Filing Overview
The Walt Disney Company filed this Form 8-K on March 11, 2020, reporting the results of its annual meeting of shareholders held that day. The filing is not a quarterly or annual financial report and does not provide financial statements or operating-period results.
Meeting Results
| Proposal | Result |
|---|---|
| Election of nine directors | All nominees were elected. |
| Ratification of PricewaterhouseCoopers LLP as independent registered public accountants | Approved. |
| Advisory vote on executive compensation | Approved, with 650.5 million votes for and 557.9 million against. |
| Amendment to the Amended and Restated 2011 Stock Incentive Plan | Approved. |
| Shareholder proposal regarding annual disclosure of lobbying policies and activities | Rejected, with 406.4 million votes for and 799.5 million against. |
Financial Metrics and Capital Position
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating and financial metrics.
Material Changes and Management Commentary
The principal disclosed changes are governance-related: shareholder approval of the stock incentive plan amendment and the advisory executive-compensation resolution, along with rejection of the lobbying-disclosure proposal. The filing contains no management commentary, outlook, contingencies, or unusual financial items.
Investor Verification Items
- Verify the detailed voting totals for each director nominee, including broker non-votes.
- Review the amended and restated 2011 Stock Incentive Plan, filed as Exhibit 10.1.
- Consider the relatively close advisory compensation vote when evaluating shareholder support for executive pay practices.
- Use Disney’s subsequent periodic filings for financial performance, liquidity, debt, COVID-19 impacts, and forward guidance, none of which are addressed in this filing.