secwatch / observer
8-K/A filed April 17, 2024, 7:59 PM ET ticker DIS CIK 0001744489
other material confidence high sentiment positive materiality 0.15

Disney defeats activist Peltz; all 12 board nominees elected at annual meeting

Walt Disney Co

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Walt Disney Co shareholders approved Election of Directors at the 2024-04-17 meeting.

Proposal
director election
Outcome
passed
Meeting
2024-04-17
Exact text from the filing
1. Election of Directors: For Withhold Company’s Board of Director Nominees Mary T. Barra 1,107,134,930 84,328,145 Safra A. Catz 1,115,167,223 76,248,106 Amy L. Chang 1,148,348,862 43,098,849 D. Jeremy Darroch 1,147,893,579 43,511,230 Carolyn N. Everson 1,108,546,931 82,870,427 Michael B.G. Froman 1,041,407,854 150,327,335 James P. Gorman 1,160,950,477 30,438,562 Robert A. Iger 1,118,465,241 73,022,334 Maria Elena Lagomasino 749,857,222 441,873,001 Calvin R. McDonald 1,111,262,043 80,118,980 Mark G. Parker 1,043,810,632 147,566,117 Derica W. Rice 1,088,315,396 103,062,269 Trian Group’s Nominees Nelson Peltz 370,974,890 819,744,149 James A. Rasulo 141,546,437 1,049,145,182 Blackwells Group’s Nominees Craig Hatkoff 24,418,048 1,166,185,972 Jessica Schell 25,164,966 1,165,449,628 Leah Solivan 24,318,797 1,166,261,970 Based on the final results of voting received from the Inspector of Election, the twelve directors elected at the Annual Meeting are Mary T. Barra, Safra A. Catz, Amy L. Chan
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Walt Disney Co shareholders rejected Shareholder proposal requesting a report on gender transitioning compensation and benefits at the 2024-04-17 meeting.

Outcome
failed
Meeting
2024-04-17
Exact text from the filing
7. Shareholder proposal requesting a report on gender transitioning compensation and benefits 27,588,868 1,120,319,612 23,591,962 94,796,417 The proposal did not obtain approval based on the final results of voting.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Walt Disney Co shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2024 at the 2024-04-17 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2024-04-17
Exact text from the filing
2. Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2024 1,204,328,019 50,937,775 11,031,065 The proposal was approved based on the final results of voting.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Walt Disney Co shareholders rejected The Trian Group proposal to repeal each provision or amendment of the Company's Bylaws that has been adopted by the Board (and not the shareholders of the Company) since November 30, 2023 at the 2024-04-17 meeting.

Proposal
charter amendment
Outcome
failed
Meeting
2024-04-17
Exact text from the filing
9. The Trian Group proposal to repeal each provision or amendment of the Company's Bylaws that has been adopted by the Board (and not the shareholders of the Company) since November 30, 2023 350,371,813 826,599,931 16,912,226 72,412,889 The proposal did not obtain approval based on the final results of voting.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Walt Disney Co shareholders rejected Shareholder proposal requesting publication of recipients of charitable contributions at the 2024-04-17 meeting.

Outcome
failed
Meeting
2024-04-17
Exact text from the filing
8. Shareholder proposal requesting publication of recipients of charitable contributions 50,634,036 1,097,491,879 24,374,530 93,796,414 The proposal did not obtain approval based on the final results of voting.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Walt Disney Co shareholders approved Approval of an amendment and restatement of the Company’s Amended and Restated 2011 Stock Incentive Plan to increase the number of shares authorized for issuance at the 2024-04-17 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2024-04-17
Exact text from the filing
4. Approval of an amendment and restatement of the Company’s Amended and Restated 2011 Stock Incentive Plan to increase the number of shares authorized for issuance 1,045,071,194 82,784,581 66,027,463 72,413,621 The proposal was approved based on the final results of voting.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Walt Disney Co shareholders rejected Shareholder proposal requesting a report on political expenditures at the 2024-04-17 meeting.

Outcome
failed
Meeting
2024-04-17
Exact text from the filing
6. Shareholder proposal requesting a report on political expenditures 296,303,157 864,285,701 33,295,114 72,412,887 The proposal did not obtain approval based on the final results of voting.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Walt Disney Co shareholders rejected The Blackwells Group proposal for an advisory vote to cause the Board to increase its size by the number of nominees recommended by the Board at the Annual Meeting that fail to be elected, if any, for failure to receive more votes than a Trian Group Nominee or a Blackwells Group Nominee, and to appo at the 2024-04-17 meeting.

Proposal
say on pay
Outcome
failed
Meeting
2024-04-17
Exact text from the filing
10. The Blackwells Group proposal for an advisory vote to cause the Board to increase its size by the number of nominees recommended by the Board at the Annual Meeting that fail to be elected, if any, for failure to receive more votes than a Trian Group Nominee or a Blackwells Group Nominee, and to appoint any and all such nominees recommended by the Board to fill the newly created corresponding vacancies 33,080,217 1,145,255,927 15,547,554 72,413,161 The proposal did not obtain approval based on the final results of voting.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Walt Disney Co shareholders rejected Shareholder proposal requesting the Company’s Board of Directors seek shareholder approval for Section 16 officers' termination payments at the 2024-04-17 meeting.

Outcome
failed
Meeting
2024-04-17
Exact text from the filing
5. Shareholder proposal requesting the Company’s Board of Directors (the “Board”) seek shareholder approval for Section 16 officers' termination payments 95,410,173 1,065,617,327 32,856,460 72,412,899 The proposal did not obtain approval based on the final results of voting.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Walt Disney Co shareholders approved Advisory vote to approve executive compensation at the 2024-04-17 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2024-04-17
Exact text from the filing
3. Advisory vote to approve executive compensation 935,945,648 239,630,042 18,307,839 72,413,330 The proposal was approved based on the final results of voting.
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Walt Disney Co filing history →

Source: SEC EDGAR
accession 0000950157-24-000623
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