Walt Disney Co

F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

The Walt Disney Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

The Walt Disney Company delivered strong financial results for fiscal 2024, achieving notable strategic and creative milestones in each of the Company’s segments. This once again demonstrates the continued progress Disney’s world-class leadership team is making in executing on the Company’s strategic plan under Bob Iger’s exceptional leadership as Chief Executive Officer. The Board is grateful for your support throughout the year and, as we look forward, we have strong confidence in the management team’s plans for continued success.

Ongoing dialogue with our shareholders and responsiveness to feedback is important to the Board and management team. In calendar year 2024, Disney contacted more than 95% of our largest 25 institutional shareholders to discuss a wide range of topics including Board oversight, management succession, executive compensation and enhanced disclosures. The Board and its committees discussed direct input received from investors during these conversations, which helped inform the fiscal 2024 decisions described throughout these proxy materials. We intend to continue our robust approach to understanding shareholder viewpoints on priority topics and incorporating feedback in our Board discussions.

As we communicated throughout the year, the Board remains actively engaged in the high-priority work of management succession planning. As Chair of the Succession Planning Committee, I am focused on managing our succession process, and we have continued to make strong progress over the last year. In response to shareholder feedback, I was pleased to share an update on our expected timing to announce a CEO successor in early 2026. The full Board is engaged in and committed to finding the right leader for the Company and we are planning for a smooth leadership transition that will enable Disney’s continued success.

The Board also remains focused on effective Company oversight, which includes regular evaluation and planning to maintain appropriate Board representation across a broad and relevant set of skills and experiences. Five non-management Directors, including myself, have joined the Board since 2021, bringing additional perspectives and expertise to this already high-quality Board. We will continue to seek strong alignment of our Board’s skills, perspectives and backgrounds to oversee Disney’s strategic priorities.

Finally, on behalf of the entire Disney Board, I want to thank Mark Parker for his nine years of exemplary leadership and dedicated service to our shareholders and the Company. On a personal level, I would add that Mark has been a role model in the way he has guided me and chaired the Board with such grace, humility and intelligence. As he departs the Disney Board, it is a privilege to serve as Chairman of this storied institution at such a significant moment in the Company’s history. I look forward to working closely together with Bob to enable the Company’s continued success, and I’m honored to serve alongside such a talented group of Directors.

We sincerely thank you for your investment in The Walt Disney Company. We look forward to our continued dialogue and to sharing updates on how we are preparing the Company for the years ahead.

James P. Gorman

Chairman of the Board

Fiscal 2024 was a pivotal and successful year for The Walt Disney Company. Amid ongoing and unprecedented industry disruptions, we have emerged from a period of considerable challenges well positioned for growth and optimistic about our future. What has long set Disney apart is the way we successfully leverage our businesses to work seamlessly together to generate value. That was again the case this past fiscal year across our Entertainment, Sports and Experiences segments.

We have reinvigorated our film studios, which are operating with renewed creative strength. Disney ranked number one at the global box office in 2024 with an impressive slate of films that generated $5.46 billion, including Pixar’s Inside Out 2 and Marvel’s Deadpool & Wolverine, both of which set new records. We were the first studio whose films surpassed $5 billion in box office sales worldwide since 2019 and have led the box office for eight of the past nine consecutive years. In television, our branded series and general entertainment programming have been performing exceptionally well, drawing new audiences and winning an unprecedented number of accolades in fiscal 2024, including a record-breaking 60 Emmy Awards.

We continued to make progress toward turning our streaming businesses into significant growth drivers for the Company. This past year we delivered profitability for our streaming businesses, and in just five years we have built Disney+ into a streaming destination unlike any other with more than 120 million Disney+ Core subscribers at the end of fiscal 2024. And with the recent additions of the Hulu and ESPN tiles on Disney+, we have expanded the high-quality entertainment options accessible within a single platform for bundle subscribers.

We are focused on ESPN’s continued evolution as the preeminent digital sports platform, serving fans anytime, anywhere. We have successfully obtained long-term rights to many of the most popular live sports, including the NFL, college football and our recently renewed NBA and WNBA deals, securing an industry-leading portfolio of sports programming. We are also excited for the launch of ESPN’s flagship direct-to-consumer offering in 2025.

Our Experiences businesses remain the gold standard for the industry, and we are confident in the segment’s long-term prospects and committed to investing to drive continued long-term growth. Our footprint continues to grow with multiple projects and expansions currently underway at our parks around the world. We are also expanding Disney Cruise Line, allowing us to bring our most beloved IP into markets where we don’t have theme parks. This past year we debuted a new island destination — Lighthouse Point — and we recently launched our latest ship — the Disney Treasure — in December. In addition, our collaboration with Epic Games will bring together Disney’s beloved brands and franchises in a transformational new games and entertainment universe.

For all these strategic priorities, creative excellence remains at the center of our work as we build our businesses and seek to drive shareholder value. We will continue to strive to keep high quality and bold storytelling front and center for our Company to set us apart from others.

On behalf of the senior leadership team, thank you for your continued support of The Walt Disney Company and the wonderful storytelling and experiences we create. I am immensely proud of what we have accomplished over the past fiscal year, and I am confident in our continued ability to drive sustained growth and create shareholder value.

Robert A. Iger

Chief Executive Officer

Notice of 2025 Annual Meeting

The 2025 Annual Meeting of Shareholders of The Walt Disney Company will be held virtually at

www.virtualshareholdermeeting.com/DIS2025 (please see “Attendance at the Meeting” below.)

Meeting Details

Items of Business

Shareholders of record of The Walt Disney Company common stock (NYSE: DIS) at the close of business on January 21, 2025, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available during ordinary business hours at the offices of the Company in Burbank, California.

Attendance at the Meeting

To attend the virtual annual meeting, you must be a shareholder on the record date and have previously registered to attend the meeting. Register to attend the virtual meeting on or before 10:00 AM PT on March 19, 2025 by visiting www.ProxyVote.com/Disney and selecting ”Attend a Meeting” after you enter the 16-digit control number found on your proxy card, voting instruction form or notice. You will receive a confirmation email with information on how to attend the meeting. After you have registered, you will be able to participate in the annual meeting by visiting www.virtualshareholdermeeting.com/DIS2025 and entering the same 16-digit control number you used to pre-register and as shown in your confirmation email. Beneficial shareholders should follow the instructions provided on the voting instruction form, email or Notice of Internet Availability provided by your broker, bank or other nominee.

Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at 9:00 AM PT and the meeting will begin promptly at 10:00 AM PT. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/DIS2025. If you cannot attend the meeting or if you are not a shareholder of record, you can still listen to the meeting, which will be available on our Investor Relations website.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expectations, beliefs, business plans, changes to the Board of Directors, succession, governance and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations and you should not place undue reliance on forward-looking statements.

Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital investments, asset acquisitions or 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 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: the occurrence of subsequent events; further deterioration in domestic and global economic conditions or failure of conditions to improve as anticipated; deterioration in or pressures from competitive conditions, including competition to create or acquire content, competition for talent and competition for advertising revenue; consumer preferences and acceptance of our content, offerings, pricing model and price increases, and corresponding subscriber additions and churn, and the market for advertising sales on our direct-to-consumer (“DTC”) streaming services and linear networks; health concerns and their impact on our businesses and productions; international, political or military developments; regulatory and legal developments; technological developments; labor markets and activities, including work stoppages; adverse weather conditions or natural disasters; and 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 profitability, including DTC profitability; demand for our products and 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; taxation; and performance of some or all Company businesses either directly or through their impact on those who distribute our products.

Additional factors are set forth in the Company’s Annual Report on Form 10-K for the year ended September 28, 2024, under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and subsequent filings with the Securities and Exchange Commission (“SEC”), including, among others, quarterly reports on Form 10-Q.

Table of Contents

The Walt Disney Company (500 South Buena Vista Street, Burbank, CA 91521) is providing you with this proxy statement relating to its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The Company expects to commence mailing of its proxy materials to shareholders on or about January 23, 2025. References to the “Company,” “Disney,” “we” or “our” in this proxy statement refer collectively to The Walt Disney Company and the subsidiaries through which our various businesses are actually conducted. The Company’s website and social media feeds and the information contained or linked therein or otherwise connected thereto are not part of or incorporated by reference into this proxy statement, regardless of any reference to such website or social media feeds in this proxy statement.