Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 9, 2022
The Walt Disney Company
(Exact name of registrant as specified in its charter)
Delaware
001-38842
83-0940635
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
500 South Buena Vista Street
Burbank, California91521
(Address of Principal Executive Offices and Zip Code)
(818) 560-1000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
DIS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a-b) The final results of voting on each of the matters submitted to a vote of security holders during the Registrant’s annual meeting of shareholders on March 9, 2022 are as follows.
1.
Election of Directors:
For
Against
Abstentions
Broker Non-Votes
Susan E. Arnold
1,118,076,701
37,665,545
5,423,508
280,795,356
Mary T. Barra
1,128,884,692
28,758,881
3,522,181
280,795,356
Safra A. Catz
1,134,063,866
23,376,405
3,725,483
280,795,356
Amy L. Chang
1,148,683,826
8,694,524
3,787,404
280,795,356
Robert A. Chapek
1,147,467,691
9,947,173
3,750,890
280,795,356
Francis A. deSouza
1,142,478,220
14,830,443
3,857,091
280,795,356
Michael B.G. Froman
1,148,615,138
8,644,803
3,905,813
280,795,356
Maria Elena Lagomasino
1,096,184,406
60,556,812
4,424,536
280,795,356
Calvin R. McDonald
1,139,319,432
17,886,339
3,959,983
280,795,356
Mark G. Parker
1,131,217,848
26,012,956
3,934,950
280,795,356
Derica W. Rice
1,130,847,209
26,021,804
4,296,741
280,795,356
For
Against
Abstentions
2.
Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants
1,379,477,812
58,256,177
4,227,121
For
Against
Abstentions
Broker Non-Votes
3.
Advisory vote to approve executive compensation
982,828,273
171,646,090
6,691,391
280,795,356
For
Against
Abstentions
Broker Non-Votes
4.
Shareholder proposal requesting an annual report disclosing information regarding the Company’s lobbying policies and activities
378,276,292
725,467,089
57,422,373
280,795,356
For
Against
Abstentions
Broker Non-Votes
5.
Shareholder proposal requesting amendment of the Company’s governing documents to lower the stock ownership threshold to call a special meeting of shareholders
457,465,264
696,484,981
7,215,509
280,795,356
For
Against
Abstentions
Broker Non-Votes
6.
Shareholder proposal requesting a diligence report evaluating human rights impacts
405,614,495
697,170,325
58,380,934
280,795,356
For
Against
Abstentions
Broker Non-Votes
7.
Shareholder proposal requesting a report on both median and adjusted pay gaps across race and gender
686,478,918
464,919,023
9,767,813
280,795,356
For
Against
Abstentions
Broker Non-Votes
8.
Shareholder proposal requesting a workplace non-discrimination audit and report
30,562,100
1,112,197,873
18,405,781
280,795,356
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.