8-KThe WireRoutine
Shareholder Vote
Filed Apr 4, 2023 · 3y ago · Accession 0001744489-23-000071
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 3, 2023
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. ¨
________________________________________________________________________
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 April 3, 2023 are as follows.
1. Election of Directors: For Against Abstentions Broker
Non-Votes
Mary T. Barra 1,082,712,132 40,260,933 29,260,272 246,275,740
Safra A. Catz 1,124,101,969 21,860,641 6,270,727 246,275,740
Amy L. Chang 1,102,103,322 20,694,100 29,435,915 246,275,740
Francis A. deSouza 1,092,226,941 30,390,418 29,615,978 246,275,740
Carolyn N. Everson 1,127,907,213 20,392,822 3,933,302 246,275,740
Michael B.G. Froman 1,091,045,671 31,309,882 29,877,784 246,275,740
Robert A. Iger 1,111,066,881 38,023,424 3,143,032 246,275,740
Maria Elena Lagomasino 1,045,572,065 77,145,634 29,515,638 246,275,740
Calvin R. McDonald 1,090,864,368 31,294,850 30,074,119 246,275,740
Mark G. Parker 1,045,824,057 76,772,979 29,636,301 246,275,740
Derica W. Rice 1,060,805,797 61,304,069 30,123,471 246,275,740
For Against Abstentions
2. Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants 1,311,359,484 57,138,272 30,011,320
For Against Abstentions Broker
Non-Votes
3. Advisory vote to approve executive compensation 994,691,796 125,442,603 32,098,938 246,275,740
One Year Two Years Three Years Abstentions Broker
Non-Votes
4. Advisory vote on the frequency of advisory votes on executive
compensation 1,126,746,433 3,853,470 15,468,333 6,165,100 246,275,740
For Against Abstentions Broker
Non-Votes
5. Shareholder proposal requesting a report on operations related to China 82,010,559 1,024,266,893 45,955,885 246,275,740
For Against Abstentions Broker
Non-Votes
6. Shareholder proposal requesting charitable contributions disclosure 85,360,199 1,062,900,765 3,972,373 246,275,740
For Against Abstentions Broker
Non-Votes
7. Shareholder proposal requesting a political expenditures report 417,542,731 731,761,347 2,929,258 246,275,740
(d) On April 3, 2023, following the Registrant’s annual meeting of shareholders, the Board of Directors adopted a resolution providing that an advisory vote on executive compensation would be presented for a vote by shareholders of the Registrant at each annual shareholder meeting until such time as the Board of Directors determines to change the frequency of such votes.
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.
The Walt Disney Company
By: /s/ Jolene E. Negre
Jolene E. Negre
Associate General Counsel and Secretary
Dated: April 4, 2023
Filing details
- Company
- Walt Disney Co
- Ticker
- DIS
- CIK
- 1744489
- Form type
- 8-K
- Filing date
- Apr 4, 2023
- Report date
- Apr 3, 2023
- Document
- dis-20230403.htm
- Size
- 240 KB