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18/01/2024

The Walt Disney Company has nominated 12 directors to be elected at the upcoming annual meeting of shareholders.

 

The Walt Disney Company


The Board of Directors of The Walt Disney Company (NYSE: DIS) has released a list of 12 proposed nominees for election at its 2024 Annual Shareholder Meeting. These recommendations are included in preliminary materials filed with the Securities and Exchange Commission.

The Board of Directors unanimously advised shareholders to support Mary T. Barra, Safra A. Katz, Amy L. Chang, and Dr. Jeremy Darroch, Carolyn N. Iverson, and Michael P. Gee. Froman, James B. Gorman, Robert A. Egger, Maria Elena Lagomasino, Calvin R. McDonald, Mark J. Parker, and Dereka W. Rice.

Director candidates have extensive knowledge in successfully executing strategic objectives and increasing shareholder value across a broad range of businesses. They possess a diverse set of skills, experiences and professional backgrounds that bring diverse perspectives and characteristics that are highly relevant to Disney's business and strategic goals. Parker, Chairman of Disney, also serves as CEO of NIKE, Inc. Disney's former Chairman, President and CEO was Iger, who now serves as CEO. Barra serves as Chairman and CEO of General Motors. Katz is CEO of Oracle Corp. Zhang, former president of Cisco Systems, Inc., is now associated with the company. Google and Procter & Gamble Co. currently have a joint director, while Iverson previously held senior executive positions at Instacart and Meta Platforms, Inc. Microsoft Corporation and a director who currently serves on the Board of Directors of The Coca-Cola Co. Also serving on the board are Froman, chairman of the Council on Foreign Relations and previously holding positions at Mastercard Inc., Lagomasino, CEO of WE Family Offices and former executive at JP Morgan and Chase Manhattan Bank, McDonald, CEO of lululemon athletica Inc., and Rice, Former CEO of CVS Health Corp. Eli Lilly and Company. The person in question currently serves as a director of Carlyle Group Inc., Bristol-Myers Squibb Co., and Target Corp.

 Board members have been constantly replaced, with an emphasis on selecting directors whose industry knowledge enhances the company's strategic goals. This marks the recent inclusion of Darroch, who was previously executive chairman and CEO of Sky Group, and Gorman, who was previously executive chairman, chairman and CEO of Morgan Stanley. Both individuals will stand for election at the next annual meeting.

 The current average term of the Council is six years, with seven out of twelve members serving for less than six years. In addition, an independent Chairman leads the Board of Directors.

The nominees were selected to demonstrate Disney's continued dedication to having a dedicated Board of Directors that prioritizes the company's long-term performance, strategic growth plans, succession planning, and enhancing shareholder value.

The Board is not supporting the nominations made by Trian Fund Management, L.P. for Nelson Peltz and James Rasulo. and the Trian Group, which is led by Nelson Peltz and includes former Disney executive Isaac Perlmutter, and their associated organizations. The Board is advising shareholders to refrain from voting for the Trian Group nominees and to oppose a proposal from the Trian Group to amend the Company Bylaws.

Individually, the Board is not supporting Craig Hatkoff, Jessica Schell, and Leah Solivan as directors, as proposed by Blackwells Onshore I LLC, Blackwells Capital LLC, and Jason Aintabi (known as the "Blackwells Group"). The Board advises shareholders to refrain from voting for the Blackwells Group nominees. The Board is also advising shareholders to decline a related proposition put forth by the Blackwells Group.

 

To find out more about the Board's suggestions to vote in favor of Disney's candidates and against the Trian Group's and the Blackwells Group's candidates, please consult Disney's preliminary proxy statement submitted to the Securities and Exchange Commission today.


The Walt Disney


Predictions for the future

 

 Some statements in this communication may be considered "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. These statements may include discussions about the Board's priorities and the Company's expectations, beliefs, plans, strategies, financial prospects, outlook, future shareholder value, priorities, or performance. Additionally, this includes statements that are not based on historical facts. These statements are provided based on the Company's beliefs and assumptions about future events, performance, and business plans at the time of the statements. The company is not obligated to update these statements unless it is mandated by laws or regulations, and it is advised that you not overly depend on forward-looking statements.

The actual outcomes may vary significantly from what is explicitly stated or indirectly suggested. Such differences in financial performance may stem from actions taken by the Company, such as restructuring or strategic initiatives, or other business decisions, as well as from external factors beyond the Company's control, such as subsequent events occurring, worsening domestic or global economic conditions, failure of conditions to improve as expected, which may include increased inflation, volatility in capital markets, fluctuations in interest rates and currency exchange rates, and economic slowdowns or recessions. Further factors that could influence the Company's performance include intensified competition, consumer preferences and acceptance of the Company's content and offerings, pricing models and potential price increases, additions and departures of subscribers, and the state of the advertising and sales market for the Company's direct-to-consumer services and linear networks. Additionally, health concerns and their impact on the Company's businesses could also play a role ; international political or military events, laws and regulations updates, advancements in technology, workforce and labor market situations, such as strikes or work disruptions, unfavorable weather conditions or natural catastrophes, and the accessibility of content. These advancements could have additional impacts on industries related to entertainment, travel, and leisure. They could affect various aspects such as our operations, business plans, and profits, especially in terms of direct-to-consumer profitability. It could also influence the advantages we expect from our Board composition, demand for our products and services, the performance of our content, and our ability to create or acquire desirable content at a cost we deem appropriate. Furthermore, it may impact the advertising market for programming, income tax expenses, and the performance of all or certain branches of our company, either directly or through their influence on product distributors. Other elements can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, specifically mentioned in sections titled "Risk Factors", "Review and Evaluation of Financial Status and Performance" and "Enterprise Operations", additionally, the Company's subsequent filings with the Securities and Exchange Commission (the "SEC"), including quarterly reports on Form 10-Q, also provide further information.

 

Additional details and sources to locate them

 

Disney has submitted a preliminary proxy statement to the Securities and Exchange Commission (SEC) regarding their request for proxies for Disney's 2024 Annual Shareholders Meeting. This statement includes a White proxy card. The proxy statement is currently in an initial draft and Disney plans to submit and send a final version of the proxy statement to Disney shareholders. Investors and individuals who hold securities are encouraged to thoroughly read the proxy statement, along with any amendments or supplements, that have been filed by Disney. They should also carefully review any other relevant documents that have been submitted to the Securities and Exchange Commission (SEC). These materials contain, or will contain, significant information regarding any requests or appeals that are being made. Investors and individuals with ownership in the company can obtain copies of these documents, as well as other documents filed with the Securities and Exchange Commission (SEC), from Disney for no cost. These can be accessed through the SEC website at www.sec.gov. You can also find free copies of the documents submitted by Disney on their website.

 

The Walt Disney


People taking part 

 

Disney, along with its directors, executive officers, and other members of management and employees, will actively engage in seeking proxies for a solicitation initiated by Disney. Details regarding the executive officers and directors of Disney can be found in the preliminary proxy statement for the company's 2024 Annual Meeting. This statement was submitted to the SEC on January 16, 2024 and will be included in Disney's official proxy statement when it becomes accessible. If the ownership of Disney securities by our directors and executive officers mentioned in the proxy statement for the 2024 Annual Meeting has undergone any modifications, these changes have been or will be documented in Statements of Change in Ownership submitted to the SEC through Forms 3, 4, or 5. These documents can be accessed for free on the SEC'swebsite .


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