Walt Disney Co (Form: 8-K, Received: 07/12/2023 17:02:05)
falseWALT DISNEY CO/000174448900017444892023-07-122023-07-12
________________________________________________________________________
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): July 12, 2023
The Walt Disney Company
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-38842 | 83-0940635 |
| (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 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.
On July 12, 2023, The Walt Disney Company (the “Company”) and Robert A. Iger, the Company’s Chief Executive Officer, entered into an amendment to Mr. Iger’s employment agreement to extend the term to December 31, 2026. Mr. Iger will continue to serve as Chief Executive Officer and senior most executive officer of the Company during the extended term.
Effective as of the date of the amendment, Mr. Iger’s target annual incentive bonus opportunity for each full fiscal year during the term commencing after the effective date of the amendment will be 500% of his annual base salary (the “amended target bonus opportunity”). Mr. Iger’s target annual incentive plan bonus opportunity for the current fiscal year will be based on the sum of the pro-rated target bonus opportunity previously in effect and the pro-rated amended target bonus opportunity. In addition, if Mr. Iger’s employment continues to the end of the term, the Compensation Committee may, in its discretion, award Mr. Iger the opportunity to earn an annual incentive bonus for the fiscal year in which the termination occurs. The actual amount payable to Mr. Iger as an annual bonus in respect of any fiscal year will be dependent upon the achievement of performance objectives, which will be substantially the same as the objectives established under the plan for other executive officers of the Company. Depending on performance, the actual amount payable may be less than, greater than or equal to the stated target bonus (and could be zero). In addition, the amendment provides that any performance-based restricted stock units granted to Mr. Iger under the terms of his employment agreement, as amended, will have three-year performance periods, consistent with the award made generally to other officers.
The amendment also provides that the post-retirement security benefits to be provided to Mr. Iger for five years following his termination of employment under his current employment agreement will not be reduced for the approximately 11-month period such services were provided following Mr. Iger’s prior retirement on December 31, 2021.
No amendments have been made to any other material terms of Mr. Iger’s existing employment agreement, including his base salary or the target value of his long-term incentive award.
The foregoing descriptions are qualified by reference to the terms of the amendment to Mr. Iger’s employment agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference. A copy of the press release issued by the Company on July 12, 2023, is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits | | | | | | | | |
Exhibit
Number | | Description |
| 10.1 | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 12, 2023
July 12, 2023
Mr. Robert A. Iger
Chief Executive Officer
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
Amendment to Employment Agreement dated as of November 20, 2022
This letter amends your Employment Agreement with The Walt Disney Company (the “Company”), dated as of November 20, 2022 (the “Agreement”) and scheduled to expire on December 31, 2024, to (1) extend the term thereof to December 31, 2026, and (2) make such other changes to the terms and conditions of the Agreement as set forth below. In connection therewith, you and the Company hereby agree to the following, effective as of the date of this letter (the “Effective Date”).
1.Paragraph 1 of the Agreement and the definition of “Scheduled Expiration Date” in Paragraph 5(e) of the Agreement are each hereby amended to substitute the date December 31, 2026, for the date December 31, 2024.
2.During the Employment Period, you will continue to serve as Chief Executive Officer of the Company and in such other positions with the Company and its subsidiaries and affiliates consistent with your position as the Board shall reasonably assign you from time to time. You will continue to report to the Board and shall be the senior most executive officer of the Company. In your position as Chief Executive Officer, you will have such duties, authority and responsibilities as determined from time to time by the Board, which duties, authority and responsibilities will be consistent with your position as Chief Executive Officer. The other terms of Paragraph 2 of the Agreement shall continue to apply during the Employment Period.
3.Your target annual incentive bonus opportunity under the Annual Plan for each full fiscal year during the Employment Period commencing after the Effective Date hereof shall be five hundred percent (500%) of your Base Salary as in effect at the end of such fiscal year. For the current fiscal year, your target annual incentive plan bonus opportunity will be based on the sum of the target opportunity previously in effect, pro-rated for the portion of the fiscal year that has passed prior to the date hereof, and the target bonus opportunity stated above, pro-rated for the period from and after the date hereof through the end of the current fiscal year. In addition, if your employment continues until and ends upon the Scheduled Expiration Date, the Compensation Committee may, in its discretion, award you the opportunity to earn an annual discretionary incentive bonus under the Annual Plan for the fiscal year in which the termination occurs in consideration of your contributions during such fiscal year. Such bonus shall be payable at the same time annual cash bonuses are paid to senior management and shall be based on actual achievement of performance targets, evaluated as if you had remained employed through the end of the applicable performance period.
4.Further, effective for fiscal years commencing after the Effective Date, for each fiscal year of the Company ending during the Employment Period, at least sixty percent (60%) of your annual long-term incentive compensation awarded pursuant to Paragraph 3(c) of the Agreement shall be in the form of performance-based restricted stock units that will be eligible to vest upon achievement of performance criteria over a three-year performance period. The terms of Paragraph 3(c) shall otherwise continue to apply during the Employment Period.
5.In addition, Paragraph 8(e) of the Agreement shall be amended such that the provision by the Company of post-employment security services pursuant to such paragraph shall be required to be performed for the full period specified in the Prior Agreement without any reduction for the period such post-employment security services were provided prior to the Commencement Date. The terms of Paragraph 8(e) shall otherwise continue to apply during the Employment Period.
Except as specified above, the Agreement shall otherwise continue in accordance with its terms. Defined terms used, but not defined, in this letter have the meanings ascribed thereto in the Agreement.
If you agree that the foregoing sets forth our full understanding regarding the amendment of the Agreement, please evidence your agreement and acceptance by signing this letter where indicated below.
| | | | | | | | | | | | | | | | | | | | |
| THE WALT DISNEY COMPANY | | | | |
| | | | | | |
| Date: | July 12, 2023 | | By: | /s/ Sonia Coleman |
| | | | | Sonia Coleman |
| | | | | Senior Executive Vice President and |
| | | | | Chief Human Resources Officer |
| AGREED AND ACCEPTED | | | | |
| | | | | | |
| Date: | July 12, 2023 | | | /s/ Robert A. Iger |
| | | | | Robert A. Iger |
THE WALT DISNEY COMPANY BOARD OF DIRECTORS EXTENDS
ROBERT A. IGER’S CONTRACT AS CEO THROUGH 2026
Board Points to Iger’s Successful Leadership Record and Ongoing Strategic Transformation of the Company to Meet Industry Challenges
BURBANK, Calif., July 12, 2023—The Walt Disney Company (NYSE: DIS) Board of Directors announced today that Robert A. Iger has agreed to continue to serve as Chief Executive Officer through December 31, 2026. In voting unanimously to extend Mr. Iger’s contract by two years, the independent members of the Board of Directors noted that Iger’s extension provides continuity of leadership during the Company’s ongoing transformation, and allows more time to execute a transition plan for CEO succession, which remains a priority for the Board.
“Time and again, Bob has shown an unparalleled ability to successfully transform Disney to drive future growth and financial returns, earning him a reputation as one of the world’s best CEOs,” said Mark G. Parker, Chairman, The Walt Disney Company. “Bob has once again set Disney on the right strategic path for ongoing value creation, and to ensure the successful completion of this transformation while also allowing ample time to position a new CEO for long-term success, the Board determined it is in the best interest of shareholders to extend his tenure, and he has agreed to our request to remain Chief Executive Officer through the end of 2026.”
“Since my return to Disney just seven months ago, I’ve examined virtually every facet of our businesses to fully understand the tremendous opportunities before us, as well as the challenges we’ve been facing from the broader economic environment and the tectonic shifts in our industry. On my first day back, we began making important and sometimes difficult decisions to address some existing structural and efficiency issues, and despite the challenges, I believe Disney’s long-term future is incredibly bright,” said Iger. “But there is more to accomplish before this transformative work is complete, and because I want to ensure Disney is strongly positioned when my successor takes the helm, I have agreed to the Board’s request to remain CEO for an additional two years. The importance of the succession process cannot be overstated, and as the Board continues to evaluate a highly qualified slate of internal and external candidates, I remain intensely focused on a successful transition.”
Iger returned to the company in November of 2022 after serving as CEO and Chairman from 2005 to 2020, and then as Executive Chairman and Chairman of the Board through 2021. Since returning as CEO, he has led a significant, enterprise-wide transformation to restore creativity to the center of the company and position Disney’s streaming business for sustained growth and profitability. Throughout his time as the company’s chief executive, Iger’s strategic vision has focused on three fundamental pillars: generating the best creative content possible; fostering innovation and utilizing the latest technology; and expanding into new markets across the globe.
Widely recognized as one of the world’s most consequential business leaders, Iger has built on Disney’s rich history of unforgettable storytelling with the acquisitions of Pixar (2006), Marvel (2009), Lucasfilm (2012), and 21st Century Fox (2019); the landmark opening of Disney’s first theme park and resort in mainland China, Shanghai Disney Resort; and the release of a number of record-setting films, including Marvel’s Avengers: Endgame, Disney’s Frozen and Frozen 2, and Marvel’s groundbreaking Black Panther. Always one to embrace new technology, Iger made Disney an industry leader through its creative content offerings across multiple new platforms, including the highly successful launch of the Disney+ streaming service in November 2019.
Iger first became Chief Executive Officer of Disney in October 2005 and was elected Chairman in 2012. From 2000-2005, he served as Disney’s President and Chief Operating Officer. Iger officially joined the Disney senior management team in 1996 as Chairman of the Disney-owned ABC Group, and in 1999 was given the additional responsibility of President, Walt Disney International. He began his career at ABC in 1974.
Iger was inducted into the Television Academy Hall of Fame in 2020, and the Broadcasting and Cable Hall of Fame in 2015. In 2022, he was recognized as an Honorary Knight Commander of the Most Excellent Order of the British Empire by Her Late Majesty Queen Elizabeth II for his services to the UK / US relations. He is the author of the New York Times best-selling book The Ride of a Lifetime: Lessons Learned from 15 Years as CEO of The Walt Disney Company, which has sold more than a million copies since its publication in 2019. He is a graduate of Ithaca College.
Contacts:
David Jefferson
Corporate Communications
(818) 560-4832
Mike Long
Corporate Communications
(818) 560-4588
Alexia Quadrani
Investor Relations
(818) 560-6601
