Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2022, The Walt Disney Company (the "Company") entered into a
Support Agreement (the "Support Agreement") with Third Point LLC and certain of
its affiliates (collectively, "Third Point") regarding matters relating to the
election of members of the Company's Board of Directors (the "Board") and
certain other matters. The following description of the Support Agreement does
not purport to be complete and is qualified in its entirety by reference to the
Support Agreement, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
The Company has determined to add Carolyn Everson (the "New Director") to the
Board prior to the November 2022 meeting of the Board, and Third Point supports
her addition to the Board. Pursuant to the Support Agreement, the Company
appointed the New Director to the Board as a director, effective as of November
21, 2022. Further, the Company agreed that the Company's slate of nominees for
the election of directors of the Company at the Company's 2023 annual meeting of
stockholders (the "2023 Annual Meeting") will include the New Director as a
nominee.
During the period beginning on the date of the Support Agreement and ending on
the earliest of (1) the conclusion of the Company's 2024 annual meeting of
stockholders (the "2024 Annual Meeting"), (2) April 15, 2024, (3) the date that
the New Director ceases to be a member of the Board (unless replaced with a
director mutually acceptable to the Company and Third Point), (4) the delivery
by the Company to Third Point of a notice (a "Slate Notice") of the Company's
slate of nominees for the election of directors at the 2024 Annual Meeting that
does not include the New Director, (5) the Company's failure to deliver the
Slate Notice on or prior to the date that is 30 days prior to the advance notice
deadline for making director nominations under the Company's bylaws at the 2024
Annual Meeting and (6) the Company's failure to include the New Director on the
Company's slate of nominees for the election of directors at the 2024 Annual
Meeting (the "Standstill Period"), Third Point has agreed to certain standstill
provisions, including, among other things, agreeing not to (i) acquire
beneficial ownership in excess of 2.0% of the Company's then outstanding shares
of common stock, (ii) seek the removal of any member of the Board or propose any
nominee for election to the Board, (iii) present any proposal for consideration
at any stockholder meeting or (iv) solicit any proxy or written consent of
stockholders or conduct any other type of referendum with respect to, or from
the holders of, the voting securities of the Company.
Pursuant to the Support Agreement, Third Point has also agreed during the
Standstill Period to vote its voting securities of the Company at any annual or
special meeting of stockholders or in connection with any solicitation of
stockholder action by written consent (i) in favor of the slate of directors
nominated by the Board, (ii) against the election of any nominee for director
not nominated by the Board and (iii) in accordance with the recommendation of
the Board on any precatory or non-binding proposals and any
non-transaction-related proposals that come before any stockholder meeting. The
Support Agreement also includes a mutual non-disparagement provision.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 is incorporated into this Item 5.02 by
reference.
On September 29, 2022, the Company increased the size of the Board from 11 to 12
directors and appointed the New Director as a director of the Company effective
as of November 21, 2022 with a term expiring at the 2023 Annual Meeting.
The New Director will receive the standard director compensation that the
Company provides to its non-employee directors as described in the Company's
Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on January 19, 2022.
As of the date hereof, there are no transactions between the New Director and
the Company that would be reportable under Item 404(a) of Regulation S-K.
The Board has not yet determined any potential assignments of the New Director
to any committee of the Board.
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Item 8.01 Other Events.
On September 30, 2022, the Company and Third Point jointly issued a press
release announcing the Support Agreement, a copy of which is attached as Exhibit
99.1 hereto and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
10.1 Support Agreement, dated as of September 30, 2022, by and among Third Point
LLC and certain of its affiliates and The Walt Disney Company
99.1 Press Release dated September 30, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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