WALT DISNEY CO filed this 8-K on 06/15/2023
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Walt Disney Co (Form: 8-K, Received: 06/15/2023 16:18:09)
falseWALT DISNEY CO/000174448900017444892023-06-152023-06-15

________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 15, 2023
The Walt Disney Company
(Exact name of registrant as specified in its charter)
Delaware001-3884283-0940635
(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)

(818) 560-1000
(Registrant’s telephone number, including area code)

Not applicable
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueDISNew 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).
Emerging growth company☐
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.
(b), (c), (e) On June 15, 2023, Christine M. McCarthy, Senior Executive Vice President and Chief Financial Officer and principal financial officer of The Walt Disney Company (the “Company”), notified the Company that she would be taking a leave of absence beginning July 1, 2023. On June 15, 2023, Ms. McCarthy, the Company and Disney Financial Services Co., LLC, a subsidiary of the Company, entered into an amendment (the “Amendment”) to Ms. McCarthy’s employment agreement memorializing the leave of absence and providing, among other terms, that: the last day of Ms. McCarthy’s leave and employment with the Company will be June 30, 2024; Ms. McCarthy will cease to serve as Senior Executive Vice President and Chief Financial Officer during her leave of absence and will have the title “Strategic Advisor” during the leave; and Ms. McCarthy’s duties as Strategic Advisor will be to assist the Company with the identification of, and transition of duties to, a new Chief Financial Officer. The terms of Ms. McCarthy’s compensation are unchanged.
As of June 15, 2023, the Company appointed Kevin A. Lansberry, age 59, to serve as the Company’s Interim Chief Financial Officer and principal financial officer, effective July 1, 2023. Mr. Lansberry will be employed as the Interim Chief Financial Officer on an “at will” basis.
Since March 2018, Mr. Lansberry has served as Executive Vice President and Chief Financial Officer of the Company’s Parks, Experience and Products businesses. Prior to that, Mr. Lansberry was Executive Vice President and Chief Financial Officer, Walt Disney Parks and Resorts from May 2017. Mr. Lansberry served as Senior Vice President, Revenue Management and Analytics for the parks and resorts segment, then Senior Vice President and Chief Financial Officer, Domestic Business in 2013, adding the international businesses in 2015. In his over 35 years with the Company’s subsidiaries, Mr. Lansberry has held a wide range of roles, including in Finance, Business Development, Alliances and Operations.
During the period he serves as Interim Chief Financial Officer, Mr. Lansberry will receive an annualized compensation package, prorated for the portion of the fiscal year served in the Interim Chief Financial Officer role, consisting of: (i) base salary of $1 million, (ii) target bonus opportunity of 100% of his base salary and (iii) target long-term incentive grant opportunity of 300% of his base salary, with annual vesting over three years, seventy percent (70%) of this target award value to be provided in the form of restricted stock units and the remaining thirty percent (30%) in the form of stock options. His bonus opportunity and long-term incentive grant opportunity are not guaranteed and will depend on the extent to which any performance conditions and/or service conditions applicable to such awards are satisfied. As this assignment will require Mr. Lansberry to relocate his principal place of employment to the Company’s headquarters, he will also be provided local housing during this period.
The foregoing descriptions are qualified by reference to the terms of the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. A copy of the press release issued by the Company on June 15, 2023, is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits




Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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 Secretary
Dated: June 15, 2023



Exhibit 10.1
THE WALT DISNEY COMPANY
500 South Buena Vista Street
Burbank, California 91521


June 15, 2023

Ms. Christine M. McCarthy
Senior Executive Vice President
and Chief Financial Officer
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521

Dear Ms. McCarthy:

This letter amends the employment agreement dated as of July 1, 2015, as amended and assigned to Disney Financial Services Co, LLC (the "Agreement"), between you and The Walt Disney Company (the "Company"), to specify your duties during the pendency of a paid leave, commencing effective July 1, 2023 and continuing through June 30, 2024 (the “Leave Period”), granted at your request to care for your family and/or yourself.

Effective as of July 1, 2023, your title shall be changed to “Strategic Advisor.” During the Leave Period, you will no longer be required to perform your prior duties as, or have the title of Senior Executive Vice President and Chief Financial Officer of the Company. Instead, during the Leave Period, as Strategic Advisor, your principal responsibilities will be to assist the Company as reasonably requested in the process of appointing a permanent successor as the Company’s chief financial officer and to ensure a smooth transition of the duties of such position to the person(s) designated by the Company to perform such services, whether on an interim or permanent basis, during the Leave Period. You and the Company have mutually agreed that your employment will end at the conclusion of the Leave Period, which coincides with the Schedule Expiration Date of the Agreement.

During the Leave Period, you will continue to be an employee of Disney Financial Services Co., LLC. You will remain subject to all Company policies. You may also be entitled to certain rights under FMLA (Family Medical Leave Act) or other similar laws.

We hereby confirm that, during the Leave Period, you may continue to engage in previously approved third-party Board activities and may request to engage in additional third-party Board or similar advisory activities in accordance with the Company’s generally applicable processes. The Company’s consent to any such additional request will not be unreasonably withheld provided that such request satisfies the standards applied prior to the commencement of the Leave Period, including compliance with the Company’s conflict-of-interest policy.







Except as otherwise expressly provided above, the remaining terms and conditions of the Agreement will continue in full force and effect.

Very truly yours,
THE WALT DISNEY COMPANY
By:/s/ Sonia Coleman
Sonia Coleman
Senior Executive Vice President and
Chief Human Resources Officer
DISNEY FINANCIAL SERVICES CO., LLC
By:/s/ Sonia Coleman
Sonia Coleman
Vice President

ACCEPTED AND AGREED:
/s/ Christine M. McCarthy
Christine M. McCarthy
Dated:June 15, 2023
2


Exhibit 99.1
CHRISTINE MCCARTHY TO STEP DOWN AS DISNEY’S CHIEF FINANCIAL OFFICER; KEVIN LANSBERRY WILL ASSUME ROLE OF INTERIM CFO
McCarthy, who is taking family medical leave, will continue to serve as a strategic advisor to ensure a successful transition

BURBANK, Calif., June 15, 2023—The Walt Disney Company’s (NYSE: DIS) Senior Executive Vice President and Chief Financial Officer Christine M. McCarthy will be stepping down from her role and taking a family medical leave of absence, and veteran Disney executive Kevin Lansberry, Executive Vice President and Chief Financial Officer of Disney Parks, Experiences and Products, will serve as the company’s Interim CFO, effective July 1, it was announced today by Bob Iger, Chief Executive Officer, The Walt Disney Company. McCarthy will continue as a strategic advisor to the company during her leave and will assist with the process of identifying and onboarding a long-term successor to ensure a smooth and successful transition.
“Christine McCarthy is one of the most admired financial executives in America, and her impact on The Walt Disney Company during 23 years of dedicated service cannot be overstated,” Iger said. “Christine has served as a key strategic anchor during a period of great transformation, and she and I have discussed her desire to ensure an orderly and successful CFO succession in advance of the company’s transition to its next chief executive officer. She is stepping down from her CFO role as she takes family medical leave, but has graciously offered to move into an advisory position to assist her successor in assuming the duties she has so expertly handled these many years.”
“I am immensely grateful for the opportunity Bob provided me to serve as CFO of this iconic company and am proud of the work my talented team has done to position Disney to capitalize on the business possibilities that lie ahead,” McCarthy said. “Although I am leaving the CFO role, I look forward to helping with the transition and will always be rooting for the success of my extended Disney family, who have shown time and again that determination, teamwork and the pursuit of excellence are an unstoppable combination.”
Lansberry has agreed to serve as Interim CFO while a thorough search of internal and external candidates is conducted for a permanent replacement. “Kevin has been with the company for more than three decades and is a trusted lieutenant to Christine. Having expertly served as CFO at our largest business segment since 2017, he has my complete confidence, and I look forward to working with him during this transition,” Iger said.
As Interim CFO, Lansberry will assume oversight of the company’s worldwide finance organization, which includes corporate alliances and partnerships, corporate real estate,


corporate strategy and business development, enterprise controllership, enterprise technology, financial planning and analysis, global product and labor standards, global security, investor relations, risk management, tax and treasury.
During his tenure at Disney Parks, Lansberry has held a variety of leadership roles in finance, business development, alliances and operations. He assumed the position of Executive Vice President and Chief Financial Officer, Walt Disney Parks and Resorts in 2017, which was expanded in 2018 to also include Consumer Products. In that role, Lansberry has been responsible for the financial planning and fiscal management of domestic and international theme parks and resorts, Disney Cruise Line, Disney Vacation Club, Adventures by Disney, Walt Disney Imagineering, revenue management and analytics, global business development and Consumer Products. He holds a Bachelor of Science in Finance from Ball State University and a Master of Business Administration from the Crummer Graduate School of Business at Rollins College.
McCarthy joined Disney in 2000 as Treasurer and became Chief Financial Officer in 2015. Prior to joining Disney, she was the Executive Vice President and Chief Financial Officer of Imperial Bancorp from 1997 to 2000. She also held various executive positions in finance and planning at First Interstate Bancorp from 1981 to 1996. She serves on the Board of Directors of The Procter & Gamble Company and FM Global and is a trustee of the Carnegie Institution for Science. McCarthy has received numerous awards and has been named multiple times to Treasury & Risk’s “100 Most Influential People in Finance” and was the recipient of Treasury Today’s Adam Smith “Woman of the Year” Award in 2015 and was honored by the Entertainment Diversity Council in 2016 as one of the “Top 50 Most Powerful Women in Entertainment.”
“Among her many contributions to the company, one of the things I admire most about Christine is the generous mentorship she has provided to so many of her colleagues over the years, including countless women,” Iger said. “She has opened doors, created opportunities, and served as a role model for women at every level of business – not just at Disney, but around the world.”


Contacts:
David Jefferson
Corporate Communications
(818) 560-4832

Alexia Quadrani
Investor Relations
(818) 560-6601
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