UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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The Walt Disney Company
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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The Walt Disney Company will begin distribution of the following letter to shareholders:
MARCH 25, 2024 OH, NELSON
Disclaimer Forward - Looking Statements Certain statements in this presentation may constitute “forward - looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations; beliefs; plans; strategies; priorit ie s and opportunities; future performance; business or financial prospects or outlook; future shareholder
value; expected growth and value creation; profitability, including with respect to att endance at theaters and the success of Disney's streaming platform; investments; capital allocation, including dividends and sha re repurchases; financial
performance; earnings expectations; expected drivers and guidance, including future adjusted EPS, free cash flow and funding sources; expected bene fit s of new initiatives; cost reductions and efficiencies; content, products, experiences or
service offerings (including timing an d nature); priorities or performance; businesses and assets; future investments and creative output; collaborations; expected benefits; and other statements that are not historical in na tur e. These
statements are made on the basis of the Company’s views and assumptions regarding future events and business performance and plans as of the time the statements ar e made. The Company does not undertake any obligation to update these statements
unless required by applicable laws or regulations, a nd you should not place undue reliance on forward - looking statements. Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the
C omp any, including restructuring or strategic initiatives (including capital investments, asset acquisitions or dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the
content we create and intellectual property we invest in, our pricing deci sio ns, our cost structure and our management and other personnel decisions), our ability to quickly execute on cost rationalizat ion while preserving revenue, the discovery
of additional information or other business decisions, as well as from developments beyond the Company’s control, including: the occurrence of subsequent events; deterioration in domestic or global economic conditions or failure of conditions to
improve as anticipated , including heightened inflation, capital market volatility, interest rate and currency rate fluctuations and economic slowdown or recession; deterioration in or pressures from competiti ve conditions, including competition
to create or acquire content, competition for talent and competition for advertising revenu e, consumer preferences and acceptance of our content and offerings, pricing model and price increases, and corresponding subscriber additions and churn,
and the market for advertisin g a nd sales on our direct - to - consumer services and linear networks; health concerns and their impact on our businesses and producti ons; international, political or military developments; regulatory or legal
developments; technological developments; labor markets and activities, including work stoppages; adverse we ather conditions or natural disasters; and availability of content. Such developments may further affect entertainment, trave l a nd
leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability, including direct - to - consumer profitability; our expected benefits of the composition of the
Board; demand for our products and services; the performance o f the Company’s content; our ability to create or obtain desirable content at or under the value we assign the content; the advertising market for programming; income tax expense; and
performa nce of some or all Company businesses either directly or through their impact on those who distribute our products. Additional factors are set forth in the Company’s Annual Report on Form 10 - K for the year ended September 30, 2023,
including un der the captions “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Bu siness”, and subsequent filings with the Securities and Exchange Commission (the “SEC”), including, among
others, quarterly reports on Form 10 - Q. Additional Information and Where to Find it Disney has filed with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respe ct to its solicitation of proxies
for Disney’s 2024 Annual Meeting of Shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO REA D THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY DISNEY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR EN TIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obt ain copies of these documents and other documents filed with the SEC by Disney free of charge through
the website maintained by t he SEC at www.sec.gov. Copies of the documents filed by Disney are also available free of charge by accessing Disney’s website a t w ww.disney.com/investors Participants Disney, its directors and executive officers and
other members of management and employees will be participants in the solici tat ion of proxies with respect to a solicitation by Disney. Information about Disney’s executive officers and directors is avail abl e in Disney’s definitive proxy
statement for its 2024 Annual Meeting, which was filed with the SEC on February 1, 2024. To the extent holdings by our directors and executive officers of Dis ney securities reported in the proxy statement for the 2024 Annual Meeting have changed,
such changes have been or will be re fle cted on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov
Nelson Peltz demonstrates again how ill - equipped he is to serve on Disney's Board Source: FT, Lunch with the FT, 03/22/24 THINGS PELTZ ACTUALLY SAID TO A
JOURNALIST PROFILING HIM FOR THE FT • Imagine the damage Peltz would do in Disney’s boardroom with these perspectives • Disney believes several things should be abundantly clear to shareholders after reading Peltz’s “Lunch with the FT” . Peltz,
including his silent partner Ike Perlmutter, would harm Disney and jeopardize our strategic transformation . Peltz brings no additive skills to the Board , doesn’t understand our business and has no plan to create shareholder value . One of Peltz’s
ideas is to establish a bureaucratic “Board - led review of creative processes and structure” … the surest way to impede our creative progress is oversight from an 81 - year - old hedge fund manager with no creative experience . Kevin Feige has an
unparalleled track record at Marvel, generating ~ $30bn in global box office , making him the highest grossing producer of all - time Disney’s strategic transformation is working Our Board and management are delivering on our commitments to create
superior, sustainable shareholder value Do not let Nelson Peltz drive us off course with his outdated beliefs, uninformed ideas, and self - serving agenda " What sense is being a billionaire if you’re not a bully ?” " Why do I have to have a Marvel
that’s all women? Not that I have anything against women, but why do I have to do that ?” “ Why do I need an all - Black cast ?” “I’m not ready to say that [Kevin Feige should be fired], but I question his record .” On Marvel’s unparalleled
success: ~$1.3bn in global box office: ~$2.2bn in global box office: On allegations he is a bully: A logo of a movie Description automatically generated A red and gold text Description automatically generated
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