The Walt Disney Company (DIS) Proxy Filing summary

Executive summary

• Strategic priorities include restoring decision-making to creative teams, cutting costs, improving DTC growth and profitability, enhancing parks value and flexibility, and focusing investment on core brands.

• Three operating units are in effect; financial reporting under the new structure was planned to begin by fiscal year-end.

Voting matters and shareholder proposals

• Board recommended FOR 11 director nominees, PwC ratification for FY2023, executive compensation, and annual say-on-pay votes.

• Board recommended AGAINST proposals seeking annual China-operations reporting, charitable-recipient disclosures for contributions of $10,000 or more, and political-expenditure alignment reporting.

• China proposal opposition cited existing risk oversight and disclosures; charitable-giving opposition cited existing guidelines and CSR reporting; political-proposal opposition cited current disclosures and monitoring.

Board of directors and corporate governance

• CEO succession is a Board priority; Mark Parker was named incoming independent Chair, effective after the annual meeting, and leads a committee overseeing the CEO search, candidates, milestones, and search firm.

• Board cited 10 of 11 independent directors, 7 women, 45% racially or ethnically diverse directors, and six years' average tenure.

• The Board reported 100 shareholder-engagement conversations in calendar 2022, reaching over 95% of the top 50 holders; discussions covered Board oversight, compensation, and ESG.

• Seven directors had public-company CEO/CFO experience and five had Fortune 500 CEO/CFO experience; Board oversight includes strategy, responsible business practices, and key risks.