01—Abstract
Summary
Summary of the 8-K filed November 29, 2023. Cited figures are marked; the original filing is the authoritative source.
The Walt Disney Company (DIS) has filed an 8-K report detailing changes to its Board of Directors.
The company announced the election of two new independent directors, D. Jeremy Darroch and James P. Gorman, effective in January and February 2024, respectively.
These appointments will temporarily increase the Board's size to 13 directors before reducing to 12 at the 2024 annual meeting. Mr. Darroch will join the Audit Committee, and Mr. Gorman will be part of the Succession Planning Committee, indicating a focus on financial oversight and leadership continuity. Concurrently, the report notes that current director Francis A. deSouza will not stand for re-election at the upcoming 2024 annual meeting, marking a change in the board's composition.
These strategic additions and departures are presented as standard director appointments and non-renewals, with both new directors receiving customary compensation and entering into standard indemnification agreements. Investors should monitor the impact of these new board members on the company's governance and strategic direction.
02—Key points
Key Highlights
- Election of D. Jeremy Darroch as a new director, effective January 9, 2024.
- Appointment of D. Jeremy Darroch to the Board's Audit Committee.
- Election of James P. Gorman as a new director, effective February 5, 2024.
- Appointment of James P. Gorman to the Board's Succession Planning Committee.
- Temporary increase in Board size from 11 to 13 directors to accommodate new members.
- Director Francis A. deSouza will not seek re-election at the 2024 annual meeting.
03—Questions
Frequently Asked Questions
Who are the new directors joining Disney's Board?
D. Jeremy Darroch and James P. Gorman have been elected as new directors. Mr. Darroch's appointment is effective January 9, 2024, and Mr. Gorman's is effective February 5, 2024.
What committees will the new directors serve on?
D. Jeremy Darroch will serve on the Audit Committee, and James P. Gorman will serve on the special Succession Planning Committee.
Why is the Board size changing?
The Board size is increasing temporarily from 11 to 13 directors to accommodate the newly elected members. It will be reduced back to 12 directors effective at the 2024 annual meeting of shareholders. This increase accounts for the transition period and the departure of Francis A. deSouza.
Who is leaving the Board?
Francis A. deSouza, a current director, has informed the company that he will not stand for re-election at the 2024 annual meeting and will cease to be a director at that time.
04—Continue