Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Stock Ownership

Based on a review of filings with the SEC, the Company has determined that the following persons hold more than 5% of the outstanding shares of Disney common stock. Applicable percentage ownership is based on 1,826,281,507 shares outstanding as of January 3, 2023.



NAME AND ADDRESS OF BENEFICIAL OWNER	SHARES			PERCENT OF CLASS

The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		137,951,580	1		7.6%

Blackrock, Inc. 55 East 52nd Street New York, NY 10055		116,787,053	2		6.4%

To our knowledge, except as noted above, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s stock.

1	According to Vanguard’s Schedule 13G/A filing with the SEC, Vanguard has sole voting power with respect to no shares, shared voting power with respect to 2,872,987 shares, sole dispositive power with respect to 130,617,298 shares and shared dispositive power with respect to 7,334,282 shares.

2	According to Blackrock’s Schedule 13G/A filing with the SEC, Blackrock has sole voting power with respect to 99,791,576 shares, shared voting power with respect to no shares, sole dispositive power with respect to 116,787,053 shares and shared dispositive power with respect to no shares.

The following table shows the amount of Disney common stock beneficially owned (unless otherwise indicated) by Directors, nominees and NEOs and by Directors, nominees and executive officers as a group. Except as otherwise indicated, all information is as of January 3, 2023.



NAME	SHARES1,2		STOCK UNITS3		SHARES ACQUIRABLE WITHIN 60 DAYS4		PERCENT OF CLASS

Susan E. Arnold		18,937		26,545		—		*

Mary T. Barra		229		14,093		—		*

Safra A. Catz		8,459		5,016		—		*

Amy L. Chang		120		3,108		—		*

Robert A. Chapek		16,763		—		527,364		*

Francis A. deSouza		4,835		6,941		—		*

Carolyn N. Everson		208		428		—		*

Michael B.G. Froman		6,220		4,747		—		*

Horacio E. Gutierrez		3,185		—		19,211		*

Robert A. Iger		186,874		—		1,925,144		*

Maria Elena Lagomasino		2,815		20,484		—		*

Christine M. McCarthy		186,049		—		496,214		*

Calvin R. McDonald		451		4,328		—		*

Geoffrey S. Morrell		195		—		—		*

Mark G. Parker		129		18,813		—		*

Paul J. Richardson		1		9,583		—		*

Derica W. Rice		5,935		—		45,783		*

Kristina K. Schake		1,818		—		4,242		*

All Directors, nominees and executive officers as a group (16 persons)		426,264		114,086		2,490,594		*

*	Less than 1% of outstanding shares.

The number of shares shown includes shares that are individually or jointly owned, as well as shares over which the individual has either sole or shared investment or voting authority. Some Directors and executive officers disclaim beneficial ownership of some of the shares included in the table, as follows: Ms. Barra — 229 shares held in a trust and by spouse in trust; Ms. Chang — 120 shares held in a trust; Mr. Chapek — 214 shares held in a trust and by adult child; Mr. Froman — 20 shares held in a trust; and Mr. Iger — 156 shares held by spouse. All Directors and executive officers as of January 3, 2023 as a group disclaim beneficial ownership of a total of 525 shares.

2	For NEOs, the number of shares listed includes interests in shares held in Company savings and investment plans as of January 3, 2023: Mr. Chapek — 3,597 shares; Mr. Iger — 20,552 shares; Ms. McCarthy — 4,219 shares; and all executive officers as of January 3, 2023 as a group — 24,771 shares.

Reflects the number of stock units credited as of January 3, 2023 to the account of each non-employee Director participating in the 2011 Stock Incentive Plan. These units are payable solely in shares of Company common stock as described under Item 11. Directors, Executive Officers and Corporate Governance — “Director Compensation,” but do not have current voting or investment power. Excludes unvested restricted stock units awarded to executives under the 2011 Stock Incentive Plan that vest on a performance basis and other restricted stock units awarded to executives that have not vested under their vesting schedules.

4	Reflects the number of shares that could be purchased by exercise of options exercisable at January 3, 2023, or within 60 days thereafter under the Company’s stock option plans and the number of shares underlying restricted stock units that vest within 60 days of January 3, 2023, excluding dividend equivalent units that will vest in that period.

Equity Compensation Plans

Information regarding the equity compensation plans of the Company is set forth in Item 11. Executive Compensation — “Executive Compensation — Compensation Tables — Equity Compensation Plans.”

Previous: Item 11. Executive Compensation · Next: Item 13. Certain Relationships and Related Transactions, and Director Independence