fy2015_q2x8kxannualmeeting.htm

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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):
March 12, 2015
__________

The Walt Disney Company
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of incorporation)
1-11605
(Commission File Number)
95-4545390
(IRS Employer Identification No.)

500 South Buena Vista Street
Burbank, California 91521
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (818) 560-1000


Not applicable
(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 (see General Instruction A.2. below):

p
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
p
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
p
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
p
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders

(a-b) The final results of voting on each of the matters submitted to a vote of security holders during the Registrant’s annual meeting of shareholders on March 12, 2015 are as follows.

1.
 
Election of Directors:
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
 
 
Susan E. Arnold
 
1,197,338,115

 
57,137,910

 
2,811,211

 
210,997,005

 
 
John S. Chen
 
1,226,815,848

 
27,572,470

 
2,898,918

 
210,997,005

 
 
Jack Dorsey
 
1,248,803,977

 
5,590,206

 
2,893,053

 
210,997,005

 
 
Robert A. Iger
 
1,232,055,591

 
18,121,555

 
7,110,090

 
210,997,005

 
 
Fred H. Langhammer
 
1,195,885,034

 
58,473,199

 
2,929,003

 
210,997,005

 
 
Aylwin B. Lewis
 
1,181,586,888

 
72,749,003

 
2,951,345

 
210,997,005

 
 
Monica C. Lozano
 
1,189,533,599

 
64,879,238

 
2,874,399

 
210,997,005

 
 
Robert W. Matschullat
 
1,237,845,030

 
16,483,334

 
2,958,872

 
210,997,005

 
 
Sheryl K. Sandberg
 
1,248,087,815

 
6,425,305

 
2,774,116

 
210,997,005

 
 
Orin C. Smith
 
1,236,041,493

 
16,869,898

 
4,375,845

 
210,997,005


Under the Registrant’s Bylaws, each of the directors was elected, having received more votes “for” than “against.”

 
 
 
 
For
 
Against
 
Abstentions
2.
 
Ratification of PricewaterhouseCoopers LLP as registered public accountants
 
1,453,661,649

 
10,788,017

 
3,834,575


Under the Registrant’s Bylaws, the selection of the auditors was ratified, having received “for” votes from more than a majority of shares cast for, against or abstain.

 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
3.
 
Approval of the advisory vote on executive compensation
 
1,050,839,100

 
196,928,995

 
9,519,141

 
210,997,005


Under the Registrant’s Bylaws, the proposal was approved, having received “for” votes from more than a majority of shares cast for, against or abstain.

 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
4.
 
Shareholder proposal relating to independent board chairman
 
358,110,466

 
893,110,868

 
6,065,902

 
210,997,005


Under the Registrant’s Certificate of Incorporation, the proposal failed, having received “for” votes from less than a majority of votes cast for, against or abstain.

 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
5.
 
Shareholder proposal relating to limiting accelerated executive pay
 
302,780,236

 
947,556,704

 
6,950,296

 
210,997,005


Under the Registrant’s Bylaws, the proposal failed, having received “for” votes from less than a majority of votes cast for, against or abstain.




Item 8.01 Other Events.    On March 13, 2015 the Registrant entered into a new $1.5 billion 364-Day Credit Agreement with a syndicate of lenders to support commercial paper borrowings and for other general corporate purposes. The new facility will expire on March 11, 2016. Under the new facility, as with the Registrant’s existing $1.5 billion 364-Day Credit Agreement (filed as Exhibit 10.1(c) to the Registrant’s Form 8-K dated March 20, 2014), the Registrant has the option to borrow at LIBOR-based rates plus a spread, subject to a cap and a floor that vary with the Registrant’s debt rating, depending on the credit default swap spread applicable to the Registrant’s senior, unsecured, non-credit enhanced long-term debt. The remaining provisions of the new facility, including representations, warranties, covenants and events of default, are also substantially similar to the provisions of the existing 364-Day facility. In particular, the new facility contains only one financial covenant, relating to interest coverage, and specifically excludes certain entities, including Euro Disney, Hong Kong Disneyland and Shanghai Disney Resort, from any representations, covenants or events of default.

A copy of the new 364-Day Credit Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits
10.1    364 Day Credit Agreement dated as of March 13, 2015





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/ Roger J. Patterson
 
 
 
Roger J. Patterson
 
 
 
Associate General Counsel and Assistant Secretary
 
 
 
Registered In-House Counsel
 
Dated: March 13, 2015