8-KLeadership ChangesExhibits & Filings

Walt Disney Co 8-K Report, Executive Changes (Nov 12, 2025)

Filed November 12, 2025For Securities:DIS

Summary

The Walt Disney Company (DIS) announced an amendment to the employment agreement for its Senior Executive Vice President and Chief Financial Officer, Hugh F. Johnston. This amendment primarily focuses on extending Mr. Johnston's tenure and enhancing his long-term equity compensation. Investors should note that this filing signifies continued confidence in Mr. Johnston's leadership, particularly in financial strategy, as the company extends his contract and increases his incentive awards. The key change is the extension of Mr. Johnston's employment agreement to January 31, 2029, ensuring stability in the CFO role. Furthermore, his target long-term equity incentive award value has been increased to $16,500,000 annually, beginning in the current fiscal year. Importantly, this amendment does not alter his current base salary or annual bonus targets, signaling a focus on performance-based, long-term incentives. The provisions regarding termination benefits for specified equity awards provide clarity for Mr. Johnston regarding continued vesting and exercisability under certain conditions.

Key Highlights

  • 1Extension of CFO Hugh F. Johnston's employment agreement to January 31, 2029.
  • 2Increase in Mr. Johnston's target annual long-term equity incentive award to $16,500,000, commencing with the current fiscal year.
  • 3No change to Mr. Johnston's current base salary or target annual bonus opportunity.
  • 4Amendment provides specific provisions for continued vesting/exercisability of equity awards upon termination after December 31, 2026, treated as termination upon scheduled expiration.
  • 5This amendment suggests confidence in the CFO's continued contribution and financial leadership.
  • 6The filing is an 8-K, indicating a material event has occurred.
  • 7Exhibit 10.1 contains the full text of the second amendment to the employment agreement.

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