Walt Disney Co. · 8-K exhibit

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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): March 18, 2026

The Walt Disney Company

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

500 South Buena Vista Street

(Address of Principal Executive Offices and Zip Code)

(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:

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

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

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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

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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.

(d) On March 18, 2026, the Board of Directors (the “Board”) of The Walt Disney Company (the “Company”) appointed Josh D’Amaro to serve (i) as a Director on the Board, effective immediately, with a term expiring at the 2027 annual meeting of shareholders, and (ii) on the Executive Committee of the Board. Mr. D’Amaro is Chief Executive Officer of the Company. The disclosure set forth in the fourth and ninth paragraphs of the Company’s Current Report on Form 8-K filed February 3, 2026 is incorporated into this Item 5.02(d) by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a-b) The final results of voting on each of the matters submitted to a vote of security holders during the Registrant’s annual meeting of shareholders on March 18, 2026 (the “Annual Meeting”) are as follows.

1.

Election of Directors:

For

Against

Abstentions

Broker

Non-Votes

Mary T. Barra

Amy L. Chang

D. Jeremy Darroch

Carolyn N. Everson

Michael B.G. Froman

James P. Gorman

Robert A. Iger

Maria Elena Lagomasino

Calvin R. McDonald

Derica W. Rice

Jeffrey E. Williams

For

Against

Abstentions

2.

Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2026

For

Against

Abstentions

Broker

Non-Votes

3.

Advisory vote to approve executive compensation

For

Against

Abstentions

Broker

Non-Votes

4.

Shareholder proposal requesting a report on how the employee gift-matching program may impact risks related to religious discrimination against employees

5.

As previously announced by the Company in its Supplement to the Proxy Statement filed with the U.S. Securities and Exchange Commission on March 5, 2026, the shareholder proposal requesting a report on the expected and potential return on investment from climate commitments was withdrawn by the proponent. Therefore, the proposal was not presented at or voted on at the Annual Meeting, nor were any votes cast in regard to the proposal tabulated.

For

Against

Abstentions

Broker

Non-Votes

6.

Shareholder proposal requesting adoption of cumulative voting for Board elections

For

Against

Abstentions

Broker

Non-Votes

7.

Shareholder proposal requesting an independent review and report on accessibility and disability inclusion practices

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant 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

Deputy General Counsel - Securities Regulation, Governance & Secretary