The Walt Disney Company (DIS) Proxy Filing summary

Executive summary

• Achieved strong financial results in fiscal 2025, with revenue of $94.4B and diluted EPS growth of 152% year-over-year; adjusted EPS grew 19% and cash provided by operations increased 30% to $18.1B.

• Major business highlights included record global box office receipts, significant streaming profitability, the launch of ESPN Unlimited, and expansion projects in theme parks and cruise lines.

• Shareholder returns increased with a 50% dividend hike to $1.50 and a doubling of the share repurchase target to $7B for fiscal 2026.

• Management succession planning is a top priority, with a new CEO expected to be announced in early 2026.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 11 director nominees for one-year terms, (2) ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2026, (3) advisory approval of executive compensation, and (4-7) four shareholder proposals, all opposed by the Board.

• Shareholder proposals address religious discrimination in gift-matching, ROI on climate commitments, cumulative voting for directors, and accessibility/disability inclusion; Board recommends voting against each.

Board of directors and corporate governance

• Board comprises 11 nominees with diverse backgrounds, including four women and three from underrepresented groups; average non-management director tenure is 4.9 years.

• Significant board refreshment since 2021, with six new non-management directors/nominees and four exits.

• Jeffrey E. Williams, former COO of Apple, is nominated for election, reflecting a focus on technology and innovation.

• Board committees: Audit, Governance and Nominating, Compensation, and Executive; all committee members are independent except the Executive Committee.

• Board leadership updated in 2025 with James P. Gorman as independent Chairman.