8-KShareholder MattersExhibits & Filings

Walt Disney Co 8-K Report, Shareholder Vote Results (Mar 10, 2021)

Filed March 10, 2021For Securities:DIS

Summary

This 8-K filing from The Walt Disney Company (DIS) reports the final voting results from its annual shareholder meeting held on March 9, 2021. The key takeaway for investors is the overwhelming approval of director elections and the ratification of PricewaterhouseCoopers LLP as the company's registered public accountants. All director nominees received substantial support, indicating shareholder confidence in the current board's leadership and strategy. However, the filing also highlights investor sentiment on specific shareholder proposals. The proposal seeking an annual report on lobbying policies and activities, as well as the proposal to include non-management employees on director nominee lists, were both soundly rejected by shareholders. The advisory vote on executive compensation also saw a significant number of 'against' votes, suggesting a portion of shareholders have concerns regarding executive pay practices.

Key Highlights

  • 1All director nominees were elected with a significant majority of 'For' votes, demonstrating strong shareholder support for the current board.
  • 2PricewaterhouseCoopers LLP was ratified as Disney's registered public accountants with overwhelming approval.
  • 3The advisory vote on executive compensation received substantial opposition, with a notable number of 'Against' votes, indicating potential shareholder dissatisfaction.
  • 4A shareholder proposal requesting disclosure of lobbying policies and activities was rejected by a significant margin.
  • 5A shareholder proposal for the inclusion of non-management employees on Director nominee candidate lists was also overwhelmingly rejected.
  • 6The substantial number of 'Broker Non-Votes' across multiple proposals suggests that many shares held in 'street name' did not have their voting instructions provided by the beneficial owner for those specific items.

Frequently Asked Questions

Yes, all director nominees presented at the March 9, 2021 annual meeting were elected with a substantial majority of 'For' votes, indicating shareholder confidence in the board's composition.

The advisory vote on executive compensation, often referred to as 'Say-on-Pay', received significant opposition. While it passed, the number of 'Against' votes suggests that a notable portion of shareholders had concerns regarding the compensation packages awarded to executives.

Two shareholder proposals were rejected: one requesting an annual report on the company's lobbying policies and activities, and another seeking the inclusion of non-management employees on Director nominee candidate lists. Both proposals received a majority of 'Against' votes.

'Broker Non-Votes' occur when a broker holding shares in 'street name' for a beneficial owner has not received voting instructions from the owner for a particular proposal. This often happens on routine matters where brokers can vote undirected shares, but on controversial or specific proposals, they must abstain if no instructions are given. The high number of broker non-votes suggests that many shareholders holding shares through intermediaries did not provide specific voting instructions for some of the proposals.