Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549 FORM 8-K/A     CURRENT REPORT   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of Earliest Event Reported):  April 17, 2024 ( April 3, 2024 )   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 , California 91521 (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. ☐ Explanatory Note This Current Report on Form 8-K/A is being filed by The Walt Disney Company (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on April 9, 2024 (the “Original Form 8-K”) to announce the preliminary results of the Company’s 2024 Annual Meeting of Shareholders held on April 3, 2024 (the “Annual Meeting”). This Amendment is being filed to disclose the final, certified voting results reported by First Coast Results, Inc., the independent Inspector of Election for the Annual Meeting (the “Inspector of Election”).  Pursuant to Instruction 1 to Item 5.07 of Form 8-K, this Amendment is being filed solely to disclose the final voting results that had not been determined at the time of the filing of the Original Form 8-K and, except for as set forth herein, this Amendment does not modify or update any other disclosure contained in the Original Form 8-K. Item 5.07  Submission of Matters to a Vote of Security Holders.   (a-b) The final results of voting received from the Inspector of Election on each of the matters submitted to a vote of security holders during the Annual Meeting are as follows. 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. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker and Derica W. Rice.           For   Against   Abstentions     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.           For   Against   Abstentions   Broker Non-Votes 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.           For   Against   Abstentions   Broker Non-Votes 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.           For   Against   Abstentions   Broker Non-Votes 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.           For   Against   Abstentions   Broker Non-Votes 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.           For   Against   Abstentions   Broker Non-Votes 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.           For   Against   Abstentions   Broker Non-Votes 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.           For   Against   Abstentions   Broker Non-Votes 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.           For   Against   Abstentions   Broker Non-Votes 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.   No other matters were properly presented for consideration or shareholder action at the Annual Meeting. 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.     The Walt Disney Company           By: /s/ Jolene E. Negre       Name: Jolene E. Negre       Title: Associate General Counsel and Secretary              Dated: April 17, 2024