Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 18, 2024

The Walt Disney Company

(Exact name of registrant as specified in its charter)


Delaware	001-38842	83-0940635
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

500 South Buena Vista Street

Burbank, California 91521

(Address of Principal Executive Offices and Zip Code)

(818) 560-1000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

DIS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On July 18, 2024, Safra A. Catz, a director on the Board of Directors (the “Board”) of The Walt Disney Company (the “Company”), informed the Company of her resignation from the Board as of the same date. Following Ms. Catz’s resignation from the Board, the Board reduced the size of the Board from 12 to 11 directors.

A copy of the press release announcing Ms. Catz’s resignation from the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description

99.1						Press Release dated July 19, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



						The Walt Disney Company

By:						/s/ Jolene E. Negre
						Jolene E. Negre
						Associate General Counsel and Secretary

Dated: July 19, 2024

Exhibit 99.1

The Walt Disney Company Announces Departure of Board Director Safra A. Catz

BURBANK, Calif., July 19, 2024 – The Walt Disney Company (NYSE: DIS) announced today that Safra A. Catz, Chief Executive Officer of Oracle Corp., is departing its Board of Directors after six years of distinguished service.

“Throughout her tenure on Disney’s Board of Directors, Safra has provided invaluable insight that has helped shape the company’s long-term strategic planning amid a rapidly changing technological landscape that affects our businesses,” said Robert A. Iger, Chief Executive Officer. “Her contributions have been tremendous, and on behalf of The Walt Disney Company, I want to personally thank Safra for her years of service.”

“I’ve been honored to serve on Disney’s Board, and I am especially proud of the work we’ve done to fortify the company’s unparalleled strengths and continue its rich legacy of innovation,” said Catz. “As I leave the Board today, I am grateful to have had the opportunity to work with Bob and his talented leadership team, and the accomplished members of the Disney Board. I wish the company and its employees every success in the future.”

With Catz’s departure, the size of Disney’s Board has been reduced from 12 directors to 11.

About The Walt Disney Company

The Walt Disney Company, together with its subsidiaries and affiliates, is a leading diversified international family entertainment and media enterprise that includes three business segments: Entertainment, Sports and Experiences. Disney is a Dow 30 company and had annual revenue of $88.9 billion in its Fiscal Year 2023.

Contacts:

David Jefferson

Corporate Communications

david.j.jefferson@disney.com

(818) 560-4832

Mike Long

Corporate Communications

mike.p.long@disney.com

(818) 560-4588

Document and Entity Information Document	Jul. 18, 2024
Document Type	8-K
Document Period End Date	Jul. 18, 2024
Entity Registrant Name	WALT DISNEY CO/
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38842
Entity Tax Identification Number	83-0940635
Entity Address, Address Line One	500 South Buena Vista Street
Entity Address, City or Town	Burbank
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91521
City Area Code	818
Local Phone Number	560-1000
Entity Information, Former Legal or Registered Name	Not applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	DIS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001744489
Amendment Flag	false