Walt Disney (DIS) 10-K/A risk factor changes: FY2023 vs FY2022

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: FORM][added: FORM 10-K/A]

[removed: (Amendment] [added: (Amendment] No. [removed: 1)][added: 1)]

| [added: | | |] ☒ | [added: | | | | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year ended [removed: October 1, 2022][added: September 30, 2023]

| [added: | | |] ☐ | [added: | | | | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the transition period from [added: __________ to __________.]

Commission File Number [added: 001-38842]

[removed: ][added: ]

| [removed: Delaware] [added: Delaware] | | [removed: 83-0940635] | [added: | | | 83-0940635 | | |]

| State or Other Jurisdiction of Incorporation or Organization | | [added: | | | |] I.R.S. Employer Identification | [added: | |]

[removed: 500] [added: 500] South Buena Vista [removed: Street][added: Street]

[removed: Burbank,] [added: Burbank,] California [removed: 91521][added: 91521]

[removed: 560-1000][added: (818) 560-1000]

| Title of each class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of each exchange on which registered | [added: | |]

| Common Stock, $0.01 par value | | [added: | | | |] DIS | | [added: | | | |] New York Stock Exchange | [added: | |]

Yes [removed: ☒] [added: x] No [removed: ☐][added: o]

Yes ☐ No [removed: ☒][added: x]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation [added: S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a [added: non-accelerated filer, a smaller reporting company or an emerging growth company.]

[removed: filer, a smaller] [added: | Non-accelerated filer | | | | | | ☐ | | | | | | Smaller] reporting company [removed: or an emerging growth company.][added: | | | | | | ☐ | | |]

See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule [added: 12b-2 of the Exchange Act.]

| Large accelerated filer | | [removed: ☒] | | [added: | | x | | | | | |] Accelerated filer | | [added: | | | |] ☐ | [added: | |]

| | | | | [added: | | | | | | | |] Emerging growth company | | [added: | | | |] ☐ | [added: | |]

Indicate by check mark whether the registrant is a shell company (as defined in Rule [added: 12b-2 of the Act).]

[added: The aggregate market value of common stock held by non-affiliates] (based on the closing price on the last business day of the registrant’s most recently completed second fiscal quarter as reported on the New York Stock Exchange-Composite Transactions) was [removed: $249.5] [added: $182.9] billion.

There were [removed: 1,826,784,847] [added: 1,834,285,760] shares of common stock outstanding as of January [removed: 18, 2023.][added: 17, 2024.]

| [removed: Auditor Name:] [added: Auditor Name:] PricewaterhouseCoopers LLP | | [removed: Auditor Location:] [added: | Auditor Location:] Los Angeles, California | | [removed: Auditor] [added: | Auditor] Firm [removed: ID:] [added: ID:] 238 | [added: | |]

[removed: CAUTIONARY] [added: CAUTIONARY] NOTE [removed: REGARDING] [added: ON] FORWARD-LOOKING [removed: STATEMENTS][added: STATEMENTS]

Such differences may result from actions taken by the Company, including restructuring or strategic initiatives [added: (including capital investments, asset acquisitions] or [added: dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the content we create and IP we invest in, our pricing decisions, our cost structure and our management and] other [added: personnel decisions), our ability to quickly execute on cost rationalization while preserving revenue, the discovery of additional information or other] business decisions, as well as from developments beyond the Company’s control, including: [removed: further] [added: the occurrence of subsequent events;] deterioration in domestic and global economic [removed: conditions, including heightened inflation, capital market volatility, interest rate and currency rate fluctuations and economic slowdown] [added: conditions] or [removed: recession;] [added: failure of conditions to improve as anticipated;] deterioration in or pressures from competitive [removed: conditions;] [added: conditions, including competition to create or acquire content, competition for talent and competition for advertising revenue;] consumer preferences and acceptance of our [removed: content] [added: content, offerings, pricing model] and [removed: offerings;] [added: price increases, and corresponding subscriber additions and churn, and the market for advertising sales on our direct-to-consumer services and linear networks;] health concerns and their impact on our [removed: businesses;] [added: businesses and productions;] international, [removed: regulatory,] political or military developments; [added: regulatory and legal developments;] technological developments; labor markets and [removed: activities;] [added: activities, including work stoppages;] adverse weather conditions or natural disasters; and [removed: legal or regulatory changes.][added: availability of content.]

Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or [added: profitability, including direct-to-consumer] profitability; [removed: and] demand for our products and [removed: services.][added: services; the performance of the Company’s content; our ability to create or obtain desirable content at or under the value we assign the content; the advertising market for programming; income tax expense; and performance of some or all Company businesses either directly or through their impact on those who distribute our products.]

Additional factors [removed: are set forth] [added: include those described] in the Company’s Annual Report on Form 10-K for the [added: fiscal] year ended [removed: October 1, 2022,] [added: September 30, 2023, including] under the captions “Risk Factors,” “Management’s Discussion and [removed: Analysis”] [added: Analysis of Financial Condition] and [added: Results of Operations,” and] “Business,” [added: in our subsequent quarterly reports on Form 10-Q, including under the captions “Risk Factors”] and [added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in our] subsequent filings with the Securities and Exchange Commission [removed: (“SEC”), including, among others, quarterly reports on Form 10-Q.][added: (“SEC”).]

[removed: EXPLANATORY NOTE][added: EXPLANATORY NOTE]

[added: This Amendment No. 1 on Form 10-K/A] (this “Amendment”) amends The Walt Disney Company’s Annual Report on Form [added: 10-K for the fiscal year ended September 30, 2023, originally filed with the SEC on November 21, 2023 (the “Original Form 10-K”).]

We are filing this Amendment pursuant to General Instruction G(3) of Form 10-K, as we currently expect that our definitive proxy statement for the [removed: 2023] [added: 2024] annual meeting of stockholders [removed: (“2023 Annual] [added: (“Annual] Meeting”) will be filed later than the 120th day after the end of the last fiscal year.

[removed: | | • | |] [added: -] amend Part III, Items 10, 11, 12, 13 and 14 of the Original Form 10-K to include the information required by and not included in such Items; [removed: |]

[removed: | | • | |] [added: -] delete the reference on the cover of the Original Form 10-K to the incorporation by reference of certain information from our proxy statement into Part III of the Original Form 10-K; and [removed: |]

[removed: | | • | |] [added: -] file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and to Section 302 of the Sarbanes-Oxley Act of 2002. [removed: |]

[added: This] Amendment does not otherwise change or update any of the disclosures set forth in the Original Form [added: 10-K.]

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes ☐ No x

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These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

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10-K/A

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to

001-38842

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(818)

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S-T

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

non-accelerated

12b-2

of the Exchange Act.

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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |

of the Act).

The aggregate market value of common stock held by

non-affiliates

Actual results may differ materially from those expressed or implied.

Each such risk includes the current and future impacts of and is amplified by, the COVID-19 pandemic and related mitigation efforts.

This Amendment No. 1 on Form

10-K

for the fiscal year ended October 1, 2022, originally filed with the SEC on November 29, 2022 (the “Original Form

10-K”).

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This

10-K.

| [SIGNATURES](#toc431948_7) | | | | | 63 | |

[removed: Executive Officers][added: Executive Officers]

[removed: Directors][added: 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 [removed: 17, 2023] [added: 16, 2024] are set forth below.

| | | [added: |] Mary T. Barra | | | | | | | | | [added: | | | | | | | | |]

| | | [added: |] CHAIR AND CHIEF EXECUTIVE OFFICER, GENERAL MOTORS COMPANY | | | | | | | | | | | | | [added: | | | | |]

| | | | | | | [removed: Experience: 2016–Present 2014–2016] [added: | | |] 2013–2014 [removed: 2011–2013 2009–2011 2008–2009] | | [removed: Chair and Chief Executive Officer, General Motors Company (an automotive manufacturing company) Chief Executive Officer, General Motors Company] [added: |] Executive Vice President, Global Product Development, Purchasing and Supply Chain, General Motors Company [removed: 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] | | | | | | | [added: | |]

| | | | | | | [added: | | |] Other Public Company Directorships: General Motors Company (2014–Present) | | | | | | | | | [added: | | |]

| | | | [added:  Age: 62 Director since: 2017 Committees: Compensation] | | | [added: | | | | | |] Notable Experience Aligned with Disney’s Strategy and Key Board Contributions [removed: • Ms.] [added: •Ms.] Barra has deep experience in [removed: strategy] [added: strategy, innovation] and brand evolution through her role in driving General Motors’ transformation to electric [added: vehicles by prioritizing strategic investments in connectivity] and [removed: autonomous vehicles,] [added: electrification driving technologies,] which provides [removed: a critical] [added: an important] perspective on the Board throughout the Company’s own strategic progression and embracing of technological change and shifts in consumer sentiment [removed: • Ms. Barra’s position as] [added: •As] Chief Executive Officer of General [removed: Motors affords her the ability to provide] [added: Motors, she provides] invaluable insight [removed: to both the leadership team and fellow Board members] on [removed: long-term strategic decision making,] large-scale cost [removed: rationalization and] [added: rationalization,] organizational restructuring and maintaining strong brand leadership [removed: • She] [added: •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 [removed: • Overseeing] [added: •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 [removed: and managing supply chain and inflationary product environments] through her various executive roles at General Motors [removed: • Governance] [added: •Governance] and public policy thought leadership, understanding of worldwide consumer markets and risks facing large public companies with complex retail operations through her [added: previous] role as chair of the Business Roundtable | | | | | | | | |

| | | [added: |] Safra A. Catz | | | | | | | | | [added: | | | | | | | | | | | |]

| | | [added: |] CHIEF EXECUTIVE OFFICER, ORACLE CORPORATION | | | | | | | | | | | | | [added: | | | | | | | |]

| | | | | | | [removed: Experience:] [added: | | | | | |] 2014–Present [removed: 2011–2014 2008–2011 2005–2008 2004–2005 1999–2004] | | [added: |] Chief Executive Officer, Oracle Corporation (a computer technology corporation) [removed: President and Chief Financial Officer, Oracle Corporation President, Oracle Corporation President and Chief Financial Officer, Oracle Corporation President, Oracle Corporation Various positions, Oracle Corporation] | | | | | | | [added: | |]

| | | | | | | [added: | | | | | |] Other Public Company Directorships: Oracle Corporation (2001–Present) | | | | | | | | | [added: | | |]

| | | | [added:  Age: 62 Director since: 2018 Committees: Audit] | [added: | | | | | | | |] Notable Experience Aligned with Disney’s Strategy and Key Board Contributions [removed: • Through] [added: •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 [removed: • Ms.] [added: •Ms.] Catz oversaw the successful acquisition and integration of companies at [removed: Oracle,] [added: Oracle and led the company through] a [added: period of tremendous growth and innovation, a] key skill set to contribute to the Board throughout Disney’s prior acquisition strategies and future development [removed: • Ms.] [added: •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 [removed: • Her] [added: •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 [removed: • Cybersecurity] [added: •Cybersecurity and artificial intelligence] oversight, including the protection of electronically stored data from her executive roles at Oracle [removed: • Brand] [added: and through her experience reviewing advances in artificial intelligence as a commissioner of the National Security Commission on Artificial Intelligence •Brand] management and governance thought leadership developed through the oversight of the strategic direction of Oracle | | | | | | | | | | | [added: |]

| | | [added: |] Amy L. Chang | | | | | | | | | [added: | | | | | | | | | | | |]

| | | [added: |] FORMER EXECUTIVE VICE PRESIDENT, CISCO SYSTEMS, INC. | | | | | | | | | | | | | [added: | | | | | | | |]

| | | | | | | [removed: Experience:] [added: | | | | | |] 2018–2020 [removed: 2013–2018 2005–2012] | | [added: |] Executive Vice President and General Manager, Collaboration, Cisco Systems, Inc. (a networking hardware company) [removed: 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)] | | | | | | | [added: | |]

| | | | | | | [removed: Other Public Company Directorships: Procter & Gamble (2017–Present)] [added: | | | | | |] Former Public Company Directorships: Marqeta, Inc. (2021–2022) Cisco Systems, Inc. (2016–2018) [removed: Splunk, Inc. (2015–2017)] | | | | | | | | | [added: | | |]

| | | | [added:  Age: 47 Director since: 2021 Committees: Governance and Nominating] | [added: | | | | | | | |] Notable Experience Aligned with Disney’s Strategy and Key Board Contributions [removed: • Ms.] [added: •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 [removed: • She] [added: •She] provides a unique viewpoint of emerging technology trends and [added: their implications for consumer and retail businesses and] the implementation of innovative technological business strategies that are particularly important [removed: to] [added: as the company evaluates the impact of, and opportunities presented by, new technologies in content production,] our [removed: Media] [added: direct-to-consumer businesses] and [removed: Entertainment Distribution business • Ms.] [added: our parks •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 [removed: • Risk] [added: •Risk] management oversight experience specific to digital and technology-forward companies, including [removed: cybersecurity,] [added: cybersecurity and artificial intelligence,] gained through her tenure at Cisco [removed: • Deep] [added: and Accompany •Deep] understanding of strategic planning, corporate governance, social initiatives and executive management succession planning gained through public company board leadership | | | | | | | | | | | [added: |]

| | | [added: |] Francis A. deSouza | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| | | [removed: PRESIDENT] [added: | FORMER PRESIDENT] AND CHIEF EXECUTIVE OFFICER, ILLUMINA, [removed: INC.] [added: INC] | | | | | | | | | | | | | [added: | | | | | | | | | | |]

| | | | | | | [added: | | |] Other Public Company Directorships: [removed: Illumina,] [added: NIKE,] Inc. [removed: (2014–Present)] [added: (2006–Present)] | | | | | | | | | [added: | | | | | | | | |]

| | | | [added:  Age: 53 Director since: 2018 Committees: Audit] | [added: | | | | | | | |] Notable Experience Aligned with Disney’s Strategy and Key Board Contributions [removed: • Through his] [added: •Mr. deSouza has unique] experience [added: with the growth and maturation of technology businesses, including leading Illumina through a pivotal strategic shift from being a research genomics leader to also serving clinical markets, which are important] as [added: the Board considers the Company's efforts to innovate for the future and leverage technology to advance its strategy •As former] Chief Executive Officer of Illumina, Inc. and [added: from his experience in] prior senior leadership roles at Symantec Corporation and other technology companies, [removed: Mr. deSouza] [added: he] provides [removed: a deep] [added: an] understanding of executive management and international business operations, in addition to a strong knowledge of brand management and product development [removed: • 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] [added: •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 [removed: • Cybersecurity] [added: •Cybersecurity] expertise through experience at Symantec [removed: • Knowledge] [added: •Knowledge] of finance and accounting gained through experience in Chief Executive Officer and other leadership positions [removed: • Oversight] [added: •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 | | | | | | | | | | | [added: | | | |]

| | | [added: |] Carolyn N. Everson | | | | | | | | | [added: | | | | | | | | | | | |]

| | | [added: |] FORMER PRESIDENT, INSTACART | | | | | | | | | | | | | [added: | | | | | | | |]

| | | | | | | [added: | | |] Other Public Company Directorships: The Coca-Cola Company [removed: (2022–Present) Former Public Company Directorships: The Hertz Corporation (2013–2018)] [added: (2008–Present)] | | | | | | | | | [added: | | | | | |]

| | | | [added:  Age: 52 Director since: 2022 Committees: Compensation] | [added: | | | | | | | |] Notable Experience Aligned with Disney’s Strategy and Key Board Contributions [removed: • Ms. Everson offers strong insight to the Board and leadership team on branded, consumer-facing technology and media subject matters, informed by] [added: •From] her experience leading marketing solutions and global sales teams at Instacart, Meta Platforms, Inc. and Microsoft Corporation [removed: • Through her experience in global digital advertising, she provides impactful perspectives on] [added: and as a former board member of Creative Artists Agency, Ms. Everson offers strong insight to] the [added: Board and leadership team on navigating evolving media landscapes and advertising environments as well as branded, consumer-facing technology and its] intersection [added: with marketing, which has been critical to the Board's oversight] of [removed: marketing] [added: the Company’s operations] and [removed: direct-to-consumer (“DTC”) technology, an important aspect of Disney’s] strategy as we continue to expand our customer base [removed: • Through] [added: •As a senior advisor for Permira, a private equity firm focused on technology and consumer brands, and a senior advisor for Boston Consulting Group in the Technology, Media & Telecom and Marketing, Sales & Pricing practice areas, Ms. Everson brings experience evaluating internet and digital media businesses from an investor perspective •Through] her public company board leadership experience, Ms. Everson maintains an understanding of large-scale cost rationalization and effective organizational structure [removed: • Ms.] [added: •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 [removed: • Understanding] [added: •Understanding] of business development and executive management processes gained through leadership of strategy teams at global technology companies [removed: • Risk] [added: •Risk] management and corporate governance oversight through her public company board experience *The Company entered into a support agreement with Third Point [added: LLC] pursuant to which the Company appointed Ms. Everson as a director and agreed to include Ms. Everson as a director nominee for the [removed: 2023] Annual [removed: Meeting] [added: Meeting,] and Third Point [added: LLC] agreed to customary standstill, voting and other provisions through the [removed: 2024] Annual Meeting.* | | | | | | | | | | | [added: |]

| | | [added: |] Michael B. G. Froman | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| | | [removed: VICE CHAIRMAN AND PRESIDENT, STRATEGIC GROWTH, MASTERCARD INCORPORATED] | | | | | | | | | | [added: 2018–2023] | | | [added: | | | Vice Chairman and President, Strategic Growth, Mastercard Incorporated (a financial services company) | | | | | | | | |]

| | | | | | | [removed: Experience: 2018–Present 2013–2017 2009–2013] [added: | | | | | |] 1999–2009 | | [removed: 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] [added: | | | |] Various positions (including Chief Executive Officer of CitiInsurance and Chief Operating Officer of alternative investments business), Citigroup (a financial services company) | | | | | | | [added: | |]

| | | | [added:  Age: 61 Director since: 2018 Committees: Governance and Nominating] | | | [added: | | | | | |] Notable Experience Aligned with Disney’s Strategy and Key Board Contributions [removed: • Mr.] [added: •Mr.] Froman delivers strategic insight to the Board and leadership team on complex international affairs [added: and global issues] gained from his experience as [added: President of] the [added: Council on Foreign Relations, the] Assistant to the President and Deputy National Security Advisor for International Economic Policy, and as the United States Trade Representative [removed: • His] [added: •His] roles [added: as President of the Council on Foreign Relations and as former Vice Chairman and President, Strategic Growth, of Mastercard Incorporated,] overseeing strategic growth and leveraging technology to expand digital inclusion at Mastercard [removed: 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 [removed: marketplace, including] [added: marketplace •Mr. Froman has deep expertise in the complex] digital governance [added: and cyber] issues [added: facing global companies, including international regulation of digital platforms, cross border data flows] and [added: data usage, as well as concerns about privacy protection and] cybersecurity [removed: risks • Mr.] [added: •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 [removed: • International] [added: •International] trade, finance, executive and brand management and risk management gained through executive leadership roles [removed: at Citigroup • Meaningful] [added: •Meaningful] experience with alternative investments business and environmental and social policy implementation | | | | | | | | | [added: | | | | | |]

| | | [added: |] Robert A. Iger | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| | | [added: |] CHIEF EXECUTIVE OFFICER, THE WALT DISNEY COMPANY | | | | | | | | | | | | | [added: | | | | | | | | | | |]

| | | | | | | [removed: Experience: 2022–Present 2020–2021] [added: | | |] 2012–2020 [removed: 2005–2012 2000–2005 1999–2000 1994–1999] | | [removed: Chief Executive Officer, The Walt Disney Company Chairman of the Board and Executive Chairman, The Walt Disney Company] [added: | | | |] Chairman and Chief Executive Officer, The Walt Disney Company [removed: 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)] | | | | | | | [added: | | | | |]

| | | | | | | [added: | | |] Former Public Company Directorships: The Walt Disney Company (2000–2021) Apple Inc. (2011–2019) | | | | | | | | | [added: | | | | | | | | |]

| | | | [added:  Age: 72 Director since: 2022; 2000-2021 Committees: Executive] | [added: | | | | | | | |] Notable Experience Aligned with Disney’s Strategy and Key Board Contributions [removed: • Gained] [added: •Gained] through his experience serving as Chief Executive Officer of Disney for 15 [removed: years,] [added: years and former Executive Chairman,] 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 [removed: • Throughout] [added: •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 [removed: • Mr.] [added: •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 [removed: • 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] [added: •His] detailed understanding of all facets of the Company, [added: and] prior experience leading Disney through various market conditions and implementing successful strategic shifts throughout his [removed: career] [added: 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 [removed: • Knowledge] [added: •Knowledge] of finance and accounting and operational expertise gained through experience in Chief Executive Officer and other leadership positions [removed: • Deep] [added: •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.* | | | | | | | | | | | [added: | | | |]

| | | [added: |] Maria Elena Lagomasino | | | | | | | | | [added: | | | | | | | | | | | |]

| | | [added: |] CHIEF EXECUTIVE OFFICER AND MANAGING PARTNER, WE FAMILY OFFICES | | | | | | | | | | | | | [added: | | | | | | | |]

| | | | | | | [added: | | |] Other Public Company Directorships: [added: Under Armour, Inc. (2023–Present)] The Coca-Cola Company [removed: (2008–Present)] [added: (2022–Present)] | | | | | | | | | [added: | | | | | |]

| | | | [added:  Age: 74 Director since: 2015 Committees: Governance and Nominating; Compensation (Chair)] | [added: | | | | | | | |] Notable Experience Aligned with Disney’s Strategy and Key Board Contributions [removed: • As the] [added: •As a] 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 [removed: • As] [added: •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 [added: from an investor perspective] in a variety of industries with varying size and complexities [removed: • She] [added: •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 [removed: • Significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards] Other Key Skill Sets [removed: • Extensive] [added: •Extensive] experience across domestic and international finance, investment and capital markets through her roles at WE Family Offices and JP Morgan [added: •Significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards] | | | | | | | | | | | [added: |]

| | | [added: |] Calvin R. McDonald | | | | | | | | | [added: | | | | | | | | | | | | | | |]

Mr. Gorman is not a current Director but will join the Board on February 5, 2024 and is included below as a nominee to the Board at the Annual Meeting.

All Directors serve for a term ending at the next annual meeting following the annual meeting at which the Director was elected or following their appointment, as applicable, and until their successors are elected and qualified, or until their earlier death, resignation, disqualification or removal.

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| | | | | | | | | | Employment Experience: | | | | | | | | | | | |

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| | | | | | | | | | 2016–Present | | | Chair and Chief Executive Officer, General Motors Company (an automotive manufacturing company) | | | | | | | | |

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| | | | | | | | | | 2014–2016 | | | Chief Executive Officer, General Motors Company | | | | | | | | |

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| | | | | | | | | | 2011–2013 | | | Senior Vice President, Global Product Development, General Motors Company | | | | | | | | |

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| | | | | | | | | | 2009–2011 | | | Vice President, Global Human Resources, General Motors Company | | | | | | | | |

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| | | | | | | | | | 2008–2009 | | | Vice President, Global Manufacturing Engineering, General Motors Company | | | | | | | | |

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| | | | | | | | | | | | | Employment Experience: | | | | | | | | | | | |

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| | | | | | | | | | | | | 2011–2014 | | | President and Chief Financial Officer, Oracle Corporation | | | | | | | | |

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| | | | | | | | | | | | | 2008–2011 | | | President, Oracle Corporation | | | | | | | | |

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| | | | | | | | | | | | | 2005–2008 | | | President and Chief Financial Officer, Oracle Corporation | | | | | | | | |

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| | | | | | | | | | | | | 2004–2005 | | | President, Oracle Corporation | | | | | | | | |

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| | | Susan E. Arnold | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 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 | | | | | | | | |

| | |  Age: 61 Director since: 2017 Committees: Compensation | | | | | | | | | | | | |

| | | | | | | Former Public Company Directorships: General Dynamics Corporation (2011–2017) | | | | | | | | |

| | |  Age: 61 Director since: 2018 Committees: Audit (Sitting Chair) | | | | | | | | | | | | |

| | |  Age: 46 Director since: 2021 Committees: Governance and Nominating | | | | | | | | | | | | |

| | |  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 | | | | | | |

| | |  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) | | | | | | |

| | |  Age: 60 Director since: 2018 Committees: Governance and Nominating | | | | | | | | | | | | |

| | |  Age: 71 Director since: 2022; 2000-2021 Committees: Executive | | | | | | | | | | | | |

| | |  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) | | | | | | |

| | |  Age: 51 Director since: 2021 Committees: Compensation | | | | | | | | | | | | |

| | |  Age: 67 Director since: 2016 Committees: Compensation; Incoming Executive Committee Chair; Incoming Governance and Nominating Chair | | | | | | | | | | | | |

| | |  Age: 57 Director since: 2019 Committees: Audit (Incoming Chair) | | | | | | | | | | | | |

“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.

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.

| --- | --- | --- |

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.

[removed: Director Compensation][added: Director Compensation]

[added: -] Fiscal [removed: 2022][added: 2022: 148.05% of target]

The elements of annual Director compensation for fiscal [removed: 2022] [added: 2023] were as follows:

| Annual Board retainer | | [removed: $] | [removed: 115,000] [added: $115,000] | | [added: |]

| Annual committee retainer (except Executive Committee)1 | | [removed: $] | [removed: 10,000] [added: $10,000] | | [added: |]

| Annual Governance and Nominating Committee chair retainer2 | | [removed: $] | [removed: 20,000] [added: $20,000] | | [added: |]

| Annual Compensation Committee chair retainer2 | | [removed: $] | [removed: 25,000] [added: $25,000] | | [added: |]

| Annual Audit Committee chair retainer2 | | [removed: $] | [removed: 27,500] [added: $27,500] | | [added: |]

| Annual deferred stock unit grant | | [removed: $] | [removed: 240,000] [added: $240,000] | | [added: |]

| Annual retainer for independent Chairman3 | | [removed: $] | [removed: 145,000] [added: $145,000] | | [added: |]

[removed: | 2 | This] [added: 2This] is in addition to the annual committee retainer the Director receives for serving on the committee. [removed: |]

[removed: | 3 | This] [added: 3This] is in addition to the annual Board retainer, [added: annual] committee [removed: fees] [added: retainer] and [removed: the] annual deferred stock unit grant and at least 50% must be paid in stock. [removed: |]

[removed: After the first anniversary of their start date, such] [added: Such] first-year non-employee Directors will have an additional allowance of $15,000 prorated [removed: for] [added: to reflect] the balance of the [removed: remaining] calendar [removed: year.][added: year remaining after the first anniversary of their start date.]

Directors participate in the Company’s employee gift matching [removed: program on the same terms as senior executives.][added: program.]

[removed: Director] [added: Director] Compensation for Fiscal [removed: 2022][added: 2023]

The following table sets forth compensation earned during fiscal [removed: 2022] [added: 2023] by each person who served as a non-employee Director during the year.

| | | [removed: FEES EARNED OR PAID IN CASH] | [removed: | |] [added: Fees Earned or Paid In Cash] | [removed: STOCK AWARDS] | | [added: Stock Awards] | | [removed: ALL OTHER COMPENSATION] | [added: All Other Compensation] | | | [removed: TOTAL] [added: Total] | | |

| [removed: Mary] [added: Mary] T. [removed: Barra] [added: Barra] | | | 125,000 | | | [removed: | 236,657 |] [added: 240,767] | | | — | | | [added: 365,767] | [removed: 361,657] | |

| [removed: Amy] [added: Amy] L. [removed: Chang] [added: Chang] | | | 125,000 | | | [added: —] | [removed: 236,657] | | [added: —] | | [removed: 41,520] | [added: —] | | | [removed: 403,177] [added: —] | | [added: |]

| [removed: Francis] [added: Francis] A. [removed: deSouza] [added: deSouza] | | | [removed: 125,000] [added: —] | | | [added: —] | [removed: 236,657] | | [added: 125,000] | | [removed: 5,296] | [added: —] | | | [removed: 366,953] [added: 1,417] | | [added: |]

| [removed: Michael] [added: Michael] B.G. [removed: Froman] [added: Froman] | | | [removed: 125,000] [added: —] | | | [added: —] | [removed: 236,657] | | [added: 125,000] | | [removed: 71,968] | [added: —] | | | [removed: 433,625] [added: 1,417] | | [added: |]

| [removed: Calvin] [added: Calvin] R. [removed: McDonald] [added: McDonald] | | | [removed: 125,000] [added: —] | | | [added: —] | [removed: 236,657] | | [added: 125,000] | | [added: |] — | | | [added: 1,417] | [removed: 361,657] | |

For fiscal [removed: 2022,] [added: 2023,] the average interest rate was [removed: 3.67%.][added: 5.30%.]

The following table sets forth the form of fees received by each [removed: Director who elected to receive any portion of the compensation in a form other than currently paid cash.][added: Director.]

Stock units distributed currently were accumulated throughout the year and distributed as shares following December 31, [removed: 2022.][added: 2023.]

| | | [removed: CASH] | [removed: | | |] [added: Cash] | | | | [removed: STOCK UNITS] | | [added: Stock Units] | | | | | | | | |

| | | [removed: PAID CURRENTLY] | [removed: | | | DEFERRED] [added: Paid Currently] | | | [added: Deferred] | [removed: VALUE DISTRIBUTED CURRENTLY] | | [added: Value Distributed Currently] | | [removed: VALUE DEFERRED] | [added: Value Deferred] | | | [removed: NUMBER OF UNITS] [added: Number of Units] | | |

| [removed: Mary] [added: Mary] T. [removed: Barra] [added: Barra] | | | — | | | [removed: |] — | | | [removed: |] — | | | [removed: |] $125,000 | | | [added: 1,417] | [removed: 1,065] | |

| [removed: Francis] [added: Francis] A. [removed: deSouza | | | — | | |] [added: deSouza] | [removed: —] | | [added: 125,000] | | [removed: 125,000] | [added: 240,767] | | | [removed: —] [added: 16,274] | | | [added: 382,041] | [removed: 1,065] | |

| [removed: Michael] [added: Michael] B.G. [removed: Froman | | | — | | |] [added: Froman] | [removed: —] | | [added: 125,000] | | [removed: 125,000] | [added: 240,767] | | | [removed: —] [added: 13,394] | | | [added: 379,161] | [removed: 1,065] | |

| [removed: Maria] [added: Maria] Elena [removed: Lagomasino | | | — | | | | — | | | | — | | | | 159,973] [added: Lagomasino] | | | [added: 23,868] | [removed: 1,364] | |

| [removed: Calvin] [added: Calvin] R. [removed: McDonald | | | — | | |] [added: McDonald] | [removed: —] | | [added: 125,000] | | [removed: 125,000] | [added: 240,767] | | | [removed: —] [added: 13,652] | | | [added: 379,419] | [removed: 1,065] | |

Each Director other than Ms. [added: Everson, Mr. Parker and Ms.] Arnold was awarded [removed: 2,044] [added: 2,721] units in fiscal [removed: 2022.][added: 2023.]

[added: Mr. Parker and] Ms. [removed: Arnold was] [added: Arnold, who both served as independent Chairman for a portion of fiscal 2023, were] awarded [removed: 2,544] [added: 3,141] units [added: and 1,731 units, respectively,] in fiscal [removed: 2022] [added: 2023] due to the annual retainer for independent Chairman.

The following table sets forth all stock units held by each non-management Director serving during fiscal [removed: 2022,] [added: 2023,] as of the end of fiscal [removed: 2022.][added: 2023.]

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters [removed: -] [added: —] “Stock [removed: Ownership*”] [added: Ownership”*] except to the extent they may have been distributed as shares and sold prior to the date of the stock ownership table.

| | | [removed: STOCK UNITS] | [added: Stock Units] | | [added: |]

| [removed: Susan] [added: Susan] E. [removed: Arnold] [added: Arnold] | | | [removed: 25,646] [added: 4,276] | | [added: |]

| [removed: Mary] [added: Mary] T. [removed: Barra] [added: Barra] | | | [removed: 13,043] [added: 17,181] | | [added: |]

| [removed: Safra] [added: Safra] A. [removed: Catz] [added: Catz] | | | [removed: 4,157] [added: 5,895] | | [added: |]

Elements of Director Compensation

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| --- | --- | --- | --- | --- | --- |

1Per committee.

| Susan E. Arnold | | | $109,945 | | | $159,976 | | | $28,876 | | | $298,797 | | |

| Safra A. Catz | | | 138,901 | | | 240,767 | | | — | | | 379,668 | | |

| Amy L. Chang | | | 125,000 | | | 240,767 | | | 54,061 | | | 419,828 | | |

| Carolyn N. Everson | | | 91,280 | | | 208,439 | | | 20,000 | | | 319,719 | | |

| Maria Elena Lagomasino | | | 160,000 | | | 240,767 | | | 7,903 | | | 408,670 | | |

| Mark G. Parker | | | 168,242 | | | 276,384 | | | 7,533 | | | 452,159 | | |

| Derica W. Rice | | | 138,599 | | | 240,767 | | | 29,224 | | | 408,590 | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| Susan E. Arnold | | | $109,945 | | | — | | | — | | | — | | | — | | |

| Safra A. Catz | | | — | | | — | | | $138,901 | | | — | | | 1,569 | | |

| Carolyn N. Everson | | | 13,040 | | | — | | | 39,120 | | | 39,120 | | | 886 | | |

| Mark G. Parker | | | — | | | — | | | — | | | 168,242 | | | 1,923 | | |

| Derica W. Rice | | | — | | | — | | | — | | | 138,599 | | | 1,576 | | |

Ms. Everson was awarded 2,346 units as she served only a portion of fiscal 2023.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Carolyn N. Everson | | | 3,175 | | |

- The incremental cost to the Company of perquisites and other personal benefits for Ms. Arnold, including security charges and product familiarization and travel benefits.

- Reimbursement of tax liabilities associated with the product familiarization and travel benefits.

The reimbursement of associated tax liabilities was $1,681 for Ms. Arnold, $34,061 for Ms. Chang, $16,274 for Mr. deSouza, $13,394 for Mr. Froman, $7,903 for Ms. Lagomasino, $13,652 for Mr. McDonald, $7,533 for Mr. Parker and $9,224 for Mr. Rice.

- The matching charitable contribution of the Company, which was $20,000 for Ms. Chang, $20,000 for Ms. Everson and $20,000 for Mr. Rice.

Over the past century, we have built a strong foundation of creative excellence and innovation, which has only been reinforced by the important restructuring and cost efficiency work we’ve done this year.

Our new structure is restoring creativity to the center of our Company.

Our results reflect the significant progress we’ve made on our priorities over the past year and while we still have work to do to continue improving performance, our progress has allowed us to move beyond this period of fixing and begin building our businesses again.

- Revenues increased 7% year over year to $88.9 billion

- Cash provided by continuing operations increased 64% year over year to $9.9 billion.

EXECUTIVE COMPENSATION OBJECTIVES AND METHODS

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| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Shareholder engagement and responsiveness | | | Independent members of the Board and Investor Relations regularly engage in investor outreach. With regard to executive compensation, the Compensation Committee has addressed shareholder feedback and made changes to compensation for fiscal 2023, including: •Upon hire, set the CEO's total direct compensation below the market median of our peers. In connection with his contract extension, Mr. Iger’s target bonus increased to 500% of base salary, in order to align his target total direct compensation with the median. •Utilized the structure of 60% of the CEO’s fiscal 2023 equity award as performance-based restricted stock units (“PBUs”), in response to feedback to prioritize pay for performance. •As financial uncertainties related to the pandemic have decreased, the portion of fiscal 2023 PBUs vesting subject to return on invested capital (“ROIC”) performance have a single 3-year performance period. In fiscal 2020 - 2022, PBUs vesting subject to ROIC performance had three 1-year performance periods. •For the fiscal 2023 annual bonus plan, significantly increased the required adjusted revenue, adjusted segment operating income and adjusted after-tax free cash flow amounts to achieve target-level payouts year-over-year. Specifically, targets were raised 10%, 35% and more than 100%, respectively. In addition, performance ranges were adjusted to further incentivize performance. •The Compensation Committee adopted a cash severance policy pursuant to which any cash severance payment will not exceed 2.99 times the sum of base salary plus target bonus for Section 16 officers without shareholder approval of such payment. | | |

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| --- | --- | --- | --- | --- |

| 1 | Per committee. |

| --- | --- |

Beginning in calendar 2022, the Board amended the Directors’ participation in the Company’s employee gift matching program to decrease the maximum amount of contributions matched by the Company from $50,000 to $20,000 per calendar year.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Susan E. Arnold | | $ | 214,327 | | | $ | 289,953 | | | | $67,701 | | | $ | 571,981 | |

| Safra A. Catz | | | 152,486 | | | | 236,657 | | | | 50,000 | | | | 439,143 | |

| Maria Elena Lagomasino | | | 159,973 | | | | 236,657 | | | | 100 | | | | 396,730 | |

| Mark G. Parker | | | 125,000 | | | | 236,657 | | | | — | | | | 361,657 | |

| Derica W. Rice | | | 125,000 | | | | 236,657 | | | | 70,000 | | | | 431,657 | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Safra A. Catz | | | — | | | | — | | | | $152,486 | | | | — | | | | 1,300 | |

| Mark G. Parker | | | — | | | | — | | | | — | | | | 125,000 | | | | 1,065 | |

| Derica W. Rice | | | — | | | | — | | | | — | | | | 125,000 | | | | 1,065 | |

| --- | --- | --- |

| • | | The matching charitable contribution of the Company, which was $25,000 for Ms. Arnold, $50,000 for Ms. Catz, $35,000 for Ms. Chang, $55,000 for Mr. Froman and $70,000 for Mr. Rice. Matched amounts exceed $20,000 in a fiscal year if contributions for separate calendar years are made in the same fiscal year or if there were delays in processing earlier year matches and due to the change in maximum amount of contributions matched by the Company in calendar 2022. |

In fiscal 2022, we continued to see strong demand and growth across our businesses and execute on our long-term strategy.

Our content, across our unmatched collection of brands, formats and distribution platforms, continues to meaningfully resonate with audiences around the world and fuel our portfolio of businesses.

We continue to invest in our Media and Entertainment Distribution businesses, ending the fiscal year with over 235 million total DTC subscriptions, preparing to launch the advertising-based tier of Disney+ and generating nearly $3.5 billion at the global box office.

At our Parks, Experiences and Products business, we are beyond pleased with our recovery coming out of the pandemic, launching several new attractions and experiences, resulting in the segment’s largest full year revenue, operating income and margin.

| | | |

| Shareholder engagement and responsiveness | | Investor Relations and members of the Board regularly engage in investor outreach. With regard to executive compensation, the Compensation Committee has addressed shareholder feedback and made changes to compensation for fiscal 2022, including: • Utilized the structure of 50% of the CEO’s fiscal 2022 equity award as performance-based restricted stock units (“PBUs”), in response to feedback to prioritize pay for performance. • Increased PBUs from 30% to 50% of the overall long-term incentive grant value for the NEOs other than the CEO. • Increased the rigor of the test for the total shareholder return (“TSR”) portion of PBUs by setting target performance at the 55th percentile of the S&P 500 companies, an increase from the 50th percentile, with maximum payout at 200% of target. • For the fiscal 2022 annual bonus plan, significantly increased the required revenue and operating income amounts to achieve target-level payouts year-over-year. |

| Incentive plan non-financial metrics | | Fiscal 2022 bonus plan maintains incorporation of diversity and inclusion (e.g., representation, retention and content), which has the highest weighting among a limited number of focused non-financial metrics. |

| Clawback policy | | The Board may recover or cancel any bonus or incentive payments in cases where an executive’s misconduct results in either financial or reputational harm. |

CHANGES FOR FISCAL 2023

| On November 20, 2022, the Company entered into an employment agreement with Mr. Iger and he was appointed as CEO. In connection with the agreement, Mr. Iger’s annual base salary was set at $1,000,000 and he is eligible for an annual bonus determined through financial and individual performance objectives with a target of 100% of base salary (up to a maximum of 200%). Mr. Iger’s annual long-term incentive grant target is $25,000,000 and will have the following vehicle mix: 60% PBUs and 40% stock options. The PBUs have a 2-year performance period aligned with the term of his employment agreement. The Committee determined that Mr. Iger’s interest in the value of his existing equity holdings aligned with his mandate to develop a long-term successor by 2024. The Committee also evaluated the long-term incentive structure of the CEO and NEOs’ executive compensation programs. Starting in fiscal 2020, 50% of PBUs were eligible to vest based on return on invested capital (“ROIC”) performance. While the initial intent was to set a full 3-year ROIC goal, due to challenges in forecasting posed by the COVID-19 pandemic, ROIC goals have been set and measured each year of the 3-year performance period for grants made in fiscal 2020 through fiscal 2022. In November 2022, the Compensation Committee determined that long-term incentive grants made in fiscal 2023 (i.e., in December 2022) will utilize a full 3-year goal for the ROIC portion of PBUs, excluding Mr. Iger’s long-term incentive grant, which will have a 2-year performance period to reflect his 2-year employment term. | | Increase to 60% Performance-Based Units for the CEO | | |

| | Return to full 3-year Return On Invested Capital goal for other NEOs | | | |

The following charts show the percentage of the target total direct annual compensation for first, Mr. Chapek, and second, all NEOs other than Mr. Chapek and Mr. Iger, that varies with performance and equity versus being fixed with respect to fiscal 2022.

This shift reflects a meaningful increase in at-risk compensation, as evidenced by the actual results realized with respect to recent PBU grants.

The fiscal 2022 ROIC test had a threshold, target and maximum of 1.6%, 4.1% and 5.4% respectively.

Actual fiscal 2022 ROIC performance was just under 5.4%, which resulted in 148% payout for the fiscal 2022 portion of the ROIC test, which is being assessed for outstanding PBU grants made in December 2019 and 2020.

As the maximum payout for fiscal 2022 PBU awards increased to 200% of target, ROIC performance of approximately 5.4% resulted in a 196% payout for the fiscal 2022 ROIC portion of grants made in December 2021.

The Compensation Committee believes this PBU structure strongly aligns pay and performance, which is underscored by the decision to further increase the weighting of PBUs for other NEOs.

These decisions were made taking into consideration the results of the most recent shareholder advisory vote on executive compensation.

Based on the results of the advisory vote on executive compensation, members of management and the Board engaged in extensive outreach to shareholders.

The Committee

| Segment Operating Income | | | $ 6,556 | | | | $ 9,856 | | | | $12,656 | | | | $12,121 | | | | 181% | |

[removed: Stock Ownership][added: Stock Ownership]

Applicable percentage ownership is based [removed: on 1,826,281,507] [added: 1,833,541,083] shares outstanding as of January 3, [removed: 2023.][added: 2024.]

| [removed: NAME AND ADDRESS OF BENEFICIAL OWNER] [added: Name and Address of Beneficial Owner] | | [removed: SHARES] | [added: Shares] | | | [removed: PERCENT OF CLASS] [added: Percent of Class] | | |

| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | [removed: 137,951,580] [added: 146,328,5091] | [removed: 1] | | [added: 8.0%] | [removed: 7.6%] | |

| Blackrock, Inc. 55 East 52nd Street New York, NY 10055 | | | [removed: 116,787,053] [added: 120,970,2142] | [removed: 2] | | [added: 6.6%] | [removed: 6.4%] | |

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

[removed: | 1 | According] [added: 1According] 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 [removed: 2,872,987] [added: 2,539,313] shares, sole dispositive power with respect to [removed: 130,617,298] [added: 138,851,722] shares and shared dispositive power with respect to [removed: 7,334,282] [added: 7,476,787] shares. [removed: |]

[removed: | 2 | According] [added: 2According] to Blackrock’s Schedule 13G/A filing with the SEC, Blackrock has sole voting power with respect to [removed: 99,791,576] [added: 107,134,578] shares, shared voting power with respect to no shares, sole dispositive power with respect to [removed: 116,787,053] [added: 120,970,214] shares and shared dispositive power with respect to no shares. [removed: |]

Except as otherwise indicated, all information is as of January 3, [removed: 2023.][added: 2024.]

| [removed: NAME |] [added: Name] | [removed: SHARES1,2] | | [added: Shares1,2] | | [removed: STOCK UNITS3] | [added: Stock Units3] | | | [removed: SHARES ACQUIRABLE WITHIN] [added: Shares Acquirable Within] 60 [removed: DAYS4 |] [added: Days4] | | | [removed: PERCENT OF CLASS] [added: Percent of Class] | | |

| [removed: Mary] [added: Mary] T. [removed: Barra] [added: Barra] | | | 229 | | | [removed: | 14,093 | |] [added: 18,175] | | [removed: —] | [added: \-] | | | * | | [added: |]

| [removed: Michael] [added: Michael] B.G. [removed: Froman | | | 6,220] [added: Froman] | | | [added: 8,623] | [removed: 4,747] | | [added: 6,425] | | [removed: —] | [added: \-] | | | * | | [added: |]

| [removed: Maria] [added: Maria] Elena [removed: Lagomasino] [added: Lagomasino] | | | 2,815 | | | [removed: | 20,484 | |] [added: 24,957] | | [removed: —] | [added: \-] | | | * | | [added: |]

| [removed: Mark] [added: Mark] G. [removed: Parker] [added: Parker] | | | 129 | | | [removed: | 18,813 | |] [added: 24,301] | | [removed: —] | [added: \-] | | | * | | [added: |]

| [removed: Derica] [added: Derica] W. [removed: Rice | | | 5,935] [added: Rice] | | | [added: 1] | [removed: —] | | [added: 13,899] | | [removed: 45,783] | [added: \-] | | | * | | [added: |]

| [removed: All] [added: All] Directors, nominees and executive officers as a group [removed: (16 persons) | | | 426,264] [added: (17 persons)] | | | [added: 257,342.65] | [removed: 114,086] | | [added: 121,123.70] | | [removed: 2,490,594] | [added: 2,242,520.00] | | | * | | [added: |]

[removed: | * | Less] [added: *Less] than 1% of outstanding shares. [removed: |]

[removed: | 1 | 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 [added: an] adult child; Mr. Froman — 20 shares held in a trust; and Mr. Iger — 156 shares held by [added: his] spouse. [removed: All Directors and executive officers as of January 3, 2023 as a group disclaim beneficial ownership of a total of 525 shares. |]

[removed: | 2 | For] [added: 2For] NEOs, the number of shares listed includes interests in shares held in Company savings and investment plans as of January 3, [removed: 2023: Mr. Chapek] [added: 2024: Ms. Coleman] — [removed: 3,597] [added: 776] shares; Mr. Iger — 20,552 shares; [added: Mr. Lansberry — 767 shares;] Ms. McCarthy — [removed: 4,219] [added: 4,307] shares; and all executive officers as of January 3, [removed: 2023] [added: 2024] as a group — [removed: 24,771] [added: 21,328] shares. [removed: |]

[removed: | 3 | 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. [removed: |]

[removed: | 4 | Reflects] [added: 4Reflects] the number of shares that could be purchased by exercise of options exercisable at January 3, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] excluding dividend equivalent units that will vest in that period. [removed: |]

[removed: Equity] [added: Equity] Compensation [removed: Plans][added: Plans]

Information regarding the equity compensation plans of the Company is set forth [removed: i*n Item] [added: in *Item] 11.

Executive Compensation — “Executive Compensation — Compensation Tables — Equity Compensation [removed: Plans.*”][added: Plans.”*]

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| Safra A. Catz | | | 11,131 | | | 6,498 | | | \- | | | * | | |

| Amy L. Chang | | | 1,198 | | | 5,792 | | | \- | | | * | | |

| Robert A. Chapek | | | 216 | | | \- | | | 487,445 | | | * | | |

| Sonia L. Coleman | | | 2,637 | | | \- | | | 14,331 | | | * | | |

| D. Jeremy Darroch | | | 1,156 | | | \- | | | \- | | | * | | |

| Francis A. deSouza | | | 6,056 | | | 9,803 | | | \- | | | * | | |

| Carolyn N. Everson | | | 265 | | | 4,085 | | | \- | | | * | | |

| James P. Gorman | | | \- | | | \- | | | \- | | | * | | |

| Horacio E. Gutierrez | | | 9,407 | | | \- | | | 54,519 | | | * | | |

| Robert A. Iger | | | 204,899 | | | \- | | | 2,156,346 | | | * | | |

| Kevin A. Lansberry | | | 16,534 | | | \- | | | 59,825 | | | * | | |

| Christine M. McCarthy | | | 207,788 | | | \- | | | 531,474 | | | * | | |

| Calvin R. McDonald | | | 1,671 | | | 7,190 | | | \- | | | * | | |

| Kristina K. Schake | | | 6,875 | | | \- | | | 17,324 | | | * | | |

1The 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.

All Directors and executive officers as of January 3, 2024 as a group disclaim beneficial ownership of a total of 747 shares.

3Reflects the number of stock units credited as of January 3, 2024 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 in *Item 11.

Executive Compensation —* “*Director Compensation*,” but do not have current voting or investment power.

| | | | | | | | | |

| --- | --- |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Susan E. Arnold | | | 18,937 | | | | 26,545 | | | | — | | | | * | |

| 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 | | | | — | | | | * | |

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

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

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

| Calvin R. McDonald | | | 451 | | | | 4,328 | | | | — | | | | * | |

| Geoffrey S. Morrell | | | 195 | | | | — | | | | — | | | | * | |

| Paul J. Richardson | | | 1 | | | | 9,583 | | | | — | | | | * | |

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

[removed: Certain] [added: Certain] Relationships and Related Person [removed: Transactions][added: Transactions]

Each of the investment management firms, Vanguard Group, Inc. and Blackrock, Inc., through their affiliates, held more than 5% of the Company’s shares during fiscal [removed: 2022.][added: 2023.]

Vanguard and Blackrock received fees of approximately $1 million and [removed: $11] [added: $9] million, respectively, in fiscal [removed: 2022] [added: 2023] based on the amounts invested in funds managed by them.

The ongoing relationships were reviewed and approved in fiscal [removed: 2022] [added: 2023] by the Governance and Nominating Committee under the *Related Person Transaction Approval Policy*.

The contract [removed: provides] [added: provided] for Mr. B. Chapek to receive an annual base payment of $322,000 in fiscal 2021, $342,000 in fiscal 2022 and $367,000 in fiscal 2023.

Additionally, Mr. B. Chapek [removed: will] [added: would] receive a $200,000 fee for each film on which he [removed: serves] [added: served] as lead producer and an additional bonus calculated by a predetermined formula based on the worldwide box office of films on which he [removed: works,] [added: worked ($31,000 for fiscal 2023),] consistent with a range and structure typical of producer deals at Walt Disney Studios.

This relationship was reviewed and approved in fiscal [removed: 2022] [added: 2023] by the Governance and Nominating Committee under the *Related Person Transaction Approval Policy*.

In fiscal [removed: 2022,] [added: 2023,] Daniel McCormick, son of Christine [removed: McCarthy, Senior Executive Vice President and Chief Financial Officer,] [added: McCarthy] was employed as Senior Manager-Research in the General Entertainment Content business.

[removed: Director Independence][added: Director Independence]

The *Corporate Governance Guidelines* are available on the Company’s Investor Relations website under the “Corporate Governance” heading at [removed: *www.disney.com/investors*] [added: www.disney.com/investors] and in print to any shareholder who requests them from the Company’s Secretary.

Pursuant to the *Corporate Governance Guidelines*, the Board undertook its annual review of Director independence in November [removed: 2022.][added: 2023.]

As a result of this review, the Board affirmatively determined that all of the Directors serving in fiscal [removed: 2022] [added: 2023] or nominated for election at the [removed: 2023] 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, neither of [removed: which] [added: whom] is considered independent because of employment as a senior executive of the Company.

Additionally, Mr. Chapek’s son provided producer services to the Company [added: and was re-hired as an employee] in fiscal [removed: 2022,] [added: 2023,] as discussed under the section titled “*Certain Relationships and Related Person Transactions*” above.

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 [removed: 2022.][added: 2023.]

From October 2022 to June 2023, Mr. B. Chapek received $276,500 of the $367,000 annual base payment, plus an additional $74,667 for production work on a film, under the contract.

In June 2023, MVL Productions LLC terminated the contract and re-hired Mr. B. Chapek as an employee with the title of Executive, Production & Development.

Compensation terms for Mr. B. Chapek include a base salary of $320,000 (prorated for the final three months of fiscal 2023), with a year-end bonus of $94,000, a long-term incentive award of $48,000 granted in December 2023, a signing bonus of $400,000 that was paid in July 2023 and estimated benefits of approximately $5,663.

Mr. B. Chapek is also eligible for Marvel film bonuses.

For fiscal 2023, Mr. B. Chapek earned total compensation and benefits of $963,061.

Mr. B. Chapek was paid an amount and his compensation was structured the same as similarly situated employees.

For fiscal 2023, Mr. McCormick’s base salary was $133,157, his benefits were approximately $11,736 and his bonus was $18,554.

This relationship was reviewed and approved in fiscal 2023 by the Governance and Nominating Committee under the *Related Person Transaction Approval Policy*.

For fiscal 2022, Mr. B. Chapek received his $342,000 base payment plus $40,000, 20% of his producer fee.

In fiscal 2023, Mr. B. Chapek will receive an additional bonus of $31,000 pursuant to the terms of his contract.

For fiscal 2022, Mr. McCormick’s base salary was $64,466 and his benefits were approximately $4,904, each prorated for the period of fiscal 2022 that he was employed by the Company (April 4, 2022 to October 1, 2022), and his bonus was $24,300.

On an annualized basis, his fiscal 2022 base salary would have been $130,000, his benefits would have been approximately $10,626 and his target bonus would be $19,500.

[removed: Auditor] [added: Auditor] Fees and [removed: Services][added: Services]

The following table presents fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of the Company’s annual financial statements and internal control over financial reporting for fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021,] [added: 2022,] together with fees for audit-related, tax and other services rendered by PricewaterhouseCoopers LLP during fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021.][added: 2022.]

Audit-related services consisted principally of audits and agreed upon procedures of other entities related to the Company, viewership rankings and other attest [removed: projects, and consultations on the impact of new accounting rules.][added: projects.]

Other services consisted of other miscellaneous services, including accounting research [removed: software and other non-audit-related attestation services.][added: software.]

| | | [removed: FISCAL 2022] | [added: Fiscal 2023] | | | [removed: FISCAL 2021] [added: Fiscal 2022] | | |

| | | [removed: (IN MILLIONS)] | [added: (in millions)] | | | | | |

| Audit fees | | | [removed: $30.1] [added: $28.9] | | | [added: $30.1] | [removed: $28.6] | |

| Audit-related fees | | | [removed: 2.3] [added: 1.9] | | | [added: 2.3] | [removed: 2.1] | |

| Tax fees | | | [removed: 2.5] [added: 3.0] | | | [added: 2.5] | [removed: 2.9] | |

| All other fees | | | 0.1 | | | [removed: |] 0.1 | | [added: |]

[removed: Policy] [added: Policy] for Approval of Audit and Permitted Non-Audit [removed: Services][added: Services]

[removed: PART IV][added: PART IV]

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[removed: (1) Financial] [added: 1.Financial] Statements and Schedules

The documents set forth below are filed [removed: herewith.][added: herewith or incorporated herein by reference to the location indicated.]

| | | [removed: Exhibit] | [added: Exhibit] | [removed: Location] | [added: | Location | | |]

| [removed: 31(a)] [added: 31(a)] | | [removed: [Rule] [added: | Rule] 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1744489/000119312523014219/d431948dex31a.htm)] [added: 2002] | | [removed: Filed herewith] | [added: [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000064/fy2023_q4x10kaxex31a.htm) | | |]

| [removed: 31(b)] [added: 31(b)] | | [removed: [Rule] [added: | Rule] 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1744489/000119312523014219/d431948dex31b.htm)] [added: 2002] | | [removed: Filed herewith] | [added: [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000064/fy2023_q4x10kaxex31b.htm) | | |]

| [removed: 104] [added: 104] | | [added: |] Cover Page Interactive Data File (embedded within the Inline XBRL document) | | [added: |] Filed herewith | [added: | |]

[removed: SIGNATURES][added: SIGNATURES]

| | | | | | | [added: | | | | | | | | |] THE WALT DISNEY COMPANY | [added: | |]

| | | | | | | [added: | | | | | | | | |] (Registrant) | [added: | |]

| Date: [added: | | |] January 24, [removed: 2023] [added: 2024] | | | | [removed: By:] | | [removed: /S/] [added: | | | | | | /s/] ROBERT A. IGER | [added: | |]

| | | | | | | [added: | | | | | | | | |] (Robert A. Iger | [added: | |]

| | | | | | | [added: | | | | | | | | |] Chief Executive Officer and Director) | [added: | |]

2.Exhibits

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| 3.3 | | | Amended and Restated Bylaws of The Walt Disney Company, effective as of November 30, 2023 | | | [Exhibit 3.1 to the Current Report on Form 8-K of the Company filed November 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm) | | |

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