Walt Disney Co 8-K, filed May 27, 2021
Walt Disney Co (DIS)
8-K
2021-05-27
For: 2021-05-27
View Original
Added on
April 11, 2026
About this 8-K
Walt Disney Co filed this 8-K on May 27, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
________________________________________________________________________
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): May 27, 2021
The Walt Disney Company
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||||||
| of incorporation) | Identification No.) | |||||||
(Address of Principal Executive Offices and Zip Code)
(818 ) 560-1000
(Registrant’s telephone number, including area code)
(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 | ||||||||||||
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. ¨
________________________________________________________________________
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On May 27, 2021, the Board of Directors (the “Board”) of The Walt Disney Company (the “Company”) elected Amy L. Chang and Calvin R. McDonald as Directors, effective immediately. Ms. Chang was appointed to the Governance and Nominating Committee of the Board. Mr. McDonald was appointed to the Compensation Committee of the Board.
Ms. Chang and Mr. McDonald will participate in the compensation program for non-employee Directors as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC in connection with the Company’s 2021 annual meeting of shareholders. Each of Ms. Chang and Mr. McDonald has also entered into an indemnification agreement in the form filed as Exhibit 10.22 to the Company’s Form 10-K filed with the SEC on November 25, 2020.
Neither Ms. Chang nor Mr. McDonald is a party to any arrangement or understanding with any person pursuant to which she or he was elected as a Director, nor a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing the election of Ms. Chang and Mr. McDonald to 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 | ||||||||
| 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 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 | |||||||||||
| Associate General Counsel and Assistant Secretary | |||||||||||
Dated: May 27, 2021
Exhibit 99.1
FOR IMMEDIATE RELEASE
AMY CHANG AND CALVIN MCDONALD ELECTED TO THE WALT DISNEY COMPANY BOARD OF DIRECTORS
BURBANK, Calif., May 27, 2021 — The Walt Disney Company (NYSE: DIS) Board of Directors announced the election of two new directors: Amy Chang, veteran technology executive, and Calvin McDonald, Chief Executive Officer of global athletic apparel company lululemon athletica inc. (NASDAQ: LULU). The elections of Ms. Chang and Mr. McDonald are effective immediately.
“Amy Chang and Calvin McDonald are highly-respected leaders with a deep understanding of the nexus between technology and the consumer experience, and we are excited to have them join the Disney board,” said Robert A. Iger, Executive Chairman and Chairman of the Board, The Walt Disney Company. “Ms. Chang brings vast expertise in the tech industry, where her developments in machine learning and artificial intelligence have enabled companies to improve collaboration and gain deeper consumer insights. And Mr. McDonald has a wealth of experience in scaling brand-name retailers like lululemon through innovation, finding new ways to connect with consumers across digital channels, in stores and at home.”
“It is such an honor to become part of the Disney journey,” Ms. Chang said. “With all the momentum and innovation within the company across every part of the consumer experience, I can’t wait to watch this next generation of stories and experiences come to life.”
“I am excited to join the Board of Directors of Disney, an amazing organization that continually sets the standard worldwide for innovation, creativity, and bringing people together,” Mr. McDonald said. “I look forward to supporting CEO Bob Chapek and the management team with insights and learnings gained from our experience at lululemon in creating enduring relationships with our guests.”
Ms. Chang serves on the Board of Directors of Procter & Gamble and Marqeta, and as an advisor to more than a dozen companies including Cisco, HubSpot and various private companies. From 2018-2020, Ms. Chang served as Executive Vice President and General Manager of Cisco’s Collaboration business, leading its videoconferencing, cloud calling, contact center, video device and phones businesses. She joined Cisco through the acquisition of the company she founded, Accompany, an artificial intelligence/machine learning-based relationship intelligence platform serving Fortune 500 companies. Prior to Accompany, where she served as Chief Executive Officer, Ms. Chang was Global Head of Product, Google Ads Measurement, where she led the teams for Google Analytics, Website Optimizer, Trends and multichannel attribution. She has held additional positions with eBay, McKinsey, Intel, AMD and Motorola, and previously served on the boards of Cisco, Splunk and Informatica.
Mr. McDonald joined lululemon in August 2018 as Chief Executive Officer and is a member of its Board of Directors. Under his leadership, lululemon, with more than 500 company-operated stores in 17 countries, has delivered significant growth, accelerated its sustainability initiatives, and considerably expanded its international business. Previously, Mr. McDonald served as president and CEO of Sephora Americas, a division of the LVMH group of luxury brands, from 2013 to 2018. Mr. McDonald was President and CEO of Sears Canada from 2011-2013, and spent 17 years at Loblaw Companies Limited, the largest retailer in Canada, where he was born and raised. From 2016-2020, he served on the Board of Directors of Cole Haan.
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 Disney Parks, Experiences and Products; Disney Media & Entertainment Distribution; and three content groups — Studios, General Entertainment and Sports — focused on developing and producing content for DTC, theatrical and linear platforms. Disney is a Dow 30 company and had annual revenues of $65.4 billion in its Fiscal Year 2020.
Contacts
Zenia Mucha
zenia.mucha@disney.com
818-560-5300
David Jefferson
david.j.jefferson@disney.com
818-560-4832