The Walt Disney Company (DIS) Proxy Filing summary

Executive summary

• Materials defend the Board’s oversight and strategy, arguing it is positioned to deliver sustained shareholder value amid changes in media and streaming.

• Strategic priorities include returning decision-making to creative teams, reducing costs, focusing streaming on profitability as well as growth, and improving Parks guest value and flexibility.

• The materials cite Bob Iger-era shareholder returns and acquisitions, and argue the TFCF transaction supported content capacity and global direct-to-consumer expansion.

Voting matters and shareholder proposals

• The 2023 annual-meeting contest concerns Nelson Peltz’s board campaign; the materials argue shareholders should support the current Board and that Peltz lacks relevant large-cap media and technology experience.

• Peltz and Trian had at least 16 meaningful interactions with the Board and management since July 2022; Peltz or Isaac Perlmutter sought a board seat or advocated for one at least 20 times.

• The materials state Peltz presented no strategy, operating initiatives, new ideas, or plan at the January 10 Board meeting.

Board of directors and corporate governance

• 10 of 11 directors were independent under NYSE guidelines; average tenure was 6 years, 7 had Fortune 500 CEO or CFO experience, and 7 were gender- or ethnically diverse.

• Mark Parker, a director since 2016, was set to become Board chairman after the 2023 annual meeting; Carolyn Everson joined the Board in 2022 with media and digital advertising experience.

• A special Succession Planning Committee was created, and the Board is described as having acted decisively on a leadership challenge.