Disney’s Board of Directors Releases 2023 Letter to the Shareholders

Amidst the efforts of Trian and Nelson Peltz to gain representation on Disney’s Board of Directors, The Walt Disney Company has released their annual Letter to the Shareholders.

What’s Happening:

Complete 2023 Letter to the Shareholders:

We are grateful for your support as Disney marks our 100th anniversary. Few companies have the privilege of celebrating such a milestone, which is emblematic of our constant evolution and ability to innovate and set the standard for our industry. With the richest set of assets and intellectual property in the media sector and Disney’s legacy of world-class storytelling, we continue to strive to build memories that last a lifetime and nurture deep emotional connections with audiences around the world. Reflecting back on fiscal 2022 and looking forward to the year ahead, we are proud of our accomplishments towards achieving our long-term goals and excited about the opportunities that lie ahead for The Walt Disney Company and its shareholders.

Your company has an unrivaled combination of content, creative talent and distribution capabilities that have propelled our world-class storytelling. We won 6 Academy Awards and 26 Primetime Emmy Awards in 2022 across our studios and achieved an additional 19 news and documentary Emmy wins across ABC News, National Geographic, FX and Hulu. We saw strong revenue and profit growth at our domestic parks in fiscal 2022. We continued to invest in direct-to-consumer streaming throughout the year and ended the fiscal year with more than 235 million direct-to-consumer subscriptions across our services.

In November, we announced Bob Iger’s return to the role of Chief Executive Officer. While remaining focused on the ongoing evolution of our core operating model, the Board gave Bob a dual mandate for his two-year term to rebalance investment with return opportunity while retaining the focus on the creative talent that defines Disney and to assist the Board in ongoing leadership succession planning. We are confident that Bob’s deep understanding of the Company and industry through his four decades of experience at Disney, including 15 years as CEO, positions him well to set the strategic direction for our continued value creation, which he has a strong track record of delivering. Bob is simultaneously prioritizing assisting the Board in identifying, developing and mentoring a successor CEO, a process which has already begun.

We are also excited to be welcoming Mark Parker into his role as Chairman of the Board, effective following our 2023 Annual Meeting of Shareholders. Mark’s four decades of experience at a Fortune 100 consumer-facing company, including his service as executive chairman and as chairman of the board, president and chief executive officer; successful history navigating chief executive officer succession; and deep understanding of the dynamic operating environment currently facing international, consumer-facing companies with global recognition render him ideally suited to take on this role. We want to thank Susan Arnold for her 15 years of dedicated service to Disney. Susan’s leadership on the Board has been invaluable, as she navigated through significant strategic shifts in the business while serving as an exemplary steward of the Disney brand.

As a Board, we have continued to evolve to ensure that we have the right combination of backgrounds, skill sets and perspectives to guide the Company into the future. Today, Disney’s Directors bring experience across a relevant range of skill sets including brand, marketing and retail, direct-to-consumer expertise and technology and innovation. We were excited to welcome Carolyn Everson to the Board as a new Director in November. Carolyn is a well-respected leader with deep experience in roles at complex global companies, with a strong background in building world-class media and digital advertising businesses. Carolyn adds to a group of Directors with an optimal combination of experience and skills that are vital to Disney’s strategic priorities, expansive reach, and business mix.

We have continued to remain responsive to the feedback of our shareholders across a number of different focus areas. A full list of enhancements that the Board approved to related policies, initiatives and disclosures as informed by shareholders can be found in the section of the proxy statement titled “Proxy Summary — Shareholder Engagement and Responsiveness.”

The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the business to be conducted at the Disney 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Also included are a WHITE proxy card and postage-paid return envelope. WHITE proxy cards are being solicited on behalf of the Board of Directors of The Walt Disney Company.

Your vote is especially important at this year’s Annual Meeting. As you may have seen, Trian Partners L.P. and Trian Partners Parallel Fund I, L.P., wholly owned subsidiaries of Trian Fund Management, L.P., along with other entities affiliated with Nelson Peltz (collectively, the “Trian Group”), have nominated Nelson Peltz for election as a director at the Annual Meeting in opposition to the nominees recommended by your Board and to bring a proposal to amend our Bylaws before the meeting (the “Trian Group Proposal”).

Your Board does not endorse the Trian Group nominee or the Trian Group Proposal and unanimously recommends that you vote “FOR” the election of the nominees proposed by your Board (Mary T. Barra, Safra A. Catz, Amy L. Chang, Francis A. deSouza, Carolyn N. Everson, Michael B.G. Froman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker and Derica W. Rice), “FOR” the other proposals recommended by your Board, “AGAINST” the Trian Group Proposal and “AGAINST” the other proposals made by shareholders, using the WHITE proxy card. You may receive solicitation materials from the Trian Group, including proxy statements and blue proxy cards. Disney is not responsible for the accuracy or completeness of any information provided by or relating to the Trian Group, its nominee or the Trian Group Proposal contained in solicitation materials filed or disseminated by or on behalf of the Trian Group or any other statements the Trian Group may make.

Your Board strongly urges you to discard and NOT to vote using any blue proxy card sent to you by the Trian Group. If you have already submitted a blue proxy card, you can revoke that proxy and vote for your Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet by following the instructions on your WHITE proxy card, WHITE voting instruction form or notice. Only your latest validly executed proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

We thank you for your investment and look forward to continuing our ongoing dialogue. It has been a privilege to speak with many of you during our time at Disney, and we thank you for helping us continue to improve as we look forward to our next century.

Sincerely,

The Walt Disney Company Board of Directors