SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant o

Filed by a Party other than the Registrant x

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

x Definitive Additional Materials

o Soliciting Material Under Rule 14a-12

The Walt Disney Company

(Name of Registrant as Specified in Its Charter)

Trian Fund Management, L.P.

Trian Fund Management GP, LLC

Nelson Peltz

Peter W. May

Matthew Peltz

Josh Frank

James A. Rasulo

Trian Partners, L.P.

Trian Partners Parallel Fund I, L.P.

Trian Partners Master Fund, L.P.

Trian Partners Co-Investment Opportunities Fund, Ltd.

Trian Partners Fund (Sub)-G, L.P.

Trian Partners Strategic Investment Fund-N, L.P.

Trian Partners Strategic Fund-G II, L.P.

Trian Partners Strategic Fund-K, L.P.

Isaac Perlmutter

The Laura & Isaac Perlmutter Foundation Inc.

Object Trading Corp.

Isaac Perlmutter T.A.

Zib Inc.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

From time to time, Trian Fund Management, L.P. (“Trian”), in connection with its solicitation of proxies for the 2024 annual meeting of shareholders of The Walt Disney Company (the “Company”), may:

· publish the post filed herewith as Exhibit 1 (the “Social Media Post”) to its X (formerly known as Twitter), LinkedIn, Facebook, Instagram, Reddit and YouTube pages (the “Social Media Pages”) or various other social media channels or to its website, www.RestoretheMagic.com (the “Website”), or may otherwise disseminate the Social Media Post to the Company’s shareholders;

· disseminate the advertisement filed herewith as Exhibit 2 (the “Advertisement”), or portions thereof, to the Website or to the Social Media Pages or various other social media channels, or may otherwise disseminate the Advertisement to the Company’s shareholders;

· publish the material filed herewith as Exhibit 3 (the “Website Material”), or portions thereof, to the Website or to the Social Media Pages or various other social media channels, or may otherwise disseminate the Website Material to the Company’s shareholders;

· disseminate to the Company’s shareholders the communication filed herewith as Exhibit 4 (the “Communication”) and, from time to time, Trian may publish the Communication, or portions thereof, to the Website or to the Social Media Pages or various other social media channels, or may otherwise disseminate the Communication to the Company’s shareholders; and

• share the article filed herewith as Exhibit 5 (the “Article”), or portions thereof, to the Website or to the Social Media Pages or various other social media channels, or may otherwise disseminate the Article to the Company’s shareholders.

Exhibit 1

 

Exhibit 2

 

Exhibit 3

 

 

 

 

 

 

 

Exhibit 4

 

 

Exhibit 5

Advisory firm ISS tells Disney shareholders to side with Nelson Peltz in proxy fight

CNBC

By Michele Luhn

March 21, 2024

The Walt Disney company logo is displayed on the floor of the New York Stock Exchange during morning trading on Dec. 1, 2023. (Photo by Michael M. Santiago/Getty Images)

Proxy advisory firm Institutional Shareholder Services on Thursday recommended that Walt Disney shareholders elect activist investor Nelson Peltz to the board in his bitter fight against CEO Bob Iger.

Peltz and his firm, Trian Fund Management, have asked investors to nominate him and former Disney Chief Financial Officer Jay Rasulo to the board at its annual general meeting on April 3. Among other things, Peltz wants to overhaul Disney’s traditional TV channels, which he claims have been a shrinking business and a drain on shareholder value.

 “Dissident nominee Peltz, as a significant shareholder, could be additive to the succession process, providing assurance to other investors that the board is properly engaged this time around,” the ISS report said.

While siding with Peltz, ISS told shareholders not to back Rasulo in the fight, citing his previous positioning as a potential successor to Iger.

“Though we do not have any concerns about his ability to serve as an objective director, we recognize that Rasulo’s potential presence might create added friction on the board,” ISS said.

ISS slammed Disney’s board for repeatedly failing to find a new CEO to take over for Iger, who left his role as CEO in 2020 only to return to the position years later.

Trian heralded ISS’ backing as a significant victory, pointing to the advisors’ support for Peltz as an experienced director at other companies. The investment firm also highlighted that ISS recommended shareholders withhold their support for former JPMorgan Chase executive Maria Elena Lagomasino, a current Disney director whom Trian has targeted for replacement.

In response, Disney said that the recommendation from ISS “fails to acknowledge the diverse set of skills and experience on Disney’s Board,” and stressed that the proxy firm is endorsing 11 of its 12 nominees.

ISS also said shareholders should withhold their votes from a separate slate of nominees, from activist Blackwells.

The recommendation comes as Disney has lined up a number of high-profile endorsements, from the heirs of Walt and Roy Disney to JPMorgan Chase CEO Jamie Dimon and top Disney shareholder and filmmaker George Lucas.

Another proxy advisory firm, Glass Lewis, earlier this week endorsed Disney’s slate of board nominees. ISS was largely expected to follow suit.

Securing the support of ISS and Glass Lewis is crucial in activist fights. Large institutional shareholders will often — but not always — vote based on the recommendation of either of the two proxy advisory firms. Activists and management each make their case to the advisory firms, which in turn issue their opinions based on meetings with either side and their own analysis.

CNBC’s Rohan Goswami contributed to this report.