Disney Files Proxy Contest Results

In conclusion...

Summary:

• DIS 0.00%↑ filed their proxy contest AGM results this evening

• Lagomasino received (by far) the lowest support among management nominees at 63%

• Peltz received (by far) the highest support among dissidents at 31%

• Say-on-Pay received less than 80%, possibly triggering additional responsiveness analysis from Glass Lewis next AGM

• Political expenditures shareholder proposal receives over 25% support

• Anti-ESG proponent-led shareholder proposals fail to break 5%

• Trian shareholder proposal to repeal certain bylaws receives almost 30%

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Company nominees:

1A. Mary T. Barra: 93%

1B. Satra A. Catz: 93.7%

1C. Amy L. Chang: 96.5%

1D. D. Jeremy Darroch: 96.5%

1E. Carolyn N. Everson: 93.1%

1F. Michael B.G. Froman: 87.5%

1G. James P. Gorman: 97.5%

1H. Robert A. Iger: 94%

11. Maria Elena Lagomasino: 62.9%

1J. Calvin R. McDonald: 93.4%

1K. Mark G. Parker: 87.7%

1L. Derica W. Rice: 91.4%

Trian Group nominees:

1M. Nelson Peltz: 31.1%

1N. James A. Rasulo: 11.7%

Blackwells Group nominees:

1O. Craig Hatkoff: 2%

1P. Jessica Schell: 2.1%

1Q. Leah Solivan: 2%

Management proposals:

2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal 2024: 96%

3. Consideration of an advisory vote to approve the Company's executive compensation: 79.7% (which will likely trigger additional responsiveness analysis from Glass Lewis next year)

4. Approval of an amendment and restatement of the Company's Amended and Restated 2011 Stock Incentive Plan to increase the number of shares authorized for issuance: 92.7%

Shareholder proposals:

2. Requesting the Board seek shareholder approval for Section 16 officers' termination payments: 8%

3. Requesting a report on political expenditures: 25.5%

4. Requesting a report on gender transitioning compensation and benefits: 2.4%

5. Requesting publication of recipients of charitable contributions: 4.3%

6. The Trian Group proposal… to repeal each provision or amendment of the Company's Bylaws that has been adopted by the Board (and not the shareholders of the Company) since November 30, 2023: 29.7%

7. The Blackwells Group proposal… for an advisory vote to cause the Board to increase its size by the number of nominees recommended by your Board at the Annual Meeting that fail to be elected, if any, for failure to receive more votes than a Trian Group Nominee or a Blackwells Group Nominee, and to appoint any and all such nominees recommended by your Board to fill the newly created corresponding vacancies: 2.8%

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Trian released a letter to shareholders shortly after the meeting:

https://trianpartners.com/wp-content/uploads/2024/04/Trian-Comment-on-Disney-Annual-Meeting-4.3.24.pdf

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In an interview with CNBC, Peltz…

1. said Trian conducted 93 engagements during the contest

2. hinted at making $1 billion on paper from his Disney bet

3. hinted that BlackRock, Vanguard, and SSGA voted with management

   1. “I thought all three of [the index fund engagements] were very good. And so I was quite surprised that they didn’t vote for us”

   2. Although reporting indicated BLK and VAN supported management, SSGA was unknown prior to the meeting

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Updated v.4 Disney Proxy Contest Support Scorecard:

Non-exhaustive list based on media/investor reporting as of 4/4/2024 - subject to change

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