SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 27, 2021
The Walt Disney Company
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction ||(Commission File Number)||(IRS Employer |
|of incorporation)||Identification No.)|
500 South Buena Vista Street
Burbank, California 91521
(Address of Principal Executive Offices and Zip Code)
(Registrant’s telephone number, including area code)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, $0.01 par value||DIS||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On May 27, 2021, the Board of Directors (the “Board”) of The Walt Disney Company (the “Company”) elected Amy L. Chang and Calvin R. McDonald as Directors, effective immediately. Ms. Chang was appointed to the Governance and Nominating Committee of the Board. Mr. McDonald was appointed to the Compensation Committee of the Board.
Ms. Chang and Mr. McDonald will participate in the compensation program for non-employee Directors as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC in connection with the Company’s 2021 annual meeting of shareholders. Each of Ms. Chang and Mr. McDonald has also entered into an indemnification agreement in the form filed as Exhibit 10.22 to the Company’s Form 10-K filed with the SEC on November 25, 2020.
Neither Ms. Chang nor Mr. McDonald is a party to any arrangement or understanding with any person pursuant to which she or he was elected as a Director, nor a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing the election of Ms. Chang and Mr. McDonald to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ||The Walt Disney Company|
|By:|| ||/s/ Jolene E. Negre|
| ||Jolene E. Negre|
| ||Associate General Counsel and Assistant Secretary|
Dated: May 27, 2021