER AND MANAGING PARTNER, WE FAMILY OFFICES

LOGO

Age: 73

Director since: 2015

Committees:

Governance and

Nominating;

Compensation

(Chair)

Experience:

2013–Present

2005–2012

2001–2005

1983–2001

Chief Executive Officer and Managing Partner, WE Family Offices (a wealth management company and registered investment advisor)

Chief Executive Officer, GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc. (a bank holding company)

Chairman and Chief Executive Officer, JP Morgan Private Bank, a division of JP Morgan Chase & Co. (an investment banking company)

Various positions (most recently Managing Director, Global Private Banking Group), The Chase Manhattan Bank (a consumer banking company)

Other Public Company Directorships:

The Coca-Cola Company (2008–Present)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• As the founder of the Institute for the Fiduciary Standard and advisory board member of the Millstein Center for Global Markets and Corporate Ownership, Ms. Lagomasino is an expert in the field of governance and social thought leadership

• As an executive leader in private banking industries and as a member of the Council on Foreign Relations, she has deep wealth management, investment and fiduciary expertise and extensive experience in leading complex organizations and evaluating businesses in a variety of industries with varying size and complexities

• She brings meaningful experience in executive compensation-related matters from her role as Chair of the Company’s Compensation Committee, where she focuses on overseeing the alignment of incentive structures with shareholder value creation and execution of long-term strategic priorities

• Significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards

Other Key Skill Sets

• Extensive experience across domestic and international finance, investment and capital markets through her roles at WE Family Offices and JP Morgan


		22

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


		Calvin R. McDonald
		Calvin R. McDonald

CHIEF EXECUTIVE OFFICER, LULULEMON ATHLETICA INC.

LOGO

Age: 51

Director since: 2021

Committees:

Compensation

Experience:

2018–Present

2013–2018

2011–2013

Chief Executive Officer, lululemon athletica inc. (an athletic apparel company)

President and Chief Executive Officer, Sephora Americas, a division of the LVMH group of luxury brands

President and Chief Executive Officer, Sears Canada (a department store company)

Other Public Company Directorships:

lululemon athletica inc. (2018–Present)

Former Public Company Directorships:

Sephora Americas (2013–2018)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• Mr. McDonald has over 25 years of retail and brand building experience, bringing powerful insight to the Board on integrating customer experience across multiple channels

• As Chief Executive Officer of lululemon athletica, he has led the company in innovating integrated guest experiences and offers valuable perspective on the growth, development and guest innovation of an international consumer business that is particularly relevant to Disney’s leadership team

• Mr. McDonald is responsible for the growth, development and consumer product operations of lululemon athletica, including overseeing the company’s incorporation and expansion of a DTC offering and creative product design, providing him a fundamental understanding of consumer strategies that support and accelerate customer engagement

Other Key Skill Sets

• Deep understanding of management, leadership and executive management from his experience at lululemon athletica

• Strong knowledge of finance and accounting, risk management and corporate governance and social initiatives gained through his role as a public company chief executive officer


		23

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


		Mark G. Parker
		Mark G. Parker

EXECUTIVE CHAIRMAN, NIKE, INC.

LOGO

Age: 67

Director since: 2016

Committees:

Compensation; Incoming Executive Committee Chair; Incoming Governance and Nominating Chair

Experience:

2020–Present

2006–2020

1979–2006

Executive Chairman, NIKE, Inc. (a footwear and apparel company)

President and Chief Executive Officer, NIKE, Inc.

Various positions (including product research, design and development, marketing and brand management), NIKE, Inc.

Other Public Company Directorships:

NIKE, Inc. (2006–Present)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• As the former President and Chief Executive Officer of NIKE, Mr. Parker has overseen and managed the growth of a complex, global organization, and has experience exercising cost discipline and oversight of organizational structure, as well as executive management succession planning, bringing a valuable perspective to fellow directors and the broader leadership team

• Through this experience, Mr. Parker brings first-hand knowledge of workforce and human capital management including managing creative talent and compensation, a critical skill set for Disney’s Board given our continued focus on human capital management oversight

• Mr. Parker offers a unique insight to the Company regarding the design, production, marketing and distribution of consumer products and managing a major international consumer brand through various market evolutions over a more than 40-year time period

Other Key Skill Sets

• Financial and executive management and risk management background gained through roles as President and Chief Executive Officer, as well as Executive Chairman of NIKE

• Experience in integrating environmental and social practices into corporate strategy through his leadership at NIKE as the company integrated sustainable innovation into product development and manufacturing


		24

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


		Derica W. Rice
		Derica W. Rice

FORMER EXECUTIVE VICE PRESIDENT, CVS HEALTH CORPORATION

LOGO

Age: 57

Director since: 2019

Committees:

Audit (Incoming Chair)

Experience:

2018–2020

2006–2017

2003–2006

1990–2005

Executive Vice President, CVS Health Corporation (a pharmacy company)

President, CVS Caremark, the pharmacy benefits management business of CVS Health Corporation

Chief Financial Officer and Executive Vice President of Global Services, Eli Lilly and Company (a pharmaceutical company)

Vice President and Controller, Eli Lilly and Company

Various Executive Positions, Eli Lilly and Company

Other Public Company Directorships:

The Carlyle Group Inc. (2021–Present)

Bristol-Myers Squibb Company (2020–Present)

Target Corporation (2007–2018); (2020–Present)

Notable Experience Aligned with Disney’s Strategy and Key Board Contributions

• Mr. Rice offers deep experience on the alignment of financial and strategic objectives and an understanding of cost discipline and effective organizational structure, a primary focus of the Company’s Board and management team particularly throughout Disney’s strategic evolution, through his experience in key financial and operational roles at global companies, including as Chief Financial Officer of Eli Lilly for more than a decade

• His strong knowledge of large brand-focused organizations gained through experience leading the pharmacy benefits management business of CVS Health and as Chief Financial Officer of Eli Lilly has been a valuable addition to the Board

• Mr. Rice provides expertise in financial oversight and accounting through his financial executive experience, as well his experience as an audit committee member of public companies, enhancing Disney’s Audit Committee oversight of risks that may arise out of financial planning and reporting, internal controls and information technology

Other Key Skill Sets

• Strong understanding of broader risk management oversight and complex, global business operations through senior operation roles at CVS and Eli Lilly

• Deep understanding of strategic planning, corporate governance and social initiatives through service on other public company boards


		25

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information

Board Leadership

We believe that having an independent Chairman promotes a greater role for the independent directors in the oversight of the Company, including oversight of material risks facing the Company, encourages active participation by the independent directors in the work of the Board of Directors, enhances the Board of Directors’ role of representing shareholders’ interests and improves the Board of Directors’ ability to supervise and evaluate our Chief Executive Officer and other executive officers.

Effective December 31, 2021, Susan Arnold was appointed Chairman of the Board. Ms. Arnold is an independent Director and has a wealth of leadership experience and deep understanding of the Board from her experience as independent Lead Director of the Board from 2018 to 2021 and serving as a Director of the Board since 2007. The Board no longer has a Lead Director, given that the Chairman is now an independent Director. The duties of the Chairman are substantially similar to those of the independent Lead Director which are set forth in the Corporate Governance Guidelines. From October 2021 through December 2021, Mr. Iger served as Chairman of the Board.

Immediately following the 2023 Annual Meeting, at which Ms. Arnold is not standing for re-election to the Board, the Board intends to appoint Mark Parker as Chairman of the Board. Ms. Arnold worked closely with Mr. Parker in transitioning the role of Chairman, as part of the Board’s leadership succession planning. Mr. Parker is an independent Director. In determining to appoint Mr. Parker as Chairman, the Board considered Mr. Parker’s seven years of experience on the Board of the Company; four decades of experience at a Fortune 100 consumer-facing company, including as executive chairman and as chairman, president and chief executive officer; successful history navigating chief executive officer succession; deep understanding of the dynamic operating environment currently facing international, consumer-facing companies with significant brand recognition; and compelling, productive leadership style.

Committees

The Board has four standing committees: Audit, Governance and Nominating, Compensation and Executive.


Audit Committee

Safra A. Catz (Sitting Chair) Francis A. deSouza Derica W. Rice (Incoming Chair)		The Audit Committee is responsible for, among other things, overseeing the Company’s financial statements, internal controls and audit, compliance with legal and regulatory requirements and independent auditor. The Committee also has oversight of cybersecurity and data security risks and mitigation strategies. The Committee also reviews the Company’s policies and practices with respect to risk assessment and risk management. For more information on the functions of the Committee, see the section titled “Audit-Related Matters — Audit Committee Report.” The Committee met 9 times during fiscal 2022. 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. The Board has determined that all members of the Committee, Ms. Catz, Mr. deSouza and Mr. Rice, are qualified as audit committee financial experts 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, who served on the Committee through January 10, 2022, is financially literate within the meaning of the listing standards of the New York Stock Exchange. The Board has determined that Mr. Rice’s simultaneous service on the audit committees of more than three public companies will not impair his ability to effectively serve on the Committee. Following the 2023 Annual Meeting, the Board intends to appoint Mr. Rice as the Chair of the Committee. Ms. Catz will remain as a member of the Committee.


		26

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

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Background

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Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information


Governance and Nominating Committee

Susan E. Arnold (Sitting Chair) Amy L. Chang Michael B.G. Froman Maria Elena Lagomasino		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, executive officers, 5% or greater shareholders and their respective 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, 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, as well as the procedures and controls related to political contributions. The Committee has oversight of environmental, social and governance reporting, including with respect to environmental and sustainability policies and initiatives to address climate change risks, lobbying and political strategy and human rights policies. The Committee met 4 times during fiscal 2022. 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. Following the 2023 Annual Meeting, the Board intends to appoint Mr. Parker to the Committee to serve as Chair.

Compensation Committee

Mary T. Barra Maria Elena Lagomasino (Chair) Calvin R. McDonald Mark G. Parker		The Compensation Committee is responsible for the review and approval of 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 delegated to the Committee the responsibility for approving these arrangements. The Committee has oversight of workforce equity matters, including diversity, equity and inclusion initiatives and results; employee engagement and employee surveys; and risks associated with the Company’s compensation policies and practices. The Committee has authority to delegate specific tasks to a standing or ad hoc subcommittee if it contains at least the minimum number of directors necessary to meet any regulatory requirements. Additional information on the roles and responsibilities of the Committee is provided under the heading “Executive Compensation — Compensation Discussion and Analysis” below. The Committee met 7 times in fiscal 2022. 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. Following the 2023 Annual Meeting, the Board intends to appoint Ms. Everson to the Committee and Mr. Parker will step down from the Committee.

Executive Committee

Susan E. Arnold (Sitting 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 2022 the Executive Committee held no meetings. Each of Mr. Iger and Robert A. Chapek, the Company’s former Chief Executive Officer, served on the Committee for a portion of fiscal 2022. Mr. Iger currently serves on the Committee. Following the 2023 Annual Meeting, the Board intends to appoint Mr. Parker to the Committee to serve as Chair.


		27

		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

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Background

to the

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Corporate

Governance

and Board

Matters

Director

Compensation

Executive

Compensation

Audit-Related

Matters

Items to Be

Voted On

Information

About Voting

Certain

Relationships and

Related Person

Transactions

Other

Information

The Board’s Role in Risk Oversight

As noted in the Company’s Corporate Governance Guidelines, the Board, acting directly or through committees, is responsible for “assessing major risk factors relating to the Company and its performance” and “reviewing measures to address and mitigate such risks.” In discharging this responsibility, the Board, either directly or through committees, assesses both (a) risks that relate to the key economic and market assumptions that inform the Company’s business plans (including significant transactions) and growth strategies and (b) significant operational risks related to the conduct of the Company’s day-to-day operations including risks across a range of timeframes. The Company and the Board consult with relevant external advisors as appropriate.

Risks relating to the market and economic assumptions that inform the Company’s business plans and growth strategies are specifically addressed with respect to each segment in connection with the Board’s review of the Company’s long-range plan. The Board also has the opportunity to address such risks at each Board meeting with management in connection with its regular review of significant and emerging risks, including business and financial developments. The Board reviews risks arising out of specific significant transactions when these transactions are presented to the Board for review or approval. The Company also incorporates ongoing education regarding the Company’s businesses and Directors’ duties in the Board and committee meetings.

Significant operational risks that relate to ongoing business operations are the subject of regularly scheduled reports to either the full Board or one of its committees. The Audit Committee oversees general and compliance risks. The Board acting through the Audit Committee reviews as appropriate whether these reports cover the significant risks that the Company may then be facing.

Each of the Board’s committees addresses risks that fall within the committee’s areas of responsibility:

•

The Audit Committee addresses general risks and annually reviews the Company’s policies and practices with respect to risk assessment and risk management with the General Counsel. In addition, the Audit Committee addresses risks arising out of financial planning and reporting, internal controls and information technology. The Audit Committee reserves time at each meeting for private sessions with the Chief Financial Officer, General Counsel, head of the internal audit department and outside auditors.

•

The Compensation Committee addresses risks arising out of the Company’s executive compensation policies and practices, as described in more detail in the section titled “Executive Compensation — Other Compensation Information — Risk Management Considerations,” and workforce equity, including diversity, equity and inclusion initiatives and results; employee engagement; and employee surveys.

•

The Governance and Nominating Committee addresses risks arising out of corporate governance, director compensation, investor engagement and environmental, social and governance programs and reporting, including with respect to environmental and sustainability policies and initiatives to address climate change risks. In addition, the Governance and Nominating Committee oversees the Company’s human rights policies and lobbying and political strategy, including political contributions. The Governance and Nominating Committee annually reviews domestic political contribution activity, as well as the procedures and controls related to political contributions.

The operational risks periodically reviewed by committees are also reviewed by the entire Board when a committee or the Board determines this is appropriate.

The Board and Audit Committee receive reports on information technology risks, including cybersecurity and data security risks. Day-to-day management of data security is currently the responsibility of our Senior Vice President, Global Information Security and Chief Information Security Officer, who works in close collaboration with and reports directly to our Executive Vice President, Enterprise Technology & Chief Information Officer. Both individuals hold senior executive positions and our Chief Information Officer reports directly to our Chief Financial Officer. Day-to-day management of our data privacy policies is currently overseen by our Senior Vice President, Global Public Policy, who reports directly to our General Counsel. The Audit Committee reviews cybersecurity and data security risks and mitigation strategies with the Chief Information Officer at least annually. The Chief Information Officer reviewed cybersecurity and data security risks with the Audit Committee and Board 3 times in fiscal 2022. In December 2021, the Board memorialized the Audit Committee’s oversight of cybersecurity and data security risks in the Audit Committee’s charter.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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The independent Chairman promotes effective communication and consideration of matters presenting significant risks to the Company through the Chairman’s role in developing the Board’s meeting agendas, advising committee chairs, chairing meetings of the Board and facilitating communications between independent Directors and the Chief Executive Officer.

Management Succession Planning

In light of the recent management changes, the Board has intensified its focus and adjusted its approach to management succession planning, which is reflected in its January 2023 appointment of a special Succession Planning Committee to advise the Board. Mr. Parker serves as Chair and Ms. Barra, Mr. deSouza and Mr. McDonald serve as members of the Succession Planning Committee. The Succession Planning Committee’s duties include development of a timeline for the CEO search process; review and interview of internal and external candidates; and meeting with, directing and receiving reports from advisors, including a search firm, regarding CEO candidates. The Succession Planning Committee will report to the full Board at every regularly scheduled Board meeting and the full Board continues to have sole discretion to make determinations regarding CEO succession. 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. In addition, in fiscal 2023, the Board will reserve time at every regularly scheduled Board meeting to meet in executive session with Mr. Iger present and without Mr. Iger present, during which it will discuss Chief Executive Officer succession.

The Board also discusses management succession with the Chief Executive Officer present at least once each year and more often as circumstances warrant, as was the case during fiscal 2022. In the course of these discussions, the Board identifies and evaluates potential candidates and advises the Chief Executive Officer of the exposure these candidates should receive to maximize the ability of the Board to evaluate the candidates’ qualifications. The Board evaluates and advises on the experience the candidates should gain to develop their ability to succeed.

There have been a number of management changes in fiscal 2022 and following year end, designed to address specific management needs identified by the Board. These included the termination of the employment of Geoff Morrell as Chief Corporate Affairs Officer, and the appointments of Horacio Gutierrez as Senior Executive Vice President and General Counsel and Kristina Schake as Senior Executive Vice President and Chief Communications Officer. On November 20, 2022, the Board appointed Bob Iger as Chief Executive Officer with an agreement to return to the Company for two years in this role, with a dual mandate from the Board for his two-year term to rebalance investment with return opportunity while retaining the focus on the creative talent that defines Disney and to assist the Board in ongoing leadership succession planning. Bob Chapek, who led the Company as CEO through the unprecedented challenges of the pandemic, ceased employment with the Company on that date.

Director Selection Process

Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions. Applying these criteria, the Committee considers candidates for Board membership suggested by Committee members, other Board members, management and shareholders. The Committee retains third-party executive search firms to identify and review candidates, including to generate candidate pools consistent with the criteria below, upon request of the Committee from time to time.

Once the Committee has identified a prospective nominee — including prospective nominees recommended by shareholders — it determines whether to conduct a full evaluation. The Committee may request the third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings. The Committee then evaluates the prospective nominee against the specific criteria that it has established for the position, as well as the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including but not limited to:

•

the ability of the prospective nominee to represent the interests of the shareholders of the Company;

•

the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; and

•

the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s shareholders, employees, customers and guests and the communities in which it operates.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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After completing this evaluation and an interview, the Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new director after considering the Committee’s report.

In selecting director nominees, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. For more information on the key skills and experiences that the Board considers important in selecting director nominees, see the section titled “The Board of Directors.” The current nominees’ qualifications set forth in their individual biographies under the section titled “Director Nominees” sets out how each of the current nominees contributes to the mix of experience and qualifications the Board seeks. The Board also considers the tenure policy under the Corporate Governance Guidelines, pursuant to which the Board will not nominate for re-election any non-management Director that completed fifteen years of service as a member of the Board on or prior to the date of election or any Director that turned 75 years of age of older in the calendar year preceding the related annual meeting, in each case, unless the Board concludes that such Director’s continuing service would better serve the best interests of the shareholders.

In making its recommendations with respect to the nomination for election or re-election of existing Directors at the annual shareholders meeting, the Committee assesses the composition of the Board at the time and considers the extent to which the Board continues to reflect the criteria set forth above.

During fiscal 2023, the Board appointed two new directors: Carolyn Everson and Bob Iger. Ms. Everson was recommended by non-management directors, a third-party search firm and a shareholder. In connection with Ms. Everson’s appointment, the Company entered into a support agreement with Third Point pursuant to which the Company appointed Ms. Everson as a director and agreed to include Ms. Everson as a director nominee for the 2023 Annual Meeting and Third Point agreed to customary standstill, voting and other provisions through the 2024 Annual Meeting. Mr. Iger was recommended by non-management directors. The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected.

A shareholder who wishes to recommend a prospective nominee for the Board should notify the Company’s Secretary or any member of the Governance and Nominating Committee in writing with whatever supporting material the shareholder considers appropriate. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Company’s Bylaws relating to shareholder nominations as described in the section “Other Information — Shareholder Communications” below.

Director Independence

The provisions of the Company’s Corporate Governance Guidelines regarding Director independence meet and, in some respects, exceed the listing standards of the New York Stock Exchange. The Corporate Governance Guidelines are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary.

Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of Director independence in November 2022. During this review, the Board considered transactions and relationships between the Company and its subsidiaries and affiliates on the one hand, and on the other hand, Directors, immediate family members of Directors or entities of which a Director or an immediate family member is an executive officer, general partner or significant equity holder. The Board also considered whether there were any transactions or relationships between any of these persons or entities and the Company’s executive officers or their affiliates. As provided in the Corporate Governance Guidelines, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.

As a result of this review, the Board affirmatively determined that all of the Directors serving in fiscal 2022 or nominated for election at the 2023 Annual Meeting are independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines, with the exception of Mr. Iger and Mr. Chapek, neither of which is considered independent because of employment as a senior executive of the Company. Additionally, Mr. Chapek’s son provided producer services to the Company in fiscal 2022, as discussed under the section titled “Certain Relationships and Related Person Transactions” below.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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In determining the independence of each Director, the Board considered and deemed immaterial to the Directors’ independence transactions involving the sale of products and services in the ordinary course of business between the Company on the one hand, and on the other, companies or organizations at which some of our Directors or their immediate family members were officers or employees during fiscal 2022. In each case, the amount paid to or received from these companies or organizations in each of the last three years was below the 2% of total revenue threshold in the Corporate Governance Guidelines. The Board determined that none of the relationships it considered impaired the independence of the Directors.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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Director Compensation

Fiscal 2022

The elements of annual Director compensation for fiscal 2022 were as follows:



Annual Board retainer	$	115,000

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

Annual Governance and Nominating Committee chair retainer²	$	20,000

Annual Compensation Committee chair retainer²	$	25,000

Annual Audit Committee chair retainer²	$	27,500

Annual deferred stock unit grant	$	240,000

Annual retainer for independent Chairman³	$	145,000

¹	Per committee.

²	This is in addition to the annual committee retainer the Director receives for serving on the committee.

³	This is in addition to the annual Board retainer, committee fees and the annual deferred stock unit grant and at least 50% must be paid in stock.

To encourage Directors to experience the Company’s products, services and entertainment offerings personally, each non-employee Director may receive Company products and services up to a maximum of $15,000 in fair market value per calendar year plus reimbursement of associated tax liabilities. Each first-year non-employee Director may receive Company products and services up to a maximum of $25,000 in fair market value plus reimbursement of associated tax liabilities for one year following their respective start date. After the first anniversary of their start date, such first-year non-employee Directors will have an additional allowance of $15,000 prorated for the balance of the remaining calendar year. Directors’ spouses, children and grandchildren may also participate in this benefit within each Director’s limit.

Family members of Directors may accompany Directors traveling on Company aircraft for business purposes on a space-available basis.

Directors participate in the Company’s employee gift matching program on the same terms as senior executives. Under this program, the Company matches contributions of up to $20,000 per calendar year per Director to charitable and educational institutions meeting the Company’s criteria. Beginning in calendar 2022, the Board amended the Directors’ participation in the Company’s employee gift matching program to decrease the maximum amount of contributions matched by the Company from $50,000 to $20,000 per calendar year.

Directors who are also employees of the Company receive no additional compensation for service as a Director.

Under the Company’s Corporate Governance Guidelines, non-employee Director compensation is determined annually by the Board acting on the recommendation of the Governance and Nominating Committee. In formulating its recommendation, the Governance and Nominating Committee receives input from the third-party compensation consultant retained by the Compensation Committee regarding market practices for Director compensation.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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Director Compensation for Fiscal 2022

The following table sets forth compensation earned during fiscal 2022 by each person who served as a non-employee Director during the year.



	FEES EARNED OR PAID IN CASH		STOCK AWARDS		ALL OTHER COMPENSATION		TOTAL

Susan E. Arnold	$	214,327	$	289,953		$67,701	$	571,981

Mary T. Barra		125,000		236,657		—		361,657

Safra A. Catz		152,486		236,657		50,000		439,143

Amy L. Chang		125,000		236,657		41,520		403,177

Francis A. deSouza		125,000		236,657		5,296		366,953

Michael B.G. Froman		125,000		236,657		71,968		433,625

Maria Elena Lagomasino		159,973		236,657		100		396,730

Calvin R. McDonald		125,000		236,657		—		361,657

Mark G. Parker		125,000		236,657		—		361,657

Derica W. Rice		125,000		236,657		70,000		431,657

Fees Earned or Paid in Cash.“Fees Earned or Paid in Cash” includes the annual Board retainer and annual committee and committee-chair retainers, whether paid currently or deferred by the Director to be paid in cash or shares after service ends. Directors are permitted to elect each year to receive all or part of their retainers in Disney stock and, whether paid in cash or stock, to defer all or part of their retainers until after service as a Director ends. Directors who elect to receive deferred compensation in cash receive a credit each quarter and the balance in their deferred cash account earns interest at an annual rate equal to 120% of the Applicable Long-Term Federal Interest Rate, as determined from time to time by the United States Internal Revenue Service. For fiscal 2022, the average interest rate was 3.67%.

The following table sets forth the form of fees received by each Director who elected to receive any portion of the compensation in a form other than currently paid cash. The number of stock units awarded is equal to the dollar amount of fees accruing each quarter divided by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of Company common stock on each day in the ten-day period. Stock units distributed currently were accumulated throughout the year and distributed as shares following December 31, 2022.



	CASH				STOCK UNITS

	PAID CURRENTLY		DEFERRED		VALUE DISTRIBUTED CURRENTLY		VALUE DEFERRED		NUMBER OF UNITS

Mary T. Barra		—		—		—		$125,000		1,065

Safra A. Catz		—		—		$152,486		—		1,300

Francis A. deSouza		—		—		125,000		—		1,065

Michael B.G. Froman		—		—		125,000		—		1,065

Maria Elena Lagomasino		—		—		—		159,973		1,364

Calvin R. McDonald		—		—		125,000		—		1,065

Mark G. Parker		—		—		—		125,000		1,065

Derica W. Rice		—		—		—		125,000		1,065


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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Stock Awards. “Stock Awards” sets forth the market value of the deferred stock unit grants to Directors and the amount reported is equal to the market value of the Company’s common stock on the date of the award times the number of shares underlying the units. Units are awarded at the end of each quarter and the number of units is determined by dividing the amount payable with respect to the quarter by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of the Company common stock on each day in the ten-day period. Each Director other than Ms. Arnold was awarded 2,044 units in fiscal 2022. Ms. Arnold was awarded 2,544 units in fiscal 2022 due to the annual retainer for independent Chairman.

Unless a Director elects to defer receipt of shares until after the Director’s service ends, shares with respect to annual deferred stock unit grants are normally distributed to the Director on the second anniversary of the award date, whether or not the Director is still a Director on the date of distribution.

At the end of any quarter in which dividends are distributed to shareholders, Directors receive additional stock units with a value (based on the average of the high and low trading prices of the Company common stock averaged over the last ten trading days of the quarter) equal to the amount of dividends they would have received on all stock units held by them at the end of the prior quarter. Shares with respect to these additional units are distributed when the underlying units are distributed. Units awarded in respect of dividends are included in the fair value of the stock units when the units are initially awarded and therefore are not included in the tables above, but they are included in the total units held at the end of the fiscal year in the table below.

The following table sets forth all stock units held by each non-management Director serving during fiscal 2022, as of the end of fiscal 2022. All stock units are fully vested when granted, but shares are distributed with respect to the units only later, as described above. Stock units in this table are included in the stock ownership table in the section of this proxy statement titled “Other Information — Stock Ownership” except to the extent they may have been distributed as shares and sold prior to the date of the stock ownership table.



	STOCK UNITS

Susan E. Arnold		25,646

Mary T. Barra		13,043

Safra A. Catz		4,157

Amy L. Chang		2,417

Francis A. deSouza		5,891

Michael B.G. Froman		3,968

Maria Elena Lagomasino		19,333

Calvin R. McDonald		3,278

Mark G. Parker		17,763

Derica W. Rice		8,533

The Company’s Corporate Governance Guidelines encourage Directors to own or acquire within three years of first becoming a Director, shares of Company common stock (including stock units received as Director compensation) having a market value of at least five times the amount of the annual Board retainer for the Director. Unless the Board exempts a Director, each Director is also required to retain stock representing no less than 50% of the after-tax value of exercised options and shares received upon distribution of deferred stock units until such Director meets the stock holding guideline described above.

Based on the holdings of units and shares on January 23, 2023, each currently serving Director complied with the minimum holding requirement on that date, except for Ms. Chang, Ms. Everson and Mr. McDonald, who have each served on the Board for less than three years.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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All Other Compensation. “All Other Compensation” includes:

•

Reimbursement of tax liabilities associated with the product familiarization benefits. The value of the product familiarization benefits themselves and travel benefits are not included in the table as permitted by SEC rules because the aggregate incremental cost to the Company of providing these benefits did not exceed $10,000 for any Director. The reimbursement of associated tax liabilities was $1,475 for Ms. Arnold, $6,520 for Ms. Chang, $5,296 for Mr. deSouza, $16,968 for Mr. Froman and $100 for Ms. Lagomasino.

•

Interest earned on deferred cash compensation, which was less than $10,000 for each Director.

•

The matching charitable contribution of the Company, which was $25,000 for Ms. Arnold, $50,000 for Ms. Catz, $35,000 for Ms. Chang, $55,000 for Mr. Froman and $70,000 for Mr. Rice. Matched amounts exceed $20,000 in a fiscal year if contributions for separate calendar years are made in the same fiscal year or if there were delays in processing earlier year matches and due to the change in maximum amount of contributions matched by the Company in calendar 2022.

•

In fiscal 2022, the Company reimbursed security charges to Ms. Arnold totaling $32,985 for equipment and security services.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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Executive Compensation

Letter from the Compensation Committee

Dear Fellow Shareholders,

Our fiscal 2022 executive compensation program, described in the section titled “Compensation Discussion and Analysis” that follows, was structured to align compensation with management’s execution of the Company’s most important financial and strategic goals. Our Committee’s long-standing philosophy is that our executive compensation program should be heavily weighted towards variable and at-risk compensation to ensure that management’s pay is directly tied to key results and shareholder value creation.

Our shareholders continue to express strong support for our compensation philosophy and programs through their feedback to the Board and management team, which serves as a key input in our Committee’s deliberations and decisions. We were pleased with shareholders’ strong support for the executive compensation program, which was supported by approximately 85% of the votes cast at the 2022 Annual Meeting and remain committed to seeking input from shareholders as we continue to evaluate the program’s structure and disclosures. Following our 2022 Annual Meeting, we conducted extensive outreach to our investors with our Compensation Committee Chair leading some conversations. Investors communicated their continued focus on the alignment of pay with performance and the use of metrics that are aligned with our strategic objectives.

Throughout fiscal 2022, the Company’s management team continued to drive forward Disney’s strategy and execute on key objectives, while stewarding our long-standing history of unparalleled storytelling amidst a shifting consumer market and volatile macroeconomic conditions.

For fiscal 2022, we continued our multi-year track record of making changes to our executive compensation program responsive to shareholder feedback, including increasing the level of relative TSR performance required to achieve target payouts under our performance-based restricted stock units (“PBUs”) plan and by increasing the weighting of PBUs to 50% of the overall long-term incentive grant value for all NEOs. For fiscal 2023, the Committee increased the CEO’s weighting on PBUs to 60% of the total long-term incentive value and returned to using full three-year goals for the ROIC metric in our PBU plan for other NEOs, as noted below. These changes further enhance the rigor of the program’s structure and strengthen pay and performance alignment.

For more information on feedback from our investors and our continued responsive actions, see the section of the proxy statement titled “Proxy Summary — Shareholder Engagement and Responsiveness.”

As previously described in the proxy statement, the Board appointed Bob Iger as Chief Executive Officer in November. In determining Mr. Iger’s compensation associated with the appointment, the Committee took into account the feedback received from our shareholders throughout our continued engagement efforts. The Committee believes Mr. Iger’s compensation is appropriately aligned with shareholder value creation with 96% of his total target compensation being variable or at risk based on Company and stock price performance. As previously mentioned, the Committee increased the weighting of the PBUs to 60% of the overall long-term incentive grant value, with the remaining 40% granted as stock options, for Mr. Iger.

We look forward to continuing to work with the full Board of Directors and executive team in overseeing and executing on our strategic priorities. We will continue to be responsive to our investors as we seek to maintain a highly performance-based executive compensation program that drives long-term value creation for our shareholders.

Sincerely,

Maria Elena Lagomasino (Chair)

Mary T. Barra

Calvin R. McDonald

Mark G. Parker


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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Compensation Discussion and Analysis

Fiscal 2022 Performance Highlights

As described in more detail under “Executive Compensation — Compensation Discussion and Analysis — Individual Compensation Decisions” below, our named executive officers (“NEOs”) who remain with the Company showed strong performance and leadership both in managing the Company and in driving a transformation of our businesses, building long-term value. In fiscal 2022, we continued to see strong demand and growth across our businesses and execute on our long-term strategy. Our content, across our unmatched collection of brands, formats and distribution platforms, continues to meaningfully resonate with audiences around the world and fuel our portfolio of businesses. We continue to invest in our Media and Entertainment Distribution businesses, ending the fiscal year with over 235 million total DTC subscriptions, preparing to launch the advertising-based tier of Disney+ and generating nearly $3.5 billion at the global box office. At our Parks, Experiences and Products business, we are beyond pleased with our recovery coming out of the pandemic, launching several new attractions and experiences, resulting in the segment’s largest full year revenue, operating income and margin. See “Proxy Summary — Fiscal 2022 Overview” above for discussion of our fiscal 2022 performance highlights.

While our share price performance was in line with many Media Industry peers this past year, fiscal 2022 share price performance was challenging for the Company. As we look forward, our leadership team remains focused on building long-term value for our shareholders, and our Compensation Committee remains committed to an executive compensation program that motivates executives to achieve these goals and aligns pay outcomes with Company performance.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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FISCAL 2022 COMPENSATION PRACTICES

Executive Compensation Objectives and Methods: We maintain an integrated approach to attract and retain high-caliber executives in a competitive market for talent, while adhering to key corporate governance best practices summarized below.



Shareholder engagement and responsiveness		Independent members of the Board and Investor Relations regularly engage in investor outreach. See “Proxy Summary — Shareholder Engagement and Responsiveness” above for a summary of actions taken in response to shareholder feedback. With regard to executive compensation, the Compensation Committee has addressed shareholder feedback and made changes to compensation for fiscal 2022, including: • Utilized the structure of 50% of the CEO’s fiscal 2022 equity award as PBUs, in response to feedback to prioritize pay for performance. • Increased PBUs from 30% to 50% of the overall long-term incentive grant value for the NEOs other than the CEO. • Increased the rigor of the TSR portion of PBUs by increasing target performance to the 55^th percentile of the S&P 500 companies from the 50th percentile for prior awards, with maximum payout at 200% of target. • For the fiscal 2022 annual bonus plan, significantly increased the required revenue and operating income amounts to achieve target-level payouts year-over-year.

Incentive plan non-financial metrics		Fiscal 2022 bonus plan maintains incorporation of diversity and inclusion (e.g., representation, retention and content), which has the highest weighting among a limited number of focused non-financial metrics.

Equity retention guidelines		NEOs must hold a meaningful amount of the Company’s stock. The CEO must hold equity valued at five times his salary within five years of becoming CEO, while other NEOs must hold equity valued at three times their salary within five years of becoming an executive officer.

Compensation at risk		A majority of NEO compensation is tied to either short- or long-term Company performance. For Mr. Chapek in fiscal 2022, 90% of his total target compensation was tied to financial performance, contributions towards organization goals, equity compensation or stock price performance. This includes 50% of his annual equity grant awarded in PBUs.

Annual risk assessment		Each year, the Compensation Committee’s compensation consultant completes a risk assessment of the Company’s compensation programs. Based on this assessment for fiscal 2022, the Compensation Committee determined that risks arising from the Company’s policies and practices are not reasonably likely to have a material adverse effect on the Company.

Clawback policy		The Board may recover or cancel any bonus or incentive payments in cases where an executive’s misconduct results in either financial or reputational harm.

Disallow hedging and pledging		Board members, NEOs and all other Section 16 filers are prohibited from hedging and pledging the Company’s securities.

No option re-pricing or cash buyouts		The Company does not allow re-pricing or cash buyouts of underwater stock options without shareholder approval.

No excise tax gross-ups		The Company does not provide excise tax gross-ups.

Independent compensation consultant		The Compensation Committee has retained a compensation consultant whose relationship with the Company was confirmed to be independent for fiscal 2022.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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CHANGES FOR FISCAL 2023

After fiscal year 2022, on November 20, 2022, the Company exercised its right to involuntarily terminate Mr. Chapek’s employment. For details of his separation, please see the section titled “Executive Compensation — Compensation Tables — Potential Payments and Rights on Termination or Change in Control” below.



On November 20, 2022, the Company entered into an employment agreement with Mr. Iger and he was appointed as CEO. In connection with the agreement, Mr. Iger’s annual base salary was set at $1,000,000 and he is eligible for an annual bonus determined through financial and individual performance objectives with a target of 100% of base salary (up to a maximum of 200%). Mr. Iger’s annual long-term incentive grant target is $25,000,000 and will have the following vehicle mix: 60% PBUs and 40% stock options. The PBUs have a 2-year performance period aligned with the term of his employment agreement. The Committee determined that Mr. Iger’s interest in the value of his existing equity holdings aligned with his mandate to develop a long-term successor by 2024. The Committee also evaluated the long-term incentive structure of the CEO and NEOs’ executive compensation programs. Starting in fiscal 2020, 50% of PBUs were eligible to vest based on ROIC performance. While the initial intent was to set a full 3-year ROIC goal, due to challenges in forecasting posed by the COVID-19 pandemic, ROIC goals have been set and measured each year of the 3-year performance period for grants made in fiscal 2020 through fiscal 2022. In November 2022, the Compensation Committee determined that long-term incentive grants made in fiscal 2023 (i.e., in December 2022) will utilize a full 3-year goal for the ROIC portion of PBUs, excluding Mr. Iger’s long-term incentive grant, which will have a 2-year performance period to reflect his 2-year employment term.		Increase to 60% Performance-Based Units for the CEO

		Return to full 3-year Return On Invested Capital goal for other NEOs

The following chart shows the percentage of the target total direct annual compensation for Mr. Iger that is variable or at risk versus being fixed with respect to fiscal 2023. At risk compensation includes both the target performance-based cash bonus and equity awards while the only fixed component of pay is base salary.

LOGO


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Executive Compensation Program Structure — Objectives and Methods

We design our executive compensation program to drive the creation of long-term shareholder value. We do this by linking compensation payouts to the achievement of preset performance goals that promote the creation of sustainable shareholder value and by designing compensation to attract and retain high-caliber executives in a competitive market for talent. We aim to provide compensation opportunities that take into account compensation levels and practices of our peers. For a more detailed description of the peer groups we use for compensation purposes, see the discussion under the heading, “Executive Compensation — Other Compensation Information — Peer Groups,” set forth below. Total direct compensation comprises a mix of variable and fixed compensation that is heavily weighted toward variable performance-based compensation. Our performance-based compensation includes a short-term annual performance-based bonus and longer-term 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. As prospective performance targets are central to our business strategy, for competitive reasons we do not publicly disclose them for either the short-term annual performance-based bonus plan or the long-term incentive plan. The Company enters into employment agreements with our senior executives when the Compensation Committee determines that it is appropriate to attract or retain an executive or where an employment agreement is consistent with our practices with respect to other similarly situated executives.


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The following table sets forth the elements of total direct compensation in fiscal 2022 and fiscal 2023 and the objectives and key features of each 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 CEO recommendation (except in the case of the CEO)
				PERFORMANCE-BASED BONUS Objectives: The Compensation Committee structures the bonus program to incentivize performance at the high end of the financial performance measure ranges that it establishes each 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 set by the Committee early in the fiscal year in light of employment agreement provisions, competitive considerations, CEO recommendation (except targets for the CEO) and other factors the Committee deems appropriate; bonus opportunity normally limited to 200% of target bonus • Unless otherwise adjusted downward by the Committee, payout on 70% of target is formulaic and determined by performance against financial performance ranges developed by the Committee early in the fiscal year • Unless otherwise determined by the Committee, payout on 30% of target determined by Company-wide Other Performance Factors and the Committee’s assessment of individual performance based both on other performance objectives and on CEO recommendation (except the payouts for the CEO)
				EQUITY AWARDS Objectives: The Compensation Committee structures equity awards to directly reward long-term gains in shareholder value. Equity awards carry vesting terms that now extend for three years and include PBUs whose value depends on Company performance, including 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 CEO recommendation (except awards for the CEO) • For fiscal 2022, allocation of annual awards for Mr. Iger in his role as Executive Chairman (based on award value): 50% PBUs; 50% stock options. For fiscal 2023, in his role as CEO, the allocation of annual awards will be: 60% PBUs and 40% stock options • Allocation of annual awards for other NEOs including Mr. Chapek in fiscal 2022 (based on award value): 50% PBUs; 25% time-based restricted stock units; 25% stock options
				ANNUAL PERFORMANCE-BASED RESTRICTED STOCK UNITS Key Features: • PBUs reward executives only if preset performance targets are met • PBUs vest subject to the level of achievement under multiple multi-year performance tests • Half of awards vest based on three-year cumulative TSR relative to the S&P 500; the other half vest based on three-year ROIC measured over three one-year performance periods. For fiscal 2022, ROIC awards included three measurement periods of one year each due to continued financial uncertainties resulting from the COVID-19 pandemic. For fiscal 2023, ROIC awards include one measurement period of three years (two years in the case of Mr. Iger). Awards as described in the section titled “Executive Compensation — Compensation Tables — Fiscal 2022 Grants of Plan Based Awards Table” 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 • Ten-year term • Vest one-third per year ANNUAL TIME-BASED RESTRICTED STOCK UNITS Key Features: • One-third vests each year following grant date • Annual units awarded to executive officers are subject to Section 162(m) test to the extent necessary and available to obtain tax deductibility by the Company of the payments • For fiscal 2023, Mr. Iger will not receive time-based RSUs


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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COMPENSATION AT RISK

The Compensation Committee believes that most of the compensation for NEOs should be at risk and tied to a combination of long-term and short-term Company performance. In fiscal 2022, our NEOs consisted of Mr. Chapek, Ms. McCarthy, Mr. Gutierrez, Mr. Richardson, Ms. Schake, Mr. Iger and Mr. Morrell.

In establishing a mix of fixed to variable compensation, the composition of equity awards, target bonus levels, grant date equity award values and performance ranges, the Committee seeks to maintain its goal of making compensation overwhelmingly tied to performance, while also providing compensation opportunities that are competitive with alternatives available to the executive. In particular, the Committee expects that performance at the high-end of ranges will result in overall compensation that is sufficiently attractive relative to compensation available at successful competitors and that performance at the low-end of ranges will result in overall compensation that is less than that available from competitors with more successful performance.

The following charts show the percentage of the target total direct annual compensation for first, Mr. Chapek, and second, all NEOs other than Mr. Chapek and Mr. Iger, that is variable or at risk versus being fixed with respect to fiscal 2022. At risk compensation includes both the target performance-based cash bonus and equity awards while the only fixed component of pay is base salary.

LOGO

Beginning in fiscal 2022, the Compensation Committee determined to increase PBUs from 30% to 50% of the overall long-term incentive grant value for the NEOs other than the CEO, who already had 50% in the form of PBUs (and who will have 60% in the form of PBUs for fiscal 2023). This shift reflects a meaningful increase in at-risk compensation. The below table reflects the annual grant PBUs vesting over the last five years, all of which resulted in below target payouts:



	VESTED IN DECEMBER 2018		VESTED IN DECEMBER 2019		VESTED IN DECEMBER 2020		VESTED IN DECEMBER 2021		VESTED IN DECEMBER 2022

% of Target Payout		85%		96%		62%		48%		50%


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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The fiscal 2021 ROIC test resulted in a 150% payout, which is being assessed for outstanding PBU grants made in December 2019 and 2020. The fiscal 2022 ROIC test had a threshold, target and maximum of 1.6%, 4.1% and 5.4% respectively. Actual fiscal 2022 ROIC performance was just under 5.4%, which resulted in 148% payout for the fiscal 2022 portion of the ROIC test, which is being assessed for outstanding PBU grants made in December 2019 and 2020. As the maximum payout for fiscal 2022 PBU awards increased to 200% of target, ROIC performance of approximately 5.4% resulted in a 196% payout for the fiscal 2022 ROIC portion of grants made in December 2021. The Compensation Committee believes this PBU structure strongly aligns pay and performance, which is underscored by the decision to further increase the weighting of PBUs for other NEOs.

COMPENSATION PROCESS

The following table outlines the process for determining annual compensation awards for NEOs:



SALARIES				PERFORMANCE-BASED BONUS
• Annually 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 (described under “Executive Compensation — Compensation Discussion and Analysis — Executive Compensation Program Structure—Objectives and Methods — Compensation Consultant”) • Committee determines annual salaries for all NEOs • Committee reviews determinations with the other non-management directors				• Compensation 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 goals • Chief Executive Officer recommends bonus targets for NEOs other than himself • 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, 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
EQUITY AWARDS
• In first fiscal quarter, the Chief Executive Officer recommends grant date fair value of awards for NEOs other than himself • Compensation Committee reviews proposed awards with input from its consultant 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


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MANAGEMENT INPUT

In addition to the Chief Executive Officer recommendations described above, management regularly:

•

provides data, analysis and recommendations to the Compensation Committee regarding the Company’s executive compensation programs and policies;

•

administers those programs and policies as directed by the Committee;

•

provides an ongoing review of the effectiveness of the compensation programs, including competitiveness and alignment with the Company’s objectives; and

•

recommends changes to compensation programs if needed to help achieve program objectives.

The Committee meets regularly in executive session without management present to discuss compensation decisions and matters relating to the design and operation of the executive compensation program.

COMPENSATION CONSULTANT

The Compensation Committee retained Pay Governance LLC as the compensation consultant for fiscal 2022. The consultant assists the Committee’s development and evaluation of compensation policies and practices and the Committee’s determinations of compensation awards through various services, including providing third-party data, advice and expertise on proposed executive compensation awards and plan designs; reviewing briefing materials prepared by management and outside advisers; and advising

the Committee on the matters included in these materials and preparing its own analysis of compensation matters.

The Committee considers input from the consultant as one factor in making decisions on compensation matters, along with information and analyses it receives from management and its own judgment and experience.

The Committee has adopted a policy requiring its consultant to be independent of Company management. The Committee performs an annual assessment of the consultant’s independence to determine whether the consultant is independent. The Committee assessed Pay Governance LLC’s independence in December 2022 and confirmed that the firm’s work has not raised any conflict of interest and the firm is independent. Pay Governance LLC does not provide any services to the Company other than the services provided to the Compensation Committee.

Fiscal 2022 Compensation Decisions

This section discusses the specific decisions made by the Compensation Committee in fiscal 2022. These decisions were made taking into consideration the results of the most recent shareholder advisory vote on executive compensation. Based on the results of the advisory vote on executive compensation, members of management and the Board engaged in extensive outreach to shareholders. The Board took several actions in response to the shareholder feedback received, as described in more detail under “Proxy Summary — Shareholder Engagement and Responsiveness.”

PERFORMANCE GOALS

The Compensation Committee normally develops performance goals for each fiscal year early in that year and evaluates performance against those goals after the fiscal year has ended to arrive at its compensation decisions.

ANNUAL INCENTIVE GOALS

Annual Incentive Financial Performance

In November 2021, the Compensation Committee reviewed the annual performance-based bonus program. The Committee

determined to retain the financial measures and relative weights for calculating the portion of the NEOs bonuses that is based on financial performance as follows:

•

adjusted segment operating income—50%


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

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adjusted revenue—25%

•

adjusted after-tax free cash flow—25%

The Committee also developed performance ranges for each of the measures in November 2021. These ranges are used to determine the multiplier that is applied to 70% of each NEO’s target bonus. The overall financial performance multiple is equal to the weighted average of the performance multiples for each of these three measures. The performance multiple for each measure is zero if performance is below the bottom of the range and varies from 35% at the low end of the range to a maximum of 200% at the top end of the range. The Committee believes the top of each range represents extraordinary performance and the bottom represents satisfactory performance, below which no award would be provided. In addition, 30% of each NEO’s target bonus is based on performance against key strategic goals for the Company, called “Other Performance Factors.” We believe the mix between key financial and strategic factors is appropriate, given the majority of the bonus opportunity is focused on Company financial performance, while still recognizing the importance that Other Performance Factors have on establishing a successful culture that supports the Company’s strategic goals.

For fiscal 2022, with the recovery from the pandemic and our desire to deliver strong results for our shareholders, the Committee significantly increased performance ranges year-over-year for all three financial metrics. In addition, for fiscal 2022, the Committee expanded the width of the performance range (i.e., the difference between the maximum performance and threshold performance) for adjusted revenue in order to account for both upside and downside risks. The following table shows the performance ranges approved by the Committee for fiscal 2022 and actual performance (dollars in millions):



	FISCAL 2022 PERFORMANCE THRESHOLD			FISCAL 2022 PERFORMANCE TARGET			FISCAL 2022 PERFORMANCE MAXIMUM		FISCAL 2022 ACTUAL PERFORMANCE		FISCAL 2022 ACTUAL PERFORMANCE AS % OF TARGET

Adjusted Segment Operating Income		$ 6,556			$ 9,856			$12,656		$12,121		181%

Adjusted Revenue		71,577			83,527			89,020		82,722		96%

Adjusted After-Tax Free Cash Flow*		(2,534	)		(534	)		1,466		1,043		179%

*	For purposes of the annual performance-based bonuses, “adjusted after-tax free cash flow” was defined as cash provided by operations less investments in parks, resorts and other properties, all on a consolidated basis and reflects the adjustments described under “— Evaluating Performance” below.

Other Performance Factors

The Compensation Committee developed Other Performance Factors for the fiscal 2022 annual bonus in November 2021. For fiscal 2022, the Other Performance Factors continued to emphasize the importance of diversity and inclusion, which had the highest weighting among the Other Performance Factors. The Committee established the following factors based on the strategic objectives of the Company:

•

Diversity & Inclusion – Meaningful progress building an inclusive culture through increased representation, recruitment, retention and/or promotion of women and underrepresented groups globally; advance inclusive content by increasing underrepresented groups in creative hiring exploring culturally diverse and authentic themes, characters and narratives; ensure transparency and accountability of efforts that align with our values and advance change/impact to the business

•

Collaboration on strategic priorities – Actively promote collaboration and synergy on key strategic priorities of the Company with a one-company mindset and drive clear accountabilities and partnership across all lines of business, in support of developing content and product for our key franchises, accelerating our DTC initiatives and enabling the success of creative, operating and corporate teams

•

Efforts towards creativity & innovation – Drive Company growth through innovation and creativity, using quality franchise content and experiences that can be leveraged across the Company to create new sources of revenue


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EVALUATING PERFORMANCE

The Compensation Committee reviewed the overall operating results of the Company in fiscal 2022, evaluating them against the bonus plan performance ranges developed by the Committee early in the fiscal year. The Compensation Committee approved no adjustments to actual fiscal 2022 total segment operating income and revenue. “Total segment operating income” consists of income (loss) from continuing operations before taxes, adjusted for corporate and unallocated shared expenses, restructuring and impairment charges, net other income (loss), net interest expense, amortization of TFCF and Hulu intangible assets and fair value step-up on film and television costs and the impact of content license early terminations. After-tax free cash flow performance for incentive purposes was overall adjusted downward to exclude non-recurring items, such as litigation proceeds and restructuring payments.

In fiscal 2022, the Company achieved strong financial growth for all three financial metrics, even after ranges were significantly increased for fiscal 2022. The financial performance achieved included: total segment operating income of $12,121 million, revenue of $82,722 million and adjusted after-tax free cash flow of $1,043 million. Based on these results and due to the increase in targets, the weighted financial performance factor was 159% in fiscal 2022 compared to a performance factor of 200% in fiscal 2021. Additional details regarding the performance of the Company are set forth in the section titled “Proxy Summary” and our Annual Report on Form 10-K for fiscal 2022.

With respect to the Other Performance Factors, the Committee recognizes that while we still have more work ahead of us, the NEOs delivered results on these key strategic objectives, including:

Diversity & Inclusion

•

Adjusted pay ratios of over 99% for base pay for U.S. women and people of color. For more details on the adjusted pay ratio analysis and our commitment to expand pay ratio analyses further going forward, please see our Pay Ratio Dashboard on the “ESG Reporting” page of our CSR website.

•

We expanded our efforts to increase diverse representation, which helped produce year-over-year growth, especially at the executive and management levels. Representation for women increased 2.2 and 1.2 percentage points at the executive and management levels, respectively. Representation for people of color increased 2.8 and 1.8 percentage points at the executive and management levels, respectively. For more detailed results, please see our Diversity Dashboard on the “ESG Reporting” page of our CSR website. The Diversity Dashboard includes our commitment to further disclosures in the future.

•

Efforts also resulted in positive trends in hires and promotions of women and people of color to executive and manager positions, as well as in our overall employee population. In addition, the Company was able to retain and develop diverse executives and management in an extremely competitive market for talent.

•

Released award-winning and critically-acclaimed diverse content with diverse talent across our platforms, such as Encanto, Abbott Elementary, Prey, Turning Red, Reservation Dogs, Dr. Strange in the Multiverse of Madness, Moon Knight and Andor.

•

Established a new Pride 365 Collective of senior-level leaders of the Company to support the LGBTQIA+ community, such as providing a financial commitment to organizations who support the LGBTQIA+ community.

Collaboration on strategic priorities

•

Successfully increased subscribers at Disney+ (+39%), Hulu (+8%) and ESPN+ (+42%) during fiscal 2022, while launching DTC platforms in several key international markets, including 154 different countries and territories.

•

Launched inaugural Disney+ Day in November 2021, requiring coordination across the Company, highlighting the breadth of content that our services offer and driving subscriber growth. Expanded Disney+ Day in September 2022 to offer unique benefits with National Geographic, Disney Cruises and Walt Disney World.

•

Advanced NextGen Storytelling to offer personalized content and experiences across our businesses that drives engagement and discoverability and celebrates consumers’ history with Disney.

Efforts towards creativity & innovation

•

Successfully launched Genie+ and Lightning Lane at our domestic parks, enhancing both the experience for our guests and revenue.


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Introduced new guest offerings, including Disney Cruise Line’s Disney Wish, Star Wars: Galactic Starcruiser and Guardians of the Galaxy: Cosmic Rewind at Walt Disney World and Toy Story Hotel at Tokyo Disney Resort.

•

Launched Monday Night Football with Peyton & Eli, an innovative alternate telecast for our Monday Night Football broadcast, leading to increased weekly viewership.

See tabular disclosure for each NEO below under “Executive Compensation — Compensation Discussion and Analysis — Individual Compensation Decisions” for additional information regarding key contributions and accomplishments of each NEO.

Individual Compensation Decisions

ANNUAL COMPENSATION DECISIONS

The following table summarizes annual compensation decisions made by the Compensation Committee with respect to each of the NEOs. The Committee established the salary and performance-based bonus target multiple of salary for each of the NEOs early in the fiscal year following the processes described above. The final bonus award was calculated after the fiscal year ended using the financial performance factor of 159% described above. Given the enterprise-wide nature of the Other Performance Factors and the contributions of each currently employed NEO, the Committee established a consistent Other Performance Factor of 114% for the NEOs listed in the following table below.

For Mr. Chapek, the Committee determined to provide a bonus at 90% of target. For more discussion of Mr. Chapek’s separation, including the rationale, see the section titled “Executive Compensation — Compensation Tables — Potential Payments and Rights on Termination or Change in Control.” Details of Mr. Morrell’s separation, including the rationale for providing him certain enhanced payments, are presented in the section titled ”Executive Compensation — Compensation Tables — Potential Payments and Rights on Termination or Change in Control.”



	SALARY		PERFORMANCE-BASED BONUS								EQUITY AWARDS

	FISCAL YEAR END 2022 ANNUAL SALARY		TARGET		FINANCIAL PERFORMANCE FACTOR¹		OTHER PERFORMANCE FACTOR²		AWARD AMOUNT		VALUE³		TARGET PERFORMANCE UNITS^3,4		TIME- BASED UNITS⁴		OPTIONS⁴

Christine M. McCarthy		$2,000,000	$	4,000,000		159%		114%	$	5,820,000	$	12,310,836		33,627		22,490		70,808

Horacio E. Gutierrez		1,300,000		2,600,000		159%		114%		3,783,000		8,451,814		23,394		18,884		57,632

Paul J. Richardson		765,000		1,147,500		159%		114%		1,670,000		2,915,109		7,031		5,735		18,056

Kristina K. Schake		725,000		906,250		159%		114%		1,320,000		3,045,653		155		21,783		25,817

Robert A. Iger⁵		3,000,000		12,000,000		159%		114%		4,370,000		7,065,625		30,365		—		50,249

¹	Multiplied by 70% of the target amount.

²	Multiplied by 30% of the target amount.

³	Includes ROIC portions of fiscal 2020 and 2021 PBUs.

⁴	The number of restricted stock units and options was calculated from the value of the award as described in the table in the section titled “Executive Compensation — Compensation Tables — Fiscal 2022 Grants of Plan Based Awards Table.”

⁵	Mr. Iger retired from the Company effective December 31, 2021. Mr. Iger was eligible for a 2022 pro-rated bonus per his employment agreement for his services during fiscal 2022. The Committee awarded Mr. Iger a bonus of $4,370,000.

The compensation set forth above and described below differs from the total compensation reported in the Summary Compensation Table as follows:

•

the compensation set forth above does not include the change in pension value and non-qualified deferred compensation earnings, as these items do not reflect decisions made by the Committee during the fiscal year.


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•

the compensation set forth above does not include perquisites and benefits and other compensation, as these items are generally determined by contract and do not reflect decisions made by the Committee during the fiscal year.

The Compensation Committee’s determination on each of these matters was based on the recommendation of Mr. Iger (except in the case of his own and Mr. Chapek’s compensation), the parameters established by the executive’s employment agreement and the factors described below. In determining equity awards, the Committee considered its overall long-term incentive guidelines for all executives, which, in the context of the competitive market for executive talent, attempt to balance the benefits of incentive compensation tied to performance of the Company’s common stock with the dilutive effect of equity compensation awards.

MR. CHAPEK



SALARY		Mr. Chapek’s 2022 annual salary was unchanged from the annual salary set at the time of his promotion to Chief Executive Officer and was equal to the amount set in his employment agreement.

PERFORMANCE-BASED BONUS		Target Bonus Mr. Chapek’s target bonus for fiscal 2022 is equal to three times his fiscal year-end salary, as set forth in his employment agreement. The Committee determined to provide the contractually required bonus at 90% of target, below that received by other NEOs. In making this determination, the Committee considered the Company’s strong performance against preset financial metrics, balanced with Mr. Chapek’s performance, including items that contributed to Mr. Chapek’s separation, discussed in the section titled “Executive Compensation — Compensation Tables — Potential Payments and Rights on Termination or Change in Control.”

EQUITY AWARD VALUE		The annual equity award value for Mr. Chapek reflects 60% of his total annual compensation for fiscal 2022. Mr. Chapek did not receive an annual equity award in December 2022 as a result of his separation from the Company in November 2022.


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MS. MCCARTHY



SALARY		The Committee increased Ms. McCarthy’s 2022 annual salary by 4.2% to reflect changes in the market for executive talent and her continued outstanding performance.

PERFORMANCE-BASED BONUS		Target Bonus As set forth in her employment agreement, Ms. McCarthy’s target bonus for fiscal 2022 is equal to two times her fiscal year-end salary. Other Performance Factor The Compensation Committee applied a factor of 114% with respect to Other Performance Factors for Ms. McCarthy in fiscal 2022. In fiscal 2021 the Other Performance Factor was 200%. Performance Highlights: • Launched the 2022 Disney Accelerator, one of only a few female-led Accelerators in the industry; selected a diverse cohort of six startups through a competitive screening process. • Supported development of future talent pipeline externally through initiatives like Risk Management’s Emerging Leaders Program at University of Southern California. • Supported parks reopening and expansion efforts, including the newest cruise ship, Disney Wish. • Continued to realize efficiencies from the Twenty-First Century Fox, Inc. (“TFCF”) acquisition through integration of employees and systems, divestitures, dispositions and restructurings. • Managed the Company’s liquidity and credit ratings through the pandemic and DTC investments.

EQUITY AWARD VALUE		The annual equity award value for Ms. McCarthy reflects 61% of her total annual compensation for fiscal 2022, providing performance-based awards tied to long-term gains in shareholder value, including the strategic shift in business, business recovery and leadership continuity.

MR. GUTIERREZ



SALARY		The Committee set Mr. Gutierrez’s 2022 annual salary upon his hire.

PERFORMANCE-BASED BONUS		Target Bonus As set forth in his employment agreement, Mr. Gutierrez’s target bonus for fiscal 2022 is equal to two times his fiscal year-end salary. Other Performance Factor The Compensation Committee applied a factor of 114% with respect to Other Performance Factors for Mr. Gutierrez in fiscal 2022. Performance Highlights: • Continued promotion of diversity and inclusion in the Legal department, resulting in positive trends within the Legal department for promotions and new hires among women and people of color, and served actively as a member of the Leadership Council on Legal Diversity. • Advised on corporate governance and public policy issues. • Oversaw the regulatory work associated with launches of our DTC products. • Counseled regarding risks associated with a number of new strategic initiatives. • Continued leadership of the Company’s legal and public policy positions on litigation matters, transactions and regulatory developments.

EQUITY AWARD VALUE		The new hire equity award value for Mr. Gutierrez reflects 56% of his total annual compensation for fiscal 2022.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

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MR. RICHARDSON



SALARY		The Committee increased Mr. Richardson’s 2022 annual salary by 2.0% to reflect changes in the market for executive talent and his continued outstanding performance.

PERFORMANCE-BASED BONUS		Target Bonus As set forth in his employment agreement, Mr. Richardson’s target bonus for fiscal 2022 is equal to 1.5 times his full fiscal year-end annual salary. Other Performance Factor The Compensation Committee applied a factor of 114% with respect to Other Performance Factors for Mr. Richardson in fiscal 2022. Performance Highlights: • Created a new Diversity, Equity and Inclusion (“DEI”) dashboard that will drive consistency across the businesses and shape deeper dialogue and insights to further DEI progress. • DEI efforts led to increased representation for both women and people of color at the executive and management levels. • Collaborated with certain historically Black colleges and universities to continue to build a robust, long-term pipeline of Black talent through student internships, mentorship opportunities and inclusive hiring practices. • Won Business Group on Health’s 2022 Best Employers: Excellence in Health & Well-Being Award. • Supported the formation of the International Content and Operations (“ICO”) business unit and identified ICO’s high-level operating model.

EQUITY AWARD VALUE		The annual equity award value for Mr. Richardson reflects 53% of his total annual compensation for fiscal 2022, providing performance-based awards tied to long-term gains in shareholder value, including the strategic shift in business, business recovery and leadership continuity.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

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to the

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and Board

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MS. SCHAKE



SALARY		The Committee set Ms. Schake’s 2022 annual salary upon her promotion to Senior Executive Vice President and Chief Communications Officer.

PERFORMANCE-BASED BONUS		Target Bonus As set forth in her employment agreement, Ms. Schake’s target bonus for fiscal 2022 is equal to 1.25 times her fiscal year-end salary. Other Performance Factor The Compensation Committee applied a factor of 114% with respect to Other Performance Factors for Ms. Schake in fiscal 2022. Performance Highlights: • Led significant efforts to protect and enhance the Company’s reputation with a wide range of stakeholders. • Executed highly successful D23 Expo—the first since before the pandemic—which generated media value, impressions and record revenue. • Oversaw communications supporting the Company’s philanthropic efforts, ranging from financial contributions made to nonprofit organizations, in-kind support and virtual volunteering opportunities for employees through the Disney VoluntEARS program.

EQUITY AWARD VALUE		The total equity award value for Ms. Schake reflects 49% of her total annual compensation for fiscal 2022, reflecting new hire equity award provided upon joining the Company in her previous role as Executive Vice President, Global Communications. In addition, in connection with her promotion, Ms. Schake received additional grants of RSUs, PBUs and options on September 28, 2022.

MR. IGER



SALARY		Mr. Iger’s 2022 annual salary was equal to the amount set in his employment agreement. Mr. Iger retired on December 31, 2021, before the fiscal year end, resulting in a salary less than his full annual salary.

PERFORMANCE-BASED BONUS		Target Bonus Mr. Iger was eligible for a 2022 pro-rated bonus per his employment agreement for his services during 2022. The Committee awarded Mr. Iger a bonus of $4,370,000.

EQUITY AWARD VALUE		The Committee maintained the value of Mr. Iger’s annual equity award per his employment agreement, pro-rated for the time Mr. Iger spent in his role in fiscal 2022. This award reflects 47% of his total annual compensation for fiscal 2022.


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

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Governance

and Board

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Director

Compensation

Executive

Compensation

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Voted On

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Compensation Committee Report

The Compensation Committee has:

(1)	reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management; and

(2)	based on this review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement relating to the 2023 Annual Meeting of Shareholders.

Members of the Compensation Committee

Maria Elena Lagomasino (Chair)

Mary T. Barra

Calvin R. McDonald

Mark G. Parker


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		The Walt Disney Company \| Notice of 2023 Annual Meeting and Proxy Statement

Proxy

Summary

Background

to the

Solicitation

Corporate

Governance

and Board

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Director

Compensation

Executive

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Related Person

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Compensation Tables

Fiscal 2022 Summary Compensation Table

The following table provides information concerning the total compensation earned in fiscal 2020, fiscal 2021 (except for Mr. Gutierrez, Mr. Richardson and Ms. Schake) and fiscal 2022 by the Chief Executive Officer, the Chief Financial Officer and three other persons serving as executive officers at the end of fiscal 2022 who were the most highly compensated executive officers of the Company in fiscal 2022. In addition, this information is provided with respect to Mr. Iger and Mr. Morrell, for whom disclosure would have been provided but for the fact that they were not serving as an executive officer of the Company at the end of fiscal 2022. These seven officers are referred to as the named executive officers or NEOs in this proxy statement. Information regarding the amounts in each column follows the table.

NAME AND

PRINCIPAL POSITION

FISCAL

YEAR

SALARY

BONUS

STOCK

AWARDS¹

OPTION

AWARDS

Boards:

Quotes:

DIS

Walt Disney Co