Type DFAN14A Walt Disney Co Filed by: TRIAN FUND MANAGEMENT, L.P.


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SCHEDULE 14A

Proxy Assertion Pursuant to Part 14(a)

of the Securities Trade Act of 1934

 

 

Filed
by the Registrant
¨

 

Filed
by a Occasion aside from the Registrant
x

 

Verify the suitable field:

 

¨ Preliminary Proxy Assertion
¨ Confidential, for Use of the Fee Solely (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Assertion
¨ Definitive Extra Supplies
x Soliciting Materials Beneath Rule 14a-12

 

The Walt Disney Firm

(Identify of Registrant as Laid out in Its Constitution)

 

Trian Fund Administration, L.P.

Trian Fund Administration GP, LLC

Trian Companions, L.P.

Trian Companions Parallel Fund I, L.P.

Trian Companions Grasp Fund, L.P.

Trian Companions Fund (Sub)-G, L.P.

Trian Companions Strategic Funding Fund-A, L.P.

Trian Companions Strategic Funding Fund-N, L.P.

Trian Companions Strategic Fund-G II, L.P.

Trian Companions Strategic Fund-G III, L.P.

Trian Companions Strategic Fund-Ok, L.P.

Trian Companions Co-Funding Alternatives Fund,
Ltd.

Nelson Peltz

Peter W. Might

Edward P. Backyard

Matthew Peltz

 

(Identify of Individual(s) Submitting Proxy Assertion, if
aside from the Registrant)

 

 

Fee of Submitting Charge (Verify all packing containers that apply):

 

x No charge required.
   
¨ Charge paid beforehand with preliminary supplies.

 

¨ Charge computed on desk in exhibit required by Merchandise 25(b) per Trade Act Guidelines 14a6(i)(1) and 0-11.

 

 

The next supplies (the
“Social Media Posts”) had been revealed or will quickly be revealed, as posts and/or through hyperlinks, to Trian Fund Administration,
L.P.’s (“Trian”) Twitter, LinkedIn, Fb and Instagram pages regarding The Walt Disney Firm; from time to
time Trian or its fellow members within the proxy solicitation could publish the Social Media Posts on varied different social media
channels regarding The Walt Disney Firm, in addition to its web site, www.RestoretheMagic.com. In some instances, references to
“Disney” in these statements could also be changed with “DIS.”

 

Video Transcript:

Robert Iger: I actually wanted to show over the reins to Bob,
to another person.

Voiceover: That was Robert Iger in 2020, when he stepped
down as CEO of Disney, the corporate he led for 15 years. Two years later, he’s now again after the board ousted Bob Chapek following
weak fourth quarter earnings. Disney inventory rallied after the announcement. Bringing again CEO is a technique that many corporations have tried
over time, some extra efficiently than others. That is how three so-called Boomerang CEOs made comebacks and the way their corporations
fared after their return.

Emily Glazer: A former CEO may help revive an organization’s
tradition, they’re typically considered because the face of the corporate, they typically have—encourage the hearts and minds, lots of people generally
say. Bob Iger was somebody that, whereas he was not a founder, individuals have described him as a quasi-founder within the sense that he was a larger-than-life
CEO.

Voiceover: Like Iger, Howard Schultz was thought-about a well-liked
CEO at Starbucks. He first stepped down as CEO in 2000, however returned in 2008 because the espresso chain’s gross sales slumped. After value cuts,
Schultz acquired Starbucks to profitability. By the point he stepped down once more in 2017, Starbucks’ inventory was up 640%. However when he returned
as soon as extra in 2022, on an interim foundation, he discovered a special firm, dealing with employee dissatisfaction and pandemic shopper shifts.

Howard Schultz: I got here again to reinvent the position and duty
at a public firm at a time the place there’s a cultural and political change.

Voiceover: Starbucks has mentioned that it’ll make investments $1 billion
into staff and retailer expertise.

Emily Glazer: A returning CEO or founder has to return again
to a special firm. So keep in mind, another person has been main it for often a few years a minimum of. Meaning the technique
has typically shifted. So Spencer Stuart appeared, at throughout all CEOs that had been appointed at S&P 500 corporations since 2010, and eight out of
13 boomerang appointments did worse throughout their second stint than throughout their first stint.

Voiceover: Twitter’s co-founder Jack Dorsey was fired
in 2008, partly for frequent absences.

Emily Glazer: The board introduced him again in 2015. They principally
needed to reassure buyers and the hope was to revive the social media firm’s sagging consumer development.

Voiceover: Throughout his second run, some staff mentioned he
had moved too slowly on points like hate speech, harassment and censoring. Dorsey left the CEO put up once more in 2021. Throughout his second tenure,
Twitter shares gained 63%, whereas the NASDAQ Composite greater than doubled. Twitter and Dorsey didn’t instantly reply to requests for
remark. When he left he mentioned in an announcement that founders main corporations will be severely limiting. However founders like Dorsey are frequent
boomerang CEOs.

Emily Glazer: What we frequently see is that CEOs who had been both
founders or actually linked to corporations really feel that it’s their obligation, their service to be sure that the corporate succeeds. One in all
probably the most distinguished examples from the late ’90s is Steve Jobs coming again to run Apple when it was getting ready to chapter.

Voiceover: Jobs first left Apple in 1985. He returned in
1997 as an advisor and finally took the CEO title.

Steve Jobs: I, like loads of different individuals are pulling collectively
to assist Apple get wholesome once more and I’m terribly assured that that’s going to occur.

 

Voiceover: He shortly brokered a shock cope with Microsoft, sending
the replenish, and he introduced Apple again to profitability inside a 12 months. By the point he stepped down in 2011, Jobs had helped flip Apple
right into a smartphone big. Apple didn’t instantly reply to a request for remark. As for Iger, he now has two extra years on the high
at Disney. Traders hope he can flip issues round regardless of the corporate’s tumultuous 12 months.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Video Transcript:

 

David Faber: And once more, individuals will take a look at your, your totals
when it comes to what you say is a 900 foundation level outperformance throughout your durations on the board of varied corporations versus the S&P.
You already know, I do marvel, although, Nelson, what’s it you’d convey to the Board when it comes to any – you don’t have any media expertise?
Now there are different members of this Board who don’t as properly, however you understand, Disney would push again and say—

 

Nelson Peltz: I need to say David—

 

David Faber: What’s he going to advise us on? You already know,
learn how to do direct-to-consumer or you understand, why, why…why? Ought to Nelson be on this board?

 

Nelson Peltz: David, have they proven that they’ve loads of
media expertise? Have a look at the numbers!

 

I can, I can lob that very same query again to them. However we’ve
invested traditionally in Lionsgate, in Time Warner, in Comcast. I at present sit on the board of MSG. And this can be a lot greater than a media
firm. This can be a shopper firm with a basketful of the best manufacturers on the planet.

 

David Faber: Though I’ll say, you sit on the board of MSG,
you need these guys to be higher at company governance. I imply, Nelson, speak about poor company governance…MSG?

 

Nelson Peltz: The hockey crew’s doing good! Come on David,
the hockey crew’s doing nice!

 

David Faber: You bought that going for you, alright Nelson.

 

Nelson Peltz: MSG, MSG just isn’t a Trian funding. It’s a private
funding. Okay? And the very fact is, they do have tremendous voting inventory, however additionally they have enormous pores and skin within the recreation. They personal loads of inventory.
It’s not alike loads of these corporations.

 

David Faber: Let me get, let me get Jim again in right here, Nelson.

 

Jim Cramer: Nelson, one of many issues that’s by no means occurred
is the board has by no means addressed, a minimum of publicly, what occurred with Chapek, that’s purported to be a fiasco, what occurred in
the Fox acquisition. My charitable belief is a shareholder on this Firm. I discover it’s time for reality and reconciliation. What the hell
occurred right here? And when are we going to search out out as a result of that is an American, iconic firm whose enterprise was principally put by way of
the wringer. And we don’t know a factor about what occurred.

 

Nelson Peltz: You might be 100% proper. This factor has been put
by way of the wringer. Bob Iger was there till December thirty first of 2021. He was Government Chairman. I’m informed he bodily by no means even
left his workplace. And he was nonetheless the man that individuals had been checking with, after which he stepped away. Okay. Chapek was put in energy. I’m
not going to touch upon whether or not Chapek was the correct resolution or the flawed resolution, as a result of I don’t need to speak in regards to the departed.
However the reality is that I don’t know that he was given a possibility to do his job. And what I do blame is I do blame the CFO, as a result of
the quarter that he was let go on, which was a catastrophe, often, often, the CFO will begin to warn the road, inform them that issues
usually are not good, your consensus is off. They begin to do this mid-quarter, or as quickly as they as quickly as they see the indicators that they’re
going to overlook and this was such a dramatic miss. And Chapek bore the complete duty of that.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copies
of supplies that seem on Trian’s web site, www.RestoreTheMagic.com, had been filed underneath cowl of Schedule 14A on January 12, 2023 and
January 19, 2023.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



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