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 (Amendment No.          )

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The Walt Disney Company

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GRAPHIC




Notice of 2015 Annual Meeting and Proxy Statement


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GRAPHIC

January 16, 2015

Dear Fellow Shareholder,

I am pleased to invite you to our 2015 Annual Meeting of shareholders, which will be held on Thursday, March 12, 2015, at 10 a.m. at the Palace of Fine Arts Theatre in San Francisco, California.

At the meeting, we will be electing 10 members of our Board of Directors. We will also be considering ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accountants, an advisory vote to approve executive compensation and two shareholder proposals.

You may vote your shares using the Internet or the telephone by following the instructions on page 63 of the proxy statement. Of course, you may also vote by returning a proxy card or voting instruction form if you received a paper copy of this proxy statement.

If you wish to attend the meeting in person, you will need to obtain an admission ticket in advance. You can obtain a ticket by following the instructions on page 64 of the proxy statement. If you cannot attend the meeting, you can still listen to the meeting, which will be webcast and available on our Investor Relations website.

Thank you very much for your continued interest in The Walt Disney Company.

Sincerely,

GRAPHIC

Robert A. Iger
Chairman and Chief Executive Officer

   


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GRAPHIC   The Walt Disney Company
  Notice of 2015 Annual Meeting

The 2015 Annual Meeting of shareholders of The Walt Disney Company will be held:

    Thursday, March 12, 2015
    10:00 a.m. Local Time
    Palace of Fine Arts Theatre
    3301 Lyon Street
    San Francisco, California 94123

The items of business are:

    1.
    Election of the ten nominees named in the proxy statement as Directors, each for a term of one year.
    2.
    Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal 2015.
    3.
    Consideration of an advisory vote to approve executive compensation.
    4.
    Consideration of up to two shareholder proposals, if presented.

Shareholders of record of Disney common stock (NYSE: DIS) at the close of business on January 12, 2015, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available at the offices of the Company in Burbank, California.

January 16, 2015
Burbank, California

GRAPHIC

Alan N. Braverman
Senior Executive Vice President,
General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on March 12, 2015

The proxy statement and annual report to shareholders and the means to vote by Internet are available at www.ProxyVote.com.

Your Vote is Important

Please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning the Proxy Card mailed to those who receive paper copies of this proxy statement.


Table of Contents

Table of Contents

 

Proxy Summary

  1
 

Corporate Governance and Board Matters

 
9
 

Governing Documents

  9
 

The Board of Directors

  9
 

Board Leadership

  9
 

Committees

  10
 

The Board's Role in Risk Oversight

  11
 

Director Selection Process

  12
 

Director Independence

  13
 

Certain Relationships and Related Person Transactions

  14
 

Shareholder Communications

  15
 

Director Compensation

 
16
 

Executive Compensation

 
19
 

Compensation Discussion and Analysis

  19
 

Executive Compensation Program Structure

  19
 

2014 Compensation Decisions

  29
 

Compensation Committee Report

  35
 

Compensation Tables

  36
 

Audit-Related Matters

 
51
 

Audit Committee Report

  51
 

Policy for Approval of Audit and Permitted Non-audit Services

  52
 

Auditor Fees and Services

  52
 

Items to Be Voted On

 
53
 

Election of Directors

  53
 

Ratification of Appointment of Independent Registered Public Accountants

  57
 

Advisory Vote on Executive Compensation

  58
 

Shareholder Proposals

  58
 

Other Matters

  62
 

Information About Voting and the Meeting

 
63
 

Shares Outstanding

  63
 

Voting

  63
 

Attendance at the Meeting

  64
 

Other Information

 
65
 

Stock Ownership

  65
 

Section 16(a) Beneficial Ownership Reporting Compliance

  66
 

Electronic Availability of Proxy Statement and Annual Report

  66
 

Mailings to Multiple Shareholders at the Same Address

  66
 

Proxy Solicitation Costs

  67
 

Annex A — Reconciliation of Non-GAAP Measures

 
A-1

The Walt Disney Company (500 South Buena Vista Street, Burbank, California 91521) is providing you with this proxy statement relating to its 2015 Annual Meeting of shareholders. We began mailing a notice on January 16, 2015 containing instructions on how to access this proxy statement and our annual report online, and we also began mailing a full set of the proxy materials to shareholders who had previously requested delivery of the materials in paper copy. References to "the Company" or "Disney" in this Proxy Statement refer to The Walt Disney Company and its consolidated subsidiaries.

   

The Walt Disney Company Notice of 2015 Annual Meeting and Proxy Statement


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GRAPHIC   Proxy Summary

Proposals to be Voted On

The following proposals will be voted on at the Annual Meeting of shareholders.

 
   
  For More Information
  Board Recommendation
Proposal 1: Election of ten directors   Pages 53 to 57   GRAPHIC For Each Nominee
Susan E. Arnold   Aylwin B. Lewis        
John S. Chen   Monica C. Lozano        
Jack Dorsey   Robert W. Matschullat        
Robert A. Iger   Sheryl K. Sandberg        
Fred H. Langhammer   Orin C. Smith        
Proposal 2:       Page 57   GRAPHIC For
Ratification of appointment of independent registered public accountants        
Proposal 3:       Page 58   GRAPHIC For
Advisory vote on executive compensation        
Proposal 4:       Pages 58 to 60   GRAPHIC Against
Shareholder proposal on independent board chairman        
Proposal 5:       Pages 60 to 62   GRAPHIC Against
Shareholder proposal on acceleration of equity awards        

You may cast your vote in any of the following ways:

  GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC

 

Internet

 

 

 

Phone

 

Mail

 

In Person
  Visit www.ProxyVote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice.   You can scan this QR code to vote with your mobile phone. You will need the 16-digit number included in your proxy card, voter instruction form or notice.   Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.   Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.   See below regarding Attendance at the Meeting.

Attendance at the Meeting

If you plan to attend the meeting, you must be a shareholder on the record date and obtain an admission ticket in advance following the instructions set forth on page 64 of this proxy statement. Tickets will be available to registered and beneficial owners and to one guest accompanying each registered or beneficial owner.

Requests for admission tickets will be processed in the order in which they are received and must be requested no later than March 5, 2015. Please note that seating

is limited and requests for tickets will be accepted on a first-come, first-served basis. On the day of the meeting, each shareholder will be required to present valid picture identification such as a driver's license or passport with their admission ticket. Seating will begin at 9:00 a.m. and the meeting will begin at 10:00 a.m. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the meeting. You will be required to enter through a security check point before being granted access to the meeting.

   

Proxy Summary


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GRAPHIC   Proxy Summary

This summary provides highlights of certain information in this proxy statement. As it is only a summary, please review the complete proxy statement and 2014 annual report before you vote.

Disney's extraordinary performance in fiscal 2014 continues our long track record of creating sustainable value for our shareholders. Executive compensation in fiscal 2014 reflected this extraordinary performance, while annual fluctuations in executive compensation over recent years demonstrate the rigor of our pay-for-performance approach.

                                                                          Fiscal 2014 Performance