Item 10. Directors, Executive Officers and Corporate Governance

Executive Officers

Information regarding executive officers of the Company is set forth under “Information About Our Executive Officers” at the end of Part I of the Original Form 10-K.

Directors

The names of the members of the Company’s Board of Directors (the “Board”), their respective ages, their positions with the Company and other biographical information as of January 17, 2023 are set forth below.

		FORMER OPERATING EXECUTIVE, THE CARLYLE GROUP
		Age: 68 Director since: 2007 Committees: Governance and Nominating (Sitting Chair) Executive (Sitting Chair)
						Experience: 2013–2021 2007–2009 2006 2004–2006 2002–2004		Operating Executive, The Carlyle Group (a global investment firm) President—Global Business Units, Procter & Gamble (a consumer goods company) Vice Chair of Beauty and Health, Procter & Gamble Vice Chair of Beauty, Procter & Gamble President, Global Personal Beauty Care and Global Feminine Care, Procter & Gamble
						Former Public Company Directorships: NBTY, Inc. (2013–2017) McDonald’s Corporation (2008–2016) Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • As a former Operating Executive focused on the global consumer and retail sectors at The Carlyle Group, Ms. Arnold brings extensive experience evaluating operational, investment, and branding strategies to the Board • Ms. Arnold offers in-depth knowledge of retail strategies and marketing management to fellow directors and the leadership team gained during her time as a senior executive at Procter & Gamble including her responsibility for the management of major consumer brands • She also offers the Board guidance on global brand management and international consumer markets, which have served as invaluable insights as the Company’s audience expands globally • As the Company’s independent Chairman and former lead independent director, Ms. Arnold provides consistent leadership and expert judgement of the Company’s Board and the areas it oversees including the Company’s strategy, risk management, and ESG matters Other Key Skillsets • In-depth knowledge of finance and executive and risk management gained through experience at The Carlyle Group and Proctor & Gamble • Experience in environmental practices, including her role in embedding sustainability into products and operations at Proctor & Gamble

		CHAIR AND CHIEF EXECUTIVE OFFICER, GENERAL MOTORS COMPANY
		Age: 61 Director since: 2017 Committees: Compensation
						Experience: 2016–Present 2014–2016 2013–2014 2011–2013 2009–2011 2008–2009		Chair and Chief Executive Officer, General Motors Company (an automotive manufacturing company) Chief Executive Officer, General Motors Company Executive Vice President, Global Product Development, Purchasing and Supply Chain, General Motors Company Senior Vice President, Global Product Development, General Motors Company Vice President, Global Human Resources, General Motors Company Vice President, Global Manufacturing Engineering, General Motors Company
						Other Public Company Directorships: General Motors Company (2014–Present)
						Former Public Company Directorships: General Dynamics Corporation (2011–2017)
						Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Ms. Barra has deep experience in strategy and brand evolution through her role in driving General Motors’ transformation to electric and autonomous vehicles, which provides a critical perspective on the Board throughout the Company’s own strategic progression and embracing of technological change and shifts in consumer sentiment • Ms. Barra’s position as Chief Executive Officer of General Motors affords her the ability to provide invaluable insight to both the leadership team and fellow Board members on long-term strategic decision making, large-scale cost rationalization and organizational restructuring and maintaining strong brand leadership • She brings meaningful experience in human capital management and executive compensation-related matters in her role on the Company’s Compensation Committee, where she focuses on aligning incentive structures with shareholder value creation and execution of long-term strategic priorities Other Key Skill Sets • Overseeing and managing diverse and inclusive executive teams and a sizeable global workforce, with an emphasis on development and marketing of technology-based consumer-facing products and managing supply chain and inflationary product environments through her various executive roles at General Motors • Governance and public policy thought leadership, understanding of worldwide consumer markets and risks facing large public companies with complex retail operations through her role as chair of the Business Roundtable

		CHIEF EXECUTIVE OFFICER, ORACLE CORPORATION
		Age: 61 Director since: 2018 Committees: Audit (Sitting Chair)
						Experience: 2014–Present 2011–2014 2008–2011 2005–2008 2004–2005 1999–2004		Chief Executive Officer, Oracle Corporation (a computer technology corporation) President and Chief Financial Officer, Oracle Corporation President, Oracle Corporation President and Chief Financial Officer, Oracle Corporation President, Oracle Corporation Various positions, Oracle Corporation
						Other Public Company Directorships: Oracle Corporation (2001–Present)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Through Ms. Catz’s position as Chief Executive Officer and formerly Chief Financial Officer of Oracle Corporation, she provides invaluable insight to both the leadership team and fellow Board members on long-term strategic planning and execution and large-scale cost rationalization and organizational structure evaluation • Ms. Catz oversaw the successful acquisition and integration of companies at Oracle, a key skill set to contribute to the Board throughout Disney’s prior acquisition strategies and future development • Ms. Catz’s executive leadership roles at Oracle also allow her to offer impactful guidance to the Board and leadership team on the rapidly changing technological landscape that affects our businesses • Her experience leading the financial function of a complex, global technology company strengthens her role on the Audit Committee through the extensive financial and accounting and risk management expertise she brings to the Board and committee Other Key Skill Sets • Cybersecurity oversight, including the protection of electronically stored data from her executive roles at Oracle • Brand management and governance thought leadership developed through the oversight of the strategic direction of Oracle

		FORMER EXECUTIVE VICE PRESIDENT, CISCO SYSTEMS, INC.
		Age: 46 Director since: 2021 Committees: Governance and Nominating
						Experience: 2018–2020 2013–2018 2005–2012		Executive Vice President and General Manager, Collaboration, Cisco Systems, Inc. (a networking hardware company) Founder and Chief Executive Officer, Accompany, Inc. (a relationship intelligence platform company) Global Head of Product, Google Ads Measurement; various additional positions, Google, Inc. (a technology company)
						Other Public Company Directorships: Procter & Gamble (2017–Present) Former Public Company Directorships: Marqeta, Inc. (2021–2022) Cisco Systems, Inc. (2016–2018) Splunk, Inc. (2015–2017)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Ms. Chang has developed expertise across the technology sector from her time as an Executive Vice President at Cisco Systems, Inc., leading product development for Google Ads Measurement and Reporting and a founder of a digital startup • She provides a unique viewpoint of emerging technology trends and the implementation of innovative technological business strategies that are particularly important to our Media and Entertainment Distribution business • Ms. Chang also provides valuable perspective on talent attraction and retention for key technical roles that are vital to Disney’s content creation and digitally driven teams and an understanding of large-scale cost rationalization and analysis of organizational structure from her tenure as a public company director and an executive at Google and Cisco Other Key Skill Sets • Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity, gained through her tenure at Cisco • Deep understanding of strategic planning, corporate governance, social initiatives and executive management succession planning gained through public company board leadership

		PRESIDENT AND CHIEF EXECUTIVE OFFICER, ILLUMINA, INC.
		Age: 52 Director since: 2018 Committees: Audit
						Experience: 2016–Present 2013–2016 2011–2013 2009–2011 Prior		President and Chief Executive Officer, Illumina, Inc. (a biotechnology company) President, Illumina, Inc. President, Products and Services, Symantec Corporation (a cybersecurity company) Senior Vice President, Enterprise Security Group, Symantec Corporation Founder of various technology businesses
						Other Public Company Directorships: Illumina, Inc. (2014–Present)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Through his experience as Chief Executive Officer of Illumina, Inc. and prior senior leadership roles at Symantec Corporation and other technology companies, Mr. deSouza provides a deep understanding of executive management and international business operations, in addition to a strong knowledge of brand management and product development • Mr. deSouza has unique experience with the growth and maturation of technology businesses, providing insight to the Board and leadership team on the risks and opportunities involved in the development of diverse and changing businesses and the technological developments that affect our business • Through first-hand experience, he brings deep knowledge of overseeing business operations while incorporating public health considerations, which has served as an invaluable perspective as the Company navigates the continued challenges coming out of the COVID-19 pandemic Other Key Skill Sets • Cybersecurity expertise through experience at Symantec • Knowledge of finance and accounting gained through experience in Chief Executive Officer and other leadership positions • Oversight of strategic integration and experience with consumer awareness of corporate social responsibility practices through his leadership of and commitment to Illumina’s corporate social responsibility program

		FORMER PRESIDENT, INSTACART
		Age: 51 Director since: 2022 Committees: Incoming Compensation member
						Experience: 2022–Present 2021 2011–2021 2010–2011 2004–2010 2000–2003		Senior Adviser, Permira (a global private equity firm) President, Instacart (a grocery retail company) Vice President, Global Marketing Solutions, Meta Platforms, Inc. (a technology company) Corporate Vice President, Global Advertising Sales, Strategy & Marketing, Microsoft Corporation (a technology corporation) Various positions (most recently Chief Operating Officer and Executive Vice President, Advertising Sales), MTV Networks Company (a media entertainment company) Various positions (including Vice President, Classifieds and Direct Response Advertising, and Vice President and General Manager, PriMedia Teen Digital Group), PriMedia, Inc. (an advertising company)
						Other Public Company Directorships: The Coca-Cola Company (2022–Present) Former Public Company Directorships: The Hertz Corporation (2013–2018)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Ms. Everson offers strong insight to the Board and leadership team on branded, consumer-facing technology and media subject matters, informed by her experience leading marketing solutions and global sales teams at Instacart, Meta Platforms, Inc. and Microsoft Corporation • Through her experience in global digital advertising, she provides impactful perspectives on the intersection of marketing and direct-to-consumer (“DTC”) technology, an important aspect of Disney’s strategy as we continue to expand our customer base • Through her public company board leadership experience, Ms. Everson maintains an understanding of large-scale cost rationalization and effective organizational structure • Ms. Everson further expands the Board’s collective skill sets through her experience in the advertising technology space and enhances its strategic oversight Other Key Skill Sets • Understanding of business development and executive management processes gained through leadership of strategy teams at global technology companies • Risk management and corporate governance oversight through her public company board experience The Company entered into a support agreement with Third Point pursuant to which the Company appointed Ms. Everson as a director and agreed to include Ms. Everson as a director nominee for the 2023 Annual Meeting and Third Point agreed to customary standstill, voting and other provisions through the 2024 Annual Meeting.

		VICE CHAIRMAN AND PRESIDENT, STRATEGIC GROWTH, MASTERCARD INCORPORATED
		Age: 60 Director since: 2018 Committees: Governance and Nominating
						Experience: 2018–Present 2013–2017 2009–2013 1999–2009		Vice Chairman and President, Strategic Growth, Mastercard Incorporated (a financial services company) United States Trade Representative, Executive Office of the President Assistant to the President and Deputy National Security Advisor for International Economic Policy, Executive Office of the President Various positions (including Chief Executive Officer of CitiInsurance and Chief Operating Officer of alternative investments business), Citigroup (a financial services company)
						Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Mr. Froman delivers strategic insight to the Board and leadership team on complex international affairs gained from his experience as the Assistant to the President and Deputy National Security Advisor for International Economic Policy, and as the United States Trade Representative • His roles overseeing strategic growth and leveraging technology to expand digital inclusion at Mastercard and as a Distinguished Fellow on the Council of Foreign Relations enable him to offer guidance to the Company on international markets in which we participate, factors affecting international trade and the balance of risks and opportunities in a dynamic marketplace, including digital governance issues and cybersecurity risks • Mr. Froman’s perspective is particularly impactful given our strategic focus on innovation in changing markets and the global growth of our customer base Other Key Skill Sets • International trade, finance, executive and brand management and risk management gained through executive leadership roles at Citigroup • Meaningful experience with alternative investments business and environmental and social policy implementation

		CHIEF EXECUTIVE OFFICER, THE WALT DISNEY COMPANY
		Age: 71 Director since: 2022; 2000-2021 Committees: Executive
						Experience: 2022–Present 2020–2021 2012–2020 2005–2012 2000–2005 1999–2000 1994–1999		Chief Executive Officer, The Walt Disney Company Chairman of the Board and Executive Chairman, The Walt Disney Company Chairman and Chief Executive Officer, The Walt Disney Company President and Chief Executive Officer, The Walt Disney Company President and Chief Operating Officer, The Walt Disney Company Chairman, ABC Group; President, Walt Disney International President and Chief Operating Officer, ABC, Inc. (a broadcasting company)
						Former Public Company Directorships: The Walt Disney Company (2000–2021) Apple Inc. (2011–2019)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Gained through his experience serving as Chief Executive Officer of Disney for 15 years, Mr. Iger has an unmatched knowledge of the Company and the creative content it produces, and an in-depth understanding of fostering innovation through technology and connecting to audiences in our markets around the world • Throughout Mr. Iger’s tenure at Disney, he successfully expanded the Company’s geographic presence, identified new revenue streams and initiated the Company’s DTC efforts, expanding the scale and global reach of Disney’s storytelling and streaming services • Mr. Iger has also furthered Disney’s rich history of storytelling through the successful landmark acquisitions and integration of Pixar, Marvel, Lucasfilm and 21st Century Fox • Mr. Iger carried the same level of dedication into his role as Executive Chairman, where he oversaw Disney’s creative endeavors, providing audiences with engaging stories and compelling characters, and as a consultant to the Board and leadership team throughout 2022 • His detailed understanding of all facets of the Company, prior experience leading Disney through various market conditions and implementing successful strategic shifts throughout his career have uniquely positioned Mr. Iger to serve as Chief Executive Officer of Disney and a member of the Board of Directors at this time Other Key Skill Sets • Knowledge of finance and accounting and operational expertise gained through experience in Chief Executive Officer and other leadership positions • Deep understanding of risk management and corporate governance and social initiatives gained through his public company board experience The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected.

		CHIEF EXECUTIVE OFFICER AND MANAGING PARTNER, WE FAMILY OFFICES
		Age: 73 Director since: 2015 Committees: Governance and Nominating; Compensation (Chair)
						Experience: 2013–Present 2005–2012 2001–2005 1983–2001		Chief Executive Officer and Managing Partner, WE Family Offices (a wealth management company and registered investment advisor) Chief Executive Officer, GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc. (a bank holding company) Chairman and Chief Executive Officer, JP Morgan Private Bank, a division of JP Morgan Chase & Co. (an investment banking company) Various positions (most recently Managing Director, Global Private Banking Group), The Chase Manhattan Bank (a consumer banking company)
						Other Public Company Directorships: The Coca-Cola Company (2008–Present)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • As the founder of the Institute for the Fiduciary Standard and advisory board member of the Millstein Center for Global Markets and Corporate Ownership, Ms. Lagomasino is an expert in the field of governance and social thought leadership • As an executive leader in private banking industries and as a member of the Council on Foreign Relations, she has deep wealth management, investment and fiduciary expertise and extensive experience in leading complex organizations and evaluating businesses in a variety of industries with varying size and complexities • She brings meaningful experience in executive compensation-related matters from her role as Chair of the Company’s Compensation Committee, where she focuses on overseeing the alignment of incentive structures with shareholder value creation and execution of long-term strategic priorities • Significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards Other Key Skill Sets • Extensive experience across domestic and international finance, investment and capital markets through her roles at WE Family Offices and JP Morgan

		CHIEF EXECUTIVE OFFICER, LULULEMON ATHLETICA INC.
		Age: 51 Director since: 2021 Committees: Compensation
						Experience: 2018–Present 2013–2018 2011–2013		Chief Executive Officer, lululemon athletica inc. (an athletic apparel company) President and Chief Executive Officer, Sephora Americas, a division of the LVMH group of luxury brands President and Chief Executive Officer, Sears Canada (a department store company)
						Other Public Company Directorships: lululemon athletica inc. (2018–Present) Former Public Company Directorships: Sephora Americas (2013–2018)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Mr. McDonald has over 25 years of retail experience, bringing powerful insight to the Board on integrating customer experience and brand awareness • As Chief Executive Officer of lululemon athletica, he has led the company in innovating integrated guest experiences and offers valuable perspective on the growth, development and guest innovation of an international consumer business that is particularly relevant to Disney’s leadership team • Mr. McDonald is responsible for the growth, development and consumer product operations of lululemon athletica, including overseeing the company’s incorporation and expansion of a DTC offering and creative product design, providing him a fundamental understanding of consumer strategies that support and accelerate customer engagement Other Key Skill Sets • Deep understanding of management, leadership and executive management from his experience at lululemon athletica • Strong knowledge of finance and accounting, risk management and corporate governance and social initiatives gained through his role as a public company chief executive officer

		EXECUTIVE CHAIRMAN, NIKE, INC.
		Age: 67 Director since: 2016 Committees: Compensation; Incoming Executive Committee Chair; Incoming Governance and Nominating Chair
						Experience: 2020–Present 2006–2020 1979–2006		Executive Chairman, NIKE, Inc. (a footwear and apparel company) President and Chief Executive Officer, NIKE, Inc. Various positions (including product research, design and development, marketing and brand management), NIKE, Inc.
						Other Public Company Directorships: NIKE, Inc. (2006–Present)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • As the former President and Chief Executive Officer of NIKE, Mr. Parker has overseen and managed the growth of a complex, global organization, and has experience exercising cost discipline and oversight of organizational structure, as well as executive management succession planning, bringing a valuable perspective to fellow directors and the broader leadership team • Through this experience, Mr. Parker brings first-hand knowledge of workforce and human capital management including managing creative talent and compensation, a critical skill set for Disney’s Board given our continued focus on human capital management oversight • Mr. Parker offers a unique insight to the Company regarding the design, production, marketing and distribution of consumer products and managing a major international consumer brand through various market evolutions over a more than 40-year time period Other Key Skill Sets • Financial and executive management and risk management background gained through roles as President and Chief Executive Officer, as well as Executive Chairman of NIKE • Experience in integrating environmental and social practices into corporate strategy through his leadership at NIKE as the company integrated sustainable innovation into product development and manufacturing

		FORMER EXECUTIVE VICE PRESIDENT, CVS HEALTH CORPORATION
		Age: 57 Director since: 2019 Committees: Audit (Incoming Chair)
						Experience: 2018–2020 2018–2020 2006–2017 2003–2006 1990–2005		Executive Vice President, CVS Health Corporation (a pharmacy company) President, CVS Caremark, the pharmacy benefits management business of CVS Health Corporation Chief Financial Officer and Executive Vice President of Global Services, Eli Lilly and Company (a pharmaceutical company) Vice President and Controller, Eli Lilly and Company Various Executive Positions, Eli Lilly and Company
						Other Public Company Directorships: The Carlyle Group Inc. (2021–Present) Bristol-Myers Squibb Company (2020–Present) Target Corporation (2007–2018); (2020–Present)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Mr. Rice offers deep experience on the alignment of financial and strategic objectives and an understanding of cost discipline and effective organizational structure, a primary focus of the Company’s Board and management team particularly throughout Disney’s strategic evolution, through his experience in key financial and operational roles at global companies, including as Chief Financial Officer of Eli Lilly for more than a decade • His strong knowledge of large brand-focused organizations gained through experience leading the pharmacy benefits management business of CVS Health and as Chief Financial Officer of Eli Lilly has been a valuable addition to the Board • Mr. Rice provides expertise in financial oversight and accounting through his financial executive experience, as well his experience as an audit committee member of public companies, enhancing Disney’s Audit Committee oversight of risks that may arise out of financial planning and reporting, internal controls and information technology Other Key Skill Sets • Strong understanding of broader risk management oversight and complex, global business operations through senior operation roles at CVS and Eli Lilly • Deep understanding of strategic planning, corporate governance and social initiatives through service on other public company boards

“Incoming” as used above under “Committees” indicates that the Board intends to appoint the Director to such committee, in the case of Ms. Everson, or as Chair of such committee, in the case of Mr. Parker and Mr. Rice, following the 2023 Annual Meeting.

Audit Committee

Members: Safra A. Catz (Sitting Chair), Francis A. deSouza and Derica W. Rice (Incoming Chair)

The Audit Committee is responsible for, among other things, overseeing the Company’s financial statements, internal controls and audit, compliance with legal and regulatory requirements and independent auditor. The Committee also has oversight of cybersecurity and data security risks and mitigation strategies. The Committee also reviews the Company’s policies and practices with respect to risk assessment and risk management. The Committee met 9 times during fiscal 2022. All of the members of the Committee are independent within the meaning of SEC regulations, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Board has determined that all members of the Committee, Ms. Catz, Mr. deSouza and Mr. Rice, are qualified as audit committee financial experts within the meaning of SEC regulations and that they have accounting and related financial management expertise within the meaning of the listing standards of the New York Stock Exchange and that Mr. Froman, who served on the Committee through January 10, 2022, is financially literate within the meaning of the listing standards of the New York Stock Exchange. The Board has determined that Mr. Rice’s simultaneous service on the audit committees of more than three public companies will not impair his ability to effectively serve on the Committee. Following the 2023 Annual Meeting, the Board intends to appoint Mr. Rice as the Chair of the Committee. Ms. Catz will remain as a member of the Committee.

Corporate Governance 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 standing 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.

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 third-party executive search firms 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 but not limited to:

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. The current nominees’ qualifications set forth in their individual biographies under the section titled “Directors” sets out how each of the current nominees (comprised of all current Directors other than Ms. Arnold) contributes to the mix of experience and qualifications the Board seeks. The Board also considers the tenure policy under the Corporate Governance Guidelines, pursuant to which the Board will not nominate for re-election any non-management Director that completed fifteen years of service as a member of the Board on or prior to the date of election or any Director that turned 75 years of age of older in the calendar year preceding the related annual meeting, in each case, unless the Board concludes that such Director’s continuing service would better serve the best interests of the shareholders.

In making its recommendations with respect to the nomination for election or 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 2023, the Board appointed two new directors: Carolyn Everson and Bob Iger. Ms. Everson was recommended by non-management directors, a third-party search firm and a shareholder. In connection with Ms. Everson’s appointment, the Company entered into a support agreement with Third Point pursuant to which the Company appointed Ms. Everson as a director and agreed to include Ms. Everson as a director nominee for the 2023 Annual Meeting and Third Point agreed to customary standstill, voting and other provisions through the 2024 Annual Meeting. Mr. Iger was recommended by non-management directors. The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected.

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.