0000902664-24-002629.txt : 20240327 0000902664-24-002629.hdr.sgml : 20240327 20240327060114 ACCESSION NUMBER: 0000902664-24-002629 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240327 DATE AS OF CHANGE: 20240327 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Walt Disney Co CENTRAL INDEX KEY: 0001744489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 830940635 STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38842 FILM NUMBER: 24785630 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: (818) 560-1000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: TWDC Holdco 613 Corp. DATE OF NAME CHANGE: 20180702 FORMER COMPANY: FORMER CONFORMED NAME: TWDC Holdco 613 Corp DATE OF NAME CHANGE: 20180622 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIAN FUND MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001345471 ORGANIZATION NAME: IRS NUMBER: 203454182 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Trian Fund Management, L.P. DATE OF NAME CHANGE: 20051128 DFAN14A 1 p24-1310dfan14a.htm THE WALT DISNEY COMPANY

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant     ☐

Filed by a Party other than the Registrant     ☑

Check the appropriate box:

 

☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☑ Definitive Additional Materials
☐ 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., in connection with its solicitation of proxies for the 2024 annual meeting of shareholders of The Walt Disney Company (the “Company”), may publish the material filed herewith as Exhibit 1 (the “Website Material”), or portions thereof, to its website, www.RestoretheMagic.com, or to its X (formerly known as Twitter), LinkedIn, Facebook, Instagram, Reddit and YouTube pages or various other social media channels, or may otherwise disseminate the Website Material to the Company’s shareholders.

 
 

Exhibit 1

CNBC

Jim Cramer (Reporter):

“[Disney] stock has been a horror show for ages, and the Board hadn’t really been doing its job until Nelson Peltz…decided to launch a proxy fight.”

Source: Mad Money dated March 25, 2024

Bloomberg

Scarlet Fu (Reporter):

“[Nelson Peltz] is gaining the support of a number of business leaders in his bid to join the Disney board. Institutional Shareholder Services, an influential shareholder advisory firm, has [also] supported Peltz in its recent report.”

 

Source: Bloomberg Markets: The Close dated March 21, 2024

 

Los Angeles Times

Ryan Faughnder (Reporter):

“...[Nelson] Peltz isn’t the type of investor to get in for a quick flip. He’s known, instead, for taking long-term positions in companies. And some corporate leaders who fought to avoid Peltz joining their boards ended up praising him after he succeeded.”

 

Source: Will Nelson Peltz’s Disney proxy campaign prove to be a costly distraction? Dated March 19, 2024

Reuters

Jen Saba (Reporter):

“A good corporate board ought to make the company’s chief executive feel a little uncomfortable. For that reason, investors in Walt Disney would be smart to vote activist Nelson Peltz onto the $200 billion entertainment firm’s board when they get the chance on April 3.”

 

Source: Disney’s CEO still has time to be a hero dated March 20, 2024