Walt Disney : Proxy Statement (definitive)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

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• o Preliminary Proxy Statement

• o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• ý Definitive Proxy Statement

• o Definitive Additional Materials

• o Soliciting Material under §240.14a-12

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The Walt Disney Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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January 11, 2019

Dear Fellow Shareholder,

I am pleased to invite you to our 2019 Annual Meeting of shareholders, which will be held on Thursday, March 7, 2019, at 10 a.m. at the Stifel Theatre in St. Louis, Missouri.

At the meeting, we will be electing nine members of our Board of Directors. We will also be considering ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accountants, an advisory vote to approve executive compensation, and two shareholder proposals.

You may vote your shares using the Internet or the telephone by following the instructions on page 70 of the proxy statement. Of course, you may also vote by returning a proxy card or voting instruction form if you received a paper copy of this proxy statement.

If you wish to attend the meeting in person, you will need to obtain an admission ticket in advance. You can obtain a ticket by following the instructions on page 71 of the proxy statement. If you cannot attend the meeting, you can still listen to the meeting, which will be webcast and available on our Investor Relations website.

Thank you very much for your continued interest in The Walt Disney Company.

Sincerely,

Robert A. Iger

Chairman and Chief Executive Officer

​

​ The Walt Disney Company Notice of 2018 Annual Meeting

The 2019 Annual Meeting of shareholders of The Walt Disney Company will be held:

Thursday, March 7, 2019 10:00 a.m. Local Time

The Stifel Theatre

1400 Market Street

St. Louis, Missouri 63103

The items of business are:

• 1. Election of the nine nominees named in the proxy statement as Directors, each for a term of one year.

• 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal 2019.

• 3. Consideration of an advisory vote to approve executive compensation.

• 4. Consideration of up to two shareholder proposals, if presented.

Shareholders of record of Disney common stock (NYSE: DIS) at the close of business on January 7, 2019, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available at the offices of the Company in Burbank, California.

As previously announced, Disney has entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 20, 2018, among Disney, Twenty-First Century Fox, Inc., TWDC Holdco 613 Corp. ("New Disney"), WDC Merger Enterprises I, Inc., and WDC Merger Enterprises II, Inc. Subject to the terms and conditions set forth in the Merger Agreement, Disney will, upon closing of the transactions contemplated by the Merger Agreement, become a wholly-owned subsidiary of New Disney. If the transactions close prior to March 7, 2019, the meeting held on March 7, 2019 will be the 2019 Annual Meeting of shareholders of New Disney and this notice of meeting will be deemed to have been provided in respect of the 2019 Annual Meeting of shareholders of New Disney. In such case, shareholders of Disney as of the Record Date will be entitled to attend the 2019 Annual Meeting of shareholders of New Disney, and votes cast by shareholders of Disney in proxy or in person will constitute instructions to Disney (as the sole shareholder of New Disney as of the Record Date) to vote its shares of New Disney at the meeting. Disney will in that case vote its shares of New Disney in proportion to the votes cast by Disney shareholders.

The closing of the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement and there can be no assurance as to when or if the transactions will close.

January 11, 2019 Burbank, California

Alan N. Braverman

Senior Executive Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on March 7, 2019

The proxy statement and annual report to shareholders and the means to vote by Internet are available atwww.ProxyVote.com/Disney .

Your Vote is Important

Please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning the Proxy Card mailed to those who receive paper copies of this proxy statement.

Table of Contents
Table of Contents
1
Corporate Governance and Board Matters	11
Governing Documents	11
The Board of Directors	11
Board Leadership	11
Committees	12
The Board's Role in Risk Oversight	13
Director Selection Process	14
Director Independence	15
Certain Relationships and Related Person Transactions	16
Shareholder Communications	17
Director Compensation	18
Executive Compensation	21
Compensation Discussion and Analysis	21
Executive Compensation Program Structure	21
2018 Compensation Decisions	30
Compensation Committee Report	38
Compensation Tables	39
Audit-Related Matters	58
Audit Committee Report	58
Policy for Approval of Audit and Permitted Non-audit Services	59
Auditor Fees and Services	59
Items to Be Voted On	60
Election of Directors	60
Ratification of Appointment of Independent Registered Public Accountants	65
Advisory Vote on Executive Compensation	65
Shareholder Proposals	66
Other Matters	69
Information About Voting and the Meeting	70
Shares Outstanding	70
Voting	70
Attendance at the Meeting	71
Other Information	72
Stock Ownership	72
Section 16(a) Beneficial Ownership Reporting Compliance	73
Electronic Availability of Proxy Statement and Annual Report	73
Mailings to Multiple Shareholders at the Same Address	73
Proxy Solicitation Costs	74
Annex A - Reconciliation of Non-GAAP Measures	A-1

Proxy Summary

The Walt Disney Company (500 South Buena Vista Street, Burbank, California 91521) is providing you with this proxy statement relating to its 2019 Annual Meeting of shareholders. We began mailing a notice on January 11, 2019 containing instructions on how to access this proxy statement and our annual report online, and we also began mailing a full set of the proxy materials to shareholders who had previously requested delivery of the materials in paper copy. References to "the Company", "Disney" or "our" in this Proxy Statement refer to The Walt Disney Company (or, unless the context otherwise requires, with respect to events occurring after the completion of the transactions contemplated by the Merger Agreement, to New Disney (as each such term is defined in the foregoing Notice of 2019 Annual Meeting)) and, as applicable, its consolidated subsidiaries.

The Walt Disney Company Notice of 2019 Annual Meeting and Proxy Statement