Statement From The Walt Disney Company
January 03 2024 - 8:32AM
Business Wire
The Walt Disney Company (NYSE: DIS) confirmed today that
Blackwells Capital LLC, together with its affiliates (collectively,
“Blackwells”), has provided notice of its intent to nominate three
individuals for election to the Company’s Board of Directors at the
2024 Annual Meeting of Shareholders.
Disney has an experienced, diverse, and highly qualified Board
that is focused on the long-term performance of the company,
strategic growth initiatives including the ongoing transformation
of its businesses, the succession planning process, and increasing
shareholder value.
The Governance and Nominating Committee, which evaluates
director nominations, will review the proposed Blackwells nominees
and provide a recommendation to the Board as part of its governance
process.
The Company expects to file preliminary materials with respect
to the 2024 Annual Meeting of Shareholders with the Securities and
Exchange Commission (“SEC”), which will include the Board’s
recommended slate of director nominees. Disney shareholders are not
required to take any action at this time.
Forward-Looking Statements
Certain statements in this communication may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding the Company’s expectations, plans, strategies, business
or financial prospects or outlook; future shareholder value,
business position, restructuring or transformation; 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: the occurrence of subsequent events;
further deterioration in domestic or global economic conditions or
failure of conditions to improve as anticipated; deterioration in
or pressures from competitive conditions; health concerns and their
impact on our businesses and productions; international, political
or military developments; regulatory or legal developments;
technological developments; labor markets and activities, including
work stoppages; adverse weather conditions or natural disasters;
and availability of content. 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, including
direct-to-consumer profitability; our expected benefits of the
composition of the Board; demand for our products and services; the
performance of the Company’s content; our ability to create or
obtain desirable content at or under the value we assign the
content; the advertising market for programming; income tax
expense; and performance of some or all Company businesses either
directly or through their impact on those who distribute our
products.
Additional factors are set forth in the Company’s Annual Report
on Form 10-K for the year ended September 30, 2023, including under
the captions “Risk Factors”, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Business”,
and subsequent filings with the Securities and Exchange Commission,
including, among others, quarterly reports on Form 10-Q.
Additional Information and Where to Find It
The Company intends to file with the SEC a proxy statement on
Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for the 2024 Annual Meeting of
Shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY
SOLICITATION. Investors and security holders may obtain copies of
these documents and other documents filed with the SEC by the
Company free of charge through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed by the Company are also
available free of charge by accessing the Company’s website at
www.thewaltdisneycompany.com.
Participants
Disney, its directors and executive officers and other members
of management and employees will be participants in the
solicitation of proxies with respect to a solicitation by Disney.
Information about Disney’s executive officers and directors is
available in Disney’s Annual Report on Form 10-K for the year ended
September 30, 2023, which was filed with the SEC on November 21,
2023, and in its proxy statement for the 2023 Annual Meeting of
Shareholders, which was filed with the SEC on February 13, 2023,
and in its Current Reports on Form 8-K filed with the SEC on March
13, 2023, April 20, 2023, June 15, 2023, July 12, 2023, November 6,
2023, November 29, 2023 and December 22, 2023. To the extent
holdings by our directors and executive officers of Disney
securities reported in the proxy statement for the 2023 Annual
Meeting or in such Form 8-K have changed, such changes have been or
will be reflected on Statements of Change in Ownership on Forms 3,
4 or 5 filed with the SEC. These documents are or will be available
free of charge at the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240103256183/en/
David Jefferson Corporate Communications (818) 560-4832
david.j.jefferson@disney.com
Mike Long Corporate Communications (818) 560-4588
mike.p.long@disney.com
Steve Lipin Gladstone Place Partners (212) 230-5930
slipin@gladstoneplace.com
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