Notice of 2022 Annual Meeting

The 2022 annual meeting of shareholders of The Walt Disney Company will be held:

WEDNESDAY, MARCH 9, 2022 10:00 A.M. PACIFIC TIME virtually at www.virtualshareholdermeeting.com/DIS2022

 

PROPOSAL		FOR MORE INFORMATION		BOARD RECOMMENDATION
Proposal 1: Election of the eleven nominees named in the proxy statement as Directors, each for a term of one year.		Page 72						For each nominee
Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal 2022.		Page 73						For
Proposal 3: Consideration of an advisory vote to approve executive compensation.		Page 74						For
Proposal 4: Shareholder proposal, if properly presented at the meeting, requesting an annual report disclosing information regarding lobbying policies and activities.		Pages 75-76						Against
Proposal 5: Shareholder proposal, if properly presented at the meeting, requesting amendment of the Company’s governing documents to lower the stock ownership threshold to call a special meeting of shareholders.		Pages 77-78						Against
Proposal 6: Shareholder proposal, if properly presented at the meeting, requesting a diligence report evaluating human rights impacts.		Pages 79-80						Against
Proposal 7: Shareholder proposal, if properly presented at the meeting, requesting a report on both median and adjusted pay gaps across race and gender.		Pages 81-82						Against
Proposal 8: Shareholder proposal, if properly presented at the meeting, requesting a workplace non-discrimination audit and report.		Pages 83-84						Against

Shareholders of record of The Walt Disney Company common stock (NYSE: DIS) at the close of business on January 10, 2022, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available at the offices of the Company in Burbank, California.

January 19, 2022

Burbank, California

 

		Jolene E. Negre Associate General Counsel and Assistant Secretary

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on March 9, 2022

The proxy statement and annual report to shareholders and the means to vote by internet are available at www.ProxyVote.com/Disney.

 

Attendance at the Meeting

Register to attend the virtual meeting by visiting www.ProxyVote.com/Disney and selecting “Shareholder Meeting Registration.” To attend on the day of the meeting, you must be a shareholder on the record date. You will be able to attend the annual meeting as well as vote during the meeting by visiting www.virtualshareholdermeeting.com/DIS2022 and entering the 16-digit number included in your proxy card.

Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first come, first served basis once electronic entry begins. If you cannot attend the meeting, it will be webcast and available on our Investor Relations website. Electronic entry to the meeting will begin at 9:00 a.m. PT and the meeting will begin promptly at 10:00 a.m. PT. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/DIS2022.

The Walt Disney Company (500 South Buena Vista Street, Burbank, California 91521) is providing you with this proxy statement relating to its 2022 Annual Meeting of Shareholders. We began mailing a notice on January 19, 2022 containing instructions on how to access this proxy statement and our annual report online, and we also began mailing a full set of the proxy materials to shareholders who had previously requested delivery of the materials in paper copy. References to the “Company”, “Disney”, “we” or “our” in this proxy statement refer to The Walt Disney Company and, as applicable, its consolidated subsidiaries. The Company’s website and social media feeds and the information contained or linked therein or otherwise connected thereto are not part of or incorporated by reference into this proxy statement.

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Proxy Summary

This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete proxy statement and fiscal 2021 annual report before you vote.

Fiscal 2021 Overview

Fiscal 2021 was a year of transition for the Company marked by leadership succession; a reorganization of our media and entertainment businesses; and the ongoing recovery from the COVID-19 pandemic in both our media and entertainment and our parks, experiences and products businesses. Despite the continuing impact of the COVID-19 pandemic, the Company made meaningful progress on its long-term strategic initiatives and delivered strong shareholder value, all while supporting the health and safety of its employees, customers and communities.

Business and Performance

The Company focused on continuing to execute its long-term strategy to drive future growth while also devoting substantial energy in responding to the human and business impacts of the COVID-19 pandemic. While the disruption to our businesses caused by the COVID-19 pandemic continues to impact the Company’s operations, we have been resilient, as reflected in the Company’s strong financial performance in fiscal 2021. On a reported basis:

The Compensation Committee has designed a compensation program that produces a strong pay and performance alignment. This was evidenced by the payouts in fiscal 2020, which resulted in a significant reduction in executive pay in the face of challenging Company performance due to the impact of the COVID-19 pandemic. This was also evidenced in fiscal 2021, for which payouts aligned with strong performance across many key financial, strategic, diversity and inclusion and other goals.

See Annex A for a discussion of how we define and calculate total segment operating income and a reconciliation of total segment operating income to the most directly comparable GAAP measure, income from continuing operations before income taxes. See our Annual Report on Form 10-K for more information on our fiscal 2021 performance.

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PROXY SUMMARY

The Company’s ten-year total shareholder return (“TSR”) outperformed the Standard & Poor’s (“S&P”) 500 by 192 percentage points.

Even in the face of the COVID-19 pandemic disruption, the Company has continued to significantly advance its transformative long-term strategic goals, including as shown below.

STRATEGICALLY EVOLVING TO MEET CONSUMER DEMANDS & DELIVERING CONSISTENT SHAREHOLDER VALUE

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PROXY SUMMARY

COVID-19 Response

Throughout these challenging times, the Company has continued to support its employees, customers and communities; responded to the associated business impacts; and developed protocols both for determining whether our businesses could resume operations and for responsible operations when they do resume. The key actions included:

Executive Leadership

In fiscal 2021, Mr. Chapek, as Chief Executive Officer, delivered strong performance given the unprecedented challenges resulting from the COVID-19 pandemic and meaningful shareholder value, driven by exceptional execution of the Company’s key strategic initiatives.

Since March 2020, Mr. Chapek has adeptly managed the significant disruption to the Company’s businesses resulting from the COVID-19 pandemic and guided the Company’s new management team leading our direct-to-consumer (“DTC”) efforts. In fiscal 2021, under Mr. Chapek’s leadership, the Company made significant progress on its long-term strategic plan with the following achievements:

In fiscal 2021, Mr. Iger successfully directed the Company’s creative endeavors, which are the cornerstone of the Company’s strategy and fuel the continued growth and expansion of Disney+ and the Company’s other DTC platforms. This effort took on greater complexity with production delays impacting content creation as a result of the COVID-19 pandemic, a challenge Mr. Iger deftly managed. Under Mr. Iger’s leadership, the Company made significant progress on its creative initiatives that are essential to the success of the Company’s DTC and other distribution platforms. The Company created a pipeline across numerous franchises resulting from close creative collaboration between Disney’s content creators and Mr. Iger, released compelling original content for Disney+ and the Company’s other DTC platforms and created content for traditional theatrical releases and linear networks. Mr. Iger also nurtured a talented team of creative executives who will continue to lead these efforts under Mr. Chapek’s direction. As planned when he was named Executive Chairman in February 2020, Mr. Iger’s tenure as Executive Chairman ended on December 31, 2021, at the expiration of his employment agreement.

In fiscal 2021, our other NEOs also showed exceptional performance both in managing the Company in the face of new challenges resulting from the COVID-19 pandemic and in driving transformation of our businesses, building long-term value.

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PROXY SUMMARY

Board of Directors

The Board of Directors of The Walt Disney Company (the ‘‘Board’’) is currently composed of eleven talented directors with diverse skill sets and professional backgrounds, as reflected in their biographies in the section of this proxy statement titled “Corporate Governance and Board Matters – The Board of Directors.”

Board Diversity

Board Refreshment

Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions, taking into account the needs of the Board and Company at the time. During fiscal 2021, Amy Chang and Calvin McDonald joined the Board. Ms. Chang brings vast expertise in the tech industry as a veteran technology executive and Mr. McDonald has a wealth of experience in scaling brand-name retailers through innovation and finding new ways to connect with consumers across various channels. Effective as of December 31, 2021, Mr. Iger retired from the Board. The current term of office of all of the Company’s directors expires at the 2022 Annual Meeting. For more information regarding these matters and our corporate governance, see the section of this proxy statement titled “Corporate Governance and Board Matters.”

Board Oversight

In direct response to shareholder feedback, the Board has recently updated several aspects of its risk oversight. For more information regarding these matters, see the section of this proxy statement titled “Corporate Governance and Board Matters—The Board’s Role in Risk Oversight.” In particular, the current Chairman of the Board, Susan E. Arnold, is an independent Director. The Board has also specifically delegated oversight of certain risks to its committees. The Governance and Nominating Committee oversees the Company’s environmental, social and governance programs and reporting, including with respect to environmental and sustainability policies and initiatives. The Compensation Committee oversees the Company’s workforce equity matters. The Audit Committee oversees cybersecurity and data security risks and mitigation strategies. In addition, the Audit Committee reviews the Company’s policies and practices with respect to risk assessment and risk management.

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PROXY SUMMARY

Shareholder Engagement and Responsiveness

Below are overviews of the Company’s engagement process, feedback from investors and responsive Company actions.

Investor Engagement Process

During fiscal 2021, including following the 2021 Annual Meeting, members of management and the Board continued their strong level of engagement with shareholders. Our Investor Relations team engaged regularly throughout the 2021 calendar year with investors of all sizes from around the world. In addition to these regular conversations, our Investor Relations team also held two formal rounds of engagement sessions, which included Board members, in the winter/spring and the fall with top shareholders to hear and respond to feedback. The feedback gathered during these conversations helped inform the Board’s thinking, in particular, about compensation as well as other environmental, social and governance (“ESG”) practices and disclosure. Through our engagement conversations, we heard directly from many of our largest shareholders—including several that had previously expressed concerns with quantum and structure of our executive compensation program—that they were pleased with the cumulative changes to the executive compensation program over the years and supportive of the current structure of our program.

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PROXY SUMMARY

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PROXY SUMMARY

Compensation Structure and Philosophy

The Compensation Committee firmly believes in pay for performance. In fiscal 2021, 90% or more of Mr. Chapek’s and Mr. Iger’s target annual total direct compensation was comprised of equity compensation and/or compensation dependent on the Company’s financial results and the performance of Disney stock, creating close alignment between incentives and shareholder value creation.

For fiscal 2022, target payout for the relative TSR test of PBUs for all NEOs is set at the 55^th percentile of the S&P 500 companies. Additionally, in fiscal 2022, PBUs represent 50% of the overall long-term incentive grant value for all NEOs.

More detail regarding our strategic priorities and our performance metrics can be found in the section of this proxy statement titled “Executive Compensation – Compensation Discussion and Analysis.”

PROXY SUMMARY

Commitment to Diversity, Equity & Inclusion

The Company’s Reimagine Tomorrow endeavor furthers the Company’s longstanding commitment to diversity, equity and inclusion. This initiative is an outgrowth of the efforts and stewardship of the Company’s CEO Diversity and Inclusion Council and Creative Inclusion Council. Reimagine Tomorrow seeks to accelerate progress towards a diverse and inclusive workplace, leverage the Company’s resources to advance opportunities for diverse communities, amplify underrepresented voices and untold stories and champion the importance of representation in media and entertainment. The Company aims to achieve these goals in supporting our people, content, community and culture.

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PROXY SUMMARY

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PROXY SUMMARY

Commitment to Sustainability

The Company is committed to protecting the planet and delivering a positive environmental legacy for future generations as we operate and grow our businesses. We are committed to enhancing our sustainability practices and holding ourselves accountable to our environmental strategy and believe this aligns with our long-term strategy and commitment to being a responsible company. To that end, we have developed measurable goals for 2030, grounded in science and an assessment of where the Company’s operations have the most significant impact on the environment, as well as the areas where it can most effectively mitigate that impact. Our 2030 goals include achieving net zero greenhouse gas emissions for our direct operations (Scopes 1 and 2), producing or purchasing 100% zero carbon electricity for our direct operations and working to achieve zero waste to landfill at our wholly owned and operated parks and resorts. We also announced our intention to define a science-based reduction goal for the Company’s Scope 3 emissions footprint by the end of 2022. The complete set of our 2030 goals is available at our environmental sustainability website. Progress towards our 2030 goals, including qualitative updates and select quantitative measures, will be reported annually with Disney’s 2021 CSR report, which will be published in 2022.

Zero Emissions		Water and Oceans		Reducing Waste		Lower Impact Products		Building Sustainably

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Corporate Governance and Board Matters

Governing Documents

The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Guidelines address, among other things, the composition and functions of the Board, Director independence, stock ownership by and compensation of Directors, management succession and review, Board leadership, Board committees and selection of new Directors.

The Company has Standards of Business Conduct, which are applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. The Board has a separate Code of Business Conduct and Ethics for Directors, which contains provisions specifically applicable to Directors.

Each committee of the Board is governed by a charter adopted by the Board.

The Corporate Governance Guidelines, the Standards of Business Conduct, the Code of Business Conduct and Ethics for Directors and each of the Audit, Compensation and Governance and Nominating Committee charters are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary. If the Company amends or waives the Code of Business Conduct and Ethics for Directors or the Standards of Business Conduct with respect to the principal executive officer, principal financial officer or principal accounting officer, it will post the amendment or waiver at the same location on its website.

The Board of Directors

The current members of the Board are set forth below under the section titled “Directors.” The Board met 6 times during fiscal 2021. Each Director attended at least 75% of the meetings of the Board and committees on which such Director served that occurred while such Director served on the Board or the committees. All then-serving directors attended the Company’s 2021 annual shareholder meeting. Under the Company’s Corporate Governance Guidelines, each Director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of such Director’s duties, including by attending meetings of the shareholders of the Company and meetings of the Board and committees of which such Director is a member.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Director Skills and Experience Matrix

The Directors offer a diverse range of skills and experiences relevant to the Board’s oversight role. The following table summarizes the key skills and experiences of each Director that our Board considered important in its decision to nominate or re-nominate that individual to our Board. Further details about each Director’s qualifications are set forth in their individual biographies.

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CORPORATE GOVERNANCE AND BOARD MATTERS

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CORPORATE GOVERNANCE AND BOARD MATTERS

Directors

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CORPORATE GOVERNANCE AND BOARD MATTERS

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CORPORATE GOVERNANCE AND BOARD MATTERS

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CORPORATE GOVERNANCE AND BOARD MATTERS

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CORPORATE GOVERNANCE AND BOARD MATTERS

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board Leadership

 

The current Chairman of the Board, Susan E. Arnold, is an independent Director. The Company’s Corporate Governance Guidelines specify that the Chairman of the Board shall in the normal course be an independent Director, unless the Board determines that, in light of the circumstances then present when any such decision is made, a different structure would better serve the best interests of the shareholders. The Corporate Governance Guidelines also provide that the Board will disclose in each proxy statement the reasons for a different arrangement and appoint an independent Director as Lead Director with duties and responsibilities detailed in the Corporate Governance Guidelines.				Susan E. Arnold has been appointed as independent Chairman of the Board

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CORPORATE GOVERNANCE AND BOARD MATTERS

Fiscal 2021

From March 2012 through December 2021, Mr. Iger served as Chairman of the Board. In making Mr. Iger Chairman of the Board, the Board determined that doing so would promote a number of important objectives: it would add a substantial strategic perspective to the Chairman position and put in place an effective plan for the future transition of leadership while at the same time providing important continuity to Board leadership. In making these judgments, the Board took into account its evaluation of Mr. Iger’s performance as Chief Executive Officer and President and the strategic vision and perspective he would bring to the position of Chairman of the Board. The Board was uniformly of the view that Mr. Iger would provide excellent leadership of the Board in the performance of its duties and that naming him as Chairman of the Board would serve the best interests of shareholders. Mr. Iger served as Chairman of the Board and Executive Chairman through the end of the term of his employment agreement, December 31, 2021. Each year until the end of the term of Mr. Iger’s employment agreement, the independent members of the Board determined whether to elect Mr. Iger as Chairman of the Board in accordance with his employment agreement. In doing so, the Board considered whether Mr. Iger’s continuing to serve as both Chairman of the Board and Executive Chairman would be in the best interests of shareholders. Based on the past demonstrated success of this structure, both in terms of the functioning of the Board and the growth of the Company, and the continued benefits of retaining Mr. Iger’s strategic perspective in the position of Chairman of the Board through the term of his employment agreement, the Board concluded that Mr. Iger’s continuing service as Chairman of the Board remained in the best interests of shareholders.

At the time Mr. Iger became Chairman of the Board, the Board elected an independent Lead Director. The duties of the independent Lead Director were expanded in connection with the appointment of Mr. Iger as Chairman of the Board, and were further expanded in 2013 based on feedback from investors regarding Lead Director duties. Susan E. Arnold was elected independent Lead Director in March 2018 and annually thereafter until the Lead Director role was no longer required in December 2021. The duties of the Lead Director were as follows:

Fiscal 2022

Effective December 31, 2021, Susan Arnold was appointed Chairman of the Board. Ms. Arnold is an independent Director and has a wealth of leadership experience and deep understanding of the Board from her experience as independent Lead Director of the Board from 2018 to 2021 and serving as a Director of the Board since 2007. The Board no longer has a Lead Director, given that the Chairman is now an independent Director. The duties of the Chairman are substantially similar to those of the independent Lead Director.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Committees

The Board has four standing committees: Audit, Governance and Nominating, Compensation and Executive.

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CORPORATE GOVERNANCE AND BOARD MATTERS

The Board’s Role in Risk Oversight

As noted in the Company’s Corporate Governance Guidelines, the Board, acting directly or through committees, is responsible for “assessing major risk factors relating to the Company and its performance” and “reviewing measures to address and mitigate such risks.” In discharging this responsibility, the Board, either directly or through committees, assesses both (a) risks that relate to the key economic and market assumptions that inform the Company’s business plans (including significant transactions) and growth strategies, and (b) significant operational risks related to the conduct of the Company’s day-to-day operations.

Risks relating to the market and economic assumptions that inform the Company’s business plans and growth strategies are specifically addressed with respect to each business unit in connection with the Board’s review of the Company’s long-range plan. The Board also has the opportunity to address such risks at each Board meeting in connection with its regular review of significant business and financial developments. The Board reviews risks arising out of specific significant transactions when these transactions are presented to the Board for review or approval.

Significant operational risks that relate to ongoing business operations are the subject of regularly scheduled reports to either the full Board or one of its committees. The Board acting through the Audit Committee reviews as appropriate whether these reports cover the significant risks that the Company may then be facing.

Each of the Board’s committees addresses risks that fall within the committee’s areas of responsibility. The Audit Committee addresses general risks as well as risks arising out of financial planning and reporting, internal controls and information technology. The Audit Committee reserves time at each meeting for private sessions with the Chief Financial Officer, General Counsel, head of the internal audit department and outside auditors. The Compensation Committee addresses risks arising out of the Company’s executive compensation programs, as described in more detail in the section titled “Executive Compensation—Other Compensation Information—Risk Management Considerations” and workplace equity. The Governance and Nominating Committee addresses risks arising out of corporate governance, director compensation, investor engagement, political contributions and the Company’s ESG programs. The Governance and Nominating Committee annually reviews domestic political contribution activity as well as the procedures and controls related to political contributions. The operational risks periodically reviewed by committees are also reviewed by the entire Board when a committee or the Board determines this is appropriate.

The Board and Audit Committee receive reports on information technology risks, including cybersecurity and data security risks. Day-to-day management of data security is currently the responsibility of our Senior Vice President of Information Security and Risk Management, who works in close collaboration with our Executive Vice President of Enterprise Technology & Chief Information Officer. Both individuals hold senior executive positions and report directly to our Chief Financial Officer. Day-to-day management of our data privacy policies is currently overseen by our Senior Vice President, Global Public Policy, who reports directly to our General Counsel. The Audit Committee reviews cybersecurity and data security risks and mitigation strategies with the Chief Information Officer at least annually. In December 2021, the Board memorialized the Audit Committee’s oversight of cybersecurity and data security risks in the Audit Committee’s charter.

The independent Chairman promotes effective communication and consideration of matters presenting significant risks to the Company through her role in developing the Board’s meeting agendas, advising committee chairs, chairing meetings of the Board and facilitating communications between independent Directors and the Chief Executive Officer.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Management Succession Planning

The Board considers the selection, retention and succession planning for the Chief Executive Officer of the Company to be its most important priority. The Board reserves time at every regularly scheduled Board meeting to meet in executive session without the Chief Executive Officer present during which it discusses management succession as appropriate. The Board also discusses management succession with the Chief Executive Officer present at least once each year, and more often as circumstances warrant. These discussions include evaluation of potential internal candidates for succession and focus on particular individuals as appropriate. In the course of these discussions, the Board identifies potential candidates and advises the Chief Executive Officer of the exposure these candidates should receive to maximize the ability of the Board to evaluate the candidates’ qualifications. The Board also evaluates the experience the candidates should gain to develop their ability to succeed.

At least once a year the Board discusses with management succession planning for executive officer positions. During fiscal 2021 each of Alan Braverman, Jayne Parker and Zenia Mucha notified the company of their intention to separate from the Company. Effective July 1, 2021, Paul Richardson was appointed Senior Executive Vice President and Chief Human Resources Officer. Geoff Morrell has been appointed, effective January 24, 2022, Chief Corporate Affairs Officer, a newly created position overseeing the Company’s corporate communications, government relations, global public policy, CSR and ESG functions. Effective February 1, 2022, Horacio Gutierrez has been appointed Senior Executive Vice President, General Counsel and Secretary.

Director Selection Process

Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions. Applying these criteria, the Committee considers candidates for Board membership suggested by Committee members, other Board members, management and shareholders. The Committee retains a third-party executive search firm to identify and review candidates, including to generate candidate pools consistent with the criteria below, upon request of the Committee from time to time.

Once the Committee has identified a prospective nominee — including prospective nominees recommended by shareholders — it determines whether to conduct a full evaluation. The Committee may request the third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings. The Committee then evaluates the prospective nominee against the specific criteria that it has established for the position, as well as the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including:

After completing this evaluation and an interview, the Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new director after considering the Committee’s report.

In selecting director nominees, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. For more information on the key skills and experiences that the Board considers important in selecting director nominees, see the section titled “The Board of Directors.” The current nominees’ qualifications set forth in their individual biographies under the section titled “Directors” sets out how each of the current nominees contributes to the mix of experience and qualifications the Board seeks.

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CORPORATE GOVERNANCE AND BOARD MATTERS

In making its recommendations with respect to the nomination for re-election of existing Directors at the annual shareholders meeting, the Committee assesses the composition of the Board at the time and considers the extent to which the Board continues to reflect the criteria set forth above.

During fiscal 2021, the Board appointed two new directors: Amy Chang and Calvin McDonald. Ms. Chang and Mr. McDonald were recommended by a third-party search firm. Mr. Iger also stepped down from the Board in fiscal 2022.

A shareholder who wishes to recommend a prospective nominee for the Board should notify the Company’s Secretary or any member of the Governance and Nominating Committee in writing with whatever supporting material the shareholder considers appropriate. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Company’s Bylaws relating to shareholder nominations as described in the section “Other Information—Shareholder Communications” below.

Director Independence

The provisions of the Company’s Corporate Governance Guidelines regarding Director independence meet and in some respects exceed the listing standards of the New York Stock Exchange. The Corporate Governance Guidelines are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors.

Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of Director independence in December 2021. During this review, the Board considered transactions and relationships between the Company and its subsidiaries and affiliates on the one hand, and on the other hand, Directors, immediate family members of Directors, or entities of which a Director or an immediate family member is an executive officer, general partner or significant equity holder. The Board also considered whether there were any transactions or relationships between any of these persons or entities and the Company’s executive officers or their affiliates. As provided in the Corporate Governance Guidelines, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.

As a result of this review, the Board affirmatively determined that all of the Directors serving in fiscal 2021 or nominated for election at the 2022 Annual Meeting are independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines, with the exception of Mr. Iger and Mr. Chapek. Mr. Iger and Mr. Chapek are considered inside Directors because of their employment as senior executives of the Company during the fiscal year. Additionally, Mr. Chapek’s son provided producer services to the Company in fiscal 2021, as discussed under the section titled “Certain Relationships and Related Person Transactions” below.

In determining the independence of each Director, the Board considered and deemed immaterial to the Directors’ independence transactions involving the sale of products and services in the ordinary course of business between the Company on the one hand, and on the other, companies or organizations at which some of our Directors or their immediate family members were officers or employees during fiscal 2021. In each case, the amount paid to or received from these companies or organizations in each of the last three years was below the 2% of total revenue threshold in the Corporate Governance Guidelines. The Board determined that none of the relationships it considered impaired the independence of the Directors.

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