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10-K/APeriod: FY2022

Walt Disney Co Annual Report (Amendment), Year Ended Oct 1, 2022

Filed January 24, 2023For Securities:DIS

Summary

This 10-K filing from The Walt Disney Company, filed on January 24, 2023, pertains to the fiscal year ending September 30, 2022. The filing primarily details the company's Board of Directors, executive officers, and corporate governance practices. It highlights the extensive experience and diverse skill sets of the board members, many of whom hold leadership positions at major corporations across technology, automotive, retail, and finance sectors. This diverse expertise is presented as being crucial for guiding Disney's strategic direction in a rapidly evolving media and entertainment landscape. The report also delves into executive and director compensation, outlining the structure of incentive plans and the rationale behind compensation decisions. It emphasizes a focus on "pay for performance," with a significant portion of executive compensation tied to company performance and shareholder value creation. The company details the compensation of its named executive officers (NEOs) for fiscal year 2022, including salary, bonuses, and equity awards, while also noting recent leadership changes, such as the re-appointment of Bob Iger as CEO. The filing assures shareholders of robust corporate governance mechanisms, including independent director oversight, audit committee responsibilities, and adherence to strict ethical standards.

Financial Statements
Beta
Revenue$82.72B
SG&A Expenses$16.39B
Operating Expenses$75.95B
Operating Income$12.12B
Interest Expense-$1.55B
Net Income$3.15B
EPS (Basic)$1.73
EPS (Diluted)$1.72
Shares Outstanding (Basic)1.82B
Shares Outstanding (Diluted)1.83B

Key Highlights

  • 1The report details the composition and expertise of the Walt Disney Company's Board of Directors, emphasizing their diverse backgrounds in technology, finance, retail, and consumer goods, which are deemed critical for navigating the company's strategic challenges.
  • 2Significant focus is placed on executive and director compensation, with a clear emphasis on aligning executive pay with company performance and shareholder value through performance-based awards and rigorous retention guidelines.
  • 3The company outlines its executive compensation philosophy, which prioritizes attracting and retaining top talent while ensuring a substantial portion of compensation is 'at risk' and tied to both short-term and long-term performance metrics.
  • 4The filing provides detailed information on director compensation for fiscal year 2022, including annual retainers, stock grants, and other benefits, underscoring the significant equity ownership encouraged for non-employee directors.
  • 5Recent leadership changes are highlighted, including the return of Bob Iger as CEO and the appointment of Carolyn Everson to the Board, reflecting strategic adjustments in leadership.
  • 6The company details its robust corporate governance framework, including the roles and responsibilities of the Board and its committees (Audit, Compensation, Governance and Nominating), and its commitment to director independence.
  • 7The report addresses executive compensation structures and decisions for fiscal year 2022, detailing salary, bonus payouts, and equity awards for Named Executive Officers (NEOs), while also discussing severance arrangements for departing executives like Bob Chapek.

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