dis-20211201falseWALT DISNEY CO/000174448900017444892021-07-122021-07-1200017444892021-12-012021-12-01
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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): December 1, 2021
The Walt Disney Company
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38842 | 83-0940635 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
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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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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).
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 December 1, 2021, Robert A. Iger, Chairman of the Board of Directors (the “Board”) and Executive Chairman of The Walt Disney Company (the “Company”), advised the Board of his decision to resign as a director of the Company effective as of the same time as his departure as Executive Chairman, upon the expiration of the term of his employment agreement on December 31, 2021. A copy of the press release announcing Mr. Iger’s resignation from the Board and successor as Chairman of 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 |
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| 99.1 | | |
| 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.
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| | The Walt Disney Company | |
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| By: | | /s/ Jolene E. Negre | |
| | Jolene E. Negre | |
| | Associate General Counsel and Assistant Secretary | |
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Dated: December 1, 2021
SUSAN ARNOLD NAMED CHAIRMAN OF THE BOARD OF
THE WALT DISNEY COMPANY, EFFECTIVE DECEMBER 31
Arnold, independent Lead Director, will succeed Robert A. Iger as Chairman of the Board when he departs at year-end
BURBANK, Calif., December 1, 2021—The Walt Disney Company (NYSE: DIS) Board of Directors announced that it has elected Susan E. Arnold as Chairman of the Board, effective December 31, 2021. Ms. Arnold, a 14-year member of the Disney Board who has served as its independent Lead Director since 2018, will succeed Robert A. Iger as Chairman of the Board when he departs the Company at the end of the year.
“Susan is an incredibly esteemed executive whose wealth of experience, unwavering integrity, and expert judgment have been invaluable to the Company since she first joined the Board in 2007,” said Mr. Iger, Executive Chairman and Chairman of the Board. “Having most recently served as independent Lead Director, Susan is the perfect choice for Chairman of the Board, and I am confident the Company is well-positioned for continued success under her guidance and leadership. It has been a distinct honor to work with Susan and our many other talented directors, and I am incredibly grateful for the support and wise counsel they have provided during my tenure.”
“On behalf of the Board, I would like to express my deepest gratitude to Bob Iger for his extraordinary leadership over the past decade-and-a-half,” Ms. Arnold said. “Bob has led Disney to amazing heights both creatively and financially, with his clear strategic vision for delivering high-quality branded storytelling, embracing cutting-edge technology, and expanding internationally, and he’s left an indelible mark on The Walt Disney Company that will be felt for generations to come. As I step into this new role as Chairman of the Board, I look forward to continuing to serve the long-term interests of Disney’s shareholders and working closely with CEO Bob Chapek as he builds upon the Company’s century-long legacy of creative excellence and innovation.”
Ms. Arnold brings to her role extensive public-company board experience and in-depth knowledge of brand management and marketing, environmental sustainability, product and business development, international consumer markets, finance, and executive and risk management. She was formerly an operating executive of the equity investment firm The Carlyle Group, where she served from 2013 to 2021. Previously, she served as President—Global Business Units of Procter & Gamble from 2007 to 2009. Prior to that at Procter & Gamble, Ms. Arnold was Vice Chair—Beauty & Health from 2006, Vice Chair —Beauty from 2004, and President—Global Personal Beauty Care & Global Feminine Care from 2002. She was a Director of McDonald’s Corp. from 2008 to 2016, and a Director of NBTY, Inc. from 2013 to 2017.
Mr. Iger has served as Chairman of the Board since 2012, and as Disney’s Executive Chairman since 2020, directing the Company’s creative endeavors. From 2005-2020 he led Disney as Chief Executive Officer. During his tenure, Mr. Iger built Disney into one of the world’s largest and most admired media and entertainment companies. As CEO, he expanded on Disney’s rich history of unforgettable storytelling with the acquisitions of Pixar (2006), Marvel (2009), Lucasfilm (2012) and 21st Century Fox (2019), as well as the landmark 2016 opening of Disney’s first theme park and resort in Mainland China, Shanghai Disney Resort, and the release of a number of record-setting films including Marvel’s Avengers: Endgame, Disney’s Frozen and Frozen 2, and the groundbreaking movie Marvel’s Black Panther. Always one to embrace new technology, Mr. Iger has made Disney an industry leader through its creative content offerings across multiple platforms, most recently leveraging cutting-edge direct-to-consumer technology with the highly successful launch of the Disney+ streaming service in 2019 and ESPN+ in 2018.
Contacts:
Zenia Mucha
Corporate Communications
(818) 560-5300
David Jefferson
Corporate Communications
(818) 560-4832